GIGA INFORMATION GROUP INC
10-Q/A, 2000-08-23
ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

                                 AMENDMENT NO. 1

(Mark One)

[X]      Quarterly Report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the quarterly period ended June 30, 2000

                                       or

[ ]      Transition Report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the transition period from _______ to _______


                         COMMISSION FILE NUMBER 0-21529


                          GIGA INFORMATION GROUP, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                                            06-1422860
    -----------------------                                 ---------------
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)


                                 139 MAIN STREET
                               CAMBRIDGE, MA 02142
                                 (617) 949-4900
                   -------------------------------------------
                   (Address, including zip code, and telephone
                    number, including area code, of principal
                               executive offices)


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. [X] Yes [ ] No


As of August 2, 2000, there were 10,353,724 shares of Common Stock, $.001 par
value, of the registrant outstanding.

================================================================================



47954.0001
<PAGE>
                                EXPLANATORY NOTE
                                ----------------

This Amendment No. 1 on Form 10-Q/A to the Quarterly Report on Form 10-Q of Giga
Information Group, Inc. amends and restates in its entirety Item 6 solely to add
Exhibits 3, 10.1, 10.2, 10.3 and 10.4

PART II - OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A)      EXHIBITS

         3*       Amendment No. 1 to the Amended and Restated By-laws of Giga
                  Information Group, Inc.

         10.1*    Accounts Receivable Financing Agreement, dated as of April 7,
                  2000, between Silicon Valley Bank, Specialty Finance Division,
                  and Giga Information Group, Inc.

         10.2*    Amendment No. 1 to the Giga Information Group, Inc. 1996 Stock
                  Option Plan

         10.3(1)  Amendment No. 1 to Giga Information Group, Inc. 1999 Share
                  Incentive Plan

         10.4(2)  Amendment No. 1 to 1997 Director Option Plan

         11(3)    Statement of Computation of Per Share Earnings

         27(3)    Financial Data Schedule

-----------------
* Filed herewith.

(1)      Incorporated by reference to the Registrant's Registration Statement on
         Form S-8 (File No. 333-40212), dated June 27, 2000.

(2)      Incorporated by reference to the Registrant's Registration Statement on
         Form S-8 (File No. 333-40210), dated June 27, 2000.

(3)      Incorporated by reference to the Registrant's Quarterly Report on Form
         10-Q for the fiscal quarter ended June 30, 2000.

(B)      REPORTS ON FORM 8-K

         Giga filed a Current Report on Form 8-K, dated April 28, 2000,
         pertaining to a press release announcing Giga's results of operations
         for the three months ended March 31, 2000.


<PAGE>
                                    SIGNATURE

           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.


                                           GIGA INFORMATION GROUP, INC.

           September 23, 2000              By: /s/ Daniel M. Clarke
                                               -------------------------------
                                               Daniel M. Clarke
                                               Senior Vice President.
                                               Chief Financial Officer,
                                               Secretary and Treasurer
                                               (Principal Financial and
                                               Accounting Officer)













                                       2
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT
NUMBER               DESCRIPTION OF DOCUMENTS
------               ------------------------

3*       Amendment No. 1 to the Amended and Restated By-laws of Giga Information
         Group, Inc.

10.1*    Accounts Receivable Financing Agreement, dated as of April 7, 2000,
         between Silicon Valley Bank, Specialty Finance Division, and Giga
         Information Group, Inc.

10.2*    Amendment No. 1 to the Giga Information Group, Inc. 1996 Stock Option
         Plan

10.3(1)  Amendment No. 1 to Giga Information Group, Inc. 1999 Share Incentive
         Plan

10.4(2)  Amendment No. 1 to 1997 Director Option Plan

11(3)    Statement of Computation of Per Share Earnings

27(3)    Financial Data Schedule

-----------------
* Filed herewith.

(1)      Incorporated by reference to the Registrant's Registration Statement on
         Form S-8 (File No. 333-40212), dated June 27, 2000.

(2)      Incorporated by reference to the Registrant's Registration Statement on
         Form S-8 (File No. 333-40210), dated June 27, 2000.

(3)      Incorporated by reference to the Registrant's Quarterly Report on Form
         10-Q for the fiscal quarter ended June 30, 2000.






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