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<CIK>0001070235
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<FISCAL-YEAR-END>0228
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<FILM-NUMBER>05935452
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<STREET2>WATERLOO
<CITY>ONTARIO CANADA
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<PHONE>5198887465
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<TEXT>


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


                                   FORM 6-K



                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


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


For the month of                          June                       2005
                             -------------------------------      -----------
Commission File Number                   0-29898
                             -------------------------------


                          Research In Motion Limited
------------------------------------------------------------------------------
                              (Registrant's Name)

             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 by furnishing the information
contained in this Form, the registrant 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>


DOCUMENTS INCLUDED AS PART OF THIS REPORT


     Document
     --------
         1           News Release, dated June 29, 2005 ("RESEARCH IN MOTION
                     REPORTS FIRST QUARTER RESULTS").
         2.          Research In Motion Limited  - Consolidated Financial
                     Statements prepared in accordance with U.S. GAAP for the
                     three month periods ended May 28, 2005 and May 29, 2004
                     and the notes thereto.
         3.          Research In Motion Limited - Management's Discussion and
                     Analysis of Financial Condition and Results of Operations
                     for the three month periods ended May 28, 2005 and May
                     29, 2004 and the notes thereto.

<PAGE>

                                                                     DOCUMENT 1
<PAGE>

      RIM
[GRAPHIC OMITTED]                                                  NEWS RELEASE

                                                                  June 29, 2005
FOR IMMEDIATE RELEASE

RESEARCH IN MOTION REPORTS FIRST QUARTER RESULTS

Waterloo, Ontario - Research In Motion Limited (RIM) (Nasdaq: RIMM; TSX: RIM),
a world leader in the mobile communications market, today reported first
quarter results for the three months ended May 28, 2005 (all figures in U.S.
dollars and U.S. GAAP).

Revenue for the first quarter of fiscal 2006 was $453.9 million, up 12% from
$404.8 million in the previous quarter and up 68% from $269.6 million in the
same quarter of last year. The revenue breakdown for the quarter was
approximately 69% for handhelds, 17% for service, 11% for software and 3% for
other revenue.

The total number of BlackBerry(R) subscribers in the quarter increased by
approximately 592,000 to approximately 3.11 million total subscribers. This
represents a 24% increase over the approximately 2.51 million subscribers at
the end of the last quarter.

"RIM is reporting another record quarter and we are pleased with the momentum
in the business," said Jim Balsillie, Chairman and Co-CEO at RIM. "BlackBerry
demand continued to grow in the first quarter as RIM and its partners
continued to execute plans effectively in both enterprise and retail
channels."

As previously disclosed, due to an impasse in the process of finalizing a
definitive licensing and settlement agreement with NTP, Inc., RIM has taken
court action to enforce the binding Term Sheet agreed upon and jointly
announced by RIM and NTP on March 16, 2005. In order to enforce the Term
Sheet, RIM has filed a motion to stay the pending appeal in the United States
Court of Appeals for the Federal Circuit (CAFC) and to remand the case to the
United States District Court for the Eastern District of Virginia (District
Court) to enforce the settlement terms. As a result of this development, RIM
has estimated that it will incur additional legal fees and has accrued an
incremental litigation expense of $6.5 million in the quarter.

As the result of a recent Canadian tax ruling relating to investment tax
credits, RIM has recognized a tax recovery of $27.0 million in the quarter.
This recovery relates to prior periods.

GAAP net income for the quarter was $132.5 million, or $0.67 per share
diluted, as compared with a loss of $2.6 million, or $0.01 per share basic and
diluted, in the prior quarter. Excluding the net litigation charges of $4.5
million ($6.5 million less an estimated tax provision of 30% or $1.9 million)
and excluding the tax recovery of $27.0 million, adjusted net income for the
quarter was $110.1 million, or $0.56 per share diluted. The adjusted net
income and earnings per share do not have any standardized meaning prescribed
by GAAP and therefore are unlikely to be comparable to similar measures
presented by other issuers. These adjusted measures should be considered in
the context of RIM's GAAP results.

<PAGE>

Reconciliation of GAAP net income as reported to adjusted net income
(United States dollars, in thousands except per share data)

                                                                For the three
                                                                 months ended
                                                                 May 28, 2005
------------------------------------------------------------------------------

GAAP net income, as reported                                     $    132,520

Adjustments:

  Litigation Expense
       Pre-tax litigation provision            $      6,475
       Tax provision, estimated at 30%                1,942             4,533
                                               -------------

  Tax recovery                                                        (26,952)
                                                                 -------------
Adjusted net income                                              $    110,101
                                                                 =============

Adjusted net income per share, diluted                           $       0.56
                                                                 =============

  Note: the adjusted net income and adjusted net income per share do not have
  any standardized meaning prescribed by GAAP and thus are not comparable to
  similar measures presented by other issuers. Investors are encouraged to
  consider this adjusted measure in the context of RIM's GAAP results.


RIM is providing revenue and earnings guidance for the second and third
quarters of fiscal 2006. RIM is increasing guidance for the second quarter and
now expects that revenue in the second quarter of fiscal 2006 will be in the
range of $465-490 million. Subscriber additions in the second quarter are
expected to be in the range of 620,000-650,000. Revenue for the third quarter
of fiscal 2006 is currently expected to be in the range of $525-550 million.
RIM is expecting GAAP earnings per share for the second quarter in the range
of 57-63 cents per share diluted. For the third quarter, RIM is expecting
earnings per share to be between 62-68 cents per share diluted.

The total of cash, cash equivalents, short-term and long-term investments was
$1.8 billion as at May 28, 2005, compared to $1.7 billion at the end of the
previous quarter, an increase of $103 million over the prior quarter. The $450
million resolution amount is currently included in the litigation provision
liability on RIM's balance sheet. RIM's cash position net of the resolution
amount is approximately $1.47 billion as $135 million of the $450 million
liability is already in escrow (recorded as restricted cash), and is not
included in RIM's cash balance.

<PAGE>


HIGHLIGHTS OF THE FIRST QUARTER:

o  BlackBerry surpassed the three million wireless subscribers milestone.
o  RIM previewed its next generation of BlackBerry MDS(TM) technology.
o  RIM hosted the fourth annual Wireless Enterprise Symposium in Orlando,
   Florida.
o  The Defence Signals Directorate (DSD) of the Australian Government approved
   the deployment of the BlackBerry platform.
o  Microsoft Corp. and RIM announced a product collaboration and joint
   marketing agreement focused on extending enterprise instant messaging and
   presence to BlackBerry subscribers.
o  IBM and RIM previewed Lotus Instant Messaging for BlackBerry.
o  Novell and RIM announced plans to bring Novell GroupWise Messenger instant
   messaging to BlackBerry users.
o  AOL and RIM announced plans to support mobile AOL Instant Messenger (AIM)
   and ICQ services on the BlackBerry wireless platform.
o  Yahoo! Inc. and RIM announced plans to provide Yahoo! Messenger to
   BlackBerry users.
o  ALLTEL launched the BlackBerry 7250(TM), BlackBerry Enterprise Server(TM)
   and BlackBerry Internet Service(TM) in the U.S.
o  EarthLink introduced the BlackBerry 7250 in the U.S.
o  TeleCommunication Systems (TCS) launched the BlackBerry 7250 in the U.S.
o  T-Mobile introduced the BlackBerry 7290(TM) in the U.S.
o  TELUS Mobility announced the availability of the BlackBerry 7250 and the
   BlackBerry 7520(TM) in Canada.
o  Cable & Wireless Ltd. announced plans to offer BlackBerry to customers in
   the Eastern Caribbean islands.
o  Proximus launched the BlackBerry 7100v(TM) and BlackBerry Enterprise Server
   v4.0 in Belgium.
o  TDC Mobile introduced the BlackBerry 7290 in Denmark.
o  Avea launched the BlackBerry 7290 and the BlackBerry 7100g(TM) in Turkey.
o  Orascom Telecom announced plans to offer BlackBerry to mobile customers in
   the Middle East, Africa and South Asia.
o  Mobile TeleSystems (MTS) announced plans to offer BlackBerry in Russia.
o  Vodafone launched BlackBerry Enterprise Server v4.0, the BlackBerry 7290
   and the BlackBerry 7730(TM) in Spain.
o  Connex announced plans to offer BlackBerry in Romania.
o  Orange announced plans to introduce BlackBerry in Romania.
o  Orange introduced the BlackBerry 7290 and BlackBerry Enterprise Server v4.0
   in Switzerland.
o  Cellcom Israel Ltd. announced plans to offer BlackBerry in Israel.
o  Polska Telefonica Cyfrowa (PTC) launched BlackBerry in Poland.
o  T-Mobile introduced the BlackBerry 7290 and BlackBerry Enterprise Server
   v4.0 in Hungary and The Czech Republic.
o  KPN introduced BlackBerry Internet Service in the Netherlands and Belgium.
o  M1 launched BlackBerry in Singapore.
o  3 Hong Kong and Partner Communications Company Ltd. announced plans to
   bring BlackBerry to Israel.
o  Indosat introduced BlackBerry Internet Service in Indonesia.
o  Telstra launched BlackBerry 7250 in Australia.
o  HTC announced plans to provide global distribution of BlackBerry
   Connect(TM) on Windows Mobile-based devices to carriers around the world.
o  Globe announced availability of BlackBerry Connect for the Sony Ericsson
   P910i in the Philippines.

