UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A

           |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2004

          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Commission File Number: 0-220-20

                                    CASTELLE
             (Exact name of Registrant as specified in its charter)

           California                                     77-0164056
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

           855 Jarvis Drive, Suite 100, Morgan Hill, California 95037
          (Address of principal executive offices, including zip code)

                                 (408) 852-8000
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes |X| No |_|

The number of shares of Common  Stock  outstanding  as of November  08, 2004 was
3,689,831.

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|



                                    CASTELLE
                                   FORM 10-Q/A
                                TABLE OF CONTENTS



                                                                                  PAGE
                                                                                  ----
                                                                                 
PART I - FINANCIAL INFORMATION.......................................................2

    ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.............................2

             CONDENSED CONSOLIDATED BALANCE SHEETS...................................4

             CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS...........................5

             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS.........................6

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS....................7

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS..........................................19

    ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS..................................................20

    ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK..............35

    ITEM 4.  CONTROLS AND PROCEDURES................................................35

PART II - OTHER INFORMATION.........................................................37

    ITEM 5.  LEGAL PROCEEDINGS......................................................37

    ITEM 6.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS............37

    ITEM 7.  DEFAULTS UPON SENIOR SECURITIES........................................37

    ITEM 8.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS....................37

    ITEM 9.  OTHER INFORMATION......................................................37

    ITEM 10. EXHIBITS...............................................................37

             SIGNATURES.............................................................38

             EXHIBIT 31.1  CERTIFICATION PURSUANT TO SECTION 302 OF THE
             SARBANES-OXLEY ACT OF 2002............................................E-1

             EXHIBIT 31.2  CERTIFICATION PURSUANT TO SECTION 302 OF THE
             SARBANES-OXLEY ACT OF 2002............................................E-2

             EXHIBIT 32.1  CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS
             ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.....E-3

             EXHIBIT 32.2  CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS
             ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.....E-4



                                       1


                         PART I - FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                EXPLANATORY NOTE

In a report on Form 8-K filed on March 31, 2005,  Castelle  ("the  Company",  or
"we") indicated that it has completed a review of its accounting  practices with
respect to the historical classification of cost of service revenues, procedures
for  recognizing   revenue   associated  with  extended  support  contracts  and
procedures for establishing the accrual for  paid-time-off,  and determined that
its historical  financial  statements as of and for the years ended December 31,
2002 and 2003,  and the three  quarters ended March 31, June 30 and September 30
of 2004  contained  certain  errors in the  application  of  Generally  Accepted
Accounting Principles as described below:

      a)    Classification of cost of service revenues

            The Company has concluded that its historical classification of cost
            of service revenues did not conform to Generally Accepted Accounting
            Principles.  Historically,  such costs have been improperly included
            as a component  of sales and  marketing  expenses  on the  Company's
            consolidated   statements  of  earnings;   however  under  Generally
            Accepted  Accounting  Principles,  such  costs  are  required  to be
            classified as cost of service  revenues.  For the three months ended
            September 30, 2004 and 2003, the Company has  reclassified  $207,000
            and $193,000,  respectively, out of sales and marketing and included
            these amounts  within cost of service  revenues in its statements of
            earnings. For the nine months ended September 30, 2004 and 2003, the
            Company has reclassified $621,000 and $542,000, respectively, out of
            sales and  marketing  and  included  these  amounts  within  cost of
            service  revenues.  The  reclassification  had no impact on reported
            sales, net income, earnings per share, or cash flows from operations
            for the respective  periods.  The  misclassification,  however,  did
            result in cost of sales  being  understated,  and gross  profit  and
            operating  expenses being  overstated by equal amounts.  The Company
            has concluded that the internal  control  deficiency that led to the
            errors in the historical  classification of cost of service revenues
            is a "material weakness" as defined by the Public Company Accounting
            Oversight Board's Auditing Standard No. 2.

            Effective  January 1, 2005, the Company  established a separate cost
            center to capture solely the cost of service revenues and such costs
            will be classified as a component of cost of sales.

            The  Company's  review  of such  costs was  prompted  in part by the
            receipt  in  November  2004 and  thereafter  of a series of  comment
            letters  issued  by  the  Division  of  Corporation  Finance  of the
            Securities and Exchange Commission to the Company.

      b)    Revenue recognition related to extended support contracts

            The Company has determined  that as a result of an internal  control
            deficiency,   service  revenues  attributable  to  extended  support
            contracts were overstated by $13,000 and $5,000 for the three months
            ended  September  30, 2004 and 2003,  respectively,  and $58,000 and
            $20,000  for the first nine  months of 2004 and 2003,  respectively.
            These amounts  should have been  deferred and  recognized as service
            revenues  in  subsequent  periods.  Such  errors  were the result of
            inadequate  procedures in place to correctly recognize sales related
            to extended support contracts.  The revenue overstatements represent
            less  than  1% of the  Company's  total  sales  for  the  respective
            periods. In


                                       2


            connection with their audit of the Company's  consolidated financial
            statements  for the year ended  December  31,  2004,  the  Company's
            independent  registered  public accounting firm, Grant Thornton LLP,
            concluded  that  the  internal  control  deficiency  that led to the
            aforementioned  revenue  recognition errors is a "material weakness"
            as  defined  by the  Public  Company  Accounting  Oversight  Board's
            Auditing Standard No. 2.

            During the first quarter of 2005, the Company  enhanced its internal
            accounting  system to ensure  that  revenue is  recognized  over the
            actual contract term.

      c)    Accrual for paid-time-off

            The  Company  has also  identified  an  error  that  resulted  in an
            overstatement of its accrual for paid-time-off beginning in 2002 and
            continuing through 2004. This error resulted in the overstatement of
            expenses  by $1,000  and  $2,000 in each of the  three-month  period
            which  ended  September  30,  2004 and 2003.  The  overstatement  of
            expenses was $3,000 and $5,000 for the nine months of 2004 and 2003,
            respectively.  During the first quarter of fiscal 2005,  the Company
            corrected  the  internal   control   deficiency  that  led  to  such
            over-accrual.

The  outcome  of the  review  referred  to  above  necessitated  adjustments  to
Castelle's  previously  filed  condensed   consolidated  balance  sheets  as  of
September 30, 2004 and December 31, 2003, and statements of earnings for each of
the three and nine months ended September 30, 2004 and 2003. These  adjustments,
together,  reduced the  reported  net income by $12,000 and $3,000 for the three
months  ended  September  30 of 2004 and 2003,  respectively,  and  $55,000  and
$15,000 for the nine months of 2004 and 2003, respectively. Basic net income per
share did not change for the three  months  ended  September  30,  2004 and 2003
compared  to the  amounts  previously  reported.  Diluted  income  per share was
reduced by $0.01 for the three months  ended  September  30,  2003,  but did not
change for the three months ended September 30, 2004, as compared to the amounts
previously  reported.  As a result of the adjustments  referenced to above,  the
historical financial statements and related financial  information  contained in
Castelle's  Quarterly  Reports on Form 10-Q for the period ended  September  30,
2004  should  no  longer  be relied  upon and are  superceded  by the  financial
statements and financial information in this Quarterly Report on Form 10-Q/A.

This amended Form 10-Q/A amends Items 1 and 2 of Part I of Castelle's  quarterly
report of Form 10-Q filed on November 12, 2004 to reflect these adjustments.


                                       3


                                    CASTELLE
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                            (unaudited and restated)
                                 (in thousands)



                                                                   September 30, 2004   December 31, 2003
                                                                   ------------------   -----------------
                                                                                     
Assets:
   Current assets:
     Cash and cash equivalents                                         $    5,032          $    4,614
     Accounts receivable, net of allowance for doubtful accounts
        of $37 and $39, respectively                                          948                 873
     Inventories                                                            1,532               1,177
     Prepaid expenses and other current assets                                187                 134
     Deferred taxes                                                           212                 380
                                                                       ----------          ----------
        Total current assets                                                7,911               7,178

   Property and equipment, net                                                243                 376
   Other non-current assets                                                   103                 103
   Deferred taxes, non-current                                                 --                 146
                                                                       ----------          ----------
        Total assets                                                   $    8,257          $    7,803
                                                                       ==========          ==========

Liabilities and Shareholders' Equity:
   Current liabilities:

     Long-term debt, current portion                                   $       14          $       16
     Accounts payable                                                         338                 314
     Accrued liabilities                                                    1,225               1,737
     Deferred revenue                                                       1,218                 955
                                                                       ----------          ----------
        Total current liabilities                                           2,795               3,022

     Long term debt, net of current portion                                    18                  29
                                                                       ----------          ----------
        Total liabilities                                                   2,813               3,051
                                                                       ----------          ----------

   Shareholders' equity:
     Common stock, no par value:
        Authorized:  25,000 shares
        Issued and outstanding: 3,682 and 3,425, respectively              27,545              27,258
     Accumulated deficit                                                  (22,101)            (22,506)
                                                                       ----------          ----------
        Total shareholders' equity                                          5,444               4,752
                                                                       ----------          ----------
        Total liabilities and shareholders' equity                     $    8,257          $    7,803
                                                                       ==========          ==========


See accompanying notes to unaudited condensed consolidated financial statements.


                                       4


                                    CASTELLE
                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                    (in thousands, except per share amounts)
                            (unaudited and restated)



                                                         Three months ended               Nine months ended
                                                    -----------------------------   -----------------------------
                                                    September 30,   September 30,   September 30,   September 30,
                                                        2004            2003             2004            2003
                                                    -------------   -------------   -------------   -------------
                                                                                           
Net sales:
   Products                                            $  2,079        $  2,081        $  6,181        $  6,232
   Services                                                 606             480           1,734           1,325
                                                       --------        --------        --------        --------
      Total net sales                                     2,685           2,561           7,915           7,557

Cost of sales:
   Products                                                 674             555           1,905           1,825
   Services                                                 207             192             621             540
                                                       --------        --------        --------        --------
      Total cost of sales                                   881             747           2,526           2,365

                                                       --------        --------        --------        --------
      Gross profit                                        1,804           1,814           5,389           5,192
                                                       --------        --------        --------        --------

Operating expenses:
    Research and development                                470             427           1,312           1,211
    Sales and marketing                                     612             652           1,882           1,796
    General and administrative                              486             497           1,459           1,463
                                                       --------        --------        --------        --------
       Total operating expenses                           1,568           1,576           4,653           4,470
                                                       --------        --------        --------        --------
Income from operations                                      236             238             736             722

    Interest income, net                                     10               5              18              13
    Other expense, net                                      (21)             (3)            (35)            (32)
                                                       --------        --------        --------        --------
Income before provision for income taxes                    225             240             719             703
    Provision for income taxes                               95               2             314               6
                                                       --------        --------        --------        --------
Net income                                             $    130        $    238        $    405        $    697
                                                       ========        ========        ========        ========

Income per share:
   Net income per common share - basic                 $   0.04        $   0.07        $   0.11        $   0.21
   Net income per common share - diluted               $   0.03        $   0.05        $   0.09        $   0.17
   Shares used in per share calculation - basic           3,647           3,286           3,573           3,260
   Shares used in per share calculation - diluted         4,353           4,344           4,414           4,154


See accompanying notes to unaudited condensed consolidated financial statements.


                                       5


                                    CASTELLE
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                            (unaudited and restated)



                                                                          Nine months ended
                                                                    ------------------------------
                                                                    September 30,    September 30,
                                                                        2004             2003
                                                                    -------------    -------------
                                                                                 
Cash flows from operating activities:
   Net income                                                         $    405         $    697
   Adjustments to reconcile net income to net cash provided by
      operating activities:
     Loss on disposal of fixed assets                                        2               --
     Depreciation and amortization                                         155              160
     Provision for doubtful accounts and sales returns                     (10)            (227)
     Provision for excess and obsolete inventory                           (32)            (139)
     Deferred taxes                                                        314               --
     Changes in assets and liabilities:
      Accounts receivable                                                  (65)              80
      Inventories                                                         (323)             132
      Prepaid expenses and other current assets                            (53)            (127)
      Accounts payable                                                      24               (2)
      Accrued liabilities                                                 (512)             114
         Deferred revenue                                                  263              297
                                                                      --------         --------
         Net cash provided by operating activities                         168              985

Cash flows from investing activities:
   Purchase of property and equipment                                      (24)            (140)
                                                                      --------         --------
        Net cash used in investing activities                              (24)            (140)
Cash flows from financing activities:
   Repayment of long-term debt                                             (13)             (16)
   Repurchase of common stock                                               --              (49)
   Proceeds from issuances of common stock,                                287              191
                                                                      --------         --------
        Net cash provided by financing activities                          274              126

Net increase in cash and cash equivalents                                  418              971

Cash and cash equivalents at beginning of period                         4,614            3,460
                                                                      --------         --------
Cash and cash equivalents at end of period                            $  5,032         $  4,431
                                                                      ========         ========

Supplemental Information:

Cash paid during the period for:
   Interest                                                           $      4         $      7
                                                                      ========         ========


See accompanying notes to unaudited condensed consolidated financial statements.


