SC TO-I/A

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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                   SCHEDULE TO
                                  (Rule 13e-4)
            Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
                     Of The Securities Exchange Act Of 1934
                                (Amendment No. 3)

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                              GEOWORKS CORPORATION
                  (Name of Filing Person (Issuer and Offeror))

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          Options to purchase common stock, par value $0.001 per share
                         (Title of Class of Securities)

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                                    373692102
                      (CUSIP Number of Class of Securities)
                            (Underlying Common Stock)

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                                David L. Grannan
                      President and Chief Executive Officer
                              Geoworks Corporation
                 960 Atlantic Avenue, Alameda, California 94501
                                 (510) 814-1660
                  (Name, address and telephone number of person
                        authorized to receive notices and
                   communications on behalf of filing person)

                                    Copy to:

                             Maria L. Pizzoli, Esq.
                           Farella Braun + Martel LLP
                        235 Montgomery Street, 30th Floor
                             San Francisco, CA 94104
                                 (415) 954-4400

[_]  Check the box if the filing relates solely to preliminary communications
     made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[_]  third party tender offer subject to Rule 14d-1.

[X]  issuer tender offer subject to Rule 13e-4.

[_]  going-private transaction subject to Rule 13e-3.

[_]  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer. [X]

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                             INTRODUCTORY STATEMENT

     This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule TO (the "Tender Offer Statement") filed with the Securities and
Exchange Commission on November 6, 2001, as amended, by Geoworks Corporation, a
Delaware corporation (the "Company"), relating to the offer by the Company to
eligible employees to exchange all options outstanding under the Company's 1994
Stock Plan (the "1994 Plan"), Supplemental Stock Option Plan (the "1996 Plan"),
and 1997 Supplemental Stock Plan (for U.K.-Based Employees) (the "1997 Plan"
and, together with the 1994 Plan and the 1996 Plan, the "Option Plans") to
purchase shares of the Company's Common Stock, par value $0.001 per share ("Old
Options"), for new options that will be granted under the Option Plans (the "New
Options"), upon the terms and subject to the conditions described in the Offer
to Exchange dated November 5, 2001 (the "Offer to Exchange"), and the related
cover letter and attached Summary of Terms (the "Cover Letter" and, together
with the Offer to Exchange, the "Offer"), copies of which were attached as
Exhibits (a)(1) and (a)(2), respectively, to the Tender Offer Statement.

Item 4. Terms of the Transaction.

     Item 4 of the Tender Offer Statement is hereby amended to add the
following:

     "The Offer expired at 9:00 P.M. Pacific Standard Time, on December 7, 2001.
We have accepted all Old Options to purchase Common Stock tendered for exchange
pursuant to the Offer. Old Options to purchase approximately 3,517,514 shares
of Common Stock were tendered for exchange, representing approximately 99% of
the Old Options that were eligible to be tendered in the Offer. Subject to the
terms and conditions of the Offer to Exchange, we will issue New Options to
purchase approximately 3,260,000 shares of Common Stock under the Option
Plans with an exercise price of One Dollar and Eleven Cents ($1.11) per share
and a date of grant of December 7, 2001. The exercise price per share was
determined based on the lower of $1.43 (the closing price for our Common Stock
on November 20, 2001) or the closing price for our Common Stock on December 7,
2001, each as reported by the Nasdaq National Market System. The date of grant
for the New Options was determined based upon the date from which the exercise
price was chosen."

Item 12. Exhibits.

     Item 12 of the Tender Offer Statement is hereby amended to add a reference
to Exhibits (a)(9) and (a)(10), which are attached hereto, as follows:

    (a)(9)  Notice Sent to Employees on December 10, 2001 by E-Mail Following
            Expiration of the Offer.

    (a)(10) Notice Sent to Employees on December 12, 2001 by E-Mail Reporting
            Results of the Offer.



                                    SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 3 to Schedule TO is true,
complete and correct.

                                          GEOWORKS CORPORATION

                                          /s/David L. Grannan
                                          --------------------------------------
                                          David L. Grannan
                                          President and Chief Executive Officer

Date: December 13, 2001




                                INDEX TO EXHIBITS

Exhibit
Number                            Description
- ------                            -----------

(a)(9)    Notice Sent to Employees on December 10, 2001 by E-Mail Announcing
          the Expiration of the Offer to Exchange and the Exercise Price and
          Date of Grant of New Options.

(a)(10)   Notice Sent to Employees on December 12, 2001 by E-Mail Announcing
          the Results of the Offer.

EX-99.(A)(9)

                                                                  Exhibit (a)(9)

                  Notice Sent to Employees on December 10, 2001
                  by E-Mail Following Expiration of the Offer

From:     Steve Mitchell

Sent:     Monday, December 10, 2001

To:       Company

Subject:  Announcement of Expiration of Offer to Exchange and Exercise Price and
          Date of Grant of New Options

Today we are pleased to announce that we have accepted all old options to
purchase common stock validly tendered for exchange pursuant to our Offer to
Exchange dated November 5, 2001 and not withdrawn prior to 9:00 p.m. Pacific
Standard Time on December 7, 2001.

We are currently in the process of determining the number of old options to
purchase common stock that were tendered for exchange in the offer. We will
announce shortly the total number of old options tendered for exchange and the
number of new options we will issue in exchange for those old options.

The new options will have an exercise price of One Dollar and Eleven Cents
($1.11) per share and a date of grant of December 7, 2001. The exercise price
per share was determined based on the lower of $1.43 (the closing price for our
common stock on November 20, 2001) or the closing price for our common stock on
December 7, 2001, each as reported by the Nasdaq National Market System. The
date of grant for the new options was determined based upon the date from which
the exercise price was chosen.

By Friday, December 14, 2001, we will distribute new option agreements to each
employee who validly tendered old options for exchange.

EX-99.(A)(10)

                                                                 Exhibit (a)(10)

                  Notice Sent to Employees on December 12, 2001
                    by E-Mail Reporting Results of the Offer

From:     Steve Mitchell

Sent:     Wednesday, December 12, 2001, 1:30 p.m.

To:       Company

Subject:  Announcement of Results of Offer to Exchange Outstanding Options

As previously announced, we have accepted all old options to purchase common
stock validly tendered for exchange pursuant to our Offer to Exchange dated
November 5, 2001 and not withdrawn prior to 9:00 p.m. Pacific Standard Time on
December 7, 2001.

     Old options to purchase approximately 3,517,514 shares of common stock were
tendered for exchange, representing approximately 99% of the options that were
eligible to be tendered in the Offer to Exchange. Subject to the terms and
conditions of the Offer, we will issue new options to purchase approximately
3,260,000 shares of Common Stock under the Option Plans with an exercise price
of One Dollar and Eleven Cents ($1.11) per share and a date of grant of December
7, 2001. The exercise price per share was determined based on the lower of $1.43
(the closing price for our common stock on November 20, 2001) or the closing
price for our common stock on December 7, 2001, each as reported by the Nasdaq
National Market System. The date of grant for the new options was determined
based upon the date from which the exercise price was chosen.

By Friday, December 14, 2001, we will distribute new option agreements to each
employee who validly tendered old options for exchange.