<SUBMISSION>
<ACCESSION-NUMBER>0000909567-04-000007
<TYPE>6-K
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20031129
<FILING-DATE>20040107
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>RESEARCH IN MOTION LTD
<CIK>0001070235
<ASSIGNED-SIC>3661
<IRS-NUMBER>000000000
<FISCAL-YEAR-END>0228
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>6-K
<ACT>34
<FILE-NUMBER>000-29898
<FILM-NUMBER>04513297
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>295 PHILLIP ST
<STREET2>WATERLOO
<CITY>ONTARIO CANADA
<STATE>A6
<ZIP>00000
<PHONE>5198887465
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>295 PHILLIP STREET
<STREET2>WATERLOO, ONTARIO N2L 3W8
<CITY>ONTARIO
<STATE>A6
<ZIP>N2L 3W8
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>t11608e6vk.txt
<DESCRIPTION>FORM 6-K
<TEXT>
<PAGE>

                                    FORM 6-K



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                        Report of Foreign Private Issuer
                     Pursuant to Rule 13a-16 or 15d-16 under
                       the Securities Exchange Act of 1934



For the month of    JANUARY                                            2004
                  ------------------------------------------        -----------


                           RESEARCH IN MOTION LIMITED
-------------------------------------------------------------------------------
                 (Translation of registrant's name into English)


                               295 Phillip Street,
                            Waterloo, Ontario, Canada
                                     N2L 3W8
-------------------------------------------------------------------------------
                    (Address of principal executive offices)


     Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.

                        Form 20-F          Form 40-F    X
                                  -------            -------

     Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):______________

     Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):______________

     Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                             Yes                  No    X
                                  -------            -------

         If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-________________


<PAGE>

                                 DOCUMENT INDEX


<TABLE>
<CAPTION>
Document                                                                   Page No.
--------                                                                   --------
<C>         <S>                                                            <C>

   1.       Research In Motion Limited -- unaudited comparative                3
            consolidated financial statements prepared in accordance
            with U.S. GAAP for the nine-month period ended November 29,
            2003 and the notes thereto.
   2.       Research In Motion Limited -- Management's Discussion and         30
            Analysis of Financial Condition and Results of Operations
            for the nine-month period ended November 29, 2003.
</TABLE>

<PAGE>


                                                                      DOCUMENT 1
<PAGE>
                           Research In Motion Limited
                     Incorporated under the Laws of Ontario
                     (United States dollars, in thousands)


CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                 As at
                                                               -----------------------------------------
                                                               November 29       March 1         March 1
                                                                  2003            2003             2003
                                                               -----------     ----------     ----------
                                                                          US GAAP               Cdn. GAAP
                                                               (unaudited)     (adjusted)
                                                                 (note 1)       (note 1)        (note 1)
<S>                                                            <C>             <C>            <C>

ASSETS
CURRENT
Cash and cash equivalents (note 13(a))                          $  360,076     $  340,681     $  340,681
Short-term investments (note 5)                                     24,018             --             --
Trade receivables                                                   74,108         40,803         40,803
Other receivables                                                    8,076          4,538          4,538
Inventory (note 16)                                                 34,247         31,275         31,275
Restricted cash (note 10)                                           23,532             --             --
Other current assets (note 8)                                       23,054         11,079          7,640
                                                                ----------     ----------     ----------
                                                                   547,111        428,376        424,937
INVESTMENTS (note 5)                                               147,528        190,030        190,030
CAPITAL ASSETS (note 6)                                            148,136        161,183        162,575
INTANGIBLE ASSETS (note 7)                                          67,225         51,479         51,479
GOODWILL                                                            30,109         30,588         30,588
                                                                ----------     ----------     ----------
                                                                $  940,109     $  861,656     $  859,609
                                                                ==========     ==========     ==========

LIABILITIES
CURRENT
Accounts payable                                                $   23,069     $   18,594         18,594
Accrued liabilities                                                 65,980         54,415         54,415
Accrued litigation and related expenses (note 10)                   72,054         50,702         50,702
Income taxes payable                                                 5,998          4,909          4,909
Deferred revenue                                                    14,264         14,336         14,336
Current portion of long-term debt                                    6,824          6,143          6,143
                                                                ----------     ----------     ----------
                                                                   188,189        149,099        149,099
LONG-TERM DEBT                                                       6,469          5,776          5,776
                                                                ----------     ----------     ----------
                                                                   194,658        154,875        154,875
                                                                ----------     ----------     ----------
SHAREHOLDERS' EQUITY
SHARE CAPITAL
  Issued - 78,925,037 (March 1, 2003 - 77,172,597) (note 3)        893,913        874,377        874,377
ACCUMULATED DEFICIT                                               (160,743)      (171,035)      (169,643)
ACCUMULATED OTHER COMPREHENSIVE INCOME (note 8)                     12,281          3,439             --
                                                                ----------     ----------     ----------
                                                                   745,451        706,781        704,734
                                                                ----------     ----------     ----------
                                                                $  940,109     $  861,656     $  859,609
                                                                ==========     ==========     ==========

</TABLE>


See notes to the consolidated financial statements.


<PAGE>


                           Research In Motion Limited
                     Incorporated under the Laws of Ontario
           (United States dollars, in thousands except per share data)

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

<TABLE>
<CAPTION>
                                                                       For the Three Months Ended
                                                                ------------------------------------------
                                                                November 29    November 30     November 30
                                                                    2003           2002            2002
                                                                -----------    -----------     -----------
                                                                           US GAAP              Cdn. GAAP
                                                                          (unaudited) (note 1)
<S>                                                             <C>            <C>            <C>

REVENUE
  Hardware                                                      $   92,273     $   31,790     $   31,790
  Service                                                           44,574         32,728         32,728
  Software and other                                                17,044          9,658          9,658
                                                                ----------     ----------     ----------
                                                                   153,891         74,176         74,176
                                                                ----------     ----------     ----------
COST OF SALES
  Hardware                                                          56,535         21,835         21,835
  Service                                                           22,283         22,103         22,103
  Software and other                                                 2,675          1,250          1,250
                                                                ----------     ----------     ----------
                                                                    81,493         45,188         45,188
                                                                ----------     ----------     ----------
GROSS MARGIN                                                        72,398         28,988         28,988
                                                                ----------     ----------     ----------
EXPENSES
Research and development net of government funding of $0
 (2002 - $15)                                                       15,673         16,843         16,843
Selling, marketing and administration (note 4)                      26,233         29,979         29,979
Amortization                                                         7,226          5,612          5,716
Restructuring charges (note 9)                                          --          6,550          6,550
Litigation (note 10)                                                 9,201         27,760         27,760
                                                                ----------     ----------     ----------
                                                                    58,333         86,744         86,848
                                                                ----------     ----------     ----------
EARNINGS (LOSS) FROM OPERATIONS                                     14,065        (57,756)       (57,860)
Investment income                                                    2,264          2,901          2,901
                                                                ----------     ----------     ----------
INCOME (LOSS) BEFORE INCOME TAXES                                   16,329        (54,855)       (54,959)
                                                                ----------     ----------     ----------
PROVISION FOR INCOME TAXES (note 11)
Current                                                                 --             --             --
Deferred                                                                --         37,937         37,365
                                                                ----------     ----------     ----------
                                                                        --         37,937         37,365
                                                                ----------     ----------     ----------
NET INCOME (LOSS)                                                   16,329        (92,792)       (92,324)
ACCUMULATED DEFICIT, BEGINNING OF PERIOD                          (177,072)       (47,146)       (46,083)
                                                                ----------     ----------     ----------
ACCUMULATED DEFICIT, END OF PERIOD                              $ (160,743)    $ (139,938)    $ (138,407)
                                                                ==========     ==========     ==========
EARNINGS (LOSS) PER SHARE (note 12)
Basic                                                           $     0.21     $    (1.21)    $    (1.20)
                                                                ==========     ==========     ==========
Diluted                                                         $     0.20     $    (1.21)    $    (1.20)
                                                                ==========     ==========     ==========
</TABLE>


See notes to the consolidated financial statements.



<PAGE>



                           Research In Motion Limited
                     Incorporated under the Laws of Ontario
           (United States dollars, in thousands except per share data)


CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT


<TABLE>
<CAPTION>
                                                                         For the Nine Months Ended
                                                                ------------------------------------------
                                                                November 29    November 30     November 30
                                                                    2003           2002            2002
                                                                -----------    -----------     -----------
                                                                          US GAAP               Cdn. GAAP
                                                                          (unaudited) (note 1)
<S>                                                             <C>            <C>            <C>
REVENUE
  Hardware                                                      $  221,568     $   95,177     $   95,177
  Service                                                          123,756         93,386         93,386
  Software and other                                                38,707         30,667         30,667
                                                                ----------     ----------     ----------
                                                                   384,031        219,230        219,230
                                                                ----------     ----------     ----------
COST OF SALES
  Hardware                                                         142,379         68,694         68,694
  Service                                                           65,980         63,032         63,032
  Software and other                                                 7,897          3,955          3,955
                                                                ----------     ----------     ----------
                                                                   216,256        135,681        135,681
                                                                ----------     ----------     ----------
GROSS MARGIN                                                       167,775         83,549         83,549
                                                                ----------     ----------     ----------
EXPENSES

Research and development net of government funding of $0
 (2002 - $7,182)                                                    44,761         43,381         43,381
Selling, marketing and administration (note 4)                      76,182         79,998         79,998
Amortization                                                        21,209         15,891         16,204
Restructuring charges (note 9)                                          --          6,550          6,550
Litigation (note 10)                                                22,313         32,670         32,670
                                                                ----------     ----------     ----------
                                                                   164,465        178,490        178,803
                                                                ----------     ----------     ----------
EARNINGS (LOSS) FROM OPERATIONS                                      3,310        (94,941)       (95,254)
Investment income                                                    6,982          8,932          8,932
                                                                ----------     ----------     ----------
INCOME (LOSS) BEFORE INCOME TAXES                                   10,292        (86,009)       (86,322)
                                                                ----------     ----------     ----------
PROVISION FOR INCOME TAXES (note 11)
Current                                                                 --          3,513          3,513
Deferred                                                                --         28,238         27,593
                                                                ----------     ----------     ----------
                                                                        --         31,751         31,106
                                                                ----------     ----------     ----------
NET INCOME (LOSS)                                                   10,292       (117,760)      (117,428)
ACCUMULATED DEFICIT, BEGINNING OF PERIOD                          (171,035)       (19,204)       (18,005)
Common shares repurchased in excess of carrying amount                  --         (2,974)        (2,974)
                                                                ----------     ----------     ----------
ACCUMULATED DEFICIT, END OF PERIOD                              $ (160,743)    $ (139,938)    $ (138,407)
                                                                ==========     ==========     ==========

EARNINGS (LOSS) PER SHARE (note 12)
Basic                                                           $     0.13     $    (1.51)    $    (1.51)
                                                                ==========     ==========     ==========
Diluted                                                         $     0.13     $    (1.51)    $    (1.51)
                                                                ==========     ==========     ==========
</TABLE>

See notes to the consolidated financial statements.



<PAGE>



                           Research In Motion Limited
                     Incorporated under the Laws of Ontario
                     (United States dollars, in thousands)


CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                        For the Three Months Ended
                                                                ------------------------------------------
                                                                November 29    November 30     November 30
                                                                    2003          2002            2002
                                                                -----------    -----------     -----------
                                                                          US GAAP               Cdn. GAAP
                                                                           (unaudited) (note 1)
<S>                                                             <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                               $   16,329     $  (92,792)    $  (92,324)
Items not requiring an outlay of cash:
Amortization                                                        13,857          7,778          7,883
Deferred income taxes                                                   --         41,348         40,775
Loss on disposal of capital assets                                     224            490            490
Loss (gain) on foreign currency translation of long term debt           21            (31)           (31)
Unrealized foreign exchange gain                                       (57)           (84)           (84)
Net changes in working capital items:
Trade receivables                                                  (23,849)           282            282
Other receivables                                                   (1,810)          (431)          (431)
Inventory                                                           (5,665)        (4,127)        (4,127)
Other current assets                                                  (358)         1,812          1,812
Accounts payable                                                    (1,478)         3,965          3,965
Accrued liabilities                                                   (159)         6,096          6,096
Accrued litigation and related expenses                              9,583         29,159         29,159
Increase in restricted cash                                         (9,034)            --             --
Income taxes payable                                                    40         (1,065)        (1,065)
Deferred revenue                                                      (377)         2,258          2,258
                                                                ----------     ----------     ----------
                                                                    (2,733)        (5,342)        (5,342)
                                                                ----------     ----------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of share capital and warrants                              13,964            290            290
Repayment of debt                                                     (107)           (92)           (92)
                                                                ----------     ----------     ----------
                                                                    13,857            198            198
                                                                ----------     ----------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of investments                                              --        (98,881)       (98,881)
Proceeds on sale or maturity of investments                         10,814             --             --
Acquisition of capital assets                                       (6,108)        (7,364)        (7,364)
Acquisition of intangible assets                                    (2,018)        (4,355)        (4,355)
Acquisition of subsidiaries                                            479         (2,060)        (2,060)
Acquisition of short-term investments                              (24,018)            --             --
Proceeds on sale and maturity of short-term investments                 --         72,266         72,266
                                                                ----------     ----------     ----------
                                                                   (20,851)       (40,394)       (40,394)
                                                                ----------     ----------     ----------
FOREIGN  EXCHANGE EFFECT ON CASH AND CASH EQUIVALENTS                   57             84             84
                                                                ----------     ----------     ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS FOR
  THE PERIOD                                                        (9,670)       (45,454)       (45,454)
CASH AND CASH  EQUIVALENTS, BEGINNING OF PERIOD                    369,746        396,130        396,130
                                                                ----------     ----------     ----------
CASH AND CASH  EQUIVALENTS, END OF PERIOD                       $  360,076     $  350,676     $  350,676
                                                                ==========     ==========     ==========
CASH AND CASH EQUIVALENTS ARE COMPRISED AS FOLLOWS:
Balances with banks                                             $   13,489     $   22,364     $   22,364
Cash equivalents                                                   346,587        328,312        328,312
                                                                ----------     ----------     ----------
                                                                $  360,076     $  350,676     $  350,676
                                                                ==========     ==========     ==========
</TABLE>

See notes to the consolidated financial statements.