<PAGE>
o  SingTel launched the Sony Ericsson P910i with BlackBerry Connect in
   Singapore.
o  3 Hong Kong introduced the Siemens SK65 handset with BlackBerry
   Built-In(TM) in Hong Kong.
o  BlackBerry ISV Alliance members continued to build upon the BlackBerry
   platform with a range of new products and services that help customers
   extend their wireless data strategies beyond wireless email.

HIGHLIGHTS SUBSEQUENT TO QUARTER END:

o  RIM announced the security-enhanced BlackBerry Smart Card Reader
o  Avaya and RIM announced plans to extend Avaya secure enterprise
   communications applications to the BlackBerry platform over WLAN.
o  EADS and RIM formed a strategic alliance focused on delivering localized
   wireless data solutions to government organizations across Europe.
o  Sprint launched the BlackBerry 7250 in the U.S.
o  Tango announced plans to introduce BlackBerry in Luxembourg.
o  Airtel introduced the BlackBerry 7100g in India.


The replay of the company's Q1 conference call can be accessed after 7 p.m.
(eastern), June 29, 2005 until midnight (eastern), July 13, 2005. It can be
accessed by dialing 416-640-1917 and entering passcode 21117892#.
 The conference will also appear on the RIM web site, live at 5:00 pm
(eastern) and archived at http://www.rim.com/investors/events/index.shtml
until midnight July 13, 2005.

ABOUT RESEARCH IN MOTION (RIM)
Research In Motion is a leading designer, manufacturer and marketer of
innovative 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 messaging, Internet and intranet-based applications. RIM technology
also enables a broad array of third party developers and manufacturers to
enhance their products and services with wireless connectivity. RIM's
portfolio of award-winning products, services and embedded technologies are
used by thousands of organizations around the world and include the
BlackBerry(R) wireless platform, the RIM Wireless Handheld(TM) product line,
software development tools, radio-modems and software/hardware licensing
agreements. Founded in 1984 and based in Waterloo, Ontario, RIM operates
offices in North America, Europe and Asia Pacific. RIM is listed on the Nasdaq
Stock Market (Nasdaq: RIMM) and the Toronto Stock Exchange (TSX: RIM). For
more information, visit www.rim.com or www.blackberry.com.

Media Contact:                                   Investor Contact:
Courtney Flaherty                                RIM Investor Relations
Brodeur Worldwide for RIM                        519.888.7465
212.771.3637                                     investor_relations@rim.com
cflaherty@brodeur.com
---------------------

                                      ###

<PAGE>


This news release contains forward-looking statements within the meaning of
the U.S. Private Securities Litigation Reform Act of 1995 relating to RIM's
revenue and earnings expectations for the second and third quarters of fiscal
2006, anticipated growth in subscribers, plans relating to RIM and its carrier
partners and estimates of additional legal fees that will be incurred by RIM
as a result of NTP developments. The terms and phrases "continuing to",
"estimated", "expects", "expected", "expecting", "plans", and similar terms
and phrases 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 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: risks relating to RIM's intellectual property rights, including
the outcome of RIM's litigation with NTP, Inc.; RIM's ability to enhance
current products and develop new products; RIM's reliance on carrier partners,
third-party network developers and suppliers; and intense competition. These
risk factors and others relating to RIM are discussed in greater detail in the
"Risk Factors" section of RIM's Annual Information Form, which is included in
its Annual Report on Form 40-F (copies of which filings may be obtained at
www.sedar.com or www.sec.gov). 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.

The BlackBerry and RIM families of related marks, images and symbols are the
exclusive properties and trademarks of Research In Motion Limited. RIM,
Research In Motion and BlackBerry are registered with the U.S. Patent and
Trademark Office and may be pending or registered in other countries. All
other brands, product names, company names, trademarks and service marks are
the properties of their respective owners.

<PAGE>


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


CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                         For the three months ended
                    (unaudited)                                May 28,       February 26,            May 29,
                                                                  2005               2005               2004
-------------------------------------------------------------------------------------------------------------

<S>                                                        <C>                <C>                <C>
Revenue                                                    $   453,948        $   404,802        $   269,611
Cost of sales                                                  203,731            174,878            134,978
                                                    ---------------------------------------------------------
Gross margin                                                   250,217            229,924            134,633
                                                    ---------------------------------------------------------

Gross Margin %                                                   55.1%              56.8%               49.9%

Expenses
Research and development                                        34,534            29,076              20,379
Selling, marketing and administration                           62,871            56,595              40,822
Amortization                                                    10,283             9,114               9,048
Litigation                                                       6,475           294,194              15,579
                                                    ---------------------------------------------------------
                                                               114,163           388,979              85,828
                                                    ---------------------------------------------------------

Income (loss) from operations                                  136,054          (159,055)             48,805

Investment income                                               13,816            11,926               6,460
                                                    ---------------------------------------------------------
Income (loss) before income taxes                              149,870          (147,129)             55,265
Provision for (recovery of) income taxes                        17,350          (144,556)                293
                                                    ---------------------------------------------------------
Net Income (loss)                                          $   132,520       $    (2,573)        $    54,972
                                                    =========================================================

Earnings (loss) per share
                                                    ---------------------------------------------------------
     Basic                                                  $     0.70       $     (0.01)         $     0.30
                                                    =========================================================
     Diluted                                                $     0.67       $     (0.01)         $     0.28
                                                    =========================================================

Weighted average number of common
shares outstanding (000's)
     Basic                                                     190,098           189,184            185,856
     Diluted                                                   197,872           189,184            196,378
</TABLE>

<PAGE>


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


CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                             As at
                                                                                    May 28,        February 26,
(unaudited)                                                                           2005                2005
---------------------------------------------------------------------------------------------------------------


Assets
Current
<S>                                                                           <C>                 <C>
Cash and cash equivalents                                                     $    912,324        $    610,354
Short-term investments                                                             202,671             315,495
Trade receivables                                                                  230,716             210,459
Other receivables                                                                   41,101              30,416
Inventory                                                                           80,392              92,489
Restricted cash                                                                    135,491             111,978
Other current assets                                                                21,070              22,857
Deferred income tax asset                                                          132,472             150,200
                                                                      -----------------------------------------
                                                                                 1,756,237           1,544,248

Investments                                                                        667,712             753,868
Capital assets                                                                     228,542             210,112
Intangible assets                                                                   90,943              83,740
Goodwill                                                                            29,026              29,026
                                                                      -----------------------------------------
                                                                             $   2,772,460       $   2,620,994
                                                                      =========================================