                                       6


                                    CASTELLE
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

1.    Basis of Presentation:

      The accompanying  unaudited condensed  consolidated  financial  statements
      include the accounts of Castelle and its  wholly-owned  subsidiary  in the
      United  Kingdom.   These  financial   statements  have  been  prepared  in
      accordance with  accounting  principles  generally  accepted in the United
      States of America.  All intercompany  balances and transactions  have been
      eliminated.  In our opinion,  all adjustments  (consisting  only of normal
      recurring adjustments) considered necessary for a fair presentation of our
      financial position,  results of operations and cash flows at the dates and
      for  the  periods  indicated  have  been  included.  Because  all  of  the
      disclosures  required by accounting  principles  generally accepted in the
      United  States of America are not included in the  accompanying  condensed
      consolidated  financial  statements and related notes, they should be read
      in  conjunction  with the audited  consolidated  financial  statements and
      related  notes  included in the  Company's  Forms 10-K for the years ended
      December  31,  2003 and  2004.  The  condensed  balance  sheet  data as of
      December 31, 2003 was derived from our audited  financial  statements  and
      does not include all of the disclosures required by accounting  principles
      generally  accepted  in the  United  States of  America.  The  results  of
      operations  for the periods  presented are not  necessarily  indicative of
      results that we expect for any future period, or for the entire year.

      The  preparation  of financial  statements  in conformity  with  Generally
      Accepted   Accounting   Principles  requires  us  to  make  estimates  and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure  of  contingent  assets  and  liabilities  at the  date  of the
      financial  statements,  and the reported  amounts of revenues and expenses
      during the  reporting  period.  Actual  results  could  differ  from those
      estimates.

      We believe that our existing cash balances and anticipated cash flows from
      operations will be sufficient to meet our anticipated capital requirements
      for  the  next  12  months.  If we  have a  need  for  additional  capital
      resources,   we  may  be  required  to  sell  additional  equity  or  debt
      securities,  secure additional lines of credit or obtain other third party
      financing.  The timing and amount of such capital  requirements  cannot be
      determined at this time and will depend on a number of factors,  including
      demand  for  our  existing  and  new  products,  if any,  and  changes  in
      technology in the networking industry. There can be no assurance that such
      additional  financing will be available on satisfactory terms when needed,
      if at all.  Failure to raise such  additional  financing,  if needed,  may
      result in us not being able to achieve our long-term business  objectives.
      To the  extent  that  additional  capital  is raised  through  the sale of
      additional  equity or convertible  debt  securities,  the issuance of such
      securities would result in additional dilution to our shareholders.

      In addition,  because we are  dependent on a small number of  distributors
      for a significant portion of the sales of our products, the loss of any of
      our  major  distributors  or their  inability  to  satisfy  their  payment
      obligations to us could have a significant adverse effect on our business,
      operating  results and  financial  condition.  In the first nine months of
      2004 and 2003,  Ingram Micro and Tech Data, our two largest  distributors,
      collectively  represented  approximately  44% and  50% of our  net  sales,
      respectively.

      We do not currently have any material  long-term supply contracts with any
      of our manufacturing  subcontractors or component  suppliers.  We purchase
      finished  products and  components on a purchase  order basis.  We own all
      engineering, sourcing documentation, functional test equipment


                                       7


      and tooling used in  manufacturing  our products and believe that we could
      shift product  assembly to alternate  suppliers if necessary.  Certain key
      components  of our  products,  including  a modem chip set from  Conexant,
      microprocessors from Motorola,  integrated circuits from Intel and Kendin,
      are  currently  available  from single  sources.  Other  components of our
      products are currently available from only a limited number of sources. In
      addition,  certain manufacturers have announced the end-of-life of certain
      standard  off-the-shelf  components  which  are  being  used  by us in the
      manufacture of our FaxPress Products.  However,  we have purchased what we
      believe to be at least two years worth of  supplies  of these  end-of-life
      components  in an effort to assure  an  uninterrupted  supply of  FaxPress
      Products to our customers for the next two years,  while we decide whether
      to re-engineer our Products with the manufacturers'  suggested replacement
      parts, or develop new replacement  products. We believe that most of these
      end-of-life  components  will be  utilized  in the  following  two  years,
      resulting in insignificant amounts of excessive inventory, or none at all.
      We believe that Castelle's  liquidity continues to be strong despite these
      purchases, as our cash reserves have increased during the periods when the
      parts were purchased.

      Certain  reclassifications  have been made to the prior period's financial
      statements to conform to the current period presentation. We have restated
      the  three and nine  months  ended  September  30,  2003 to show  separate
      presentation of product and service  revenue,  to conform with the current
      period disclosure.

2.    Restatement of Issued Financial Statements

      The  Company  has  completed  a review of its  accounting  practices  with
      respect to the  historical  classification  of cost of  service  revenues,
      procedures  for  recognizing  revenue  associated  with  extended  support
      contracts and procedures for establishing  the accrual for  paid-time-off,
      and determined that its previously  filed condensed  consolidated  balance
      sheets as of September 30, 2004 and December 31, 2003,  and  statements of
      earnings  for each of the three and nine months ended  September  30, 2004
      and 2003 contained certain errors in the application of Generally Accepted
      Accounting Principles as described below:

      a.    Classification of cost of service revenues

            The Company has concluded that its historical classification of cost
            of service revenues did not conform to Generally Accepted Accounting
            Principles.  Historically,  such costs have been improperly included
            as a component  of sales and  marketing  expenses  on the  Company's
            consolidated   statements  of  earnings;   however  under  Generally
            Accepted  Accounting  Principles,  such  costs  are  required  to be
            classified as cost of service  revenues.  For the three months ended
            September 30, 2004 and 2003, the Company has  reclassified  $207,000
            and $193,000,  respectively, out of sales and marketing and included
            these amounts  within cost of service  revenues in its statements of
            earnings. For the nine months ended September 30, 2004 and 2003, the
            Company has reclassified $621,000 and 542,000,  respectively, out of
            sales and  marketing  and  included  these  amounts  within  cost of
            service  revenues.  The  reclassification  had no impact on reported
            sales, net income, earnings per share, or cash flows from operations
            for the respective  periods.  The  misclassification,  however,  did
            result in cost of sales  being  understated,  and gross  profit  and
            operating  expenses  being  overstated by equal  amounts.  Effective
            January 1, 2005,  the Company  established a separate cost center to
            capture  solely the cost of service  revenues and such costs will be
            classified as a component of cost of sales.

      b.    Revenue recognition related to extended support contracts


                                       8


            The Company has determined  that as a result of an internal  control
            deficiency,   service  revenues  attributable  to  extended  support
            contracts were overstated by $13,000 and $5,000 for the three months
            ended  September  30, 2004 and 2003,  respectively,  and $58,000 and
            $20,000  for the first nine  months of 2004 and 2003,  respectively.
            These amounts  should have been  deferred and  recognized as service
            revenues  in  subsequent  periods.  Such  errors  were the result of
            inadequate  procedures in place to correctly recognize sales related
            to extended support contracts.  The revenue overstatements represent
            less  than  1% of the  Company's  total  sales  for  the  respective
            periods.

            During the first quarter of 2005, the Company  enhanced its internal
            accounting  system to ensure  that  revenue is  recognized  over the
            actual contract term.

      c)    Accrual for paid-time-off

            The  Company  has also  identified  an  error  that  resulted  in an
            overstatement of its accrual for paid-time-off beginning in 2002 and
            continuing through 2004. This error resulted in the overstatement of
            expenses  by $1,000  and  $2,000 in each of the  three-month  period
            which  ended  September  30,  2004 and 2003.  The  overstatement  of
            expenses was $3,000 and $5,000 for the nine months of 2004 and 2003,
            respectively.  During the first quarter of fiscal 2005,  the Company
            corrected  the  internal   control   deficiency  that  led  to  such
            over-accrual.


                                       9


      The following  tables  summarize the impact of the  adjustments  described
      above (amounts in thousands, except per share data):

         Reconciliation of Condensed Consolidated Statements of Earnings



                                              For the three months ended                For the nine months ended
                                                  September 30, 2004                        September 30, 2004
                                         ------------------------------------      ------------------------------------
                                            As                          As            As                          As
                                            --                          --            --                          --
                                         reported    Adjustments     restated      reported    Adjustments     restated
                                         --------    -----------     --------      --------    -----------     --------
                                                                                               
Sales:
  Products                                 $2,079            --        $2,079        $6,181            --        $6,181
  Services                                    619           (13)          606         1,792           (58)        1,734
                                         ------------------------------------      ------------------------------------
     Net sales                              2,698           (13)        2,685         7,973           (58)        7,915

Cost of sales
  Products                                    674            --           674         1,905            --         1,905
  Services                                     --           207           207            --           621           621
                                         ------------------------------------      ------------------------------------
     Total cost of sales                      674           207           881         1,905           621         2,526

     Gross Profit                           2,024          (220)        1,804         6,068          (679)        5,389

Operating expenses:
   Research and engineering                   470            --           470         1,312            --         1,312
   Sales and marketing                        820          (208)          612         2,506          (624)        1,882

   General and administrative                 486            --           486         1,459            --         1,459
                                         ------------------------------------      ------------------------------------
     Total operating expenses               1,776          (208)        1,568         5,277          (624)
                                                                                                                  4,653
     Operating income                         248           (12)          236           791           (55)          736

Other income/(expense), net                   (11)           --           (11)          (17)           --           (17)

                                         ------------------------------------      ------------------------------------
Income before provision for/(benefit
from) income taxes                            237           (12)          225           774           (55)          719

Provision for (benefit from) income
taxes                                          95            --            95           314            --           314

                                         ------------------------------------      ------------------------------------
     Net income                              $142          ($12)         $130          $460          ($55)         $405
                                         ====================================      ====================================

Net income per common share:
     Basic                                  $0.04            --         $0.04         $0.13        ($0.02)        $0.11
                                         ====================================      ====================================
     Diluted                                $0.03            --         $0.03         $0.10        ($0.01)        $0.09
                                         ====================================      ====================================

Shares used in per share calculation
     Basic                                  3,647                       3,647         3,573                       3,573
                                         ====================================      ====================================
     Diluted                                4,353                       4,353         4,414                       4,414
                                         ====================================      ====================================



                                       10




                                              For the three months ended              For the nine months ended
                                                  September 30, 2003                      September 30, 2003
                                         ------------------------------------     ------------------------------------
                                            As                          As           As                          As
                                            --                          --           --                          --
                                         reported    Adjustments     restated     reported    Adjustments     restated
                                         --------    -----------     --------     --------    -----------     --------
                                                                                               
Sales:
  Products                                 $2,081            --        $2,081       $6,232            --        $6,232
  Services                                    485            (5)          480        1,345           (20)        1,325
                                         ------------------------------------     ------------------------------------
     Net sales                              2,566            (5)        2,561        7,577           (20)        7,557

Cost of sales
  Products                                    555            --           555        1,825            --         1,825
  Services                                     --           192           192           --           540           540
                                         ------------------------------------     ------------------------------------
     Total cost of sales                      555           192           747        1,825           540         2,365

     Gross Profit                           2,011          (197)        1,814        5,752          (560)        5,192

Operating expenses:
   Research and engineering                   427            --           427        1,211            --         1,211
   Sales and marketing                        846          (194)          652        2,341          (545)        1,796

   General and administrative                 497            --           497        1,463            --         1,463
                                         ------------------------------------     ------------------------------------
     Total operating expenses               1,770          (194)        1,576        5,015          (545)        4,470
                                                                                                                 