<PAGE>



                           Research In Motion Limited
                     Incorporated under the Laws of Ontario
                     (United States dollars, in thousands)


CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                      For the Nine Months Ended
                                                                -----------------------------------------
                                                                November 29    November 30    November 30
                                                                    2003           2002          2002
                                                                -----------    -----------    -----------
                                                                          US GAAP              Cdn. GAAP
                                                                          (unaudited) (note 1)
<S>                                                             <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                               $   10,292     $ (117,760)    $ (117,428)
Items not requiring an outlay of cash:
Amortization                                                        39,518         22,175         22,488
Deferred income taxes                                                   --         29,244         28,599
Loss on disposal of capital assets                                     224            490            490
Gain on foreign currency translation of long term debt                (418)          (461)          (461)
Unrealized foreign exchange gain                                       (57)           (84)           (84)
Net changes in working capital items:
Trade receivables                                                  (33,305)        (1,541)        (1,541)
Other receivables                                                   (3,538)          (171)          (171)
Inventory                                                           (2,972)         8,361          8,361
Other current assets                                                (1,037)           699            699
Accounts payable                                                     4,475          2,399          2,399
Accrued liabilities                                                 11,565         18,002         18,002
Accrued litigation and related expenses                             21,352         29,159         29,159
Increase in restricted cash                                        (23,532)            --             --
Income taxes payable                                                 1,089          1,693          1,693
Deferred revenue                                                       (72)         1,281          1,281
                                                                ----------     ----------     ----------
                                                                    23,584         (6,514)        (6,514)
                                                                ----------     ----------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of share capital and warrants                              19,536            750            750
Buyback of common shares pursuant to Common Share
  Purchase Program                                                      --        (24,502)       (24,502)
Repayment of debt                                                     (304)          (519)          (519)
                                                                ----------     ----------     ----------
                                                                    19,232        (24,271)       (24,271)
                                                                ----------     ----------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of investments                                              --       (180,403)      (180,403)
Proceeds on sale or maturity of investments                         42,502             --             --
Acquisition of capital assets                                      (12,770)       (36,395)       (36,395)
Acquisition of intangible assets                                   (29,671)       (24,394)       (24,394)
Acquisition of subsidiaries                                            479        (21,990)       (21,990)
Acquisition of short-term investments                              (24,018)       (41,900)       (41,900)
Proceeds on sale and maturity of short-term investments                 --        345,983        345,983
                                                                ----------     ----------     ----------
                                                                   (23,478)        40,901         40,901
                                                                ----------     ----------     ----------
FOREIGN EXCHANGE EFFECT ON CASH AND CASH EQUIVALENTS                    57             84             84
                                                                ----------     ----------     ----------
NET INCREASE IN CASH AND CASH EQUIVALENTS FOR THE PERIOD            19,395         10,200         10,200
CASH AND CASH  EQUIVALENTS, BEGINNING OF YEAR                      340,681        340,476        340,476
                                                                ----------     ----------     ----------
CASH AND CASH  EQUIVALENTS, END OF PERIOD                       $  360,076     $  350,676     $  350,676
                                                                ==========     ==========     ==========

</TABLE>


See notes to the consolidated financial statements.






<PAGE>

                           RESEARCH IN MOTION LIMITED

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                    U.S. GAAP
       FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED NOVEMBER 29, 2003
                             AND NOVEMBER 30, 2002
         In thousands of United States dollars, except per share data,
                       and except as otherwise indicated

1.   BASIS OF PRESENTATION

     These interim consolidated financial statements have been prepared by
     management in accordance with generally accepted accounting principles in
     the United States ("US GAAP"). They do not include all of the disclosures
     required by generally accepted accounting principles for annual financial
     statements and should be read in conjunction with Research In Motion's
     ("RIM" or the "Company") audited financial statements for the year ended
     March 1, 2003, which have been prepared in both Canadian and US GAAP. In
     the opinion of management all normal recurring adjustments considered
     necessary for fair presentation have been included in these financial
     statements. Operating results for the nine months ended November 29, 2003
     are not necessarily indicative of the results that may be expected for the
     full year ending February 28, 2004.

     Historically, the primary consolidated financial statements of RIM have
     been prepared in accordance with Canadian generally accepted accounting
     principles ("Canadian GAAP") with an annual reconciliation of the Company's
     financial position and results of operations as calculated using US GAAP.
     In order to provide information on a more comparable basis with a majority
     of the industry, effective March 2, 2003, the Company initiated reporting
     its results of operations, financial position and cash flows under US GAAP
     in its consolidated financial statements. A summary of the Company's
     financial position and results of operations, as presented under Canadian
     GAAP, and a reconciliation of Canadian GAAP financial reporting to US GAAP
     financial reporting, are included in note 17.

     As part of the preparation of US GAAP consolidated financial statements,
     certain additional disclosures are required to comply with US securities
     regulations. As part of the additional disclosures, the Company
     reclassified costs associated with its BlackBerry network operations centre
     and its technical and services support operations centre to Cost of sales.
     Such costs were previously included in Selling, marketing and
     administration expense. In addition, amortization expense related to
     manufacturing operations and BlackBerry network operations has been
     reclassified to Cost of sales. Such amortization was previously included in
     Amortization expense. All comparative amounts have been reclassified to
     conform to this new presentation. There were no adjustments to previously
     reported net income (loss) as a result of any of these reclassifications.

2.   IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

(a)  GUARANTEES

     In November 2002, the Financial Accounting Standards Board ("FASB") issued
     Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements
     for Guarantees, Including Indirect Guarantees of Indebtedness of Others
     ("FIN 45"), which requires certain disclosures of obligations under
     guarantees. The disclosure requirements


                                       1
<PAGE>

                           RESEARCH IN MOTION LIMITED

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                    U.S. GAAP
       FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED NOVEMBER 29, 2003
                             AND NOVEMBER 30, 2002
         In thousands of United States dollars, except per share data,
                       and except as otherwise indicated

     of FIN 45 were effective for the Company's year ended March 1, 2003. An
     additional disclosure requirement under FIN 45 relates to product warranty
     as described in note 15. FIN 45 also requires the recognition of a
     liability by a guarantor at the inception of certain guarantees entered
     into or modified after December 31, 2002, based on the fair value of the
     guarantee. There was no effect on the adoption of the measurement
     requirement of FIN 45 on the Company's results of operations and financial
     position for fiscal 2004 and prior years.

(b)  CONSOLIDATION OF VARIABLE INTEREST ENTITIES

     In January of 2003, FASB issued Interpretation No. 46 ("FIN 46"),
     Consolidation of Variable Interest Entities. FIN 46 requires investors with
     a majority of the variable interests in a variable interest entity ("VIE")
     to consolidate the entity and also requires majority and significant
     variable interest investors to provide certain disclosures about their
     involvement with entities that qualify as a VIE. A VIE includes, but is not
     limited to, an entity in which the equity investors do not have a
     controlling interest or in which the equity at risk is insufficient to
     finance the entity's activities without receiving subordinated financial
     support from other parties. The Company does not currently hold any
     investments considered to be a VIE.

(c)  ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS

     In June 2001, the FASB issued Statement of Financial Accounting Standards
     ("SFAS") 143, Accounting for Asset Retirement Obligations, which addresses
     financial accounting and reporting for obligations associated with the
     retirement of tangible long-lived assets and the associated asset
     retirement costs. It requires recognition of the fair value of a liability
     for an asset retirement obligation in the period in which it is incurred if
     a reasonable estimate of fair value can be made. This standard is effective
     for the Company's fiscal 2004 year. The Company has determined that it does
     not have any asset retirement obligations.

(d)  ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING

     In May 2003, the FASB issued SFAS 149, Amendment of Statement 133 on
     Derivative Instruments and Hedging activities. The statement clarifies and
     amends accounting for derivative instruments including certain derivative
     instruments embedded in other contracts and for hedging activities under
     SFAS 133. SFAS 149 is effective for contracts entered into or modified
     after June 30, 2003. The Company has determined that there is no effect on
     the adoption of SFAS 149.



                                       2
<PAGE>

                           RESEARCH IN MOTION LIMITED

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                    U.S. GAAP
       FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED NOVEMBER 29, 2003
                             AND NOVEMBER 30, 2002
         In thousands of United States dollars, except per share data,
                       and except as otherwise indicated

(e)  ACCOUNTING FOR CERTAIN FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH
     ASSETS AND LIABILITIES

     In May 2003, the FASB issued SFAS 150, Accounting for Certain Financial
     Instruments with Characteristics of both Assets and Liabilities. SFAS 150
     addresses the accounting for: mandatory redeemable shares, put options and
     forward purchase contracts of the Company's shares, and instruments that
     are liabilities under this Statement that can be settled for shares. This
     standard is effective for all financial instruments entered into or
     modified after May 31, 2003, and is otherwise effective for the first
     interim period beginning after June 15, 2003. There was no effect on the
     Company's results of operations and financial position upon the adoption of
     SFAS 150.

(f)  ACCOUNTING FOR STOCK-BASED COMPENSATION

     In December, 2002 the FASB issued SFAS 148, Accounting for Stock-Based
     Compensation. SFAS 148 amends SFAS 123 to provide alternative methods of
     transition for a voluntary change to the fair value method of accounting
     for stock-based compensation. This standard is in effect for all companies
     with year ends after December 31, 2003. There was no effect on the
     Company's results of operations and financial position upon the adoption of
     SFAS 148.

(g)  ACCOUNTING FOR REVENUE ARRANGEMENTS

     The Emerging Issues Task Force reached a consensus on Issue 00-21,
     addressing how to account for arrangements that involve the delivery or
     performance of multiple products, services, and/or rights to use assets.
     Revenue arrangements with multiple deliverables are divided into separate
     units of accounting if the deliverables in the arrangement meet the
     following criteria: (a) the delivered item has value to the customer on a
     standalone basis; (b) there is objective and reliable evidence of the fair
     value of undelivered items; and (c) delivery of any undelivered item is
     probable. Arrangement consideration should be allocated among the separate
     units of accounting based on their relative fair values, with the amount
     allocated to the delivered item being limited to the amount that is not
     contingent on the delivery of additional items or meeting other specified
     performance conditions. The final consensus is applicable to agreements
     entered into in fiscal periods beginning after June 15, 2003 with early
     adoption permitted. The Company adopted this standard in the third quarter
     of 2004. There was no effect on the Company's results of operations and
     financial position upon the adoption of EITF 00-21.



                                       3
<PAGE>

                           RESEARCH IN MOTION LIMITED

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                    U.S. GAAP
       FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED NOVEMBER 29, 2003
                             AND NOVEMBER 30, 2002
         In thousands of United States dollars, except per share data,
                       and except as otherwise indicated

3.   CAPITAL STOCK

(a)  CAPITAL STOCK

<TABLE>
<CAPTION>
                                                           Shares
                                                        Outstanding    Amount
                                                        -----------   --------
                                                          (000's)
<S>                                                        <C>        <C>
     Authorized - unlimited number of common shares
     Common shares outstanding - March 1, 2003             77,172     $874,007
     Exercise of options and warrants                       1,753       19,906
                                                           ------    --------
     Common shares outstanding - November 29, 2003         78,925     $893,913
                                                           ======     ========
</TABLE>

     During the third quarter of 2004, there were 953 options exercised and $370
     was transferred from the warrant and option account to common shares in
     Shareholders' Equity.

     The Company had 79,271 common shares outstanding and nil common share
     purchase warrants outstanding as at December 31, 2003.

(b)  STOCK OPTION PLAN

     The Company has an incentive stock option plan for directors, officers and
     employees. The option exercise price is the fair market value of the
     Company's common shares at the date of grant. These options generally vest
     over a period of five years and are exercisable for a maximum of ten years
     from the grant date.

     The total number of options outstanding (in thousands) as at November 29,
     2003 was 9,158 (March 1, 2003 - 10,101).



                                       4
<PAGE>

                           RESEARCH IN MOTION LIMITED

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                    U.S. GAAP
       FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED NOVEMBER 29, 2003
                             AND NOVEMBER 30, 2002
         In thousands of United States dollars, except per share data,
                       and except as otherwise indicated

(c)  STOCK BASED COMPENSATION

     Under US GAAP, compensation expense is recognized when stock options are
     issued with an exercise price that is less than the market price on the
     date of grant. The difference between the exercise price and the market
     price on the date of grant is recorded as compensation expense ("intrinsic
     value method"). The exercise price of options granted by the Company is the
     market value of the underlying stock at the date of grant; consequently, no
     compensation expense is recognized. This method is consistent with US GAAP,
     Accounting Principles Board ("APB") Opinion 25, Accounting for Stock Issued
     to Employees.