Liabilities
Current
Accounts payable and accrued liabilities                                      $    163,648        $    155,597
Accrued litigation and related expenses                                            458,947             455,610
Income taxes payable                                                                 3,596               3,149
Deferred revenue                                                                    16,967              16,235
Current portion of long-term debt                                                      225                 223
                                                                      -----------------------------------------
                                                                                   643,383             630,814

Long-term debt                                                                       6,369               6,504
                                                                      -----------------------------------------
                                                                                   649,752             637,318
                                                                      -----------------------------------------

Shareholders' equity
Share capital                                                                    1,900,506           1,892,266
Retained earnings                                                                  226,701              94,181
Accumulated other comprehensive loss                                                (4,499)             (2,771)
                                                                      -----------------------------------------
Total shareholders' equity                                                       2,122,708           1,983,676
                                                                      -----------------------------------------
                                                                             $   2,772,460       $   2,620,994
                                                                      =========================================
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                              For the three months ended
(unaudited)
                                                                            May 28, 2005      May 29, 2004
-------------------------------------------------------------------------------------------------------------

Cash flows from operating activities
<S>                                                                          <C>                 <C>
Net income                                                            $          132,520         $   54,972

Items not requiring an outlay of cash:
Amortization                                                                      18,226             18,056
Deferred income taxes                                                             17,389                  -
Loss on disposal of capital assets                                                     5                  -
Loss on foreign currency translation of long-term debt                                23                 38
                                                                      ---------------------------------------
                                                                                 168,163             73,066

Net changes in non-cash working capital items                                   (32,881)            (10,673)
                                                                      ---------------------------------------
                                                                                 135,282             62,393
                                                                      ---------------------------------------
Cash flows from financing activities
Issuance of share capital                                                          8,240             19,638
Repayment of debt                                                                   (53)                (46)
                                                                      ---------------------------------------
                                                                                   8,187             19,592
                                                                      ---------------------------------------
Cash flows from investing activities
Acquisition of investments                                                       (12,408)          (350,839)
Proceeds on sale or maturity of investments                                       21,255              3,651
Acquisition of capital assets                                                    (31,289)           (17,223)
Acquisition of intangible assets, net                                             (6,352)            (1,397)
Acquisition of subsidiaries                                                       (3,795)                 -
Acquisition of short-term investments                                            (98,193)          (129,775)
Proceeds on sale or maturity of short term investments                           289,283                  -
                                                                      ---------------------------------------
                                                                                 158,501           (495,583)
                                                                      ---------------------------------------

Net increase (decrease) in cash and cash equivalents for the
period                                                                           301,970           (413,598)

Cash and cash equivalents, beginning of period                                   610,354          1,156,419
                                                                      ---------------------------------------
Cash and cash equivalents, end of period                              $          912,324        $   742,821
                                                                      =======================================



As at                                                                       May 28, 2005        Feb. 26, 2005
-------------------------------------------------------------------------------------------------------------

Cash and cash equivalents                                             $          912,324        $   610,354
Short-term investments                                                           202,671            315,495
Investments                                                                      667,712            753,868
                                                                      ---------------------------------------
Cash, cash equivalents, short-term and long-term investments          $        1,782,707        $ 1,679,717
                                                                      =======================================
 Increase                                                             $          102,990
</TABLE>

<PAGE>
                                                                    DOCUMENT 2

<PAGE>


                                       Research In Motion Limited
                                 Incorporated under the Laws of Ontario
                            (United States dollars, in thousands)(unaudited)
                             Prepared in Accordance with U.S. GAAP (note 1)
<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEETS                                                                      As at
                                                                                    May 28,             February 26,
                                                                                      2005                  2005
                                                                                -----------------     -----------------

Assets
Current

<S>                                                                                  <C>                   <C>
Cash and cash equivalents (note 13(a))                                               $   912,324           $   610,354
Short-term investments (note 6)                                                          202,671               315,495
Trade receivables                                                                        230,716               210,459
Other receivables                                                                         41,101                30,416
Inventory (note 5)                                                                        80,392                92,489
Restricted cash (note 10)                                                                135,491               111,978
Other current assets (note 9)                                                             21,070                22,857
Deferred tax asset (note 11)                                                             132,472               150,200
                                                                                -----------------     -----------------
                                                                                       1,756,237             1,544,248

Investments (note 6)                                                                     667,712               753,868

Capital assets (note 7)                                                                  228,542               210,112

Intangible assets (note 8)                                                                90,943                83,740

Goodwill                                                                                  29,026                29,026
                                                                                -----------------     -----------------

                                                                                    $  2,772,460          $  2,620,994
                                                                                =================     =================

Liabilities
Current

Accounts payable                                                                      $   60,741            $   68,464
Accrued liabilities                                                                      102,907                87,133
Accrued litigation and related expenses (note 10)                                        458,947               455,610
Income taxes payable                                                                       3,596                 3,149
Deferred revenue                                                                          16,967                16,235
Current portion of long-term debt                                                            225                   223
                                                                                -----------------     -----------------
                                                                                         643,383               630,814

Long-term debt                                                                             6,369                 6,504
                                                                                -----------------     -----------------
                                                                                         649,752               637,318
                                                                                -----------------     -----------------

Shareholders' Equity
Capital stock (note 3(a))
Authorized - unlimited number of non-voting, cumulative, redeemable,
retractable preferred shares; unlimited number of non-voting, redeemable,
retractable Class A common shares and unlimited number of voting common shares
Issued - 190,781,957 common shares (February 26, 2005 - 189,484,915)                   1,900,506             1,892,266
Retained earnings                                                                        226,701                94,181
Accumulated other comprehensive loss (note 9)                                             (4,499)               (2,771)
                                                                                -----------------     -----------------
                                                                                       2,122,708             1,983,676
                                                                                -----------------     -----------------
                                                                                    $  2,772,460          $  2,620,994
                                                                                =================     =================

Commitments and contingencies (notes 10, 13, 15)
See notes to the consolidated financial statements.

On behalf of the Board:



Jim Balsillie                                                                   Mike Lazaridis
Director                                                                        Director
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                            Research In Motion Limited
                                 (United States dollars, in thousands)(unaudited)
                                  Prepared in Accordance with U.S. GAAP (note 1)

                                  CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                                                                                   Accumulated
                                                                                                      Other
                                                                 Common           Retained        Comprehensive
                                                                 Shares           Earnings        Income (loss)        Total
                                                            ------------------------------------------------------------------

<S>                                                             <C>                <C>            <C>             <C>
Balance as at February 26, 2005                                 $ 1,892,266        $   94,181     $   (2,771)     $ 1,983,676

Comprehensive income (loss):
    Net income                                                            -           132,520              -          132,520
    Net change in unrealized gains on investments
    available for sale                                                    -                 -          1,016            1,016
    Net change in derivative fair value during the period                 -                 -            309              309
    Amounts reclassified to earnings during the period                    -                 -         (3,053)          (3,053)

Shares issued:
    Exercise of stock options                                         8,240                 -              -            8,240
                                                            ------------------------------------------------------------------
Balance as at May 28, 2005                                      $ 1,900,506        $  226,701     $   (4,499)     $ 2,122,708
                                                            ==================================================================

See notes to the consolidated financial statements.
</TABLE>


<PAGE>


<TABLE>
<CAPTION>

                                   Research In Motion Limited
            (United States dollars, in thousands, except per share data)(unaudited)
                         Prepared in Accordance with U.S. GAAP (note 1)

CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                             For the Three Months Ended
                                                                           May 28,                  May 29,
                                                                             2005                     2004
                                                                  --------------------   --------------------

<S>                                                                       <C>                    <C>
Revenue                                                                   $   453,948            $   269,611