     Operating income                         241            (3)          238          737           (15)          722

Other income/(expense), net                    (2)           --             2          (19)           --           (19)

                                         ------------------------------------     ------------------------------------
Income before provision for/(benefit          243            (3)          240          718           (15)          703
from) income taxes                            

Provision for (benefit from) income
taxes                                           2            --             2            6            --             6

                                         ------------------------------------     ------------------------------------
     Net income                              $241           ($3)         $238         $712          ($15)         $697
                                         ====================================     ====================================

Net income per common share:
     Basic                                  $0.07            --         $0.07        $0.22        ($0.01)        $0.21
                                         ====================================     ====================================
     Diluted                                $0.06        ($0.01)        $0.05        $0.17            --         $0.17
                                         ====================================     ====================================

Shares used in per share calculation
     Basic                                  3,286                       3,286        3,260                       3,260
                                         ====================================     ====================================
     Diluted                                4,344                       4,344        4,154                       4,154
                                         ====================================     ====================================



                                       11


         Summary of Adjustments to Condensed Consolidated Balance Sheets



                                          As of September 30, 2004                   As of December 31, 2003
                                    ------------------------------------      ------------------------------------
                                       As                          As            As                          As
                                    reported    Adjustments     restated      reported    Adjustments     restated
                                                                                        
Current liabilities:
   Accrued liabilities               $1,250           $25        $1,225        $1,759           $22        $1,737

   Deferred revenue                   1,114          (104)        1,218           909           (46)          955
     Total current liabilities        2,716           (79)        2,795         2,998           (24)        3,022
     Total liabilities                2,734           (79)        2,813         3,027           (24)        3,051

Shareholders' equity:
   Accumulated deficit              (22,022)          (79)      (22,101)      (22,482)          (24)      (22,506)
   Total shareholders' equity         5,523           (79)        5,444         4,776           (24)        4,752
   Total liabilities and
     shareholders' equity            $8,257            --        $8,257         7,803            --         7,803


3.    Revenue Recognition:

      We recognize revenue based on the provisions of Staff Accounting  Bulletin
      No. 104 "Revenue  Recognition," AICPA Statement of Position No. 97-2 ("SOP
      97-2")   "Software   Revenue   Recognition,"   as  amended  by  SOP  98-9,
      "Modification of SOP 97-2, Software Revenue  Recognition,  with Respect to
      Certain  Transactions,"  and Statement of Financial  Accounting  Standards
      ("SFAS") No. 48 "Revenue Recognition When Right of Return Exists."

      The  Company  uses  the  residual  method  to  recognize  revenue  when an
      agreement  includes one or more elements to be delivered at a future date.
      If there is an  undelivered  element  under the  arrangement,  the Company
      defers  revenue based on  vendor-specific  objective  evidence of the fair
      value of the undelivered  element, as determined by the price charged when
      the element is sold separately.  If vendor-specific  objective evidence of
      fair value does not exist for all undelivered elements, the Company defers
      all revenue  until  sufficient  evidence  exists or all elements have been
      delivered.

      Product revenue is recognized when all of the following  criteria are met:
      persuasive evidence of an arrangement exists;  delivery has occurred;  the
      fee is fixed and determinable;  collection is probable; and returns can be
      reasonably estimated. If an acceptance period or other contingency exists,
      revenue is  recognized  upon  satisfaction  of the  contingency,  customer
      acceptance or  expiration of the  acceptance  period.  Shipment  generally
      occurs  and  title and risk of loss is  transferred  when the  product  is
      delivered to a common carrier.

      We enter into agreements with some of our distributors that permit limited
      stock rotation  rights.  These stock rotation rights allow the distributor
      to return  products  for credit but  require the  purchase  of  additional
      products of equal value.  Customers who purchase products directly from us
      also have  limited  return  rights,  which  expire  30 days  from  product
      shipment.  Revenues  subject to stock  rotation or other return rights are
      reduced by our estimates of anticipated exchanges and returns.

      Pursuant  to  our  agreements  with  distributors,  we  also  protect  our
      distributors'  exposure related to the impact of price reductions.  Future
      price  adjustments  are  estimated  and  accrued  at the time of sale as a


                                       12


      reduction in revenue.

      We  generally  provide our  distributors  the  opportunity  to earn volume
      incentive  rebates  based on  sales  volume  achieved  during  the  fiscal
      quarter.  These incentive  rebates are accrued in the quarter incurred and
      recorded as a reduction in revenue.

      We also provide co-op and market  development  funds to our  distributors.
      These  incentives  are  accrued  at the time  revenue  is  recognized  and
      recorded as a reduction in revenue.

      We offer a standard  trade-in  discount to all of our  end-user  customers
      under  which the  customer,  upon  trade-in  of any  previously  purchased
      product,  is entitled to a discount from our  published  price list on any
      product  included  in  our  current  product  offerings.  We  require  our
      customers  to  physically  return the  previously  purchased  products  to
      qualify for the trade-in discount. We account for the trade-in discount as
      a  reduction  of  revenue  at the time the  product is traded in and a new
      product is purchased.

      Payment terms to our distributors and customers are generally thirty days,
      cash in advance, or by credit card.

      We evaluate  product  sales  through  our  distribution  channels  and the
      related reserve requirement to establish an estimate for our sales returns
      reserve by reviewing detailed point-of-sales and on-hand inventory reports
      provided  to us  by  our  channel  partners.  Based  on a  combination  of
      historical return  experience,  the sales activities to end-user customers
      by our  channel  partners  and the  level  of  inventories  on hand at the
      channel  partners,  we  determine  our returns  reserve at the end of each
      financial period, and increases or reduce the reserve balance accordingly.

      We provide  standard  support to our  customers  for an initial  period of
      sixty days,  which  includes  advance swap of the  defective  hardware and
      software,  bug fixes, software upgrades and technical support. In addition
      to standard  support,  we also offer our  customers the option to purchase
      extended  support at the time of product  purchase or anytime  thereafter.
      Extended support covers hardware and software for a period of one year. We
      have established  vendor-specific  objective  evidence with respect to the
      fair value of the standard support contracts based on standalone sales and
      renewals of our one-year extended support contracts. The fair value of our
      sixty day support  contracts  included with product sales is determined by
      pro-rating the related one-year extended support  contracts.  We recognize
      revenue from  extended  support  contracts  ratably over the period of the
      contract based on contract service dates.

      We do  not  sell  software,  which  is  incorporated  into  our  hardware,
      separately,  other than for our  customers to purchase an upgrade to their
      existing products when we announce a major release of the software.

4.    Net Income Per Share:

      Basic net  income  per share is  computed  by  dividing  net income by the
      weighted  average  number of common  shares  outstanding  for such period.
      Diluted net income per share  reflects  the  potential  dilution  from the
      exercise or  conversion  of other  securities  into common stock that were
      outstanding  during the  period.  Diluted  net  income per share  excludes
      shares  that are  potentially  dilutive if their  effect is  antidilutive.
      Dilutive  potential  shares consist of incremental  common shares issuable
      upon exercise of stock options.


                                       13


      Basic and  diluted net income per share is  calculated  as follows for the
      third quarter and first nine months of 2004 and 2003 (in thousands, except
      per share amounts):



                                                                (in thousands, except per share amounts)
                                                            ------------------------------------------------
                                                                        (Unaudited and restated)
                                                            ------------------------------------------------
                                                              Three months ended         Nine months ended
                                                            ----------------------    ----------------------
                                                             September    September    September    September
                                                             30, 2004     30, 2003     30, 2004     30, 2003
                                                             ---------    ---------    ---------    ---------
                                                                                        
       Basic:
          Weighted average common shares outstanding            3,647        3,286        3,573        3,260
                                                             ========     ========     ========     ========
          Net income                                         $    130     $    238     $    405     $    697
                                                             ========     ========     ========     ========
          Net income per common share - basic                $   0.04     $   0.07     $   0.11     $   0.21
                                                             ========     ========     ========     ========

       Diluted:
          Weighted average common shares outstanding            3,647        3,286        3,573        3,260
          Common equivalent shares from stock options             706        1,058          840          894
                                                             --------     --------     --------     --------
          Shares used in per share calculation - diluted        4,353        4,344        4,414        4,154
                                                             ========     ========     ========     ========
          Net income                                         $    130     $    238     $    405     $    697
                                                             ========     ========     ========     ========
          Net income per common share - diluted              $   0.03     $   0.05     $   0.09     $   0.17
                                                             ========     ========     ========     ========


      The  calculation of diluted shares  outstanding for the three months ended
      September 30, 2004 excludes  162,750  shares of common stock issuable upon
      exercise of outstanding stock options, as their effect was antidilutive in
      the period.  The  calculation of diluted shares  outstanding  for the nine
      months ended  September  30, 2004  excludes  25,205 shares of common stock
      issuable upon exercise of outstanding  stock options,  as their effect was
      antidilutive in the period.  The calculation of diluted shares outstanding
      for the nine months ended  September 30, 2003 excludes  121,000  shares of
      common stock issuable upon exercise of outstanding stock options, as their
      effect was  antidilutive in the period.  The calculation of diluted shares
      outstanding for the three months ended September 30, 2003 does not exclude
      any shares of common stock that are  antidilutive,  as there were none for
      the period.

5.    Stock-Based Compensation

      We account for our  stock-based  compensation  plans  using the  intrinsic
      value method  prescribed  in Accounting  Principles  Board Opinion No. 25,
      "Accounting  for Stock Issued to Employees."  Compensation  cost for stock
      options,  if any, is measured by the excess of the quoted  market price of
      our stock at the date of grant  over the  amount an  employee  must pay to
      acquire   the  stock.   SFAS  No.   123,   "Accounting   for   Stock-Based
      Compensation,"  established accounting and disclosure requirements using a
      fair-value   based  method  of   accounting   for   stock-based   employee
      compensation plans.

      Had compensation  costs been determined  consistent with SFAS No. 123, our
      net  income,  would  have been  changed  to the  amounts  indicated  below
      (unaudited, in thousands, except per share data):


                                       14




                                                        Three months ended         Nine months ended
                                                      ----------------------    ----------------------
                                                      September    September    September    September
                                                      30, 2004     30, 2003     30, 2004     30, 2003
                                                      ---------    ---------    ---------    ---------
                                                                        (Restated)
                                                                                 
       Net Income - as reported                       $    130     $    238     $    405     $    697
       Fair value of stock-based compensation, net
           of taxes                                       (128)         (86)        (382)        (173)
       Net income - pro forma                                2          152           23          524
       Net income per share - basic - as reported     $   0.04     $   0.07     $   0.11     $   0.21
       Net income per share - diluted - as reported   $   0.03     $   0.05     $   0.09     $   0.17
       Net income per share - basic - pro forma       $   0.00     $   0.05     $   0.01     $   0.16
       Net income per share - diluted - pro forma     $   0.00     $   0.03     $   0.01     $   0.13


      We account for stock-based compensation arrangements with non-employees in
      accordance  with Emerging  Issues Task Force ("EITF")  Abstract No. 96-18,
      Accounting for Equity  Instruments That Are Issued to Other Than Employees
      for  Acquiring,  or  in  Conjunction  with  Selling,  Goods  or  Services.
      Accordingly,  unvested  options and  warrants  held by  non-employees  are
      subject  to  revaluation  at each  balance  sheet  date  based on the then
      current fair market value.

6.    Inventories:

      Inventories  are stated at the lower of standard cost (which  approximates
      cost on a first-in,  first-out  basis) or market and net of provisions for
      excess  and  obsolete   inventory.   Inventory   details  are  as  follows
      (unaudited, in thousands):

                                          September 30, 2004   December 31, 2003
                                          ------------------   -----------------
           Raw material                        $  1,072            $    610
           Work in process                          104                  --
           Finished goods                           356                 567
                                               --------            --------
                     Total inventory           $  1,532            $  1,177
                                               ========            ========

      After the announcement by our component  suppliers that new components are
      available to replace  certain of their  end-of-life  components  currently
      used in our FaxPress products,  we have purchased  approximately two years
      worth of these  end-of-life  components in an effort to guarantee a smooth
      supply of our FaxPress  Products to our  customers.  As of  September  30,
      2004, we have  approximately  $600,000 worth of end-of-life  components as
      compared to $361,000 at the end of December 31, 2004. We believe that most
      of these  end-of-life  components  will be utilized in the  following  two
      years, resulting in insignificant amounts of excessive inventory,  or none
      at all.

