Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Geoworks Corporation

(Name of Issuer)


Common Stock, $0.001 par value per share		373692-10-2

(Title of class of securities)		(CUSIP number)

December 31, 2002

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[   ]   Rule 13d-1(b)
[ü]  Rule 13d-1(c)
[   ]   Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on Following Pages

Page 1 of 9 Pages


CUSIP No. 373692-10-2		13G		Page 2 of 9 Pages



1.	NAME OF REPORTING PERSONS Science Applications International Corporation I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)




	95-3630868





2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a) o (b) o









3.	SEC USE ONLY










4.	CITIZENSHIP OR PLACE OF ORGANIZATION




	Delaware





		5.	SOLE VOTING POWER




NUMBER OF			None




SHARES
BENEFICIALLY		6.	SHARED VOTING POWER




OWNED BY			1,346,552




EACH
REPORTING		7.	SOLE DISPOSITIVE POWER




PERSON			None




WITH
		8.	SHARED DISPOSITIVE POWER




			1,346,552





9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON




	1,346,552





10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*




				o





11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)




	6.1%





12.	TYPE OF REPORTING PERSON*




	CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 373692-10-2		13G		Page 3 of 9 Pages



1.	NAME OF REPORTING PERSONS Telcordia Venture Capital Corporation I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)




	94-3366893





2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a) o (b) o









3.	SEC USE ONLY










4.	CITIZENSHIP OR PLACE OF ORGANIZATION




	Nevada





		5.	SOLE VOTING POWER




NUMBER OF			None




SHARES
BENEFICIALLY		6.	SHARED VOTING POWER




OWNED BY			1,346,552




EACH
REPORTING		7.	SOLE DISPOSITIVE POWER




PERSON			None




WITH
		8.	SHARED DISPOSITIVE POWER




			1,346,552





9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON




	1,346,552





10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*




				o





11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)




	6.1%





12.	TYPE OF REPORTING PERSON*




	CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

TABLE OF CONTENTS


	Item 1(a). Name of Issuer:
	Item 1(b). Address of Issuer’s Principal Executive Offices:
	Item 2(a). Name of Person Filing:
	Item 2(b). Address of Principal Business Office or, if None, Residence:
	Item 2(c). Citizenship:
	Item 2(d). Title of Class of Securities:
	Item 2(e). CUSIP Number:
	Item 3. If This Statement is Filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:
	Item 4. Ownership.
	Item 5. Ownership of Five Percent or Less of a Class.
	Item 6. Ownership of More than Five Percent on Behalf of Another Person.
	Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
	Item 8. Identification and Classification of Members of the Group.
	Item 9. Notice of Dissolution of Group.
	Item 10. Certification
SIGNATURE
EXHIBIT INDEX
EXHIBIT 1

Item 1(a). Name of Issuer:

Geoworks Corporation

Item 1(b). Address of Issuer’s Principal Executive Offices:

6550 Vallejo Street, Suite 102, Emeryville, California 94608

Item 2(a). Name of Person Filing:

(i) Science Applications International Corporation, a Delaware corporation (“SAIC”); and (ii) Telcordia Venture Capital Corporation, a Nevada corporation (“TVCC”) and wholly owned subsidiary of Telcordia Technologies, Inc., a wholly-owned subsidiary of SAIC. SAIC and TVCC are collectively referred to herein as the “Reporting Persons.”

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the principal business office of SAIC is 10260 Campus Point Drive, San Diego, California 92121, and the address of the principal business office of TVCC is 3993 Howard Hughes Parkway, Suite 570, Las Vegas, Nevada 89109.

Item 2(c). Citizenship:

SAIC is incorporated in Delaware and TVCC is incorporated in Nevada.

Item 2(d). Title of Class of Securities:

Common Stock, $0.001 par value per share.

Item 2(e). CUSIP Number:

373692-10-2

Item 3. If This Statement is Filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)	[ ]	Broker or dealer registered under Section 15 of the Act;

(b)	[ ]	Bank as defined in Section 3(a)(6) of the Act;

(c)	[ ]	Insurance company as defined in Section 3(a)(19) of the Act;

(d)	[ ]	Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)	[ ]	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

Page 4 of 9

(f)	[ ]	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	[ ]	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)	[ ]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)	[ ]	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;

(j)	[ ]	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4. Ownership.

			Item 4 is hereby amended and restated as follows:

			The response of each of SAIC and TVCC to Items 5 through 11 of each of their respective Cover Sheets which relate to the beneficial ownership of the Common Stock of the Issuer is incorporated herein by reference. The percentage ownership of each of SAIC and TVCC is based upon 22,184,757 shares of Common Stock believed by them to be outstanding as of November 7, 2002, as stated in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002.

Item 5. Ownership of Five Percent or Less of a Class.

			If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

			Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Page 5 of 9

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 6 of 9

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 7, 2003


	SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

	By:	/s/ DOUGLAS E. SCOTT

		Name: Douglas E. Scott
		Title: Senior Vice President and General Counsel

	TELCORDIA VENTURE CAPITAL CORPORATION

	By:	/s/ GIAN A. BROWN

		Name: Gian A. Brown
		Title: General Counsel

Page 7 of 9

EXHIBIT INDEX

Page 8 of 9

Exhibit No.

Document

Page No.

Joint Filing Agreement, dated February 7, 2003, between Science Applications International Corporation and Telcordia Venture Capital Corporation to file joint statement on Schedule 13G

GEOWORKS /CA/ SC 13G/A