Cost of sales                                                                 203,731                134,978
                                                                  --------------------   --------------------
Gross margin                                                                  250,217                134,633
                                                                  --------------------   --------------------
Expenses

Research and development                                                       34,534                 20,379
Selling, marketing and administration (note 4)                                 62,871                 40,822
Amortization                                                                   10,283                  9,048
Litigation (note 10)                                                            6,475                 15,579
                                                                  --------------------   --------------------
                                                                              114,163                 85,828
                                                                  --------------------   --------------------
Income from operations                                                        136,054                 48,805

Investment income                                                              13,816                  6,460
                                                                  --------------------   --------------------
Income before income taxes                                                    149,870                 55,265
                                                                  --------------------   --------------------
Provision for income taxes (note 11)
Current                                                                         2,630                    293
Deferred                                                                       14,720                      -
                                                                  --------------------   --------------------
                                                                               17,350                    293
                                                                  --------------------   --------------------

Net income                                                                $   132,520             $   54,972
                                                                  ====================   ====================
Earnings per share (note 12)

Basic                                                                      $     0.70             $     0.30
                                                                  ====================   ====================
Diluted                                                                    $     0.67             $     0.28
                                                                  ====================   ====================

See notes to the consolidated financial statements.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                Research In Motion Limited
                     (United States dollars, in thousands)(unaudited)
                      Prepared in Accordance with U.S. GAAP (note 1)

CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                  For the Three Months Ended
                                                                                May 28,               May 29,
                                                                                 2005                  2004
                                                                          -----------------   -------------------
Cash flows from operating activities

<S>                                                                             <C>                   <C>
Net income                                                                      $  132,520            $   54,972

Items not requiring an outlay of cash:

Amortization                                                                        18,226                18,056
Deferred income taxes                                                               17,389                     -
Loss on disposal of capital assets                                                       5                     -
Loss on foreign currency translation of long-term debt                                  23                    38
Unrealized foreign exchange loss (gain)                                                584                  (544)

Net changes in working capital items (note 16)                                    (32,881)               (10,673)
                                                                          -----------------   -------------------
                                                                                   135,866                61,849
                                                                          -----------------   -------------------
Cash flows from financing activities

Issuance of share capital and warrants                                               8,240                19,638
Repayment of long-term debt                                                           (53)                   (46)
                                                                          -----------------   -------------------
                                                                                     8,187                19,592
                                                                          -----------------   -------------------
Cash flows from investing activities

Acquisition of investments                                                         (12,408)             (350,839)
Proceeds on sale or maturity of investments                                         21,255                 3,651
Acquisition of capital assets                                                      (31,289)              (17,223)
Acquisition of intangible assets                                                    (6,352)               (1,397)
Acquisition of subsidiary                                                           (3,795)                    -
Acquisition of short-term investments                                              (98,193)             (129,775)
Proceeds on sale and maturity of short-term investments                            289,283                     -
                                                                          -----------------   -------------------
                                                                                   158,501              (495,583)
                                                                          -----------------   -------------------
Effect of foreign exchange on cash and cash equivalents                               (584)                  544
                                                                          -----------------   -------------------
Net increase (decrease) in cash and cash equivalents for the period                301,970              (413,598)

Cash and cash  equivalents, beginning of period                                    610,354             1,156,419
                                                                          -----------------   -------------------
Cash and cash  equivalents, end of period                                       $  912,324            $  742,821
                                                                          =================   ===================


See notes to the consolidated financial statements.

</TABLE>


<PAGE>


                          Research In Motion Limited

                Notes To The Consolidated Financial Statements
                                   U.S. GAAP
        For The Three Month Periods Ended May 28, 2005 and May 29, 2004
                                  (unaudited)
   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 ("U.S. 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 consolidated
     financial statements (the "financial statements") for the year ended
     February 26, 2005, which have been prepared in accordance with U.S. GAAP.
     A separate set of consolidated financial statements for the year ended
     February 26, 2005, were also prepared under Canadian 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 three months ended May 28, 2005 are not
     necessarily indicative of the results that may be expected for the full
     year ending February 25, 2006.


2.   RECENTLY ISSUED PRONOUNCEMENTS

     Stock-Based Compensation

     On December 16, 2004, the Financial Accounting Standards Board ("FASB")
     issued amended Statement of Financial Accounting Standard ("SFAS") 123
     ("SFAS 123(R)") Accounting for Share-Based Payment. SFAS 123(R) requires
     all companies to use the fair-value based method of accounting for
     stock-based compensation, and is in effect for all interim periods
     beginning after June 15, 2005. SFAS 123(R) requires that all companies
     adopt either the modified prospective transition ("MPT") or modified
     retrospective transition ("MRT") method. Stock compensation expense
     calculated using the MPT approach would be recognized on a prospective
     basis in the financial statements over the requisite service period,
     while the MRT method allows a restatement of prior periods for amounts
     previously recorded as proforma expense. On April 14, 2005, the U.S.
     Securities and Exchange Commission announced that it would provide for a
     phased-in implementation process for SFAS 123(R). The Company will now be
     required to adopt a fair-value based method in the first quarter of
     fiscal 2007.


                                      1
<PAGE>

                          Research In Motion Limited

                Notes To The Consolidated Financial Statements
                                   U.S. GAAP
        For The Three Month Periods Ended May 28, 2005 and May 29, 2004
                                  (unaudited)
   In thousands of United States dollars, except per share data, and except
                            as otherwise indicated


3.   CAPITAL STOCK

(a) Capital Stock

                                                       Shares
                                                     Outstanding       Amount
                                                   ----------------------------
                                                       (000's)

Authorized - unlimited number of common shares

Common shares outstanding - February 26, 2005          189,485     $ 1,892,266

Exercise of options                                      1,297           8,240
                                                   ----------------------------
Common shares outstanding - May 28, 2005               190,782     $ 1,900,506
                                                   ============================


     During the first quarter of 2006, there were 1,297 stock options
     exercised.

     During the first quarter of fiscal 2005, the Company declared an
     effective two for one stock split in the form of a one for one stock
     dividend payable on June 4, 2004 for all shareholders of record as at
     close of day on May 27, 2004. The effect of this stock dividend doubled
     the amount of stock options outstanding and reduced the exercise prices
     of these stock options by half of the original exercise price.

     The Company had 190,785 common shares outstanding, 10,431 options
     outstanding and nil common share purchase warrants outstanding as at June
     29, 2005.

(b) Stock option plan (000's)

     The Company has an incentive stock option plan for directors, officers
     and employees. The option exercise price is equal to 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 as at May 28, 2005 was 10,413
     (February 26, 2005 - 11,151).

(c) Stock based compensation

     Under U.S. 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 of the option. 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 U.S. GAAP, Accounting
     Principles Board ("APB") Opinion 25, Accounting


                                      2
<PAGE>


                          Research In Motion Limited

                Notes To The Consolidated Financial Statements
                                   U.S. GAAP
        For The Three Month Periods Ended May 28, 2005 and May 29, 2004
                                  (unaudited)
   In thousands of United States dollars, except per share data, and except
                            as otherwise indicated

     for Stock Issued to Employees.