      Inventories  are  reduced  for  excess  and  obsolete  inventories.  These
      write-downs are based on  management's  review of inventories on hand on a
      quarterly basis, compared to management's assumptions about future demand,
      market  conditions  and  anticipated  timing  of the  release  of  product
      upgrades or next  generation  products.  If actual market  conditions  for
      future demand are less favorable than those  projected by us or if product
      upgrades  or  next   generation   products  are   released   earlier  than
      anticipated,  additional inventory  write-downs may be required.  Obsolete
      products removed from gross inventory are physically scrapped.


                                       15


7.    Segment Information:

      We have determined that we operate in one segment.  Revenues by geographic
      area are  determined by the location of the customer and are summarized as
      follows (unaudited, in thousands):



                                                                 (Unaudited and restated)
                                                       ---------------------------------------------
                                                        Three months ended       Nine months ended
                                                       ---------------------   ---------------------
                                                       September   September   September   September
                                                       30, 2004    30, 2003    30, 2004    30, 2003
                                                       ---------   ---------   ---------   ---------
                                                                               
           United States                               $  2,182    $  1,961    $  6,572    $  5,954
           Europe                                           186         192         518         520
           Pacific Rim                                      265         297         600         797
           Rest of Americas, excluding United States         52         111         225         286
                                                       --------    --------    --------    --------

              Total Revenues                           $  2,685    $  2,561    $  7,915    $  7,557
                                                       ========    ========    ========    ========


      Customers  that  individually  accounted for greater than 10% of net sales
      are as follows (unaudited, in thousands):



                                Quarter Ended                              Nine Months Ended
                  ----------------------------------------     -----------------------------------------
                  September 30, 2004    September 30, 2003     September 30, 2004     September 30, 2003
      Customer    Amount   Percentage   Amount   Percentage    Amount   Percentage    Amount  Percentage
      --------    ------   ----------   ------   ----------    ------   ----------    ------  ----------
                                                                          
         A        $  357       13%      $  496       19%      $ 1,796       23%      $ 1,608      21%
         B        $  592       22%      $  874       34%      $ 1,668       21%      $ 2,188      29%


8.    Comprehensive Income:

      Comprehensive  income is the change in equity from  transactions and other
      events and  circumstances  other than those resulting from  investments by
      owners and distributions to owners. There are no significant components of
      comprehensive  income  excluded  from net income,  therefore,  no separate
      statement of comprehensive income has been presented.

9.    Commitments and Contingencies:

      Contingencies

      From time to time,  we are involved in various  legal  proceedings  in the
      ordinary  course  of  business.  We  are  not  currently  involved  in any
      litigation, which, in our opinion, would have a material adverse effect on
      our  business,  operating  results,  cash  flows or  financial  condition;
      however,  there  can be no  assurance  that any such  proceeding  will not
      escalate or otherwise become material to our business in the future.

      Lease Commitments

      The following  represents  combined  aggregate  maturities  for all of our
      financing  and  commitments  under  operating  and  capital  leases  as of
      September 30, 2004 (unaudited, in thousands):


                                       16




                                                   Operating   Capital Lease      Total
                                                    Leases      Obligations    Commitments
                                                   ---------------------------------------
                                                                       
          Three months ending December 31, 2004    $     52      $      4       $     56
          Year ending December 31, 2005                 207            18            225
          Year ending December 31, 2006                 207            15            222
          Year ending December 31, 2007                 207            --            207
          Year ending December 31, 2008                 207            --            207
          Year ending December 31, 2009                  86            --             86
                                                   -------------------------------------
          Total Commitments                        $    967      $     37       $  1,004
           Less amount representing interest             --            (5)            (5)
                                                   -------------------------------------
                      Present value of lease       $    967      $     32       $    999
                                 obligations
                                                   =====================================


      We have extended our building lease for a term of five years commencing on
      June 1, 2004 and expiring on May 31, 2009, with one conditional three-year
      renewal option, which if exercised, would extend the lease to May 31, 2012
      commencing with rent at ninety-five percent of fair market value.

      We lease  certain of our  equipment  under  various  operating and capital
      leases that expire at various  dates through  2006.  The lease  agreements
      frequently include renewal,  escalation  clauses and purchase  provisions,
      and  require us to pay  taxes,  insurance  and  maintenance  costs.  As of
      September 30, 2004, we had $32,000  outstanding  under a loan and security
      agreement, which is subject to an interest rate of 12.8%.

      On August 2, 2004,  we secured  from Silicon  Valley Bank a new  revolving
      line of credit to replace the previous credit facility.  The new revolving
      line of credit  provides  for  borrowings  of up to $4.0 million and has a
      one-year  term.  Borrowings  under  this  line  of  credit  agreement  are
      collateralized  by all of our assets and bear interest at the bank's prime
      rate plus  0.50%.  Under the new  facility  we are  required  to  maintain
      certain  minimum  cash  and  investment  balances  with  the bank and meet
      certain other financial  covenants.  As of September 30, 2004, we have not
      drawn down on the line of credit and were in compliance  with the terms of
      the agreement.

      Product Warranties and Guarantor Arrangements

      We offer  warranties  on certain  products and record a liability  for the
      estimated  future costs  associated with warranty  claims,  which is based
      upon historical  experience and our estimate of the level of future costs.
      Warranty  costs are  reflected  in the  Statement of Earnings as a Cost of
      Sales. If actual warranty costs are different from our estimated costs, or
      if the warranty claims were to be significantly higher than our historical
      experience,  then  revisions to the  estimated  warranty  liability may be
      required and the warranty  expense  could  change from current  levels.  A
      reconciliation of the changes in our warranty liability during the periods
      presented is as follows (in thousands):



                                                                               (Unaudited)
                                                              ---------------------------------------------
                                                               Three months ended       Nine months ended
                                                              ---------------------   ---------------------
                                                              September   September   September   September
                                                              30, 2004    30, 2003    30, 2004    30, 2003
                                                              ---------   ---------   ---------   ---------
                                                                                       
           Balance at beginning of period                      $   22      $   31      $   22      $   34
           Accruals for warranties issued during the period        --          16           2          49
           Actual warranty expense                                 (5)         (8)         (7)        (44)
                                                               ------      ------      ------      ------

           Balance at end of period                            $   17      $   39      $   17      $   39
                                                               ======      ======      ======      ======



                                       17


      As  permitted  under  California  law,  and  under the  provisions  of our
      articles of incorporation  and by-laws,  we are obligated to indemnify our
      officers and directors for certain events or occurrences while the officer
      or director is, or was, serving at our request in such capacity.  The term
      of the indemnification period is for the officer's or director's lifetime.
      The maximum  potential  amount of future  payments  the  Company  could be
      required  to make under these  indemnification  agreements  is  unlimited;
      however,  we have a director and officer  insurance policy that limits our
      exposure and enables us to recover a portion of any future  amounts  paid.
      As a result of our  insurance  policy  coverage,  we believe the estimated
      fair value of these indemnification agreements is minimal.

      We enter into standard  indemnification  agreements  with our customers in
      the  ordinary  course  of  business.  Pursuant  to  these  agreements,  we
      indemnify, hold harmless, and agree to reimburse the indemnified party for
      losses  suffered or  incurred  by the  indemnified  party,  generally  our
      business partners or customers, in connection with any U.S. patent, or any
      copyright or other intellectual  property  infringement claim by any third
      party with  respect  to our  products.  The term of these  indemnification
      agreements is generally  perpetual  following  execution of the agreement.
      The maximum  potential  amount of future  payments we could be required to
      make under these indemnification agreements is unlimited; however, we have
      never incurred claims or costs to defend lawsuits or settle claims related
      to these indemnification agreements.

10.   Stock Buyback:

      In the fourth quarter of 2002, our Board of Directors  authorized us, from
      time to time, to repurchase  at market  prices,  up to $2.3 million of our
      common stock for cash in open market,  negotiated  or block  transactions.
      The timing of such  transactions will depend on market  conditions,  other
      corporate  strategies and will be at the discretion of our management.  No
      time limit was set for the completion of this program.  At the time of the
      approval  by the Board of  Directors,  we had  approximately  4.8  million
      shares of common stock outstanding.  During the fourth quarter of 2002, we
      repurchased  from  open  market  and  negotiated  transactions  a total of
      approximately  1.6 million shares for  approximately  $1.8 million,  at an
      average per share  price of $1.10.  During the first  quarter of 2003,  we
      repurchased  from open market  transactions  a total of 46,500  shares for
      $49,000,  at an average per share price of $1.04.  We have not repurchased
      any shares  since the first  quarter of 2003,  but intend to  continue  to
      execute our buyback  program as we determine  necessary.  The  approximate
      dollar  value of  shares  that may yet be  repurchased  under the plan was
      $420,000 as of September 30, 2004.

11.   Recent Accounting Pronouncements:

      In December 2003, the Financial Accounting Standards Board ("FASB") issued
      a revised FASB interpretation No. 46, "Consolidation for Variable Interest
      Entities, an interpretation of ARB No. 51" ("FIN 46R"). The FASB published
      the revision to clarify and amend some of the original  provisions  of FIN
      46, which was issued in January 2003, and to exempt certain  entities from
      its  requirements.  A Variable Interest Entity ("VIE") refers to an entity
      subject   to   consolidation   according   to   the   provisions   of  the
      Interpretation.  FIN 46R applies to entities  whose equity  investment  at
      risk is insufficient to finance that entity's activities without receiving
      additional   subordinated  financial  support  provided  by  any  parties,
      including  equity holders,  or where the equity  investors (if any) do not
      have a controlling financial interest.  FIN 46R provides that if an entity
      is the primary beneficiary of a VIE, the assets, liabilities,  and results
      of operations of the VIE should be consolidated in the entity's  financial
      statements.   In  addition,   FIN  46R  requires  that  both  the  primary
      beneficiary and all other enterprises with a significant variable interest
      in a VIE provide additional disclosures. The Company was required to adopt
      the provisions of FIN 46R in the Company's fiscal 2004 first quarter.  The
      adoption  of FIN 46R did  not  have a  material  impact  on the  Company's
      financial position or results of operations.


                                       18


                   SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

This  document  contains  forward-looking  statements  that  involve  risks  and
uncertainties.  Our  operating  results may vary  significantly  from quarter to
quarter  due to a variety  of  factors,  including  changes in our  product  and
customer  mix,  constraints  in our  manufacturing  and  assembling  operations,
shortages or increases in the prices of raw materials and components, changes in
pricing  policy  by us or our  competitors,  a  slowdown  in the  growth  of the
networking market, seasonality,  timing of expenditures, and economic conditions
in the United States, Europe and Asia. Words such as "believes,"  "anticipates,"
"expects,"   "intends"  and  similar   expressions   are  intended  to  identify
forward-looking  statements, but are not the exclusive means of identifying such
statements.  Unless the  context  otherwise  requires,  references  in this Form
10-Q/A to "we," "us," or the "Company" refer to Castelle.  Readers are cautioned
that the forward-looking statements reflect management's analysis only as of the
date hereof,  and we assume no  obligation  to update these  statements.  Actual
events or results  may  differ  materially  from the  results  discussed  in the
forward-looking statements.  Factors that might cause such a difference include,
but are not limited to the risks and uncertainties  discussed herein, as well as
other risks set forth under the caption "Risk  Factors"  below and in our Annual
Reports on Form 10-K for the years ended December 31, 2003 and 2004.


                                       19


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

This Management's  Discussion and Analysis of Financial Condition and Results of
Operations  contains  forward-looking  statements that are subject to many risks
and uncertainties  that could cause actual results to differ  significantly from
expectations.  For more information on forward-looking statements,  refer to the
"Special  Note  on  Forward-Looking  Statements"  prior  to  this  section.  The
following  discussion should be read in conjunction with the unaudited Condensed
Consolidated  Financial  Statements and the Notes thereto  included in Item 1 of
this Quarterly Report on Form 10-Q/A and our Annual Reports on Form 10-K for the
years ended December 31, 2003 and 2004.