     SFAS No. 123, Accounting for Stock-Based Compensation, requires proforma
     disclosures of net income and earnings per share, as if the fair value
     method, as opposed to the intrinsic value method of accounting for employee
     stock options, had been applied. The disclosures in the following table
     presents the Company's net income (loss) and earnings (loss) per share on a
     proforma basis using the fair value method as determined using the
     Black-Scholes option pricing model:

<TABLE>
<CAPTION>
                                                                      For the three months ended
                                                                     ----------------------------
                                                                     November 29,    November 30,
                                                                         2003            2002
                                                                     ------------    ------------
     <S>                                                                <C>            <C>
     Net income (loss) - as reported                                    $16,329        $(92,792)
     Estimated stock-based compensation costs for the period              5,475           5,128
                                                                        -------        --------
     Net income (loss) - proforma                                       $10,854        $(97,920)
                                                                        =======        ========
     Proforma earnings (loss) per common share:
       Basic                                                            $  0.14        $  (1.27)
       Diluted                                                          $  0.13        $  (1.27)

     Weighted average number of shares (000's):
       Basic                                                             78,421          76,993
       Diluted                                                           83,025          76,993
</TABLE>

                                       5
<PAGE>

                           RESEARCH IN MOTION LIMITED

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                    U.S. GAAP
       FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED NOVEMBER 29, 2003
                             AND NOVEMBER 30, 2002
         In thousands of United States dollars, except per share data,
                       and except as otherwise indicated




<TABLE>
<CAPTION>
                                                                     For the nine months ended
                                                                    ----------------------------
                                                                    November 29,    November 30,
                                                                        2003            2002
                                                                    ------------    ------------
     <S>                                                              <C>            <C>
     Net income (loss) - as reported                                  $10,292        $(117,760)
     Estimated stock-based compensation costs for the period           13,952           15,159
                                                                      -------        ---------
     Net loss - proforma                                              $(3,660)       $(132,919)
                                                                      =======        =========
     Proforma loss per common share:
       Basic and diluted                                              $ (0.05)       $   (1.71)

     Weighted average number of shares (000's):
       Basic and diluted                                               77,788           77,812
</TABLE>

     The weighted average fair value of options granted during the quarter was
     calculated using the Black-Scholes option pricing model with the following
     assumptions:

<TABLE>
<CAPTION>
                                                                         Three months ended
                                                                    ----------------------------
                                                                    November 29,    November 30,
                                                                        2003            2002
                                                                    ------------    ------------
     <S>                                                               <C>             <C>
     Weighted average Black-Scholes value of each option               $22.35          $7.18

     Assumptions:
       Risk free interest rates                                          3.0%           4.5%
       Expected life in years                                             4.0            3.5
       Expected dividend yield                                             0%             0%
       Volatility                                                         70%            70%
</TABLE>

<TABLE>
<CAPTION>
                                                                         Nine months ended
                                                                    ----------------------------
                                                                    November 29,    November 30,
                                                                        2003            2002
                                                                    ------------    ------------
     <S>                                                               <C>             <C>
     Weighted average Black-Scholes value of each option               $10.43           $7.78

     Assumptions:
       Risk free interest rates                                          3.0%            4.5%
       Expected life in years                                             4.0             3.5
       Expected dividend yield                                             0%              0%
       Volatility                                                         70%             70%
</TABLE>


                                       6
<PAGE>

                           RESEARCH IN MOTION LIMITED

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                    U.S. GAAP
       FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED NOVEMBER 29, 2003
                             AND NOVEMBER 30, 2002
         In thousands of United States dollars, except per share data,
                       and except as otherwise indicated

4.   FOREIGN EXCHANGE GAINS AND LOSSES

     Selling, marketing and administration expense for the first nine months of
     fiscal 2004 includes $1,181 with respect to foreign exchange gains (2003 -
     foreign exchange gain of $627). The Company is exposed to foreign exchange
     fluctuations as a result of transactions in currencies other than its US
     dollar functional currency.

5.   INVESTMENTS

     The company differentiates between its short-term investments and its
     investments in accordance with SFAS 115. Short-term investments are debt
     securities that are held as available for sale. Investments are debt
     securities that the Company intends to hold to maturity.

     During the nine months ended November 29, 2003, the Company sold an
     investment in the held to maturity pool. This security had a net carrying
     value of $25,150 and the Company realized a loss on the sale of $6. This
     security was sold due to credit concerns with the issuer.

     During the third quarter of 2003, a $10,000 face value bond in the held to
     maturity pool was recalled for early redemption at the issuer's option. The
     Company realized a gain of $10.

6.   CAPITAL ASSETS

     Capital assets comprise the following:

<TABLE>
<CAPTION>
                                                              November 29, 2003
                                                    ------------------------------------
                                                                Accumulated     Net book
                                                       Cost     amortization      value
                                                    --------    ------------    --------
     <S>                                            <C>           <C>           <C>
     Land                                           $  8,850      $    --       $  8,850
     Buildings and leaseholds                         66,426        9,203         57,223
     Information technology                           88,113       43,540         44,573
     Furniture, fixtures, tooling and equipment       74,436       36,946         37,490
                                                    --------      -------       --------
                                                    $237,825      $89,689       $148,136
                                                    ========      =======       ========
</TABLE>


                                       7
<PAGE>

                           RESEARCH IN MOTION LIMITED

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                    U.S. GAAP
       FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED NOVEMBER 29, 2003
                             AND NOVEMBER 30, 2002
         In thousands of United States dollars, except per share data,
                       and except as otherwise indicated

<TABLE>
<CAPTION>
                                                                March 1, 2003
                                                    ------------------------------------
                                                                Accumulated     Net book
                                                       Cost     amortization      value
                                                    --------    ------------    --------
     <S>                                            <C>           <C>           <C>
     Land                                           $  8,850      $    --       $  8,850
     Buildings and leaseholds                         66,254        6,671         59,583
     Information technology                           81,319       31,893         49,426
     Furniture, fixtures, tooling and equipment       68,873       25,549         43,324
                                                    --------      -------       --------
                                                    $225,296      $64,113       $161,183
                                                    ========      =======       ========
</TABLE>


     For the nine months ended November 29, 2003, the Company recorded
     additional amortization expense of $1,318 primarily with respect to certain
     capital assets no longer used by the Company; $618 of this amount is
     included in Cost of sales.

7.   INTANGIBLE ASSETS

     Intangible assets comprise the following:

<TABLE>
<CAPTION>
                                                              November 29, 2003
                                                    ------------------------------------
                                                                Accumulated     Net book
                                                       Cost     amortization      value
                                                    --------    ------------    --------
     <S>                                            <C>           <C>           <C>
     Acquired technology                            $ 10,012      $ 3,239       $  6,773
     Licences                                         51,372       10,782         40,590
     Patents                                          23,419        3,557         19,862
                                                    --------      -------       --------
                                                    $ 84,803      $17,578       $ 67,225
                                                    ========      =======       ========
</TABLE>

<TABLE>
<CAPTION>
                                                                March 1, 2003
                                                    ------------------------------------
                                                                Accumulated     Net book
                                                       Cost     amortization      value
                                                    --------    ------------    --------
     <S>                                            <C>           <C>           <C>
     Acquired technology                            $ 10,012      $ 1,684       $  8,328
     Licences                                         28,370        1,085         27,285
     Patents                                          16,751          885         15,866
                                                    --------      -------       --------
                                                    $ 55,133      $ 3,654       $ 51,479
                                                    ========      =======       ========
</TABLE>


     For the year to date, the Company recorded provisions amounting to $4.3
     million against the carrying values of certain of its intangible assets
     resulting from changes in the Company's current and intended product
     offerings. Such charges reflect management's



                                       8
<PAGE>

                           RESEARCH IN MOTION LIMITED

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                    U.S. GAAP
       FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED NOVEMBER 29, 2003
                             AND NOVEMBER 30, 2002
         In thousands of United States dollars, except per share data,
                       and except as otherwise indicated

     current estimates of net realizable values. Charges of $0.5 million and
     $3.8 million were recorded in the first and second quarter respectively.

8.   COMPREHENSIVE INCOME (LOSS)

     The components of comprehensive income (loss) are shown in the following
     table:

<TABLE>
<CAPTION>
                                                                         For the three months ended
                                                                        ----------------------------
                                                                        November 29,    November 30,
                                                                            2003            2002
                                                                        ------------    ------------
     <S>                                                                  <C>             <C>
     Net income (loss)                                                    $16,329         $(92,792)
     Net change in fair value of derivatives during the period             10,021               51
     Amounts reclassified to earnings during the period                    (3,366)            (348)
                                                                          -------         --------
     Comprehensive income (loss)                                          $22,984         $(93,089)
                                                                          =======         ========
</TABLE>

<TABLE>
<CAPTION>
                                                                          For the nine months ended
                                                                        ----------------------------
                                                                        November 29,    November 30,
                                                                            2003            2002
                                                                        ------------    ------------
     <S>                                                                  <C>             <C>
     Net income (loss)                                                    $10,292         $(117,760)
     Net change in fair value of derivatives during the period             16,459             1,785
     Amounts reclassified to earnings during the period                    (7,617)              157
                                                                          -------         ---------
     Comprehensive income (loss)                                          $19,134         $(115,818)
                                                                          =======         =========
</TABLE>

     The fair value of derivative instruments of $14,377 is included in Other
     current assets on the Consolidated Balance Sheets.

9.   RESTRUCTURING CHARGES

     During the third quarter of 2003, as part of the implementation of a plan
     to improve operating results (the "Plan"), the Company recorded
     restructuring charges that included the termination of employees, related
     costs and the closure and exit of certain leased facilities. The employees
     identified in connection with the workforce reduction component of the Plan
     were dismissed on or about November 12, 2002.



                                       9
<PAGE>

                           RESEARCH IN MOTION LIMITED

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                    U.S. GAAP
       FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED NOVEMBER 29, 2003
                             AND NOVEMBER 30, 2002
         In thousands of United States dollars, except per share data,
                       and except as otherwise indicated

     The changes in the restructuring provision during the nine months ended
     November 29, 2003 are summarized below:

<TABLE>
<CAPTION>
                                              Balances as at      Cash      Write-     Balances as at
                                               March 1, 2003    Payments     offs     November 29, 2003
                                              --------------    --------    ------    -----------------
     <S>                                          <C>            <C>        <C>             <C>
     Workforce reduction and related costs        $  648         $(617)     $  --           $  31
     Excess facilities and capital assets          1,924          (381)      (230)           1,313
                                                  ------         -----      -----           ------
                                                  $2,572         $(998)     $(230)          $1,344
                                                  ======         =====      =====           ======
</TABLE>

     The write-offs included certain equipment made redundant by the vacating of
     a leased facility identified as part of the restructuring. The balance of
     the restructuring provision of $1,344 as at November 29, 2003 is included
     in Accrued liabilities on the Consolidated Balance Sheets.

10.  LITIGATION

     As has been more fully disclosed in the Company's annual consolidated
     financial statements and notes as well as in its Annual Information Form
     ("AIF") for the year ended March 1, 2003, the Company is the defendant in a
     patent litigation matter brought by NTP, Inc. ("NTP") alleging that the
     Company infringed on eight of NTP's patents (the "NTP matter").

     During fiscal 2003 the Company recorded quarterly charges in the second,
     third and fourth quarters with respect to the NTP matter totalling $58.2
     million to fully provide for enhanced compensatory damages, current and
     estimated future costs with respect to ongoing legal and professional fees,
     plaintiff's attorney fees and prejudgment interest.

     During the first quarter of fiscal 2004, the Company recorded an expense of
     $7.5 million to provide for additional estimated enhanced compensatory
     damages and estimated prejudgment interest, for the period March 2, 2003 to
     May 31, 2003. The $6.9 million attributable to enhanced compensatory
     damages was classified as Restricted cash on the Consolidated Balance
     Sheets as at May 31, 2003 and the Company funded the $6.9 million into a
     cash escrow bank account subsequent to the end of the first quarter of
     fiscal 2003, as required by the Court.

     On August 5, 2003, the United States District Court for the Eastern
     District of Virginia (the "Court") ruled on NTP's request for an injunction
     with respect to RIM continuing to sell



                                       10
<PAGE>

                           RESEARCH IN MOTION LIMITED

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                    U.S. GAAP
       FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED NOVEMBER 29, 2003
                             AND NOVEMBER 30, 2002
         In thousands of United States dollars, except per share data,
                       and except as otherwise indicated

     the BlackBerry solution (handhelds, software and service) in the United
     States as well as entered judgment with respect to several previously
     announced monetary awards issued in favour of NTP. The Court granted NTP
     the injunction requested; however, the Court then immediately granted RIM's
     request to stay the injunction sought by NTP pending the completion of
     RIM's appeal (to the Court of Appeals for the Federal Circuit).

     In its Final Order dated August 5, 2003, the Court awarded monetary damages
     of $53.7 million (the "Final Order") as of May 31, 2003, comprising the
     following:

<TABLE>

     <S>                                             <C>
     o   Enhanced compensatory damages               $47.5 million
     o   Plaintiff attorney fees                     $ 4.2 million
     o   Prejudgement interest                       $ 2.0 million
                                                     -------------
     o   Total                                       $53.7 million
                                                     =============
</TABLE>

     The Company had previously recorded provisions for all of the above
     components of the Final Order in fiscal 2003 and the first quarter of
     fiscal 2004. The Company filed its Notice to Appeal on August 29, 2003.

     During the second quarter of fiscal 2004, the Company recorded an expense
     of $5.7 million to provide for enhanced compensatory damages for the period
     June 1, 2003 to August 30, 2003, postjudgment interest for the period
     August 6, 2003 to August 30, 2003 and other net adjustments. The Company
     funded $7.6 million, attributable to the enhanced compensatory damages
     amount, into an escrow account subsequent to the end of the second quarter
     of fiscal 2004.

     The Company sought a stay of the Court proceedings in light of the fact
     that the patents in suit are the subject of re-examination proceedings by
     the U.S. Patents and Trademark Office ("PTO"). On November 4, 2003, the
     United States Court of Appeals for the Federal Circuit ("Appellate Court")
     denied the Company's request for a stay of the appeal proceedings.

     On November 26, 2003, the Company filed its opening appeal brief with the
     Appellate Court.

     During the third quarter of fiscal 2004, the Company recorded an expense of
     $9.2 million to provide for additional estimated enhanced compensatory
     damages and estimated postjudgment interest, for the three months ended
     November 29, 2003. The $9.0 million attributable to enhanced compensatory
     damages was classified as Restricted cash on the Consolidated Balance
     Sheets as at November 29, 2003. The Company funded the $9.0 million into an
     escrow account subsequent to the end of the third quarter of fiscal 2004.