     Statement of Financial Accounting Standards ("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 present the Company's net
     income and earnings 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
                                                                                               May 28, 2005       May 29, 2004
                                                                                            ----------------------------------

<S>                                                                                              <C>                 <C>
Net income - as reported                                                                         $  132,520          $  54,972
Estimated stock-based compensation cost for the period, net of tax                                    6,416              5,758
                                                                                            ----------------------------------
Net income - proforma                                                                            $  126,104          $  49,214
                                                                                                 ==========          =========
Denominator in 000's of shares:

Denominator for basic earnings per share - weighted average shares
outstanding                                                                                         190,098            185,856

Effect of dilutive securities:

  Employee stock options                                                                              6,970              9,397
                                                                                            ----------------------------------

Denominator for diluted earnings per share -  adjusted weighted-average
shares and assumed conversions                                                                      197,068            195,253
                                                                                            ==================================


Proforma earnings per share
  Basic                                                                                           $    0.66           $   0.26
  Diluted                                                                                         $    0.64           $   0.25
</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>

                                                                  For the three months ended
                                                               May 28, 2005       May 29, 2004
                                                               -------------------------------

<S>                                                             <C>                 <C>
Weighted average Black-Scholes value of each option             $   36.96           $   23.96

Assumptions:
  Risk free interest rates                                            4.0%                3.0%
  Expected life in years                                              4.0                 4.0
  Expected dividend yield                                               0%                  0%
  Volatility                                                           65%                 70%
</TABLE>



                                      3
<PAGE>


                          Research In Motion Limited

                Notes To The Consolidated Financial Statements
                                   U.S. GAAP
        For The Three Month Periods Ended May 28, 2005 and May 29, 2004
                                  (unaudited)
   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 three months
     of fiscal 2006 includes $1.8 million with respect to a foreign exchange
     loss (2005 - foreign exchange gain of $2.0 million). The Company is
     exposed to foreign exchange fluctuations as a result of transactions in
     currencies other than its U.S. dollar functional currency.


5.   INVENTORY

     Inventory is comprised as follows:
                                                                  February 26,
                                                  May 28, 2005       2005
                                                ------------------------------

Raw materials                                      $  65,242      $  78,080
Work in process                                       11,615         11,282
Finished goods                                        10,757          9,868
Provision for excess and obsolete inventory           (7,222)        (6,741)
                                                ------------------------------
                                                   $  80,392      $  92,489
                                                ============================--


6.   SHORT-TERM INVESTMENTS AND INVESTMENTS

     Short-term investments consist of liquid investments with maturities of
     between three months and one year as at the date of acquisition.
     Investments with maturities in excess of one year are classified as
     non-current investments. In the event of a decline in value, which is
     other than temporary, the investments are written down to estimated
     realizable value.

     During fiscal 2005, the Company reviewed its intent to continue to hold
     certain investments previously classified as held-to-maturity and
     determined this intent was no longer present. These investments were
     reclassified as available-for-sale, and prior period carrying values were
     adjusted to reflect these securities as available-for-sale since
     acquisition.

     Investments designated as available-for-sale investments are carried at
     fair value. Unrealized gains or losses are included in other
     comprehensive income.

     Cash equivalents are highly liquid investments with maturities of three
     months or less at the date of acquisition and are carried at cost plus
     accrued interest, which approximates their fair value.

                                      4
<PAGE>

                          Research In Motion Limited

                Notes To The Consolidated Financial Statements
                                   U.S. GAAP
        For The Three Month Periods Ended May 28, 2005 and May 29, 2004
                                  (unaudited)
   In thousands of United States dollars, except per share data, and except
                            as otherwise indicated

7.   CAPITAL ASSETS

     Capital assets comprise the following:

<TABLE>
<CAPTION>

                                                                                 May 28, 2005
                                                                                 Accumulated      Net book
                                                                        Cost     amortization       value
                                                                     ------------------------------------
<S>                                                                  <C>           <C>          <C>
Land                                                                 $   8,850     $     -      $   8,850
Buildings, leaseholds and other                                        112,434      14,573         97,861
BlackBerry operations and other information technology                 156,146      85,758         70,388
Manufacturing equipment, research and development
equipment, and tooling                                                  61,876      33,558         28,318
Furniture and fixtures                                                  45,499      22,374         23,125
                                                                     ------------------------------------
                                                                     $ 384,805   $ 156,263      $ 228,542
                                                                     ====================================
</TABLE>

<TABLE>
<CAPTION>

                                                                               February 26, 2005
                                                                                  Accumulated      Net book
                                                                      Cost        amortization       value
                                                                    ----------------------------------------
<S>                                                                 <C>               <C>          <C>
Land                                                                $   8,850         $     -      $   8,850
Buildings, leaseholds and other                                       109,654          14,016         95,638
BlackBerry operations and other information technology                135,352          75,495         59,857
Manufacturing equipment, research and development
equipment, and tooling                                                 60,222          33,175         27,047
Furniture and fixtures                                                 40,553          21,833         18,720
                                                                    ----------------------------------------
                                                                    $ 354,631       $ 144,519      $ 210,112
                                                                    ========================================
</TABLE>




                                      5
<PAGE>

                          Research In Motion Limited

                Notes To The Consolidated Financial Statements
                                   U.S. GAAP
        For The Three Month Periods Ended May 28, 2005 and May 29, 2004
                                  (unaudited)
   In thousands of United States dollars, except per share data, and except
                            as otherwise indicated

8.   INTANGIBLE ASSETS

     Intangible assets comprise the following:
<TABLE>
<CAPTION>

                                                                                        May 28, 2005
                                                                                         Accumulated        Net book
                                                                               Cost      amortization         value
                                                                           -----------------------------------------
<S>                                                                         <C>           <C>              <C>
Acquired technology                                                         $  18,373     $   6,640        $  11,733
Licences                                                                       86,847        35,424           51,423
Patents                                                                        33,939         6,152           27,787
                                                                           -----------------------------------------
                                                                            $ 139,159     $  48,216        $  90,943
                                                                           =========================================

                                                                                      February 26, 2005
                                                                                         Accumulated      Net book
                                                                              Cost       amortization       value
                                                                            --------------------------------------
Acquired technology                                                         $  12,151     $   6,045      $   6,106
Licences                                                                       86,352        31,107         55,245
Patents                                                                        28,082         5,693         22,389
                                                                            --------------------------------------
                                                                            $ 126,585     $  42,845      $  83,740
                                                                            ======================================
</TABLE>

9.   COMPREHENSIVE INCOME

     The components of comprehensive income are shown in the following tables:
<TABLE>
<CAPTION>

                                                                                           For the three months ended
                                                                                            May 28            May 29
                                                                                             2005              2004
                                                                                        ------------------------------
<S>                                                                                      <C>               <C>
Net income                                                                               $  132,520        $  54,972
                                                                                        ===========        ===========
Net change in unrealized gains (losses) on available-for-sale investments                     1,016           (9,057)
Net change in derivative fair value during the year, net of income taxes
of $164 (May 29, 2004 - $nil)                                                                   309           (2,460)
Amounts reclassified to earnings during the year, net of income tax
recovery of $1,617 (May 29, 2004 - $nil)                                                     (3,053)          (1,616)
                                                                                        ------------------------------
Comprehensive income                                                                     $  130,792        $  41,839
                                                                                        ==============================
</TABLE>


                                      6
<PAGE>

                          Research In Motion Limited

                Notes To The Consolidated Financial Statements
                                   U.S. GAAP
        For The Three Month Periods Ended May 28, 2005 and May 29, 2004
                                  (unaudited)
   In thousands of United States dollars, except per share data, and except
                            as otherwise indicated

     The components of accumulated other comprehensive income (loss) are as
follows:

<TABLE>
<CAPTION>

                                                                                May 28,        February 26,
                                                                                 2005              2005
                                                                             ------------------------------
<S>                                                                          <C>               <C>
Accumulated net unrealized losses on available-for-sale investments          $  (11,329)       $ (12,345)
Accumulated net unrealized gains on derivative instruments                        6,830            9,574
                                                                             ------------------------------
Total accumulated other comprehensive loss                                    $  (4,499)       $  (2,771)
                                                                             ==============================
</TABLE>

     The fair value of derivative instruments of $12.7 million (February 26,
     2005 - $14.6 million) is included in Other current assets on the
     Consolidated Balance Sheets.

10. LITIGATION

     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").

     Fiscal 2002

     In November 2001, the Company was served with a complaint filed by NTP,
     alleging that RIM had infringed on eight of NTP's United States patents.
     NTP asserted that these patents cover the use of radio frequency wireless
     communications in electronic mail systems.