We have  completed  a review of our  accounting  practices  with  respect to the
historical   classification  of  cost  of  service   revenues,   procedures  for
recognizing  revenue  associated with extended support  contracts and procedures
for  establishing  the  accrual  for  paid-time-off,  and  determined  that  our
historical  financial  statements contained certain errors in the application of
Generally Accepted  Accounting  Principles.  Consequently,  we have restated our
consolidated  financial  statements  as of  September  30, 2004 and December 31,
2003,  and for the three and nine months  ended  September  30, 2004 and 2003 in
this  Quarterly  Report  on Form  10-Q/A  to  correct  for  these  errors.  This
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations reflects the restated amounts.  Note 2 to the consolidated  financial
statements  discloses the impact of the adjustments  arising from the accounting
errors  described above on the statements of earnings and balance sheets for the
restated quarterly periods.

Critical Accounting Policies

Castle's financial  statements and accompanying notes are prepared in accordance
with Generally Accepted  Accounting  Principles in the United States of America.
Preparing  financial  statements  requires  management  to  make  estimates  and
assumptions that affect the reported amounts of assets,  liabilities,  sales and
expenses.   These   estimates  and  assumptions  are  affected  by  management's
application of accounting policies.  Critical accounting policies for us include
revenue  recognition;  distributor  programs and incentives;  warranty;  credit,
collection  and  allowances  for  doubtful  accounts;  inventories  and  related
allowance  for  obsolete  and  excess  inventory;  and income  taxes,  which are
discussed in more detail under the caption "Critical Accounting Policies" in our
2003 and 2004 Annual Reports on Form 10-K.


                                       20


Consolidated Statements of Operations - As a Percentage of Net Sales



                                                   Three months ended               Nine months ended
                                              -----------------------------   -----------------------------
                                              September 30,   September 30,   September 30,   September 30,
                                                  2004            2003            2004            2003
                                              -------------   -------------   -------------   -------------
                                                                       (Restated)
                                                                                         
Net sales:
   Products                                           77%             81%             78%             82%
   Services                                           23%             19%             22%             18%
                                                --------        --------        --------        --------
       Total net sales                               100%            100%            100%            100%

Cost of sales:
   Products                                           25%             22%             24%             24%
   Services                                            8%              7%              8%              7%
                                                --------        --------        --------        --------
       Total cost of sales                            33%             29%             32%             31%

                                                --------        --------        --------        --------
       Gross profit                                   67%             71%             68%             69%

Operating expenses:
    Research and development                          17%             17%             17%             16%
    Sales and marketing                               23%             26%             24%             24%
    General and administrative                        18%             19%             18%             19%
                                                --------        --------        --------        --------
       Total operating expenses                       58%             62%             59%             59%
                                                --------        --------        --------        --------
Income from operations                                 9%              9%              9%             10%

    Interest income, net                               *               *               *               *
    Other expense, net                                 *               *               *              (1%)
                                                --------        --------        --------        --------

Income before provision for income taxes               9%              9%              9%              9%
    Provision for income taxes                         4%              *               4%              *
                                                --------        --------        --------        --------
Net income                                             5%              9%              5%              9%
                                                ========        ========        ========        ========


*     Less than 1%

Results of Operations

      Net Sales



                                                    (Unaudited and restated)
                                   ----------------------------------------------------------
                                        Three months ended             Nine months ended
                                   ----------------------------  ----------------------------
                                   September 30,  September 30,  September 30,  September 30,
                                       2004           2003           2004           2003
                                   -------------  -------------  -------------  -------------
                                                                      
          Net sales
             Products                $  2,079       $  2,081       $  6,181       $  6,232
             Services                     606            480          1,734          1,325
                                     --------       --------       --------       --------
                Total Net sales      $  2,685       $  2,561       $  7,915       $  7,557
                                     ========       ========       ========       ========



                                       21




                                                        Three months ended       Nine months ended
                                                       ---------------------   ---------------------
                                                       September   September   September   September
                                                       30, 2004    30, 2003    30, 2004    30, 2003
                                                       ---------   ---------   ---------   ---------
                                                                               
       Net Sales
          United States                                $  2,182    $  1,961    $  6,572    $  5,954
          Europe                                            186         192         518         520
          Pacific Rim                                       265         297         600         797
          Rest of Americas, excluding United States          52         111         225         286
                                                       --------    --------    --------    --------
            Total Net Sales                            $  2,685    $  2,561    $  7,915    $  7,557
                                                       ========    ========    ========    ========


      Net sales for the third  quarter of 2004 were $2.7  million as compared to
$2.6 million in the same period in 2003.  Net sales for the first nine months of
2004 were $7.9  million as compared to $7.6 million for the same period in 2003.
Sales in the three and nine months ended  September  30, 2004 included a benefit
of  $126,000  from  an  adjustment  of  certain  accruals  related  to  a  sales
development program.

      Product  sales of $2.1  million  and $6.2  million  for the three and nine
months ended  September 30, 2004,  respectively,  were  relatively  unchanged as
compared to the same periods in 2003.

      Service revenues are comprised  primarily of extended warranty and support
programs as well as 60-days of maintenance  bundled with initial  product sales.
Revenue related to these  arrangements is recognized  ratably over the period of
the arrangement.  Service revenues in the third quarter of 2004 increased 26% to
$606,000 from $480,000 in the same period in 2003.  For the first nine months of
2004,  service  revenues  increased 31% to $1.7 million from $1.3 million in the
same period in 2003.  The  increase in service  revenues  was  primarily  due to
increased  sales  of  extended  warranty  contracts  due to an  increase  in our
installed customer base as well as the launch of our FaxPress Premier fax server
products in the second half of 2003. We anticipate  service revenues to increase
as more FaxPress Premier fax servers are sold.

      Domestic sales in the third quarter of 2004 were $2.2 million, as compared
to $2.0 million for the same period in 2003,  representing  82% and 77% of total
net sales in the third quarter of 2004 and 2003,  respectively.  Domestic  sales
for the first nine months of 2004 were $6.6 million, as compared to $6.0 million
for the same period of 2003,  which represents 84% and 79% of total net sales in
2004 and 2003,  respectively.  The increase in sales was mostly  attributable to
higher  service  revenues  and a benefit of  $126,000  from a sales  development
program adjustment.

      International  sales (excluding sales to the rest of the Americas) for the
third quarter of 2004 were $451,000 as compared to $489,000 in the third quarter
of  2003.  This  represents  17%  and  19% of  net  sales  for  2004  and  2003,
respectively.  International sales (excluding sales to the rest of the Americas)
were $1.1 million for the first nine months of 2004, as compared to $1.3 million
for the same period in 2003, which represents 14% and 17% of total net sales for
the first nine months of 2004 and 2003,  respectively.  The decline in sales was
mostly  due  to  lower  sales  of  our  fax  server   products.   We  anticipate
international  sales to increase as the  FaxPress  Premier fax servers are fully
introduced to the rest of the world.

      Sales to the rest of the  Americas  (excluding  the United  States) in the
third  quarter of 2004 were  $52,000 as compared  to  $111,000  in the  year-ago
quarter,  representing 2% and 4% of total net sales, respectively.  The decrease
in sales was mostly due to lower sales of our fax server products.



                                       22


For the nine months ended  September  30, sales to the rest of the Americas were
$225,000 and $286,000 for 2004 and 2003, respectively. This represents 3% and 4%
of net sales respectively.

Cost of Sales; Gross Profit



                                          Three months ended             Nine months ended
                                     ----------------------------  ----------------------------
                                     September 30,  September 30,  September 30,  September 30,
                                         2004           2003           2004           2003
                                     -------------  -------------  -------------  -------------
                                                             (Restated)
                                                                        
          Cost of sales:
             Products                  $    674       $    555       $  1,905       $  1,825
             Services                       207            192            621            540
                                       --------       --------       --------       --------
               Total cost of sales          881            747          2,526          2,365

               Gross profit            $  1,804       $  1,814       $  5,389       $  5,192
               Gross profit %                67%            71%            68%            69%


      Gross  profits were $1.8 million,  in both the third  quarters of 2004 and
2003,  or 67% and 71% of net sales,  respectively.  Gross  profits for the first
nine  months of 2004 and 2003 were $5.4  million  and $5.2  million,  or 68% and
69%%,  of net sales,  respectively.  Gross profit  percentage  were lower in the
third  quarter of 2004 as  compared to the same period in 2003 mainly due to the
unfavorable  mix from the sale of our fax  server  products,  which  has a lower
gross  profit  contribution,  offset in part by higher gross margin from service
revenue.  Gross  profits for the three and nine months ended  September 30, 2004
included the benefit of $126,000 from the sales development  program adjustment.
Gross  profit for the nine  months  ended  September  30,  2004 also  included a
benefit  of $61,000  due to  adjustment  of an  estimated  liability  based on a
settlement reached in the second quarter of 2004.

Research & Development

      Research  and  development  expenses  for the third  quarter  of 2004 were
$470,000,  or 17% of net sales,  as compared to $427,000 or 17% of net sales for
the same  period  in 2003.  For the first  nine  months  of 2004,  research  and
development expenses were $1.3 million, or 17% of net sales, as compared to $1.2
million in the same period of 2003,  or 16% of net sales.  The  increase for the
nine-month  period  of  $101,000  was  mostly  attributable  to  higher  outside
consulting  expenses to enhance our current product features.  The employment of
consultants is expected to continue until the short-term projects are completed.

Sales & Marketing

      Sales and marketing  expenses for the third quarter of 2004 were $612,000,
or 23% of net sales, as compared to $652,000,  or 26% of net sales, for the same
period in 2003.  Sales and  marketing  expenses  were $1.9 million for the first
nine  months  of 2004,  and $1.8  million  for the same  period  of 2003,  which
represents  24% of net sales for both periods.  The increase for the  nine-month
period of $86,000  was  primarily  due to an increase  in  compensation  expense
related to headcount  additions of $199,000 offset in part by lower  advertising
and  promotional  expenses  of  $114,000.   Sales  and  marketing  expenses  are
anticipated to remain relatively stable.


                                       23


General & Administrative

      General and administrative expenses were $486,000 for the third quarter of
2004, or 18% of net sales, as compared to $497,000,  or 19% of net sales for the
third quarter of 2003. General and administrative expenses were $1.5 million for
both the  first  nine  months  of 2004 and  2003,  or 18% and 19% of net  sales,
respectively.  General and  administrative  expenses are  anticipated  to remain
relatively stable.

Provision for Income Tax

      Prior to the  fourth  quarter  of 2003,  we had not  reported  significant
income tax expenses  because we had utilized  available net operating loss (NOL)
and tax credit  carry-forwards.  These NOLs were fully  reserved  by a valuation
allowance due to uncertainty  surrounding  the likelihood of their  realization.
Due to our continued  profitability  and a determination  that it is more likely
than not that  certain  future tax benefits  will be realized,  a portion of the
deferred tax assets were recognized in the fourth quarter of 2003.  Beginning in
2004, for purposes of financial reporting,  we are providing for income taxes at
an  effective  tax rate of 40%.  As a result,  $95,000 of income tax expense has
been  provided  in the third  quarter of 2004 as compared to $2,000 in the third
quarter of 2003.  For the first nine months of 2004, we have  provided  $314,000
for  income  taxes,  as  compared  to $6,000 in 2003.  However,  for  income tax
purposes,  we had $12.9 million of NOLs available at the end of December 2003 to
offset  future  taxable  income,  and we do not  expect to  utilize  significant
amounts of cash for income tax payments until these NOLs have been utilized.  If
we  determine  that the  amount of the  deferred  tax assets to be  realized  is
greater or less than the amount we have recorded, adjustments may be required.

Liquidity and Capital Resources



                            September 30, 2004   December 31, 2003   September 30, 2003
                            ------------------   -----------------   ------------------
                                              (dollars in thousands)
                                                                 
Cash and cash equivalents        $  5,032            $  4,614             $  4,431
Working capital                  $  5,116            $  4,156             $  3,284
Working capital ratio                 2.8                 2.4                  2.1


      As of September  30, 2004, we had  approximately  $5.0 million of cash and
cash  equivalents.  For the nine months ended September 30, 2004, cash generated
from  operating  activities  was  $168,000  as  compared to $985,000 in the same
period of last  year.  This  reduction  of cash  from  operating  activities  of
$817,000 is  attributable  to a number of factors,  including (i) an increase in
inventory of $348,000 due mostly to the purchase of end-of-life components,  net
of usage,  totaling  $239,000  and other  components  to support  production  of
FaxPress and  FaxPress  Premier  products of $109,000,  (ii) a decrease in total
accrued liabilities of $512,000 due to an adjustment of certain accruals related
to a sales  development  program of $126,000,  a software license  settlement of
$50,000,  a  reduction  of  unneeded  reserve  of  $61,000  after  the  software
settlement,  and use of co-op  and  market  development  funds of  $181,000  for
product promotions.