                                       11
<PAGE>

                           RESEARCH IN MOTION LIMITED

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                    U.S. GAAP
          FOR THE THREE AND NINE MONTH PERIODS ENDED NOVEMBER 29, 2003
                              AND NOVEMBER 30, 2002
          In thousands of United States dollars, except per share data,
                       and except as otherwise indicated

     For the nine months ended November 29, 2003 the Company has recorded a
     total provision of $22.3 million with respect to the NTP matter,
     representing enhanced compensatory damages, postjudgment interest for the
     period August 6, 2003 to November 29, 2003 and other net adjustments.

     As at the end of the Company's current fiscal quarter, the likelihood of
     any further loss and the ultimate amount of loss, if any, were not
     reasonably determinable. Consequently, no additional amounts, from those
     described above, have been provided for as NTP litigation expenses as at
     November 29, 2003. The actual resolution of the NTP matter may materially
     differ from the estimates as at November 29, 2003 as a result of future
     appellate court rulings at the conclusion of the appeals process, therefore
     potentially causing future quarterly or annual financial reporting to be
     materially affected, either adversely or favourably.

11.  INCOME TAXES

     During the third quarter of fiscal 2003, the Company determined that it was
     no longer able to satisfy the "more likely than not" standard under
     generally accepted accounting principles with respect to the valuation of
     its deferred tax assets balance. As a significant degree of uncertainty
     existed regarding the realization of the deferred tax assets, a full
     valuation allowance was required.

     For the first nine months of fiscal 2004, the Company's income tax expense
     with respect to net income earned was offset by the utilization of
     previously unrecognized deferred tax assets. The Company continues to
     evaluate and examine the deferred tax assets and valuation allowance on a
     regular basis. As at November 29, 2003, the Company determined that it was
     still not able to satisfy the "more likely than not" standard and continued
     to take a full valuation allowance on its available deferred tax assets. As
     a result of the valuation allowance, the Company has material unrecognized
     income tax benefits as at November 29, 2003.


                                       12
<PAGE>


                           RESEARCH IN MOTION LIMITED

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                    U.S. GAAP
          FOR THE THREE AND NINE MONTH PERIODS ENDED NOVEMBER 29, 2003
                              AND NOVEMBER 30, 2002
          In thousands of United States dollars, except per share data,
                       and except as otherwise indicated


12.  EARNINGS (LOSS) PER SHARE

     The following table sets forth the computation of basic and diluted
     earnings (loss) per share.

<TABLE>
<CAPTION>
                                                                                     For the three months ended
                                                                                   ------------------------------
                                                                                   November 29,      November 30,
                                                                                      2003               2002
                                                                                   ------------------------------
<S>                                                                                  <C>              <C>
     Numerator for basic and diluted earnings (loss) per share available to
     common stockholders                                                             $16,329          $(92,792)
                                                                                     =======          ========
     Denominator in 000's of shares:
     Denominator for basic earnings per share - weighted average shares
     outstanding                                                                      78,421            76,993
                                                                                     -------          --------
     Effect of dilutive securities:
       Employee stock options                                                          4,604                --
                                                                                     -------          --------
     Dilutive potential common shares                                                  4,604                --
                                                                                     -------          --------
     Denominator for diluted earnings per share - adjusted weighted-average
     shares and assumed conversions                                                   83,025            76,993
                                                                                     =======          ========
     Earnings (loss) per share
       Basic                                                                         $  0.21          $  (1.21)
       Diluted                                                                       $  0.20          $  (1.21)
</TABLE>


                                       13
<PAGE>



                           RESEARCH IN MOTION LIMITED

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                    U.S. GAAP
          FOR THE THREE AND NINE MONTH PERIODS ENDED NOVEMBER 29, 2003
                              AND NOVEMBER 30, 2002
          In thousands of United States dollars, except per share data,
                       and except as otherwise indicated


<TABLE>
<CAPTION>
                                                                                  For the nine months ended
                                                                                ------------------------------
                                                                                November 29,      November 30,
                                                                                   2003               2002
                                                                                ------------------------------
<S>                                                                               <C>              <C>
     Numerator for basic and diluted earnings (loss) per share available
     to common stockholders                                                       $10,292          $(117,760)
                                                                                  =======          =========
     Denominator in 000's of shares:
     Denominator for basic earnings per share - weighted average shares
     outstanding                                                                   77,788             77,812
                                                                                  -------          ---------
     Effect of dilutive securities:
       Employee stock options                                                       3,589                 --
                                                                                  -------          ---------
     Dilutive potential common shares                                               3,589                 --
                                                                                  -------          ---------
     Denominator for diluted earnings per share - adjusted
     weighted-average shares and assumed conversions                               81,377             77,812
                                                                                  =======          =========
     Earnings (loss) per share
       Basic                                                                      $  0.13          $   (1.51)
       Diluted                                                                    $  0.13          $   (1.51)
</TABLE>


13.  CONTINGENCIES

(a)  CREDIT FACILITY

     The Company has obtained a $70 million Letter of Credit Facility ("the
     Facility") with a Canadian financial institution and has now utilized a $48
     million portion of the Facility in order to satisfy the Company's liability
     and funding obligation in the NTP matter, as described in note 10. During
     the third quarter of fiscal 2004 and pending the completion of the appeals
     process, the Company posted, with the approval of the Court, a Standby
     Letter of Credit ("LC") in the amount of $48 million to guarantee the
     monetary damages of the Court's Final Order. The LC amount of $48 million
     excludes the fiscal 2004 quarterly deposit obligations being funded into
     the escrow bank account, which are shown as Restricted cash on the
     Company's Consolidated Balance Sheets. The Company has pledged specific
     investments as security for this Facility.

     The Company has additional letter of credit facilities in the amount of
     $22,418 to support other operating and financing requirements; as at
     November 29, 2003 $12,111 of these facilities were unused. A general
     security agreement, a general assignment of book debts and cash have been
     provided as collateral for this facility.


                                       14
<PAGE>


                           RESEARCH IN MOTION LIMITED

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                    U.S. GAAP
          FOR THE THREE AND NINE MONTH PERIODS ENDED NOVEMBER 29, 2003
                              AND NOVEMBER 30, 2002
         In thousands of United States dollars, except per share data,
                       and except as otherwise indicated


(b)  OTHER LITIGATION

     In addition to the NTP matter discussed in note 10 and as more fully
     disclosed in the Company's annual consolidated financial statements and
     notes as well as in its Annual Information Form ("AIF") for the year ended
     March 1, 2003, the Company is involved in patent litigation with Good
     Technology, Inc. ("GTI"). Discovery processes are ongoing. At this time,
     the likelihood of recoveries and the ultimate amounts, if any, with respect
     to all of the GTI actions are not determinable. Accordingly, no amount has
     been recorded in these financial statements as at November 29, 2003.

     Earlier in the year, RIM received a letter wherein Inpro II Licensing, S.a
     r.l. ("Inpro") suggested that RIM may require a license of the 2 patents
     held by Inpro. On October 31, 2003, following a thorough review of patents
     held by Inpro, RIM filed a declaratory judgment action against Inpro in the
     U.S. District Court for the Northern District of Texas, Dallas Division.
     RIM's declaratory judgment filed against Inpro seeks a ruling that two
     Inpro patents are invalid and/or not infringed by RIM. On or about November
     18, 2003, Inpro filed an action in the U.S. District Court for the District
     of Delaware asserting a single patent. Its assertion is against RIM and one
     of its customers. The assertion against RIM and the customer is in
     connection with a patent relating to electronic devices having
     user-operable input means such as a thumb wheel. Inpro is seeking a
     preliminary and permanent injunction and an unspecified amount of damages.
     At this time, the likelihood of damages or recoveries and the ultimate
     amounts, if any, with respect to all of the Inpro actions is not
     determinable. Accordingly, no amount has been recorded in these financial
     statements as at November 29, 2003.

     From time to time, the Company is involved in other claims in the normal
     course of business. Management assesses such claims and where considered
     likely to result in a material exposure and where the amount of the claim
     is quantifiable, provisions for loss are made based on management's
     assessment of the likely outcome. The Company does not provide for claims
     that are considered unlikely to result in a significant loss, claims for
     which the outcome is not determinable or claims where the amount of the
     loss cannot be reasonably estimated. Any settlements or awards under such
     claims are provided for when reasonably determinable.

14.  SEGMENT DISCLOSURES

     The Company is organized and managed as a single reportable business
     segment.


                                       15
<PAGE>


                           RESEARCH IN MOTION LIMITED

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                    U.S. GAAP
          FOR THE THREE AND NINE MONTH PERIODS ENDED NOVEMBER 29, 2003
                              AND NOVEMBER 30, 2002
          In thousands of United States dollars, except per share data,
                       and except as otherwise indicated


15.  PRODUCT WARRANTY

     The Company estimates its warranty costs at the time of revenue
     recognition, based on historical warranty claims experience, and records
     the expense in Cost of sales. The warranty accrual balance is reviewed
     quarterly to establish that it materially reflects the remaining
     obligation, based on the anticipated future expenditures over the balance
     of the obligation period. Adjustments are made when the actual warranty
     claim experience differs from estimates.

     The change in the Company's warranty expense and actual warranty experience
     for the nine months ended November 29, 2003, as well as the accrued
     warranty obligations as at November 29, 2003, are set forth in the
     following table:

<TABLE>
<S>                                                                             <C>
     Accrued warranty obligations as at March 1, 2003                           $ 5,170

     Actual warranty experience for the nine months ended November 29, 2003      (2,647)

     Warranty provision for the nine months ended November 29, 2003               3,588
                                                                                -------
     Accrued warranty obligations as at November 29, 2003                       $ 6,111
                                                                                =======
</TABLE>


16.  INVENTORY

     Inventory is comprised as follows:

<TABLE>
<CAPTION>
                                                         November 29,         March 1,
                                                            2003               2003
                                                         -----------------------------
<S>                                                       <C>                <C>
     Raw materials                                        $ 35,195           $ 34,446
     Work in process                                         7,485              8,205
     Finished goods                                          5,908              4,286
     Provision for excess and obsolete inventory           (14,341)           (15,662)
                                                          --------           --------
                                                          $ 34,247           $ 31,275
                                                          ========           ========
</TABLE>


                                       16
<PAGE>


                           RESEARCH IN MOTION LIMITED

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                    U.S. GAAP
          FOR THE THREE AND NINE MONTH PERIODS ENDED NOVEMBER 29, 2003
                              AND NOVEMBER 30, 2002
          In thousands of United States dollars, except per share data,
                       and except as otherwise indicated


17.  SUMMARY OF MATERIAL DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING
     PRINCIPLES (GAAP) IN THE UNITED STATES AND CANADA

     The consolidated financial statements of the Company have been prepared in
     accordance with US GAAP which conform in all material respects with
     Canadian GAAP except as set forth below. The Company's consolidated
     financial position, results of operations and cash flows were presented
     using Canadian GAAP in 2003 and all previous periods.

     CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                               November 29,        March 1,
                                                                  2003               2003
                                                               -----------------------------
<S>                                                             <C>                <C>
     Total assets under US GAAP                                 $940,109           $861,656
     Adjustment - Start-up costs (a)                                  --              1,392
     Adjustment - Derivative financial instruments (b)           (12,281)            (3,439)
                                                                --------           --------
     TOTAL ASSETS UNDER CANADIAN GAAP                           $927,828           $859,609
                                                                ========           ========
     Total shareholders' equity under US GAAP                   $745,451           $706,781
     Adjustment - Start-up costs (a)                                  --              1,392
     Adjustment - Derivative financial instruments (b)           (12,281)            (3,439)
                                                                --------           --------
     TOTAL SHAREHOLDERS' EQUITY UNDER CANADIAN GAAP             $733,170           $704,734
                                                                ========           ========
</TABLE>


                                       17
<PAGE>

                           RESEARCH IN MOTION LIMITED

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                    U.S. GAAP
          FOR THE THREE AND NINE MONTH PERIODS ENDED NOVEMBER 29, 2003
                              AND NOVEMBER 30, 2002
          In thousands of United States dollars, except per share data,
                       and except as otherwise indicated


     CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                    For the three months ended
                                                  ------------------------------
                                                  November 29,      November 30,
                                                      2003              2002
                                                  ------------------------------
<S>                                                 <C>              <C>
     Net income (loss) under US GAAP                $16,329          $(92,792)
     Adjustments - Canadian GAAP
       Start-up costs (a)                                --              (104)
       Future income taxes (a)                           --               572
                                                    -------          --------
     NET INCOME (LOSS) UNDER CANADIAN GAAP          $16,329          $(92,324)
                                                    =======          ========
</TABLE>


<TABLE>
<CAPTION>
                                                    For the nine months ended
                                                  ------------------------------
                                                  November 29,      November 30,
                                                      2003              2002
                                                  ------------------------------
<S>                                                 <C>              <C>
     Net income (loss) under US GAAP                $10,292          $(117,760)
     Adjustments - Canadian GAAP
       Start-up costs (a)                            (1,392)              (313)
       Future income taxes (a)                           --                645
                                                    -------          ---------
     NET INCOME (LOSS) UNDER CANADIAN GAAP          $ 8,900          $(117,428)
                                                    =======          =========
</TABLE>

(a)  START-UP COSTS

     As at February 28, 2001, under US GAAP, the Company had expensed the
     charges incurred during the start-up of the Company's United Kingdom
     operations. Canadian GAAP, Emerging Issues Committee EIC-27, Revenues and
     expenditures during the pre-operating period, prescribes that start-up
     costs should be deferred and amortized over a period not to exceed 5 years.
     The amortization effect and the tax effect of this adjustment are also
     reflected above. The Company had expensed all start-up costs previously
     incurred during the second quarter of fiscal 2004 as the Company had
     determined that there was no remaining value to these costs as a result of
     changes in the underlying operations.