     Fiscal 2003

     The matter went to trial in 2002 in the United States District Court for
     the Eastern District of Virginia (the "District Court"), and the jury
     issued a verdict in favour of NTP on November 21, 2002, finding that
     certain of the products and services that the Company sold in the United
     States infringed on five of NTP's patents. As a result, the jury awarded
     damages based upon its assessment of the estimated income derived from
     certain of the Company's revenues that were considered "infringing
     revenues".

     During the year ended March 1, 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.


                                      7
<PAGE>

                          Research In Motion Limited

                Notes To The Consolidated Financial Statements
                                   U.S. GAAP
        For The Three Month Periods Ended May 28, 2005 and May 29, 2004
                                  (unaudited)
   In thousands of United States dollars, except per share data, and except
                            as otherwise indicated


     Fiscal 2004

     On August 5, 2003, the District Court ruled on NTP's request for an
     injunction with respect to RIM continuing to sell BlackBerry handhelds,
     software and service in the United States and entered judgment with
     respect to several previously announced monetary awards issued in favour
     of NTP. The District Court granted NTP the injunction requested; however,
     the District Court then immediately granted RIM's request to stay the
     injunction sought by NTP pending the completion of RIM's appeal.

     For the year ended February 28, 2004, the Company recorded quarterly
     charges in the first, second, third and fourth quarters with respect to
     the NTP matter totalling $35.2 million to fully provide for enhanced
     compensatory damages, current and estimated future costs with respect to
     ongoing legal and professional fees, prejudgment interest, and
     postjudgment interest for the period August 6, 2003 to February 28, 2004.
     The $36.3 million attributable to enhanced compensatory damages and
     postjudgment interest was classified as Restricted cash on the
     Consolidated Balance Sheets as at February 28, 2004.

     Fiscal 2005

     During the first three quarters of fiscal 2005, the Company recorded an
     expense of $58.4 million to provide for additional estimated enhanced
     compensatory damages, estimated postjudgment interest, and current and
     estimated future costs with respect to ongoing legal fees. The $53.6
     million attributable to enhanced compensatory damages and postjudgment
     interest was classified as Restricted cash on the Consolidated Balance
     Sheets as at November 27, 2004.

     On December 14, 2004, the Court of Appeals for the Federal Circuit (the
     "CAFC") ruled on the appeal by the Company of the District Court's
     judgment. The CAFC concluded that the District Court erred in construing
     the claim term "originating processor", which appeared in five of sixteen
     claims within NTP's patents, but did not err in construing any of other
     claim terms on appeal and affirmed the remainder of the District Court's
     claim constructions. The CAFC further concluded that the District Court
     correctly found infringement under 35 U.S.C. section 271(a), correctly
     denied the Company's motion for judgment as a matter of law and did not
     abuse its discretion in three of its evidentiary rulings.

     The CAFC decision would remand to the District Court the questions of
     whether and to what extent the jury verdict of infringement should be set
     aside, based on the prejudicial effect, if any, of the District Court's
     erroneous claim construction of the term "originating processor". The
     CAFC ordered that should such prejudicial effect be shown, and because
     the jury verdict did not specify the amount of infringing sales
     attributed to each individual patent claim, or the specific devices and
     services determined by the jury to infringe each separately asserted
     claim, the District Court on remand will also have to determine the
     effect of any alteration of the jury verdict on the District Court's
     damage award and on the scope of the District Court's injunction. As a
     result, the CAFC would affirm-in-part, vacate-in-part and remand certain
     matters for further proceedings. The Company filed a petition for
     rehearing that is still pending in the CAFC.


                                      8
<PAGE>

                          Research In Motion Limited

                Notes To The Consolidated Financial Statements
                                   U.S. GAAP
        For The Three Month Periods Ended May 28, 2005 and May 29, 2004
                                  (unaudited)
   In thousands of United States dollars, except per share data, and except
                            as otherwise indicated


     During the fourth quarter of fiscal 2005, the Company and NTP entered
     into settlement negotiations, which concluded with the parties announcing
     the signing of a binding Term Sheet (the "Term Sheet") on March 16, 2005,
     that resolves all current litigation between them. As part of the
     resolution, NTP grants RIM and its customers an unfettered right to
     continue its BlackBerry-related wireless business without further
     interference from NTP or its patents. This resolution relates to all NTP
     patents involved in the current litigation as well as all current and
     future NTP patents. The resolution covers all of RIM's past and future
     products, services and technologies and also covers all customers and
     providers of RIM products and services, including wireless carriers,
     distributors, suppliers and independent software vendor ("ISV") partners.
     Under the terms of the resolution, RIM will have the right to grant
     sublicenses under the NTP patents to anyone for products or services that
     interface, interact or combine with RIM's products, services or
     infrastructure. The resolution permits RIM and its partners to sell its
     products, services and infrastructure completely free and clear of any
     claim by NTP, including any claims that NTP may have against wireless
     carriers, ISV partners or against third party products that use RIM's
     BlackBerry Connect/BlackBerry Built-In technology. RIM will pay to NTP
     $450 million in final and full resolution (the "resolution amount") of
     all claims to date against RIM, as well as for a fully-paid up license
     (the "NTP license") going forward.

     During the fourth quarter of fiscal 2005, the Company recorded an
     incremental expense of $294.2 million to adjust the total NTP provision
     to the resolution amount plus current and estimated legal, professional
     and other fees, less the previous cumulative quarterly provisions for
     enhanced compensatory damages, prejudgment interest, plaintiff's attorney
     fees, estimated postjudgment interest, and current and estimated future
     costs with respect to legal and other professional fees, and the
     acquisition of a $20 million intangible asset. The $22.1 million
     attributable to enhanced compensatory damages and postjudgment interest
     with respect to the fourth quarter of fiscal 2005 was classified as
     Restricted cash on the Consolidated Balance Sheets as at February 26,
     2005.

     During fiscal 2005, the Company recorded a total expense of $352.6
     million.

     Fiscal 2006

     On June 9, 2005, RIM announced that, due to an impasse in the process of
     finalizing a definitive licensing and settlement agreement with NTP, RIM
     is taking court action to enforce the binding Term Sheet agreed upon and
     jointly announced by RIM and NTP on March 16, 2005. In order to enforce
     the Term Sheet, RIM has filed a Motion to Stay Appeal and Remand for
     Enforcement of Settlement Agreement, which requests that the CAFC stay
     the appeal and remand to the District Court to enforce the Term Sheet.
     The CAFC may grant RIM's motion, stop its review of the patent dispute
     and send the enforcement of the Term Sheet to the District Court to
     resolve. The CAFC may also deny RIM's motion, continue its review of the
     case, and ultimately send both the enforcement of the Term Sheet and the
     patent dispute to the District Court. If the CAFC sends the patent
     dispute back to the District Court, RIM expects that NTP will ask the
     District Court to reinstitute the injunction that had previously been
     granted (which was subsequently stayed pending RIM's appeal and which the
     CAFC's decision in December 2004 would vacate, if the CAFC issues a
     mandate based on its December 2004 decision and remands the case to the
     District Court for further proceedings) to prohibit RIM from providing


                                      9
<PAGE>

                          Research In Motion Limited

                Notes To The Consolidated Financial Statements
                                   U.S. GAAP
        For The Three Month Periods Ended May 28, 2005 and May 29, 2004
                                  (unaudited)
   In thousands of United States dollars, except per share data, and except
                            as otherwise indicated


     BlackBerry service and from using, selling, manufacturing or importing
     its handhelds and software in the United States. RIM maintains that an
     injunction is inappropriate given the facts of the case and recent doubts
     raised as to the validity of the patents in question.

     On June 9, 2005, NTP filed its Response with the CAFC, in which it
     opposes RIM's motion and alleges there was, and is, no settlement
     agreement reached by the parties. NTP's Response asks the CAFC to dispose
     of RIM's petition for rehearing, and remand the patent dispute to the
     District Court for the further proceedings contemplated in the CAFC's
     December 14, 2004 decision. On June 13, 2005, RIM filed its Reply with
     the CAFC.