      Our investing  activities in the first nine months of 2004 for $24,000 and
2003 for  $140,000  were for  purchases  of capital  assets to replace  obsolete
computer equipment.

      We generated  $274,000 from financing  activities in the first nine months
of 2004 as  compared  to  $126,000  in the same  period of 2003  primarily  from
proceeds received from issuance of common stock,


                                       24


offset  partially by repayment  of debt.  In the first three months of 2003,  we
also used $49,000 to repurchase common stock.

      In the fourth quarter of 2002, our Board of Directors  authorized us, from
time to time, to repurchase at market  prices,  up to $2.3 million shares of our
common stock,  for cash in open market,  negotiated or block  transactions.  The
timing of these  transactions has depended and will depend on market conditions,
other  corporate  strategies  and has been and will be at the  discretion of our
management.  No time limit was set for the completion of this program. Since the
beginning of this program,  we have  repurchased from open market and negotiated
transactions a total of 1.7 million  shares for $1.8 million,  at an average per
share price of $1.10. We have not repurchased any shares since the first quarter
of 2003,  but intend to  continue to execute  our  buyback  program,  as we deem
appropriate.

      We have extended our lease for our corporate  headquarters in Morgan Hill,
California.  The modified  lease on the Morgan Hill  facility has a term of five
years,  commencing  on June 1,  2004  and  expiring  in May 31,  2009,  with one
conditional  three-year  renewal  option,  which if exercised,  would extend the
lease  to May 2012  commencing  with  rent at 95% of fair  market  value.  As of
September 30, 2004, future minimum payments under the lease were $967,000.

      In December 2000, as a source of capital asset financing,  we entered into
a loan and security  agreement with a finance  company for an amount of $75,000.
This loan bears  interest  at 12.8% and is  repayable  by December  2006.  As of
September 30, 2004, the aggregate value of future minimum payments was $37,000.

      The  following  represents  combined  aggregate  maturities  for  all  our
financing and commitments as of September 30, 2004:



                                                           Payments Due by Period
                                       ----------------------------------------------------------------
Contractual Obligations                 Total        1 Year     2 - 3 Years   4 - 5 Years   More than 5
                                                                                               Years
                                       ----------------------------------------------------------------
                                                                                     
Capital (Finance) Lease Obligations    $     37     $     18      $     19            --            --
Operating Lease Obligations            $    967     $    207      $    415      $    345            --
                                       --------     --------      --------      --------      --------
Total contractual cash obligations     $  1,004     $    225      $    434      $    345            --
                                       ========     ========      ========      ========      ========


      As of September 30, 2004, we had a $4.0 million  collateralized  revolving
line of credit with a bank,  which is to expire in August  2005.  The  revolving
line of credit provides for borrowings of up to $4.0 million.  Borrowings  under
this line of credit agreement are  collateralized  by all of our assets and bear
interest  at the bank's  prime rate plus  0.50%.  Under the new  facility we are
required to maintain certain minimum cash and investment  balances with the bank
and meet certain other  financial  covenants.  As of September 30, 2004, we have
not drawn  down on the line of credit and were in  compliance  with the terms of
the agreement.

      We believe that our existing cash balances and anticipated cash flows from
operations will be sufficient to meet our anticipated  capital  requirements for
the next 12 months. If we have a need for additional capital  resources,  we may
be required to sell  additional  equity or debt  securities,  secure  additional
lines of credit or obtain other third party financing.  The timing and amount of
such capital requirements cannot be determined at this time and will depend on a
number of factors,  including demand for our existing and new products,  if any,
and changes in technology in the networking industry.  There can be no assurance
that such  additional  financing  will be available on  satisfactory  terms when
needed, if at all. Failure to raise such additional  financing,  if needed,  may
result in our inability to achieve our long-


                                       25


term  business  objectives.  To the  extent  that  additional  capital is raised
through  the sale of  additional  equity or  convertible  debt  securities,  the
issuance  of  such  securities  would  result  in  additional  dilution  to  our
shareholders.

      In addition,  because we are  dependent on a small number of  distributors
for a significant  portion of the sales of our products,  the loss of any of our
major distributors or their inability to satisfy their payment obligations to us
could have a significant  adverse effect on our business,  operating results and
financial condition.

      We  believe  that,  for the  periods  presented,  inflation  has not had a
material effect on our operations.

Recent Accounting Pronouncements:

      In December  2003, the FASB issued a revised FASB  interpretation  No. 46,
"Consolidation for Variable Interest Entities,  an interpretation of ARB No. 51"
("FIN 46R").  The FASB  published  the revision to clarify and amend some of the
original  provisions of FIN 46, which was issued in January 2003,  and to exempt
certain  entities from its  requirements.  A Variable  Interest  Entity  ("VIE")
refers to an entity subject to consolidation  according to the provisions of the
Interpretation.  FIN 46R applies to entities whose equity  investment at risk is
insufficient to finance that entity's  activities  without receiving  additional
subordinated  financial  support  provided  by  any  parties,  including  equity
holders,  or where  the  equity  investors  (if  any) do not have a  controlling
financial  interest.  FIN  46R  provides  that  if  an  entity  is  the  primary
beneficiary of a VIE, the assets, liabilities,  and results of operations of the
VIE should be consolidated in the entity's  financial  statements.  In addition,
FIN 46R requires  that both the primary  beneficiary  and all other  enterprises
with a significant  variable interest in a VIE provide  additional  disclosures.
The provisions of FIN 46R are effective for our fiscal 2004 first  quarter.  The
adoption of FIN 46R did not have a material impact on our financial  position or
results of operations.


                                       26


                                  RISK FACTORS

      Shareholders or investors considering the purchase of shares of our common
stock should carefully consider the following risk factors, in addition to other
information in this Quarterly Report on Form 10-Q/A and in our Annual Reports on
Form 10-K for the years ended December 31, 2003 and 2004.  Additional  risks and
uncertainties  not presently  known to us or that we currently  deem  immaterial
also may impair our business operations

Our revenue and operating  results have fluctuated in the past and are likely to
fluctuate significantly in the future, particularly on a quarterly basis.

      Our operating results may vary  significantly  from quarter to quarter due
to many  factors,  some of which are  outside  our  control.  For  example,  the
following conditions could all affect our results:

      o     changes in our product sales and customer mix;

      o     constraints in our manufacturing and assembling operations;

      o     shortages  or  increases  in  the  prices  of  raw   materials   and
            components;

      o     changes in pricing policy by us or our competitors;

      o     a slowdown in the growth of the networking market;

      o     seasonality;

      o     timing of expenditures; and

      o     economic conditions in the United States, Europe and Asia.

      Our sales often reflect  orders  shipped in the same quarter in which they
are received.  In addition,  significant portions of our expenses are relatively
fixed  in  nature,  and  planned  expenditures  are  based  primarily  on  sales
forecasts.  Therefore,  if we inaccurately forecast demand for our products, the
impact on net  income  may be  magnified  by our  inability  to adjust  spending
quickly enough to compensate for the net sales shortfall.

      Other factors  contributing  to  fluctuations  in our quarterly  operating
results include:

      o     changes in the demand for our products;

      o     customer  order  deferrals  in  anticipation  of new versions of our
            products;

      o     the  introduction of new products and product  enhancements by us or
            our competitors;

      o     the  effects  of  filling  the   distribution   channels   following
            introductions of new products and product enhancements;

      o     potential  delays in the  availability  of announced or  anticipated
            products;

      o     the mix of product  and  revenue  derived  from the sale of extended
            warranty contracts;

      o     the  commencement  or conclusion of significant  outside  consulting
            contracts for our product development;

      o     changes in foreign currency exchange rates; and

      o     the timing of significant marketing and sales promotions.

      Based on the foregoing,  we believe that quarterly  operating  results are
likely to vary significantly in the future and that period-to-period comparisons
of our results of operations  are not  necessarily  meaningful and should not be
viewed as indications of future performance.


                                       27


We have a history of losses and a large accumulated deficit.

      We have experienced  significant operating losses and, as of September 30,
2004, had an accumulated deficit of $22.0 million. Our development and marketing
of current and new products will continue to require  substantial  expenditures.
We incurred  $564,000 of losses in 2001 attributable to a slowdown in demand for
our products due in part to industry-wide adverse economic factors. We have been
profitable since the third quarter of 2001, with total net income of $635,000 in
2002 and $1.6  million in 2003,  and $405,000 for the first nine months in 2004.
There  can be no  assurance  that  growth  in net  sales  will  be  achieved  or
profitability sustained in future years.

Substantially all of our revenue comes from the sale of fax server products, and
a decline  in demand  for those  products  would  harm our  business,  operating
results and financial condition.

      We derive  substantially all of our revenue from the sale of fax and print
server products,  with fax server products  accounting for 97% of total sales in
2003 and almost all sales in the first nine  months of 2004.  We expect that our
current  products  will  continue  to account  for most of our sales in the near
future.  A  decline  in  demand  for our fax  server  products  as a  result  of
competition,  technological change, shortages of components or other factors, or
a delay in the development  and market  acceptance of new features and products,
would have a material  adverse  effect on our  business,  operating  results and
financial condition.

We  sell  our  products  through  a  limited  number  of  distributors,  and any
deterioration  in our  relationship  with  those  distributors  would  harm  our
business, operating results and financial condition.

      We  sell  our  products   primarily   through  a  two-tier   domestic  and
international  distribution network. Our distributors sell our products to VARs,
e-commerce  vendors and other resellers.  The distribution of personal computers
and  networking  products  has been  characterized  by rapid  change,  including
consolidations  due  to the  financial  difficulties  of  distributors  and  the
emergence  of  alternative   distribution  channels.  An  increasing  number  of
companies are competing for access to these channels. Our distributors typically
represent  other  products  that are  complementary  to, or  compete  with,  our
products.  Our distributors are not contractually  committed to future purchases
of our products and could discontinue  carrying our products at any time for any
reason. In addition,  because we are dependent on a small number of distributors
for a significant  portion of the sales of our products,  the loss of any of our
major distributors or their inability to satisfy their payment obligations to us
could have a significant  adverse effect on our business,  operating results and
financial  condition.  We have a  stock  rotation  policy  with  certain  of our
distributors that allows them to return marketable  inventory against offsetting
orders.  If we  reduce  our  prices,  we  credit  certain  distributors  for the
difference  between the purchase price of products  remaining in their inventory
and our reduced price for these products.  In addition,  inventory levels of our
products held by distributors could become excessive due to industry  conditions
or the  actions of  competitors,  resulting  in product  returns  and  inventory
write-downs.

The market for our products is affected by rapidly changing technology and if we
fail to  predict  and  respond  to  customers'  changing  needs,  our  business,
operating results and financial condition may suffer.

      The market for our  products is affected  by rapidly  changing  networking
technology,   evolving  industry  standards  and  the  Internet  and  other  new
communication technologies.  We believe that our future success will depend upon
our  ability  to  enhance  our  existing  products  and  to  identify,  develop,
manufacture and introduce new products that:

      o     conform to or support emerging network telecommunications standards;

      o     are  compatible  with a growing  array of  computer  and  peripheral
            devices;


                                       28


      o     support  popular   computer  and  network   operating   systems  and
            applications;

      o     meet a wide range of evolving user needs; and

      o     achieve market acceptance.

      There can be no assurance that we will be successful in these efforts.

      We have incurred,  and expect to continue to incur,  substantial  expenses
associated with the introduction and promotion of new products.  There can be no
assurance that the expenses  incurred will not exceed  research and  development
cost estimates or that new products will achieve market  acceptance and generate
sales sufficient to offset  development  costs. In order to develop new products
successfully,  we are  dependent  upon timely  access to  information  about new
technological developments and standards. There can be no assurance that we will
have such  access  or will be able to  develop  new  products  successfully  and
respond  effectively to  technological  change or new product  announcements  by
others.