(b)  DERIVATIVE FINANCIAL INSTRUMENTS

     The Company engages in foreign currency hedging activities, utilizing
     derivative financial instruments (forward contracts), to mitigate the risks
     relating to foreign exchange fluctuations on foreign currency balances and
     cash flows. Where appropriate, the Company utilizes derivative financial
     instruments to reduce exposure to fluctuations in foreign currency exchange
     rates.


                                       18
<PAGE>


                           RESEARCH IN MOTION LIMITED

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                    U.S. GAAP
          FOR THE THREE AND NINE MONTH PERIODS ENDED NOVEMBER 29, 2003
                              AND NOVEMBER 30, 2002
          In thousands of United States dollars, except per share data,
                       and except as otherwise indicated


     Under US GAAP, SFAS 133, Accounting for Derivative Instruments, as amended
     by SFAS 137,138 and 149 requires all derivative instruments to be
     recognized at fair value on the consolidated balance sheet, and outlines
     the criteria to be met in order to designate a derivative instrument as a
     hedge and the methods for evaluating hedge effectiveness. For instruments
     designated as fair value hedges, changes in fair value are recognized in
     current earnings, and will generally be offset by changes in the fair value
     of the associated hedged transaction. For instruments designated as cash
     flow hedges, the effective portion of changes in fair value are recorded in
     other comprehensive income, and subsequently reclassified to earnings in
     the period in which the cash flows from the associated hedged transaction
     affect earnings.

     Under Canadian GAAP, gains and losses related to derivatives that are
     eligible for hedge accounting are deferred and recognized in the same
     period as the corresponding hedged positions. The concept of comprehensive
     income is not recognized under Canadian GAAP.

(c)  EARNINGS (LOSS) PER SHARE

     The following table sets forth the computation of basic and diluted
     earnings (loss) per share under Canadian GAAP.


                                       19
<PAGE>

                           RESEARCH IN MOTION LIMITED

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                    U.S. GAAP
          FOR THE THREE AND NINE MONTH PERIODS ENDED NOVEMBER 29, 2003
                              AND NOVEMBER 30, 2002
          In thousands of United States dollars, except per share data,
                       and except as otherwise indicated

<TABLE>
<CAPTION>
                                                                        For the three months ended
                                                                      ------------------------------
                                                                      November 29,      November 30,
                                                                          2003              2002
                                                                      ------------------------------
<S>                                                                     <C>              <C>
     Numerator for basic and diluted earnings (loss) per share
     available to common stockholders                                   $16,329          $(92,324)
                                                                        =======          ========
     Denominator for basic earnings (loss) per share                     78,421            76,993
                                                                        =======          ========
     Denominator for diluted earnings (loss) per share -
     weighted-average shares and assumed conversions                     83,025            76,993
                                                                        =======          ========
     Earnings (loss) per share under Canadian GAAP
       Basic                                                            $  0.21          $  (1.20)
       Diluted                                                          $  0.20          $  (1.20)
</TABLE>


<TABLE>
<CAPTION>
                                                                        For the nine months ended
                                                                      ------------------------------
                                                                      November 29,      November 30,
                                                                          2003              2002
                                                                      ------------------------------
<S>                                                                     <C>              <C>
     Numerator for basic and diluted earnings (loss) per share
     available to common stockholders                                   $ 8,900          $(117,428)
                                                                        =======          =========
     Denominator for basic earnings (loss) per share                     77,788             77,812
                                                                        =======          =========
     Denominator for diluted earnings (loss) per share -
     weighted-average shares and assumed conversions                     81,377             77,812
                                                                        =======          =========
     Earnings (loss) per share under Canadian GAAP
       Basic                                                            $  0.11          $   (1.51)
       Diluted                                                          $  0.11          $   (1.51)
</TABLE>


(d)  ACCOUNTING FOR STOCK COMPENSATION

     CICA 3870 requires proforma disclosures of net income (loss) and earnings
     (loss) per share, as if the fair value method rather than the intrinsic
     value method of accounting for employee stock options had been applied for
     grants awarded from fiscal 2003 and onwards. Under US GAAP, the same
     disclosure is required, however, it is applicable for all grants from
     inception as disclosed in note 3 (c).

     The disclosures in the following table show the Company's net income (loss)
     and basic and diluted earnings (loss) per share on a proforma basis using
     the fair value method, as determined by using the Black-Scholes option
     pricing model, amortizing the indicated


                                       20
<PAGE>


                           RESEARCH IN MOTION LIMITED

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                    U.S. GAAP
          FOR THE THREE AND NINE MONTH PERIODS ENDED NOVEMBER 29, 2003
                              AND NOVEMBER 30, 2002
          In thousands of United States dollars, except per share data,
                       and except as otherwise indicated


     value over the life of the underlying option on a straight-line basis:

<TABLE>
<CAPTION>
                                                               For three months ended
                                                           ------------------------------
                                                           November 29,      November 30,
                                                               2003              2002
                                                           ------------------------------
<S>                                                          <C>              <C>
     Net income (loss) under Canadian GAAP                   $16,329          $(92,324)
     Estimated stock-based compensation costs                    973               388
                                                             -------          --------
     Proforma net income (loss) under Canadian GAAP          $15,356          $(92,712)
                                                             =======          ========
     Proforma net earnings (loss) per common share
       Basic                                                 $  0.20          $  (1.20)
       Diluted                                               $  0.18          $  (1.20)

     Weighted average number of shares (000's)
       Basic                                                  78,421            76,993
       Diluted                                                83,025            76,993
</TABLE>


<TABLE>
<CAPTION>
                                                                For nine months ended
                                                            -----------------------------
                                                            November 29,     November 30,
                                                                2003             2002
                                                            -----------------------------
<S>                                                          <C>              <C>
     Net income (loss) under Canadian GAAP                   $ 8,900          $(117,428)
     Estimated stock-based compensation costs                  2,677                973
                                                             -------          ---------
     Proforma net income (loss) under Canadian GAAP          $ 6,223          $(118,401)
                                                             =======          =========
     Proforma net earnings (loss) per common share
       Basic                                                 $  0.08          $   (1.52)
       Diluted                                               $  0.08          $   (1.52)

     Weighted average number of shares (000's)
       Basic                                                  77,788             77,812
       Diluted                                                81,377             77,812
</TABLE>



                                       21

<PAGE>


                                                                      DOCUMENT 2
<PAGE>

                           Research In Motion Limited
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
          For the Three Months and Nine Months Ended November 29, 2003


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following Management's Discussion and Analysis of Financial Condition and
Results of Operations ("MD&A") should be read together with Research In Motion
Limited's ("RIM" or the "Company") unaudited interim consolidated financial
statements (the "Consolidated Financial Statements") and the accompanying notes
in this Interim Report to Shareholders for the three months and nine months
ended November 29, 2003, which have been prepared in accordance with United
States generally accepted accounting principles ("U.S. GAAP") and reconciled to
Canadian generally accepted accounting principles ("Canadian GAAP"). The
reconciliation is set out in note 17 to the Consolidated Financial Statements.

The comparative information in this MD&A conforms with U.S. GAAP. For fiscal
years prior to 2004, the Company's consolidated financial statements and the
accompanying notes have been prepared separately both in accordance with U.S.
GAAP and reconciled to Canadian GAAP and also in accordance with Canadian GAAP
and reconciled to U.S. GAAP. As part of the preparation of the Consolidated
Financial Statements, certain additional disclosures were required to comply
with U. S. securities regulations. As part of the additional disclosures, the
Company reclassified costs associated with its BlackBerry network operations
centre and its technical and services support operations centre to Cost of
sales. Such costs were previously included in Selling, marketing and
administration expense. In addition, amortization expense related to
manufacturing operations and BlackBerry network operations has been reclassified
to Cost of sales. Such amortization was previously included in Amortization
expense. All comparative amounts have been reclassified to conform to this new
presentation. There were no adjustments to previously reported net income (loss)
as a result of any of these reclassifications.

All financial information herein is presented in United States dollars, except
for certain financial information contained in tables which is expressed in
thousands of United States dollars, and as otherwise indicated.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Management's Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995, including statements relating
to the Company's revenue and earnings expectations, average selling price of
wireless handhelds, changes in the nature and levels of the Company's subscriber
base, monthly average revenue per unit for wireless service, the Company's
dependence on a limited number of customers and complex contracts, and future
product developments and releases. The words "expect", "anticipate", "estimate",
"may", "will", "should", "intend," and "believe" are intended to identify these
forward-looking statements. Forward-looking statements are based on estimates
and assumptions made by RIM in light of its experience and its perception of



                                       1
<PAGE>


                           Research In Motion Limited
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
          For the Three Months and Nine Months Ended November 29, 2003


historical trends, current conditions and expected future developments, as well
as other factors that RIM believes are appropriate in the circumstances. Many
factors could cause RIM's actual results, performance or achievements to differ
materially from those expressed or implied by the forward-looking statements,
including, without limitation, failure of RIM's appeal of the judgment in the
NTP litigation; third party claims for infringement of intellectual property
rights by the Company; RIM's ability to obtain successfully patent or other
proprietary or statutory protection for its technologies and products; RIM's
ability to enhance current products and develop and introduce new products; the
efficient and uninterrupted operation of the networks of RIM's carrier partners;
RIM's ability to establish new, and to build on existing, relationships with its
network carrier partners; effective management of growth and ongoing development
of service and support operations; a breach of security measures, or an
inappropriate disclosure of confidential information; competition in the
industry; reduced spending by customers due to the uncertainty of current
economic conditions; dependence on a limited number of significant customers;
fluctuations in RIM's quarterly results; reliance on third-party network
infrastructure developers; foreign exchange risks; changes in interest rates
affecting RIM's investment portfolio and the creditworthiness of its investment
portfolio; the continued quality and reliability of its products; RIM's ability
to manage its production facilities efficiently; reliance on third-party
suppliers; risks associated with foreign operations; and tax liabilities
associated with RIM's worldwide operations; RIM's ability to attract and retain
key employees; continued use and expansion of the Internet; and regulation,
certification and health risks, which are discussed in greater detail in the
"Risk Factors" and "MD&A" sections of RIM's filings with the United States
Securities and Exchange Commission and securities regulators in Canada. These
factors should be considered carefully, and readers should not place undue
reliance on RIM's forward-looking statements. RIM has no intention and
undertakes no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

OVERVIEW

RIM is a leading designer, manufacturer and marketer of innovative wide-area
wireless solutions for the worldwide mobile communications market. Through the
development of integrated hardware, software and services that support multiple
wireless network standards, RIM provides platforms and solutions for seamless
access to time-sensitive information including email, phone, SMS (short message
service) messaging, organizer, Internet and intranet-based corporate data
applications. RIM also licenses its technology to industry leading handset and
software vendors to enable these companies to offer wireless data services using
the BlackBerry Enterprise Server ("BES"). RIM technology also enables a broad
array of third party developers and manufacturers to enhance their products and
services with wireless connectivity. RIM derives its primary revenues from the
BlackBerry wireless platform, the wireless handheld product lines, and
software/hardware licensing agreements.


                                       2
<PAGE>


                           Research In Motion Limited
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
          For the Three Months and Nine Months Ended November 29, 2003



RIM's primary revenue stream is generated by BlackBerry wireless solution, which
includes sales of wireless handhelds, software and service. The BlackBerry
wireless solution provides users with a wireless extension of their work and
personal email accounts, including Microsoft Outlook, Lotus Notes, MSN/Hotmail
and POP3/ISP email. In addition, BlackBerry wireless solution, through its
Mobile Data Service functionality, allows users to access data from their
enterprise and internet applications using the BlackBerry architecture. RIM
generates revenues from service billings to its BlackBerry subscriber base. The
Company's service revenue is generated in one of two forms: (i) a monthly
infrastructure access fee to a carrier/distributor when a carrier or other
distributor bills the BlackBerry subscriber directly; or (ii) a monthly service
fee charged by RIM directly to end-customers where RIM has purchased airtime
from certain carriers and resold it directly to BlackBerry subscribers. Revenue
from software is derived from BES software, Client Access Licences ("CALs")
which are charged for each subscriber using the BlackBerry service, and for
maintenance upgrades to software. Revenues are also generated from sales of
radio modems to original equipment manufacturers ("OEM radios"), non-recurring
engineering services ("NRE"), accessories and repair and maintenance programs.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

GENERAL

The preparation of RIM's consolidated financial statements requires management
to make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses and the disclosure of contingent assets and
liabilities. For example, management makes significant estimates in determining
the allowance for doubtful accounts and sales returns, provisions for excess and
obsolete inventory, useful lives of long-lived assets, valuation of goodwill,
realization of future tax assets, provision for warranty and provision for
litigation contingencies. These estimates are based upon management's historical
experience and various other assumptions that are believed by management to be
reasonable under the circumstances. Such assumptions and estimates are evaluated
on an ongoing basis and form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other
sources. Actual results could differ from these estimates.

The Company's Critical Accounting Policies have been reviewed and discussed with
the Audit Committee.


                                       3
<PAGE>

                           Research In Motion Limited
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
          For the Three Months and Nine Months Ended November 29, 2003


REVENUE RECOGNITION

The Company recognizes revenue when it is realized or realizable and earned. The
Company considers revenue realized or realizable and earned when it has
persuasive evidence of an arrangement, the product has been delivered or the
services have been provided to the customer, the sales price is fixed or
determinable and collectibility is reasonably assured. In addition to this
general policy, the following are the specific revenue recognition policies for
each major category of revenue.

HARDWARE

Revenue from the sale of handhelds and OEM radios is recognized when title is
transferred to the customer and all significant contractual obligations that
affect the customer's final acceptance have been fulfilled. Provisions are made
at the time of sale for warranties, royalties and estimated product returns. For
hardware products for which the software is deemed not to be incidental, the
Company recognizes revenue in accordance with the American Institute of
Certified Public Accountants Statement of Position 97-2, Software Revenue
Recognition ("SOP 97-2"). If the historical data the Company uses to estimate
product returns does not properly reflect future returns, these estimates could
be revised. Future returns which are higher than estimated would result in a
reduction of revenue.