     During the first quarter of fiscal 2006, the Company recorded an expense
     of $6.5 million to account for incremental current and estimated legal
     and professional fees.

     As at the end of the Company's current fiscal period, the likelihood of
     any further loss and the ultimate amount of such 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
     May 28, 2005. The actual resolution of the NTP matter may materially
     differ from the provisions recorded as at May 28, 2005 as a result of
     future rulings by the courts, therefore potentially causing future
     quarterly or annual financial reporting to be materially affected, either
     adversely or favorably. If a further injunction is granted to NTP and RIM
     is not able to promptly vacate, stay or overturn the injunction, provide
     services or products outside the scope of the NTP patents, or enter into
     a license with NTP on reasonable terms: (a) RIM may be unable to continue
     to export or make available for sale its wireless handhelds and software
     into the United States and/or make available BlackBerry service to users
     in the United States, which is the largest market for RIM's products and
     services; and (b) the Company may have to terminate the contractual
     arrangements with its customers, carriers and resellers in the United
     States, and the Company could be subject to claims for any losses
     incurred or claims against such customers, carriers and resellers.

11. INCOME TAXES

     For the first three months of fiscal 2006, the Company's net income tax
     expense was $17.4 million or a net effective rate of 11.6%. During the
     quarter the expected tax provision was reduced by $27.0 million or 18.0%
     as a result of the Company realizing incremental cumulative investment
     tax credits ("ITC's") attributable to prior fiscal years. ITC's are
     generated as a result of the Company incurring eligible scientific
     research and experimental development ("SR&ED") expenditures, which,
     under the "flow-through" method, are credited as a recovery of income tax
     expense. The Company recorded this $27.0 million reduction in its
     deferred income tax provision as a result of a favourable tax ruling. The
     tax ruling determined that stock option benefits are considered eligible
     SR&ED expenditures.

     The Company has recorded a valuation allowance of $nil on its deferred
     tax assets (February 26, 2005 - $nil).


                                      10
<PAGE>

                          Research In Motion Limited

                Notes To The Consolidated Financial Statements
                                   U.S. GAAP
        For The Three Month Periods Ended May 28, 2005 and May 29, 2004
                                  (unaudited)
   In thousands of United States dollars, except per share data, and except
                            as otherwise indicated


     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.

12. EARNINGS PER SHARE

     The following table sets forth the computation of basic and diluted
earnings per share:

<TABLE>
<CAPTION>

                                                                                           For the three months ended
                                                                                          May 28,             May 29,
                                                                                           2005                2004
                                                                                         ----------------------------------
<S>                                                                                         <C>                 <C>
Numerator for basic and diluted earnings per share available to common stockholders         $  132,520          $    54,972

Denominator in 000's of shares:
Denominator for basic earnings per share - weighted average shares outstanding                 190,098              185,856

Effect of dilutive securities:

  Employee stock options                                                                         7,774               10,522
                                                                                         ----------------------------------
Denominator for diluted earnings per share -  adjusted weighted-average shares and
assumed conversions                                                                            197,872              196,378
                                                                                         ==================================
Earnings per share
  Basic                                                                                       $   0.70           $     0.30
  Diluted                                                                                     $   0.67           $     0.28
</TABLE>

13. CONTINGENCIES

(a) Credit Facility

     The Company has a $70 million Letter of Credit Facility ("the Facility")
     with a Canadian financial institution and had previously utilized $48
     million of the Facility in order to secure the Company's liability and
     funding obligation in the NTP matter, as described in note 10. During
     fiscal 2004 and pending the completion of the appeals process, the
     Company, with the approval of the Court, posted a Standby Letter of
     Credit ("LC") in the amount of $48 million so as to guarantee the
     monetary damages of the Court's Final Order. The LC amount of $48 million
     excludes the fiscal 2004 and 2005 quarterly deposit obligations being
     funded into the escrow bank account, which are shown as Restricted cash
     on the Company's Consolidated Balance Sheets. Upon payment of the
     resolution amount and receipt of Court approval, the Company intends to
     cancel this LC.


                                      11
<PAGE>

                          Research In Motion Limited

                Notes To The Consolidated Financial Statements
                                   U.S. GAAP
        For The Three Month Periods Ended May 28, 2005 and May 29, 2004
                                  (unaudited)
   In thousands of United States dollars, except per share data, and except
                            as otherwise indicated


     The Company has utilized an additional $5.8 million of the Facility to
     secure other operating and financing requirements. $16.2 million of the
     Facility was unused as at May 28, 2005. The Company has pledged specific
     investments as security for this Facility.

     The Company has additional credit facilities in the amount of $16.1
     million to support and secure other operating and financing requirements;
     as at May 28, 2005, $14.6 million of these facilities was unused. A
     general security agreement, a general assignment of book debts and cash
     has been provided as collateral for these facilities.

(b) Other Litigation

     RIM received a letter in the first quarter of fiscal 2004 wherein Inpro
     II Licensing S.a.r.l. ("Inpro II") suggested that RIM may require a
     license of two patents held by Inpro II. In November 2003, Inpro II filed
     an action in the U.S. District Court for the District of Delaware (the
     "Action") asserting US Patent No. 6,523,079 (the "Patent") against both
     RIM and one of its customers. In very general terms, the Patent relates
     to electronic devices having user-operable input means such as a thumb
     wheel. Inpro II sought a preliminary and permanent injunction and an
     unspecified amount of damages. The parties stipulated to a Final
     Judgment, which was issued December 28, 2004 dismissing the Action on the
     basis that RIM and its customer do not infringe on the Patent. On January
     21, 2005, Inpro II filed a Notice of Appeal with the Court of Appeals for
     the Federal Circuit in Washington DC, which appeal remains pending. At
     this time, the likelihood of damages or recoveries and the ultimate
     amounts, if any, with respect to the Action is not determinable.
     Accordingly, no amount has been recorded in these consolidated financial
     statements as at May 28, 2005.

     On March 22, 2005 a complaint was filed on behalf of the Board of Regents
     of the University Of Texas System ("UT") in the United States District
     Court for the Western District of Texas, Austin Division, against RIM
     (and its U.S. subsidiary), along with 17 other Defendants, alleging
     infringement of United States Patent No. 4,674,112 (the "UT Patent"). The
     UT Patent, titled "Character Pattern Recognition and Communications
     Apparatus", was filed on September 6, 1985 and has an expiration date of
     September 6, 2005. The complaint alleges that RIM's 7100t handheld
     products sold in the United States infringe the UT Patent. UT is seeking
     unspecified damages and temporary and permanent injunctive relief against
     all Defendants, including RIM.

     In addition, RIM has received communications from Eatoni Ergonomics, Inc.
     ("Eatoni"), which allege that RIM's 7100 BlackBerry handheld product
     infringes the claims of United States Patent No. 6,885,317 (the "317
     Patent"), titled "Touch-Typable Devices Based On Ambiguous Codes And
     Methods To Design Such Devices", which was issued on April 26, 2005. On
     April 28, 2005, RIM filed a declaratory judgment action against Eatoni in
     the U.S. District Court for the Northern District of Texas, Dallas
     Division, in which RIM seeks a ruling that the 317 Patent is invalid and
     not infringed by RIM. On May 4, 2005, Eatoni filed a complaint in the
     U.S. District Court for the Southern District of New York against RIM, in
     which Eatoni seeks a ruling that the 317 Patent is infringed by RIM's
     7100 series devices. On May 25, 2005, RIM filed a motion in the United
     States District Court for the Southern District of New York, in which RIM
     seeks a ruling to dismiss, or in the alternative to stay, this action
     under the first-to-file doctrine. The first-to-


                                      12
<PAGE>

                          Research In Motion Limited

                Notes To The Consolidated Financial Statements
                                   U.S. GAAP
        For The Three Month Periods Ended May 28, 2005 and May 29, 2004
                                  (unaudited)
   In thousands of United States dollars, except per share data, and except
                            as otherwise indicated


     file doctrine mandates that the United States District Court for the
     Northern District of Texas, Dallas Division, in the first instance,
     determine which case will proceed. On May 26, 2005 Eatoni filed a motion
     in the United States District Court for the Northern District of Texas to
     dismiss or, alternatively, to move jurisdiction of the Texas action to
     the United States district Court for the Southern District of New York.
     At this time, the likelihood of damages or recoveries and the ultimate
     amounts, if any, with respect to the Eatoni action is not determinable.
     Accordingly, no amount has been recorded in these consolidated financial
     statements as at May 28, 2005.