      Complex  products  such as those  offered by us may contain  undetected or
unresolved hardware defects or software errors when they are first introduced or
as new versions are  released.  Changes in our or our  suppliers'  manufacturing
processes or the inadvertent use of defective  components could adversely affect
our ability to achieve acceptable  manufacturing yields and product reliability.
We have in the past discovered  hardware  defects and software errors in certain
of our new products and enhancements  after their  introduction.  Replacement of
discontinued  components  used in our products could lead to further defects and
errors.  There can be no assurance that despite testing by us and by third-party
test  sites,  errors and  defects  will not be found in future  releases  of our
products,  which would result in adverse product  reviews and negatively  affect
market acceptance of these products.

      The  introduction  of new or enhanced  products  requires us to manage the
transition from the older products to the new or enhanced  products or versions,
both internally and for customers.  We must manage new product  introductions so
as to minimize disruption in customer ordering patterns,  avoid excessive levels
of older product  inventories and ensure that adequate  supplies of new products
can be delivered to meet customer demands. We have from time to time experienced
delays in the shipment of new products.  There can be no assurance  that we will
successfully manage future product transitions.

Our success  depends upon the  continued  contributions  of our key  management,
marketing, product development and operational personnel.

      Our success will depend, to a large extent, upon our ability to retain and
continue to attract highly skilled personnel in management,  marketing,  product
development  and  operations.  Competition  for  employees  in the  computer and
electronics industries is intense, and there can be no assurance that we will be
able to attract and retain  enough  qualified  employees.  Volatility or lack of
positive performance in our stock price may also adversely affect our ability to
retain and  continue to attract key  employees,  many of whom have been  granted
stock  options.  Our inability to retain and attract key employees  could have a
material adverse effect on our product development,  business, operating results
and financial condition.  We do not carry key person life insurance with respect
to any of our personnel.

The  markets  for our  products  are  highly  competitive  and may  become  more
competitive in the future.

      The network enhancement  products and computer software markets are highly
competitive,  and we believe that competition will intensify in the future.  The
competition  is  characterized  by rapid change and  improvements  in technology
along with  constant  pressure to reduce the prices of  products.  We  currently
compete principally in the market for network fax servers, network print servers
and fax-on-


                                       29


demand software. Both direct and indirect competition could adversely affect our
business and operating  results through pricing  pressure,  loss of market share
and other factors.  In particular,  we expect that,  over time,  average selling
prices for our print server products will continue to decline, as the market for
these products becomes increasingly  competitive.  Any material reduction in the
average  selling  prices of our products would  adversely  affect gross margins.
There  can be no  assurance  we will be able to  maintain  the  current  average
selling prices of our products or the related gross margins.

      The principal  competitive  factors  affecting the market for our products
include:

      o     product functionality;

      o     performance;

      o     quality;

      o     reliability;

      o     ease of use;

      o     quality of customer training and support;

      o     name recognition;

      o     price; and

      o     compatibility  and conformance with industry  standards and changing
            operating system environments.

      Several of our  existing  and  potential  competitors  have  substantially
greater financial,  engineering,  manufacturing and marketing resources than us.
We also experience  competition  from a number of other  software,  hardware and
service  companies.  In  addition  to  our  current  competitors,  we  may  face
substantial  competition from new entrants into the network  enhancement market,
including established and emerging computer, computer peripheral, communications
and software companies.  In the fax server market we compete with companies such
as Captaris Inc.,  Omtool,  Ltd. and Esker  Software.  There can be no assurance
that  competitors  will not introduce  products  incorporating  technology  more
advanced than the technology  used by us in our products.  In addition,  certain
competing  methods of  communications  such as the Internet or  electronic  mail
could adversely affect the market for fax products.  Certain of our existing and
potential  competitors in the print server market are  manufacturers of printers
and  other  peripherals,  and  these  competitors  may  develop  closed  systems
accessible only through their own proprietary servers. There can be no assurance
that we will be able to compete successfully or that competition will not have a
material  adverse  effect  on our  business,  operating  results  and  financial
condition.

We depend on sales in foreign  markets,  and  political  or economic  changes in
these  markets  could  affect our  business,  operating  results  and  financial
condition.

      Sales to  customers  located  outside  the  United  States  accounted  for
approximately  19%,  21%  and 25% of our net  sales  in  2003,  2002  and  2001,
respectively and for 17% for the first nine months of 2004. We sell our products
in approximately 44 foreign countries through approximately 89 distributors. Our
principal Japanese  distributor  accounted for approximately 38%, 27% and 40% of
our  international  sales in 2003, 2002 and 2001,  respectively  and 42% for the
first  nine  months of 2004,  and 7%, 6% and 10% of our total net sales in 2003,
2002 and 2001,  respectively and 7% for the first nine months of 2004. We expect
that international sales will continue to represent a significant portion of our
product   revenues  and  that  we  will  be  subject  to  the  normal  risks  of
international sales, such as export laws, currency fluctuations,  longer payment
cycles,   greater  difficulties  in  accounts  receivable  collections  and  the
requirement  of complying  with a wide variety of foreign laws.  There can be no
assurance  that we will not  experience  difficulties  resulting from changes in
foreign laws relating to the export of our products in the future.  In addition,
because we primarily  invoice  foreign sales in U.S.  dollars,  fluctuations  in
exchange  rates could affect demand for our products by causing prices to be out
of line with products priced in the


                                       30


local  currency.  Additionally,  any such  difficulties  would  have a  material
adverse  effect on our  international  sales and a  resulting  material  adverse
effect on our  business,  operating  results  and  financial  condition.  We may
experience  fluctuations in European sales on a quarterly basis because European
sales may be weaker  during the third  quarter  than the second  quarter  due to
extended holiday shutdowns in July and August. There can be no assurance that we
will be able to maintain  the level of  international  sales in the future.  Any
fluctuations  in  international  sales will  significantly  affect our operating
results and financial condition.

The introduction of new products may reduce the demand for our existing products
and increase returns of existing products.

      From  time to  time,  we may  announce  new  products,  product  versions,
capabilities or  technologies  that have the potential to replace or shorten the
life  cycles of  existing  products.  The  release  of a new  product or product
version may result in the  write-down of products in inventory if this inventory
becomes  obsolete.  We have  in the  past  experienced  increased  returns  of a
particular  product version following the announcement of a planned release of a
new version of that product. There can be no assurance that product returns will
not exceed  our  allowance  for these  returns in the future and will not have a
material  adverse  effect  on our  business,  operating  results  and  financial
condition.

If we fail to obtain  components of our products from third-party  suppliers and
subcontractors, our business could suffer.

      Our products require components procured from third-party suppliers.  Some
of these  components  are  available  only from a single  source or from limited
sources. In addition,  we subcontract a substantial portion of our manufacturing
to third parties,  and there can be no assurance that these  subcontractors will
be able to support our manufacturing  requirements.  We purchase components on a
purchase  order  basis,  and  generally  have no long-term  contracts  for these
components.  If we are  unable to  obtain a  sufficient  supply of  high-quality
components from our current sources, we could experience delays or reductions in
product shipments.  From time to time, component  manufacturers announce the end
of life of  certain  of  their  products  and  may or may not  have  replacement
products.  If we are  unable to secure  enough  inventories  of the  end-of-life
components or their  replacements,  we might not be able to deliver our products
to our  customers  and  could  adversely  affect  our  revenue  and net  income.
Furthermore,  a  significant  increase  in the  price  of one or more  of  these
components  or our  inability  to lower  component  or  sub-assembly  prices  in
response  to  competitive  price  reductions  could  adversely  affect our gross
margin.

We depend on proprietary  technology,  and inability to develop and protect this
technology or license it from third parties could adversely affect our business,
operating results and financial condition.

      Our success depends to a certain extent upon our  technological  expertise
and proprietary software  technology.  We rely upon a combination of contractual
rights and  copyright,  trademark and trade secret laws to establish and protect
our  technologies.  Despite the precautions  taken by us, it may be possible for
unauthorized third parties to copy our products or to reverse engineer or obtain
and use information that we regard as proprietary. In addition, the laws of some
foreign  countries  either do not protect our  proprietary  rights or offer only
limited protection. Given the rapid evolution of technology and uncertainties in
intellectual property law in the United States and internationally, there can be
no  assurance  that our  current  or  future  products  will not be  subject  to
third-party claims of infringement.  Any litigation to determine the validity of
any  third-party  claims  could  result in  significant  expense  and divert the
efforts our technical and management personnel, whether or not any litigation is
determined in favor of us. In the event of an adverse result in  litigation,  we
could be required to expend significant


                                       31


resources  to develop  non-infringing  technology  or to obtain  licenses to the
technology that is the subject of the litigation. There can be no assurance that
we would be successful in this  development  or that any such licenses  would be
available on commercially  reasonable terms. We also rely on technology licensed
from third parties.  There can be no assurance that these licenses will continue
to be available upon reasonable  terms, if at all. Any impairment or termination
of our  relationship  with  third-party  licensors could have a material adverse
effect on our business,  operating results and financial condition. There can be
no assurance that our precautions will be adequate to deter  misappropriation or
infringement of our proprietary technologies.

      We have received, and may receive in the future,  communications asserting
that our products  infringe the  proprietary  rights of third parties or seeking
indemnification against the alleged infringement. There can be no assurance that
third  parties will not assert  infringement  claims  against us with respect to
current or future  products  or that any  assertion  may not require us to enter
into royalty  arrangements or result in costly litigation.  Any claims,  with or
without merit,  can be time  consuming and expensive to defend.  There can be no
assurance that any  intellectual  property  litigation  will not have a material
adverse effect on our business, operating results and financial condition.

Our  common  stock is  listed on the  Nasdaq  SmallCap  Market,  and we have had
difficulty  satisfying the listing criteria to avoid the delisting of our common
stock.

      Our common stock has been listed on the Nasdaq SmallCap Market since April
1999. In order to maintain our listing on the Nasdaq  SmallCap  Market,  we must
maintain  total assets,  capital and public float at specified  levels,  and our
common stock  generally must maintain a minimum bid price of $1.00 per share. If
we fail to maintain the standards  necessary to be quoted on the Nasdaq SmallCap
Market,  our common stock could  become  subject to  delisting.  There can be no
assurance that we will be able to maintain the $1.00 minimum bid price per share
of our common stock and thus maintain our listing on the Nasdaq SmallCap Market.
We have traded below $1.00 as recently as December 2002.

      If our common  stock is  delisted,  trading in our common  stock  could be
conducted on the OTC Bulletin Board or in the over-the-counter market in what is
commonly  referred to as the "pink sheets." If this occurs,  a shareholder  will
find it more  difficult  to dispose of our  common  stock or to obtain  accurate
quotations  as to the price of our  common  stock.  Lack of any  active  trading
market would have an adverse effect on a  shareholder's  ability to liquidate an
investment  in our common  stock easily and quickly at a  reasonable  price.  It
might also  contribute to volatility in the market price of our common stock and
could adversely affect our ability to raise additional  equity or debt financing
on acceptable terms or at all. Failure to obtain desired financing on acceptable
terms could adversely  affect our business,  financial  condition and results of
operations.

Our stock price has been  volatile,  and is likely to continue to be volatile in
the future.

      The price of our common stock has fluctuated  widely in the past. Sales of
substantial  amounts of our common  stock,  or the  perception  that sales could
occur, could adversely affect prevailing market prices for our common stock. Our
management  believes  past  fluctuations  may have been  caused  by the  factors
identified above, and that these factors may continue to affect the market price
of our common stock. Additionally,  stock markets have experienced extreme price
volatility in recent years. This volatility has had a substantial  effect on the
market  price of the  common  stock of us and other high  technology  companies,
often for reasons unrelated to operating performance.  We anticipate that prices
for our common stock may continue to be volatile.  Future stock price volatility
may result in the  initiation  of  securities  litigation  against us, which may
divert substantial management and financial resources and have an adverse effect
on our business, operating results and financial condition.


                                       32


We may require  additional  capital in the  future,  and may be unable to obtain
this capital at all or on commercially reasonable terms.