SERVICE

Revenue is recognized rateably on a monthly basis when the service is provided.
In instances where the Company bills the customer prior to performing the
service, the prepayment is recorded as deferred revenue.

SOFTWARE AND OTHER

Revenue from licensed software is recognized at the inception of the licence
term and in accordance with SOP 97-2. Revenue from software maintenance,
unspecified upgrades and technical support contracts is recognized over the
period that such items are delivered or that services are provided. Technical
support contracts extending beyond the current period are recorded as deferred
revenue. Revenue for non-recurring engineering contracts is recognized as
specific contract milestones are met. The attainment of milestones approximates
actual performance.

ALLOWANCE FOR DOUBTFUL ACCOUNTS AND BAD DEBTS EXPENSE

The Company evaluates the collectibility of its trade receivables based upon a
combination of factors. RIM regularly reviews and updates its information with
respect to significant receivable balances. When it becomes aware of a specific
customer's inability to meet its financial obligations to the Company, such as
in the case of bankruptcy filings or material deterioration in the customer's
operating results or financial position, RIM records a specific bad debt
provision to reduce the customer's


                                       4
<PAGE>


                           Research In Motion Limited
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
          For the Three Months and Nine Months Ended November 29, 2003


related trade receivable to its estimated net realizable value. If circumstances
related to specific customers change, the Company's estimates of the
recoverability of trade receivables could be further adjusted.

INVENTORY

Raw materials are stated at the lower of cost and replacement cost. Work in
process and finished goods inventories are stated at the lower of cost and net
realizable value. Cost includes the cost of materials plus direct labour applied
to the product and the applicable share of manufacturing overhead. Cost is
determined on a first-in-first-out basis.

The Company's policy for the valuation of inventory, including the determination
of obsolete or excess inventory, requires management to estimate the future
demand for the Company's products within specific time horizons. Inventory
purchases and purchase commitments are based upon such forecasts of future
demand and scheduled rollout of new products. The business environment in which
RIM operates is subject to rapid changes in technology and customer demand. The
Company performs a detailed assessment of inventory each reporting period, which
includes a review of, among other factors, demand requirements, component part
purchase commitments, product life cycle and development plans, component cost
trends, product pricing and quality issues. If customer demand subsequently
differs from the Company's forecasts, requirements for inventory write-offs
could differ from the Company's estimates. If management believes that demand no
longer allows the Company to sell inventories above cost or at all, such
inventory is written down to net realizable value or excess inventory is written
off.

VALUATION OF LONG-LIVED ASSETS, INTANGIBLE ASSETS AND GOODWILL

In connection with the business acquisitions completed by the Company in fiscal
2002 and 2003, the Company identified and estimated the fair value of assets
acquired including certain identifiable intangible assets other than goodwill
and liabilities assumed in the acquisitions. Any excess of the purchase price
over the estimated fair value of the identified net assets was assigned to
goodwill. The determination of estimated lives for long-lived and intangible
assets involves significant judgment.

The Company assesses the impairment of identifiable intangibles, long-lived
assets and goodwill whenever events or changes in circumstances indicate that
the carrying value may not be recoverable. Unforeseen events and changes in
circumstances and market conditions and material differences in the value of
long-lived and intangible assets and goodwill due to changes in estimates of
future cash flows could affect the fair value of the Company's assets and
require an impairment charge.

Effective March 3, 2002, the Company adopted Statement of Financial Accounting
Standards ("SFAS") 144, Accounting for the Impairment or Disposal of Long-Lived
Assets. SFAS 144 established a single model for the impairment of long-lived
asset and broadens the presentation of discontinued operations to include a
component of an entity.


                                       5
<PAGE>


                           Research In Motion Limited
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
          For the Three Months and Nine Months Ended November 29, 2003


SFAS 144 is effective for years beginning after December 15, 2001. There was no
impact to deficit as a result of the adoption of SFAS 144.

Effective March 3, 2002, the Company adopted the accounting standards of SFAS
142 with regards to goodwill and intangible assets. Accordingly, goodwill is no
longer amortized to earnings, but periodically tested for impairment. The
Company performed the required impairment tests of goodwill as at March 1, 2003
and March 2, 2002 and concluded that the existing goodwill was not impaired.
There was no impact to prior year's earnings upon adoption of SFAS 142.

INCOME TAXES

The Company's deferred tax asset balance represents temporary differences
between the financial reporting and tax bases of assets and liabilities,
including research and development costs and incentives, financing costs,
capital assets, non-deductible reserves, operating loss carryforwards and
capital loss carryforwards, net of valuation allowances. The Company evaluates
its deferred tax assets based upon estimates of projected future taxable income
streams during periods in which temporary differences become deductible and tax
planning strategies. The Company records a valuation allowance to reduce
deferred income tax assets to the amount that is more likely than not to be
realized. In fiscal 2003, the Company determined that it was no longer able to
satisfy the "more likely than not" standard under U.S. and Canadian GAAP with
respect to the valuation of its deferred income tax asset balance and recorded a
full valuation allowance against the entire deferred tax asset balance. Should
RIM determine that it is able to realize its deferred tax assets in the future
in excess of its net recorded amount, net income would increase in the reporting
periods when such determinations are made.

LITIGATION

The Company is currently involved in patent litigation where it is seeking to
protect its patents (see note 13(b)) and where it is seeking to defend itself in
a patent infringement suit (the "NTP matter" - see note 10). RIM capitalizes
costs incurred for patent litigation where it is seeking to protect its patents.
In the event that the Company is not successful in such litigation, it reviews
its related intangible asset balance, including previously capitalized
litigation costs, for impairment. RIM has recorded liabilities for the estimated
probable costs for the resolution of the NTP matter, based upon court rulings to
date and the Company's current and estimated future costs with respect to
ongoing legal fees. These estimates have been developed in consultation with
legal counsel handling the defense of this matter. The actual resolution of the
NTP matter may differ materially from these estimates as at November 29, 2003 as
a result of future rulings issued by the appellate courts at the conclusion of
the appeals process, or by the United States Patent and Trademark Office ("PTO")
in connection with its reexaminations of the five patents-in-suit. Future
quarterly or annual financial reporting may be materially affected, either
adversely or favourably.


                                       6
<PAGE>


                           Research In Motion Limited
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
          For the Three Months and Nine Months Ended November 29, 2003



WARRANTY

The Company provides for the estimated costs of product warranties at the time
revenue is recognized. Handheld products are generally covered by a time-limited
warranty for varying future periods. The Company's warranty obligation is
affected by product failure rates, material usage and service delivery costs.
The Company's estimates of costs are based upon historical experience and
expectations of future conditions. To the extent that the Company experiences
increased warranty activity or increased costs associated with servicing those
obligations, revisions to the estimated warranty liability would be required.

COST METHOD FOR INVESTMENTS

All investments with maturities in excess of one year, which the Company intends
to hold to maturity, are classified as investments and are carried at cost. The
Company does not exercise significant influence with respect to any of these
investments. In the event that a decline in the fair value of an investment
occurs, management may be required to determine if the decline is other than
temporary. If the fair value is less than the carrying value and the decline in
value is considered to be other than temporary, an appropriate write-down would
be recorded.

Short-term investments are classified as available for sale under SFAS 115 and
are carried at market value. Changes in market values are accounted for through
accumulated other comprehensive income, until such investments mature or are
sold.


RESULTS OF OPERATIONS

THREE MONTHS ENDED NOVEMBER 29, 2003 COMPARED TO THE THREE MONTHS ENDED NOVEMBER
30, 2002

REVENUE

Revenue for the third quarter of fiscal 2004 was $153.9 million, an increase of
$79.7 million or 107.5% from $74.2 million in the third quarter last year.


                                       7
<PAGE>


                           Research In Motion Limited
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
          For the Three Months and Nine Months Ended November 29, 2003


A comparative revenue breakdown is set forth in the following table:

<TABLE>
<CAPTION>
                                                                               Change
                             Q3 2004                  Q3 2003                2004/2003
                       --------------------     -------------------     -------------------
<S>                    <C>           <C>        <C>          <C>        <C>          <C>
Hardware               $ 92,273       60.0%     $31,790       42.9%     $60,483      190.3%
Service                  44,574       29.0%      32,728       44.1%      11,846       36.2%
Software and other       17,044       11.0%       9,658       13.0%       7,386       76.5%
                       --------      -----      -------      -----      -------      -----
                       $153,891      100.0%     $74,176      100.0%     $79,715      107.5%
                       ========      =====      =======      =====      =======      =====
</TABLE>

Hardware includes handheld products, OEM radios and accessories. Hardware
product revenues increased by $60.5 million or 190.3% to $92.3 million or 60.0%
of consolidated revenues in the third quarter of 2004 compared to $31.8 million
or 42.9% of consolidated revenues for the comparable prior period, primarily as
a result of an increase in handheld revenues. This increase in handheld revenues
over the prior year is primarily attributable to an increase in sales of units
by 174,000 to approximately 237,000 from approximately 63,000 in the prior
period. The Company has launched a number of new products in the current fiscal
year with respect to the GPRS, iDEN and CDMA1X wireless platforms that were not
available in the prior period and which account for the volume growth. This
volume increase was partially offset by a reduction in the average selling price
("ASP") in the third quarter of fiscal 2004 to $366 per unit from $435 per unit
in the third quarter of fiscal 2003. The Company's ASP is influenced by the
impact of product mix in two primary ways: (i) percentage of new lower priced
6200 monochrome ("mono")/7200 colour product series versus the higher priced
6500/6700 product series; and (ii) percentage of mix between mono and colour.
The Company expects its ASP to decline in the fourth quarter of fiscal 2004 and
future quarters as a result of the continuing shift to the 6200/7200 series, new
product implementation plans and purchase volume commitment thresholds being
attained, which will generate some unit price reductions.

Service revenue increased $11.8 million or 36.2% to $44.6 million and comprised
29.0% of consolidated revenue in the third quarter of fiscal 2004, up from $32.7
million in the third quarter of fiscal 2003. BlackBerry subscribers increased by
approximately 154,000 or 21.7% to approximately 865,000 in the third quarter of
fiscal 2004 from 711,000 as at August 30, 2003. While the Company has
experienced some net migration of its direct (full email) BlackBerry subscriber
base to its carrier customers for whom RIM provides lower priced "relay"
services, such net migration has been small to date. As the majority of the
increase in the BlackBerry subscriber base represents subscribers for which RIM
receives a monthly relay fee from its carrier customers, the monthly average
revenue per unit ("ARPU") for service is expected to continue to decline.

Software and other revenues, which include NRE, technical support and other,
increased $7.3 million to $17.0 million in the third quarter of fiscal 2004 from
$9.7 million in the third quarter of fiscal 2003, in line with the growth in
sales of handhelds during fiscal 2004.


                                       8
<PAGE>


                           Research In Motion Limited
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
          For the Three Months and Nine Months Ended November 29, 2003


GROSS MARGIN

Gross margin increased to $72.4 million or 47.0% of revenue in the third quarter
of fiscal 2004, compared to $29.0 million or 39.1% of revenue in the same period
of the previous year. The net improvement in consolidated gross margin
percentage was primarily due to an increase in service and software revenues,
reductions in component part costs, improved manufacturing efficiencies and
component parts usage as a result of the higher volume of handhelds in fiscal
2004 over the comparable period in fiscal 2003, the impact of handheld product
mix, increase in the 6200/7200 product series versus the 6500/6700 product
series, and increase in colour versus mono handhelds. In addition, the Company's
service margin is increasing as the Company has realized cost efficiencies in
its network operations infrastructure as a result of the increase in BlackBerry
subscribers, for which the Company receives relay fees and resulting gross
margin from its carrier customers.

RESEARCH AND DEVELOPMENT

Net research and development expenditures decreased by $1.2 million to $15.7
million or 10.2% of revenue in the fiscal quarter ended November 29, 2003
compared to $16.8 million or 22.7% of revenue in the previous year's quarter.
Research and development expenditures consist primarily of salaries for
technical personnel, and the costs of related engineering materials, software
tools and related information technology infrastructure support.

The majority of the decrease in gross research and development costs is
attributable to a reduction of external professional services, employee
recruiting/relocation costs and engineering materials consumed.

In the prior year's comparable fiscal period, the Company recorded contributions
from its development agreement with Technology Partnerships Canada ("TPC") as a
reduction in gross research and development costs. The Company had recorded all
of the contributions due to RIM from TPC over the term of the agreement as at
March 1, 2003.

The Company qualifies for investment tax credits ("ITCs") on eligible
expenditures on account of scientific research and experimental development. The
Company has not recorded the benefit of ITCs in the first three quarters of
fiscal 2004 - see Income Taxes and note 11 to the Consolidated Financial
Statements.

SELLING, MARKETING AND ADMINISTRATION EXPENSES

Selling, marketing and administrative expenses decreased $3.8 million to $26.2
million for the third quarter of fiscal 2004 versus $30.0 million for the
comparable period in fiscal 2003. As a percentage of revenue, selling, marketing
and administrative expenses declined to 17.0% in the third quarter of fiscal
2004 versus 40.4% in the comparable quarter of the preceding year.


                                       9
<PAGE>


                           Research In Motion Limited
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
          For the Three Months and Nine Months Ended November 29, 2003


Fiscal 2004 expense decreases were primarily due to lower compensation
(generally as a result of the Company's cost restructuring undertaken in
November 2002 - see Restructuring Charge), marketing, advertising and promotion
expenses and a net increase in the foreign exchange gain, which reduces total
net costs. The decreases were offset in part by increases in IT support
expenses, infrastructure and maintenance expenses, building maintenance and
travel costs.