      The development and marketing of products requires  significant amounts of
capital.  If we need additional  capital  resources,  we may be required to sell
additional  equity  or debt  securities,  secure  additional  lines of credit or
obtain  other  third  party  financing.  The timing  and amount of such  capital
requirements  cannot be  determined  at this time and will depend on a number of
factors,  including  demand for our  existing  and new  products  and changes in
technology in the networking industry. There can be no assurance that additional
financing  will be  available  on  satisfactory  terms when  needed,  if at all.
Failure  to raise  such  additional  financing,  if  needed,  may  result in our
inability to achieve our long-term business  objectives.  The issuance of equity
or  convertible  debt  securities  to raise  additional  capital would result in
additional dilution to our shareholders.

Government  regulation  could increase our costs of doing business and adversely
affect our gross margin.

      Certain  aspects  of the  networking  industry  in  which we  compete  are
regulated  both in the United  States and in foreign  countries.  Imposition  of
public  carrier  tariffs,  taxation  of  telecommunications   services  and  the
necessity of incurring substantial costs and expenditure of managerial resources
to obtain regulatory approvals,  or the inability to obtain regulatory approvals
within a reasonable period of time, could have a material, adverse effect on our
business,  operating results and financial condition.  This is particularly true
in foreign countries where telecommunications standards differ from those in the
United States.  Our products must comply with a variety of equipment,  interface
and installation standards promulgated by communications  regulatory authorities
in  different  countries.  Changes  in  government  policies,   regulations  and
interface standards could require the redesign of products and result in product
shipment  delays which could have a material,  adverse  impact on our  business,
operating results and financial condition.

Recent FASB Exposure Draft on Share-Based Payments may have a significant effect
on our Results of Operations, if adopted.

      During  March  2004,  the FASB issued a proposed  Statement,  "Share-Based
Payment,  and  amendment  of FASB  Statements  No.  123 and  95".  The  proposed
Statement addresses the accounting for share-based payment transactions in which
a company receives employee  services in exchange for equity  instruments of the
company that are based on the fair values of the company's equity instruments or
that may be settled by the  issuance of such equity  instruments.  The  proposed
statement  eliminates  the  treatment  for  share-based  transactions  using APB
Opinion No. 25,  "Accounting for Stock Issued to Employees," and generally would
require that such transactions be accounted for using a fair-value-based  method
and  recognized  as expenses in our statement of income.  The proposed  standard
would require the modified  prospective method be used, which would require that
the fair value of new awards  granted from the beginning of the year of adoption
plus unvested  awards at the date of adoption be expensed over the vesting term.
In addition,  the proposed statement  encourages companies to use the "binomial"
approach to value stock options, as opposed to the Black-Scholes  option pricing
model that is currently being used for the fair value of our options.

      The effective  date the proposed  standard is  recommending  is for fiscal
years  beginning  after  December  15, 2004.  Should the  proposed  statement be
finalized,  it will have a significant  impact on our consolidated  statement of
operations as we will be required to expense the fair value of our stock options
rather than  disclosing  the impact on our  consolidated  net income  within our
footnotes  (see  Note 4 of the  notes to the  condensed  consolidated  financial
statements).


                                       33


The  costs of  compliance  with  recent  developments  in  corporate  governance
regulation may affect our business, operating results and financial condition in
ways that presently cannot be predicted.

      Beginning  with  the  enactment  of  the  Sarbanes-Oxley  Act of  2002,  a
significant number of new corporate governance requirements have been adopted or
proposed  through  legislation  and  regulation by the  Securities  and Exchange
Commission  and  Nasdaq  National  Stock  Market.  We may not be  successful  in
complying with these requirements at all times in the future.  Additionally,  we
expect these developments to increase our legal compliance and accounting costs,
and to make some activities more difficult,  such as stockholder approval of new
stock option plans.  We expect these  developments to make it more difficult and
more expensive for us to obtain director and officer liability insurance, and we
may be required to accept reduced coverage or incur  substantially  higher costs
to obtain coverage.  These  developments  could make it more difficult for us to
attract and retain  qualified  members of our Board of  Directors,  or qualified
executive  officers.  We are  presently  evaluating  and  monitoring  regulatory
developments  and cannot estimate the timing or magnitude of additional costs we
may incur as a result,  or the effect that these increased costs may have on our
operating results.

Recent  terrorist  activity  in the  United  States and the  military  action to
counter terrorism could adversely impact our business.

      Terrorist  acts or acts of war (wherever  located  around the world) could
significantly impact our revenue,  costs and expenses,  and financial condition.
The terrorist attacks that took place in the United States on September 11, 2001
have  created  many  economic  and  political  uncertainties,  some of which may
materially harm our business,  operating  results and financial  condition.  The
long-term  effects on our  business of the  September  11, 2001  attacks and the
ensuing war on terror are unknown.  The potential for future terrorist  attacks,
the national  and  international  responses  to  terrorist  attacks or perceived
threats to national security,  and other actual or potential conflicts,  acts of
war or hostility,  including the United States' activities in Iraq, have created
many  economic  and  political  uncertainties  that could  adversely  affect our
business,  operating  results  and  financial  condition  in  ways  that  cannot
presently be predicted.

Provisions  in our charter  documents  might deter a company from  acquiring us,
which could  inhibit  your  ability to receive an  acquisition  premium for your
shares.

      Our Board of Directors  has  authority to issue shares of preferred  stock
and to fix the rights,  including  voting  rights,  of these shares  without any
further  vote or action by the  shareholders.  The rights of the  holders of our
common stock will be subject to, and may be adversely affected by, the rights of
the  holders  of any  preferred  stock  that may be  issued in the  future.  The
issuance of preferred stock, while providing desirable flexibility in connection
with possible  acquisitions and other corporate purposes,  could have the effect
of making it more  difficult  for a third  party to  acquire a  majority  of our
outstanding voting stock, thereby delaying,  deferring or preventing a change in
control.  Furthermore,  such  preferred  stock may have other rights,  including
economic  rights,  senior to the common  stock,  and as a result,  the  issuance
thereof could have a material adverse effect on the market.

Voting control by officers, directors and affiliates may delay, defer or prevent
a change of control.

      At October 31,  2004,  our  officers and  directors  and their  affiliates
beneficially owned  approximately 26% of the outstanding shares of common stock.
Accordingly,  together  they had the  ability  to  significantly  influence  the
election of our  directors and other  corporate  actions  requiring  shareholder
approval.  Such  concentration  of  ownership  may have the effect of  delaying,
deferring or preventing a change in control.


                                       34


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

      We had no holdings of  derivative  financial or commodity  instruments  at
September 30, 2004. However, we are exposed to financial market risks, including
changes in interest rates and foreign currency exchange rates. While much of our
revenue is transacted in U.S.  dollars,  some revenues and capital  spending are
transacted in Pounds Sterling.  These amounts are not currently  material to our
financial statements. Therefore, we believe that foreign currency exchange rates
should  not  materially  affect  our  overall  financial  position,  results  of
operations or cash flows. The fair value of our money market accounts or related
income would not be significantly impacted by increases or decreases in interest
rates due mainly to the highly liquid nature of this investment.  However, sharp
declines in interest rates could seriously harm interest earnings.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

      Regulations  under the  Securities  Exchange  Act of 1934  require  public
companies,   including  our  company,  to  maintain   "disclosure  controls  and
procedures," which are defined to mean a company's controls and other procedures
that are  designed to ensure that  information  required to be  disclosed in the
reports that it files or submits  under the  Securities  Exchange Act of 1934 is
recorded, processed, summarized, and reported, within the time periods specified
in the Securities and Exchange Commission's rules and forms.

      Regulations  under the  Securities  Exchange  Act of 1934  require  public
companies,  including  our  company,  to  evaluate  any change in our  "internal
control  over  financial  reporting,"  which is  defined as a process to provide
reasonable  assurance  regarding  the  reliability  of financial  reporting  and
preparation  of financial  statements for external  purposes in accordance  with
accounting principles generally accepted in the United States..

      At the time of the original  filing on November 12, 2004 of the  Company's
report on Form 10-Q for the  quarter  ended  September  30, 2004 which this Form
10-Q/A  amends,   officers  of  Castelle  provided  conclusions   regarding  the
effectiveness  of the Company's  disclosure  controls and  procedures  that they
believed were then accurate.  However, during the fourth quarter of fiscal 2004,
the Company determined that: 1) its historical classification of cost of service
revenues did not conform to Generally  Accepted  Accounting  Principles  as such
costs were classified as a component of sales and marketing expenses rather than
cost of sales, due primarily to the fact that our internal  financial  reporting
system  did not  track  this  information  separately  from  certain  sales  and
marketing  expenses;  and 2) as a  result  of an  internal  control  deficiency,
service revenues  attributable to extended support contracts were overstated due
to  inadequate  procedures  in place to  correctly  recognize  sales  related to
extended support contracts.

      Our management  evaluated,  with the  participation of our Chief Executive
Officer and our Chief Financial  Officer,  the  effectiveness  of our disclosure
controls and  procedures as of the end of the period  covered by our 2004 Annual
Report on Form 10-K and as of the periods  affected by the restatement  referred
to elsewhere in the Form 10-K. As a result of the  restatement  of the Company's
quarterly financial  information  included herein, and based on this evaluation,
our Chief Executive  Officer and our Chief Financial Officer have concluded that
our disclosure  controls and  procedures  were not effective as of September 30,
2004 to ensure that  information  we are required to disclose in reports that we
file or submit under the Securities Exchange Act of 1934 is recorded, processed,
summarized  and reported  within the time periods  specified in  Securities  and
Exchange Commission rules and forms.


                                       35


      Effective  January 1,  2005,  the  Company  established  a cost  center to
separately capture the cost of service revenues as a component of cost of sales.
During the first quarter of fiscal 2005,  the Company also enhanced its internal
accounting  system to ensure that revenue relating to extended support contracts
is recognized  over the actual  contract term. Our Chief  Executive  Officer and
Chief Financial Officer believe that our disclosure controls and procedures were
effective as of March 31, 2005.

      In designing and evaluating our disclosure  controls and  procedures,  our
management  recognized  that any  controls  and  procedures,  no matter how well
designed and operated,  can provide only reasonable assurance of achieving their
objectives,  and our management  necessarily  applied its judgment in evaluating
the cost-benefit relationship of possible controls and procedures.


                                       36


                           PART II - OTHER INFORMATION

ITEM 5. LEGAL PROCEEDINGS

      None.

ITEM 6. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

      None.

ITEM 7. DEFAULTS UPON SENIOR SECURITIES

      None.

ITEM 8. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None.

ITEM 9. OTHER INFORMATION

      None.

ITEM 10. EXHIBITS

      (a)   Exhibits:

            Additional Exhibits

            In accordance with SEC Release No.  33-8212,  Exhibits 32.1 and 32.2
            are to be treated as "accompanying"  this report rather than "filed"
            as part of the report.

      31.1  Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,  executed
            by Scott C.  McDonald,  Chief  Executive  Officer and  President  of
            Castelle.

      31.2  Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,  executed
            by Paul Cheng, Chief Financial Officer of Castelle.

      32.1  Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,  executed
            by Scott C.  McDonald,  Chief  Executive  Officer and  President  of
            Castelle.

      32.2  Certification  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
            pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,  executed
            by Paul Cheng, Chief Financial Officer of Castelle.


                                       37


                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

CASTELLE


By:  /s/ Scott C. McDonald                                  Date: May 4, 2005
     Scott C. McDonald
     Chief Executive Officer and President
     (Principal Executive Officer)


By:  /s/ Paul Cheng                                         Date: May 4, 2005
     Paul Cheng
     Vice President of Finance and Administration
     Chief Financial Officer
     (Principal Financial Officer and
     Principal Accounting Officer)


                                       38


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

  31.1      Certification  Pursuant to Section 302 of the  Sarbanes-Oxley Act of
            2002 - Chief Executive Officer

  31.2      Certification  Pursuant to Section 302 of the  Sarbanes-Oxley Act of
            2002 - Chief Financial Officer

  32.1      Certification Pursuant to 8 U.S.C. Section 1350, as Adopted Pursuant
            to Section 906 of the  Sarbanes-Oxley  Act of 2002 - Chief Executive
            Officer

  32.2      Certification Pursuant to 8 U.S.C. Section 1350, as Adopted Pursuant
            to Section 906 of the  Sarbanes-Oxley  Act of 2002 - Chief Financial
            Officer


                                       39