AMORTIZATION

Amortization expense on account of capital and intangible assets increased by
$1.6 million to $7.2 million for the three months ended November 29, 2003
compared to $5.6 million for the prior year's quarter. The expense in the third
quarter of fiscal 2004 reflects incremental amortization with respect to capital
and certain intangible asset expenditures for the fourth quarter of fiscal 2003
and the first three quarters of fiscal 2004.

Amortization expense with respect to the Company's manufacturing operations,
BlackBerry service operations and licenses (a component of Intangible assets) is
charged to Cost of sales in the Consolidated Statements of Operations and
Deficit and was $6.6 million in fiscal 2004 (2003 - $2.2 million).

RESTRUCTURING CHARGE

During the third quarter of 2003, as part of the implementation of a plan to
improve operating results, the Company recorded restructuring charges of $6.5
million that included the costs associated with the termination of employees,
related costs and the closure and exit of certain leased facilities.

LITIGATION

See also the discussion of the NTP, Inc. ("NTP") patent litigation matter in
Litigation for the nine months ended November 29, 2003 compared to the nine
months ended November 29, 2002 and in note 10 - Litigation Award.

On November 4, 2003, the United States Court of Appeals for the Federal Circuit
("Appellate Court") denied the Company's request for a stay of the appeal
proceedings until the PTO completed its re-examination of the five patents in
suit in the NTP litigation.

On November 26, 2003, the Company filed its opening appeal brief with the
Appellate Court. On January 2, 2004, NTP filed its appeal brief with the
Appellate Court.

During the third quarter of fiscal 2004, the Company recorded an expense of $9.2
million to provide for additional estimated enhanced compensatory damages and
estimated post


                                       10
<PAGE>


                           Research In Motion Limited
           Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
          For the Three Months and Nine Months Ended November 29, 2003


judgment interest for the three months ended November 29, 2003. The $9.0 million
attributable to enhanced compensatory damages was classified as Restricted cash
on the Consolidated Balance Sheets as at November 29, 2003. The Company funded
the $9.0 million into an escrow account subsequent to the end of the third
quarter of fiscal 2004. The Company funded its enhanced compensatory damages
amount of $7.6 million pertaining to the second quarter of fiscal 2004 into the
cash escrow bank account on June 29, 2004.

During the third quarter of fiscal 2003, the Company recorded an expense of
$27.8 million to provide for the jury verdict and ongoing legal and professional
fees with respect to the NTP matter.

INVESTMENT INCOME

Investment income decreased to $2.3 million in the third quarter of fiscal year
2004 from $2.9 million in the comparable period of fiscal 2003. The decrease
primarily reflects a reduction in the average interest rate yield on the
investment portfolio during the third quarter of fiscal 2004 versus the
comparable period in fiscal 2003.

INCOME TAXES

The Company recorded no income tax expense in the third quarter of fiscal 2004
as the Company's income tax expense with respect to net income earned was offset
by the utilization of previously unrecognized deferred tax assets.

During the third quarter of fiscal 2003, the Company determined that it was no
longer able to satisfy the "more likely than not" standard under U.S. and
Canadian GAAP with respect to the valuation of its deferred income tax asset
balance. Consequently, the Company recorded an increase in its valuation
allowance at the time, resulting in a net provision for income tax of $37.9
million. The Company has also recorded an increase in its valuation allowance in
the third quarter of fiscal 2004. These net deferred tax assets have a
substantially unlimited life and remain available for use against taxes on
future profits. The Company will continue to evaluate and examine the valuation
allowance on a regular basis and as uncertainties are resolved, the valuation
allowance may be adjusted accordingly.

The Company has not provided for Canadian income taxes or foreign withholding
taxes that would apply on the distribution of the earnings of its non-Canadian
subsidiaries, as these earnings are intended to be reinvested indefinitely by
these subsidiaries.



                                       11

<PAGE>

                           Research In Motion Limited
           Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
          For the Three Months and Nine Months Ended November 29, 2003


NET INCOME (LOSS)

Net income was $16.3 million, or $0.21 per share basic and $0.20 per share
diluted, in the third quarter of fiscal 2004 versus a net loss of $92.8 million,
or $1.21 per share basic and diluted, in the prior year's comparable period. The
increase in net income during the third quarter of fiscal 2004 compared to the
third quarter of fiscal 2003 is primarily attributable to the aforementioned
increase in gross margin, reduction in the NTP litigation charge, fiscal 2003
restructuring charge and the fiscal 2003 income tax provision.

NINE MONTHS ENDED NOVEMBER 29, 2003 COMPARED TO THE NINE MONTHS ENDED
NOVEMBER 30, 2002

REVENUE

Revenue for the first nine months of fiscal 2004 was $384.0 million, an increase
of $164.8 million or 75.2% from $219.2 million in the first nine months of
fiscal 2003.

A comparative revenue breakdown is set forth in the following table:

<TABLE>
<CAPTION>
                                        Year to Date
                        ----------------------------------------          Change
                              Q3 2004                Q3 2003             2004/2003
                        ------------------    ------------------    ------------------
<S>                     <C>         <C>       <C>         <C>        <C>        <C>
Hardware                $221,568     57.7%    $ 95,177     43.4%     $126,391   132.8%
Service                  123,756     32.2%      93,386     42.6%       30,370    32.5%
Software and other        38,707     10.1%      30,667     14.0%        8,040    26.2%
                        --------    ------    --------    ------     --------   ------
                        $384,031    100.0%    $219,230    100.0%     $164,801    75.2%
                        ========    ======    ========    ======     ========   ======
</TABLE>

Hardware product revenues increased by $126.4 million or 132.8% to $221.6
million or 57.7% of consolidated revenues in the first nine months of fiscal
2004 compared to $95.2 million or 43.4% of consolidated revenue for the
comparable period in the prior year, primarily as a result of an increase in
handheld revenues. This increase in handheld revenues over the prior year is
primarily attributable to an increase in sales of units by 353,000 to
approximately 541,000 from approximately 188,000 in the prior period. The
Company had a significant number of new products in the current fiscal year with
respect to the GPRS, iDEN and CDMA1X wireless platforms that were not available
in the prior year's period, which contributed to the increase in revenues. The
fiscal 2004 volume increase was partially offset by a reduction in the ASP in
the current nine month period compared to the first nine months of fiscal 2003.

Service revenue increased $30.4 million or 32.5% to $123.8 million and comprised
32.2% of consolidated revenues in the first three quarters of fiscal 2004 from
$93.4 million in the first nine months of fiscal 2003. BlackBerry subscribers
increased by approximately 331,000 or 62.0% to approximately 865,000 in the
current period from approximately 534,000 as at March 1, 2003.



                                       12
<PAGE>

                           Research In Motion Limited
           Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
          For the Three Months and Nine Months Ended November 29, 2003


Software and other revenues increased $8.0 million or 26.2% to $38.7 million in
the first nine months of fiscal 2004 from $30.7 million in the first three
quarters of fiscal 2003, in line with the growth in sales of handhelds during
fiscal 2004.

GROSS MARGIN

Gross margin increased $84.2 million or 100.8% to $167.8 million or 43.7% of
revenue in the first nine months of fiscal 2004, compared to $83.5 million or
38.1% of revenue in the comparable period of the previous year. The net
improvement in consolidated gross margin percentage was primarily due to an
increase in service and software revenues, which have higher gross margins than
handhelds, reductions in component part costs, improved manufacturing
efficiencies and component parts usage as a result of the higher volume of
handhelds in fiscal 2004 over the comparable period in fiscal 2003, the impact
of handheld product mix, increase in the 6200/7200 product series versus the
6500/6700 product series and increases in colour versus mono handhelds. In
addition, the Company experienced improved service margins as the Company has
realized cost efficiencies in its network operations infrastructure, as a result
of the increase in BlackBerry subscriber volumes, for which the Company receives
relay fees and resulting gross margin from its carrier customers.

RESEARCH AND DEVELOPMENT

For the first three fiscal quarters ended November 29, 2003, gross research and
development expenditures decreased by $5.8 million or 11.5% to $44.8 million or
11.7% of revenue compared to $50.6 million or 23.1% of revenue in the prior
fiscal year's comparable period.

The majority of the decrease in gross research and development costs was
attributable to a reduction of external professional services, employee
recruiting/relocation costs, travel and engineering materials consumed as
certain projects were completed.

Net research and development expense for the first nine months of fiscal 2003,
after accounting for government funding of $7.2 million, was $43.4 million or
19.8% of revenue. In the prior year's comparable fiscal period, the Company
recorded $6.7 million of contributions from its development agreement with TPC
as a reduction in gross research and development costs.



                                       13
<PAGE>

                           Research In Motion Limited
           Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
          For the Three Months and Nine Months Ended November 29, 2003

SELLING, MARKETING AND ADMINISTRATION EXPENSES

For the first nine months of fiscal 2004, selling, marketing and administrative
expenses decreased by $3.8 million to $76.2 million or 19.8% of revenue compared
to $80.0 million, as reclassified, or 36.5% of revenue in the comparable period
of the prior year.

Fiscal 2004 expense increases were primarily related to marketing, advertising
and promotion, IT support, infrastructure and maintenance expenses. The
increases were more than offset by decreases in compensation and bad debts and
an increase of $0.6 million in the net foreign exchange gain in the first nine
months of fiscal 2004 over the nine months ended November 30, 2002 - see note 4
to the Consolidated Financial Statements.

AMORTIZATION

For the first nine months of fiscal 2004, amortization expense increased by $5.3
million to $21.2 million compared to $15.9 million in the prior year's
comparable period. The current period's expense reflects incremental
amortization with respect to capital and certain intangible asset expenditures
for the final three months of fiscal 2003 and the first nine months of fiscal
2004.

Amortization expense with respect to the Company's manufacturing operations,
BlackBerry service operations and licenses (a component of Intangible assets) is
charged to Cost of sales in the Consolidated Statements of Operations and
Deficit and was $18.3 million in fiscal 2004 (2003 - $6.3 million).

LITIGATION

See also the discussion of the NTP patent litigation matter in Note 10 -
Litigation Award.

During the first quarter of fiscal 2004, the Company recorded an expense of $7.5
million to provide for additional estimated enhanced compensatory damages and
estimated prejudgment interest for the period from March 2, 2003 to May 31, 2003
with respect to the NTP matter. The $6.9 million attributable to enhanced
compensatory damages was classified as Restricted cash on the Consolidated
Balance Sheets as at May 31, 2003 and the Company funded the $6.9 million into a
cash escrow bank account subsequent to the end of the first quarter of fiscal
2003, as required by the United States District Court for the Eastern District
of Virginia (the "Court").

On August 5, 2003, the Court ruled on NTP's request for an injunction with
respect to RIM continuing to sell the BlackBerry solution (handhelds, software
and service) in the United States as well as entered judgment with respect to
several previously announced monetary awards issued in favour of NTP.



                                       14
<PAGE>


                           Research In Motion Limited
           Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
          For the Three Months and Nine Months Ended November 29, 2003

The Court granted NTP the injunction requested and then immediately granted
RIM's request to stay the injunction pending the completion of RIM's appeal to
the Appellate Court.

In its Final Order dated August 5, 2003 (the "Final Order"), the Court awarded
monetary damages of $53.7 million as of May 31, 2003, comprised of the
following:

<TABLE>
<S>                                           <C>
o Enhanced compensatory damages               $47.5 million
o Plaintiff attorney fees                     $ 4.2 million
o Prejudgement interest                       $ 2.0 million
                                              -------------
o Total                                       $53.7 million
</TABLE>

The Company had previously recorded provisions for all of the above components
of the Final Order in fiscal 2003 and the first quarter of fiscal 2004.

During the second quarter of fiscal 2004, the Company recorded an expense of
$5.7 million to provide for enhanced compensatory damages for the period from
June 1, 2003 to August 30, 2003, to provide for postjudgment interest for the
period from August 6, 2003 to August 30, 2003 and other net adjustments. The
patent litigation provision was lower than the prior quarter, resulting from
adjustments to previous estimates for professional fees, other costs and
interest.

Postjudgment interest at a rate of 1.22% per annum will accrue on the Final
Order amount of $53.7 million, plus future quarterly enhanced compensatory
damage amounts subsequent to the first quarter of fiscal 2004.

The Company's cumulative provision for the nine months ended November 29, 2003
with respect to the NTP patent litigation matter was $22.3 million, including
$23.5 million for enhanced compensatory damages and postjudgment interest and a
net reduction of certain other expenses. The Company's cumulative provision for
the nine months ended November 30, 2002 was $32.7 million

The Company expects to incur a charge of between $11.0 million and $13.0 million
during the fourth quarter of fiscal 2004 with respect to the NTP litigation
matter.

The Company will continue to contest this matter. As at the end of the
Company's current fiscal quarter, the likelihood of any further loss and the
ultimate amount of loss, if any, were not reasonably determinable. Consequently,
no additional amounts other than those noted above for fiscal 2004 to date and
previously recorded in fiscal 2003 have been provided for as NTP litigation
expenses as at November 29, 2003.

Earlier in the year, RIM received a letter wherein Inpro II Licensing. S.a r.l.
("Inpro") suggested that RIM may require a license of the 2 patents held by
Inpro. On October 31, 2003, RIM filed a declaratory judgment action against
Inpro in the U.S. District Court for the Northern District of Texas, Dallas
Division. RIM's declaratory judgment filed against Inpro seeks a ruling that two
Inpro patents are invalid and/or not infringed by RIM. On or about November 18,
2003, Inpro filed an action in the U.S. District Court for the District of
Delaware asserting a single patent. Its assertion is against RIM and one of its
customers. Inpro is seeking a preliminary and permanent injunction and an
unspecified amount of damages. At this time, the likelihood of damages or
recoveries and the ultimate amounts, if any, with respect to all of the Inpro
actions is not determinable. Accordingly, no amount has been recorded in these
financial statements as at November 29, 2003.


                                       15
<PAGE>

                           Research In Motion Limited
           Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
          For the Three Months and Nine Months Ended November 29, 2003

INVESTMENT INCOME

Investment income decreased $1.9 million to $7.0 million in the first nine
months of fiscal year 2004 from $8.9 million in the first three quarters of
fiscal 2003. The decrease reflects both a decline in average interest rate yield
during the first nine months of fiscal 2004 compared to fiscal 2003 and a
reduction in the average balances of cash, cash equivalents, short-term
investments and investments during the current nine month period (opening
balance of $530.7 million) compared with the comparable period of the preceding
fiscal year (opening balance of $644.6 million).

INCOME TAXES

The Company recorded no income tax recovery or expense in the first nine months
of fiscal 2004. During the third quarter of fiscal 2003, the Company determined
that it was no longer able to satisfy the "more likely than not" standard under
U.S. and Canadian GAAP with respect to the valuation of its deferred income tax
asset balance. Consequently, the Company recorded an increase in its valuation
allowance at that time, resulting in a net deferred tax provision of $28.2
million. The Company also recorded an increase in its valuation allowance in the
fourth quarter of fiscal 2003 and the first three quarters of fiscal 2004. These
net deferred tax assets have a substantially unlimited life and remain available
for use against taxes on future profits. The Company will continue to evaluate
and examine the valuation allowance on a regular basis and as uncertainties are
resolved, the valuation allowance may be adjusted accordingly.

The Company has not provided for Canadian income taxes or foreign withholding
taxes that would apply on the distribution of the earnings of its non-Canadian
subsidiaries, as these earnings are intended to be reinvested indefinitely by
these subsidiaries.

NET INCOME (LOSS)

Net income was $10.3 million, or $0.13 per share basic and diluted, in the first
nine months of fiscal 2004 versus a net loss of $117.8 million, or $1.51 per
share basic and diluted, in the prior year's comparable period. The increase in
net income during the third quarter of fiscal 2004 compared to the third quarter
of fiscal 2003 is primarily attributable to the aforementioned increase in gross
margin, reduction in the NTP litigation charge, fiscal 2003 restructuring charge
and the fiscal 2003 income tax provision.



                                       16
<PAGE>

                           Research In Motion Limited
           Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
          For the Three Months and Nine Months Ended November 29, 2003

LIQUIDITY AND CAPITAL RESOURCES

THREE MONTHS ENDED NOVEMBER 29, 2003 COMPARED TO THE THREE MONTHS ENDED
NOVEMBER 30, 2002

Cash flow used in operating activities was $2.7 million in the third quarter of
fiscal 2004. Net income plus amortization was $30.2 million, compared to a net
loss less amortization of $85.0 million during the same quarter of the prior
year. The majority of the cash applied to working capital for the current year's
quarter resulted from increases in trade receivables of $23.8 million,
consistent with RIM's quarterly revenue increase, and inventory of $5.7 million.
The majority of the cash provided by changes in non-cash working capital for the
prior year's quarter resulted from increases in accounts payable and accrued
liabilities and the NTP litigation accrual.

Cash flow generated from financing activities was $13.9 million for the third
quarter of fiscal 2004, including the issuance of share capital amounting to
$14.0 million. For the third quarter of the prior fiscal year, cash flow
generated from financing activities was $0.2 million.

Cash flow generated from investing activities, before the acquisition of
short-term investments of $24.0 million, was $3.2 million for the third quarter
of fiscal 2004, including proceeds on the sale of an investment of $10.8 million
that were partially offset by capital and intangible asset expenditures of $6.1
million and $2.0 million, respectively. For the third quarter of the prior
fiscal year, cash flow used in investing activities, before accounting for the
net change in short-term investments, equalled $112.7 million and included
capital and intangible asset expenditures of $7.4 million and $4.4 million,
respectively, $2.1 million with respect to corporate acquisitions and $98.9
million for the acquisition of investments. There were also proceeds on the sale
of short-term investments of $72.3 million.

Cash and cash equivalents, short-term investments and investments increased by
$3.5 million to $531.6 million as at November 29, 2003 from $528.1 million as at
August 30, 2003.

NINE MONTHS ENDED NOVEMBER 29, 2003 COMPARED TO THE NINE MONTHS ENDED
NOVEMBER 30, 2002

For the first nine months of fiscal 2004, cash flow generated from operating
activities was $23.6 million, compared to $6.5 million used in the prior year's
comparable nine month period. Net income plus amortization was $49.8 million for
the current period. The majority of cash applied to cash working capital of
$26.0 million for the current year to date resulted from increases in trade
receivables of $33.3 million, other receivables of $3.5 million and inventory of
$3.0 million. This decrease was partially offset by an increase in accounts
payable and accrued liabilities of $16.0 million.



                                       17
<PAGE>

                           Research In Motion Limited
           Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
          For the Three Months and Nine Months Ended November 29, 2003

During the current year's nine month period, cash flow generated from financing
activities was $19.2 million including $19.5 million of proceeds upon the
issuance of share capital. This compared to $24.3 million used in the prior
year's comparable period, which was primarily for the buyback of common shares
pursuant to the Company's Common Share Purchase Program.

For the current fiscal year to date, cash flow used for investing activities,
before the acquisition of short-term investments of $24.0 million, equalled $0.5
million which included acquisitions of capital assets and intangible assets of
$12.8 million and $29.7 million, respectively, partially offset by proceeds
realized on the sale of investments held to maturity of $42.5 million. For the
prior fiscal year to date, cash flow used from investing activities, before the
acquisition of short-term investments of $41.9 million, equalled $1.0 million,
which included acquisitions of capital assets and intangible assets of $36.4
million and $24.4 million, respectively, and acquisitions of subsidiaries of
$22.0 million. In addition, there were proceeds from the sale of investments of
$346.0 million, which were used to fund the acquisition of investments of $180.4
million.

Cash and cash equivalents, short-term investments and investments increased by
$0.9 million to $531.6 million as at November 29, 2003 from $530.7 million as at
March 1, 2003.

A comparative summary of cash and cash equivalents, short-term investments and
investments is set out below.

<TABLE>
<CAPTION>
                                                   As At
                                ----------------------------------------      Change
                                NOVEMBER 29,     August 30,     March 1,      Fiscal
                                    2003            2003          2003       2004/2003
                                ------------     ----------     --------     ---------
<S>                               <C>             <C>           <C>          <C>
Cash and cash equivalents         $360,076        $369,746      $340,681     $ 19,395
Short-term investments              24,018              --            --       24,018
Investments                        147,528         158,342       190,030      (42,502)
                                  --------        --------      --------     --------
Cash, cash equivalents,
short-term investments and
investments                       $531,622        $528,088      $530,711     $    911
                                  ========        ========      ========     ========
</TABLE>

The majority of the Company's cash and cash equivalents, short-term investments
and investments are denominated in U.S. dollars as at November 29, 2003.

NTP LITIGATION FUNDING

See also Litigation and notes 10 and 13(a) to the Consolidated Financial
Statements.



                                       18
<PAGE>

                           Research In Motion Limited
           Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
          For the Three Months and Nine Months Ended November 29, 2003

Commencing in the first quarter of fiscal 2004 and on a quarterly basis
thereafter, the Company is required to deposit the current period's enhanced
compensatory damages amount (the "quarterly deposit") into a bank escrow
account, subsequent to the end of each fiscal quarter. The quarterly deposit is
currently calculated as 8.55% of infringing revenues, plus postjudgment
interest, and these quarterly deposits will be set aside in escrow until the
appeals process is complete. The quarterly deposit obligations for the first
three quarters of fiscal 2004 are reflected as Restricted cash on the
Consolidated Balance Sheet as at November 29, 2003.

The Company has obtained a $70 million Letter of Credit Facility (the
"Facility") with a Canadian financial institution and has now utilized a $48
million portion of the Facility in order to satisfy the Company's liability and
funding obligation in the NTP matter, as described in note 10 to the unaudited
interim consolidated financial statements. During the third quarter of fiscal
2004 and pending the completion of the appeals process, the Company posted, with
the approval of the Court, a Standby Letter of Credit ("LC") in the amount of
$48 million to guarantee the monetary damages of the Court's final order. The LC
amount of $48 million excludes the fiscal 2004 quarterly deposit obligations
into the escrow bank account, which are shown as Restricted cash on the
Company's Consolidated Balance Sheets. The Company has pledged specific
investments as security for the Facility.

AGGREGATE CONTRACTUAL OBLIGATIONS

As at November 29, 2003 the Company's contractual obligations, including
payments due by period, are as follows:

<TABLE>
<CAPTION>
                                           TOTAL      YEAR 1     YEAR 2     YEAR 3    YEAR 4    YEAR 5
                                         --------    --------    -------    ------    ------    ------
<S>                                      <C>         <C>         <C>        <C>       <C>       <C>
Current maturities of long-term debt     $  6,629    $  6,629    $    --    $   --    $   --    $   --
Long-term debt                              1,129         195        209       224       242       259
Operating lease payments                    7,738       2,089      1,768     1,547     1,363       971
Purchase obligations                      102,978      93,304      9,674        --        --        --
                                         --------    --------    -------    ------    ------    ------
Total contractual obligations            $118,474    $102,217    $11,651    $1,771    $1,605    $1,230
                                         ========    ========    =======    ======    ======    ======
</TABLE>


MARKET RISK OF FINANCIAL INSTRUMENTS

The Company is engaged in operating and financing activities that generate risk
in three primary areas:



                                       19
<PAGE>

                           Research In Motion Limited
           Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
          For the Three Months and Nine Months Ended November 29, 2003

FOREIGN EXCHANGE

The majority of the Company's revenues are transacted in U.S. dollars, Canadian
dollars, British pounds and Euros. Purchases of raw materials are primarily
transacted in U.S. dollars. Certain other expenses, consisting of salaries,
operating costs and manufacturing overhead, are incurred primarily in Canadian
dollars. The Company is exposed to foreign exchange risk as a result of
transactions in currencies other than its functional currency of the U.S.
dollar. These foreign currencies include the Canadian dollar, British pound,
Euro, Australian dollar, Hong Kong dollar and Japanese yen. To mitigate the
risks relating to foreign exchange fluctuations, the Company maintains net
monetary asset and/or liability balances in foreign currencies and engages in
foreign currency hedging activities through the utilization of derivative
financial instruments. The Company does not purchase or hold any derivative
instruments for speculative purposes.

To hedge exposures relating to anticipated foreign currency transactions, the
Company has entered into forward foreign exchange contracts to sell U.S. dollars
and purchase Canadian dollars with an aggregate notional value of $198.2 million
as at November 29, 2003 (March 1, 2003 - $58.1 million). These contracts carry a
weighted average rate of US $1.00 equals Canadian $1.4000, and mature at various
dates, with the latest being November 14, 2006. These contracts have been
designated as cash flow hedges, with gains and losses on the hedge instruments
being recognized in the same period as, and as part of, the hedged transaction.
As at November 29, 2003, the unrealized gain on these forward contracts was
approximately $12.3 million (March 1, 2003 - unrealized gain of $3.4 million).
This amount has been recorded in accumulated other comprehensive income and the
fair value of the hedge instruments is included in Other current assets.

To hedge exposure relating to foreign currency denominated long-term debt, the
Company has entered into forward foreign exchange contracts to sell U.S. dollars
and purchase Canadian dollars with an aggregate notional value of $10.0 million
(March 1, 2003 - $10.0 million). These contracts carry a weighted average
exchange rate of U.S. $1.00 equals Canadian $1.5706, and matured on December 1,
2003. These contracts have been designated as fair value hedges, with gains and
losses on the hedge instruments being recognized in earnings each period,
offsetting the change in the U.S. dollar value of the hedged liability. As at
November 29, 2003, the unrealized gain on these forward contracts was
approximately $2.1 million (March 1, 2003 - unrealized gain of $0.4 million).
This amount has been recorded in accumulated other comprehensive income and the
fair value of the hedge instruments is included in Other current assets.

INTEREST RATE

Cash, cash equivalents and short-term investments are invested in certain
instruments of varying short-term maturities. Consequently, the Company is
exposed to interest rate risk as a result of holding investments of varying
maturities up to one year. The fair value of marketable securities, as well as
the investment income derived from the investment portfolio, will fluctuate with
changes in prevailing interest rates. The Company does not currently use
interest rate derivative financial instruments in its investment portfolio.



                                       20
<PAGE>

                           Research In Motion Limited
           Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
          For the Three Months and Nine Months Ended November 29, 2003

CREDIT AND CUSTOMER CONCENTRATION

RIM has historically been dependent on a small but increasing number of
significant customers and on large complex contracts with respect to sales of
the majority of its products. The Company expects this trend to continue as it
sells an increasing number of its products and service relay access through
network carriers and resellers rather than directly. The Company is undergoing
significant sales growth in North America and internationally, resulting in the
growth in its carrier customer base in terms of numbers, sales and trade
receivables volumes and in some instances new or significantly increased credit
limits. The Company, in the normal course of business, monitors the financial
condition of its customers and reviews the credit history of each new customer.
The Company establishes an allowance for doubtful accounts that corresponds to
the specific credit risk of its customers, historical trends and economic
circumstances. The Company also places insurance coverage for a portion of its
foreign trade receivables with Export Development Corporation.

While the Company sells to a variety of customers, two customers comprised 25%
and 11%, respectively, of trade receivables as at November 29, 2003 (March 1,
2003 - three customers comprised 17%, 16%, and 14%). Additionally, two customers
comprised 12% and 11% of the Company's revenue for the nine months ended
November 29, 2003 (March 1, 2003 - one customer comprised 12%).


                                       21
<PAGE>


                                   SIGNATURES


     Pursuant to the requirement 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.



                                                RESEARCH IN MOTION LIMITED
                                             --------------------------------
                                                       (Registrant)

Date:   January 7, 2004                      By: /s/ Angelo Loberto
        ---------------------                    -----------------------------
                                                        (Signature)
                                                 Angelo Loberto
                                                 Vice President, Finance






</TEXT>
</DOCUMENT>
</SUBMISSION>