     On May 16, 2005, Antor Media Corporation ("Antor") filed a complaint in
     the United States District Court for the Eastern District of Texas,
     Marshall Division, against RIM's U.S. subsidiary, Research In Motion
     Corporation, along with 11 other defendants, alleging infringement of
     United States Patent No. 5,734,961 (the "961 Patent") titled "Methods and
     Apparatus for Transmitting Information Recorded on Information Storage
     Means from a Central Server to Subscribers via a High Data Rate Digital
     Telecommunications Network", was issued on March 31, 1998 and has an
     expiration date of November 7, 2011. The complaint alleges that RIM's
     products and services relating to the downloading of media, such as
     video, music and ringtones, infringe the 961 Patent. RIM and Antor Media
     Corporation have agreed to an extension of time until July 14, 2005 for
     RIM to answer the complaint. At this time, the likelihood of damages or
     recoveries and the ultimate amounts, if any, with respect to the Antor
     action is not determinable. Accordingly, no amount has been recorded in
     these consolidated financial statements as at May 28, 2005.

     By letter dated February 16, 2004, T-Mobile Deutschland GmbH ("TMO-DG")
     and T-Mobile International AG (collectively, "TMO") served RIM's
     wholly-owned UK subsidiary Research In Motion UK Limited ("RIM-UK"), with
     a third party notice in relation to litigation in Germany (the "Neomax
     Litigation") in which the plaintiff, Neomax Co., Ltd. ("Neomax"),
     formerly Sumitomo Special Metals Co., Ltd., brought an action against TMO
     in relation to cell phones sold by TMO in Germany for alleged
     infringement of a European Patent purportedly owned by Neomax, which in
     very general terms, relates to magnets installed as components in cell
     phones (the "Neomax Patent"). TMO's third party notice seeks unquantified
     indemnification claims against RIM UK (and against the other cell phone
     manufacturers named in the third party notice) for damages incurred by
     TMO in the Neomax Litigation. RIM UK has joined the Neomax Litigation as
     an impleaded party and has further impleaded its supplier of the accused
     components in order to seek indemnification. RIM UK filed a brief in
     support of TMO's appeal on February 28, 2005, the hearing which will not
     take place before the fourth quarter of calendar year 2005. At this time,
     the likelihood of damages or recoveries and the ultimate amounts, if any,
     with respect to the Neomax litigation (or any related litigation) is not
     determinable. Accordingly, no amount has been recorded in these
     consolidated financial statements as at May 28, 2005.

     On May 9, 2005, RIM UK filed an action against Inpro Licensing S.a.r.l.
     ("Inpro") and Lextron Systems, Inc. in the High Court of Justice
     (Chancery Division, Patents Court) (the "High Court") in London, England.
     The action seeks a declaration that the UK patent, designated under
     European Patent EP 0892947B1, is invalid and an order that the patent be
     revoked. In very general terms, the Patent relates to a proxy-server
     system for computers accessing servers on the Internet. The High Court
     ordered that a streamlined procedure should apply to this action with a
     two day trial to take place as soon as possible


                                      13
<PAGE>

                          Research In Motion Limited

                Notes To The Consolidated Financial Statements
                                   U.S. GAAP
        For The Three Month Periods Ended May 28, 2005 and May 29, 2004
                                  (unaudited)
   In thousands of United States dollars, except per share data, and except
                            as otherwise indicated


     after November 21, 2005, but before December 31, 2005. At this time there
     is no action or counterclaim for infringement of the relevant patent. If
     an infringement action is commenced or a counterclaim is made for
     infringement then the patent owner will seek damages for the alleged
     infringement. At this time, the likelihood of damages or recoveries and
     the ultimate amounts, if any, with respect to this litigation (or any
     related litigation) is not determinable. Accordingly, no amount has been
     recorded in these consolidated financial statements as at May 28, 2005.

     By letter dated February 3, 2005 (the "Letter"), TMO-DG delivered to
     RIM-UK notice of a claim for indemnity in relation to litigation in
     Germany in which the plaintiff, Inpro, brought action against TMO-DG (the
     "Litigation") for infringement of European Patent EP 0892947B1 (the
     "Patent"). In very general terms, the Patent relates to a proxy-server
     system for computers accessing servers on the Internet. The Letter
     purports to put the Company on notice that TMO-DG will seek
     indemnification in relation to the Litigation, which seeks damages and
     injunctive relief in relation to TMO-DG's supply, distribution and sale
     of BlackBerry handhelds and software in Germany. During the first quarter
     of fiscal 2006, the Company joined the Litigation as an intervening party
     in support of the defendant TMO-DG. The Court has set a hearing date for
     January 2006. At this time, the likelihood of damages or recoveries and
     the ultimate amounts, if any, with respect to this litigation (or any
     related litigation) is not determinable. Accordingly, no amount has been
     recorded in these consolidated financial statements as at May 28, 2005.

     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.  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 three months ended May 28, 2005, as well as the
     accrued warranty obligations as at May 28, 2005, are set forth in the
     following table:


                                      14
<PAGE>

                          Research In Motion Limited

                Notes To The Consolidated Financial Statements
                                   U.S. GAAP
        For The Three Month Periods Ended May 28, 2005 and May 29, 2004
                                  (unaudited)
   In thousands of United States dollars, except per share data, and except
                            as otherwise indicated

<TABLE>
<CAPTION>

<S>                                                                            <C>
Accrued warranty obligations as at February 26, 2005                           $  14,657
Warranty costs incurred for the three months ended May 28, 2005                  (2,243)
Warranty provision for the three months ended May 28, 2005                         4,536
Adjustments for changes in estimate for the three months ended May 28, 2005        1,263
                                                                               ----------
Accrued warranty obligations as at May 28, 2005                                $  18,213
                                                                               ==========
</TABLE>


16. CASH FLOW INFORMATION

Net changes in working capital items:

                                       For the Three Months Ended
                                         May 28            May 29
                                          2005              2004
                                      -----------------------------
Trade receivables                     $ (20,257)        $  (25,751)
Other receivables                       (10,676)             3,634
Inventory                                12,097            (18,572)
Other current assets                     (2,454)            (2,196)
Accounts payable                         (7,723)             6,565
Accrued liabilities                      15,129             26,959
Accrued litigation                        3,337             15,184
Restricted cash                         (23,513)           (15,216)
Income taxes payable                        447                 85
Deferred revenue                            732             (1,365)
                                      -----------------------------
                                      $ (32,881)        $  (10,673)
                                      =============================

17. COMPARATIVE FIGURES

     Certain of the comparative figures have been reclassified to conform to
the current year presentation.


                                      15
<PAGE>
                                                                 DOCUMENT 3


<PAGE>


                          Research In Motion Limited
               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations
                    For the Three Months Ended May 28, 2005




                          RESEARCH IN MOTION LIMITED

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR THE THREE MONTHS ENDED MAY 28, 2005 COMPARED TO THE THREE
MONTHS ENDED MAY 29, 2004

June 30, 2005























                                      1

<PAGE>


                          Research In Motion Limited
               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations
                    For the Three Months Ended May 28, 2005



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 the unaudited
interim consolidated financial statements and the accompanying notes (the
"Consolidated Financial Statements") of Research In Motion Limited ("RIM" or
the "Company") for the three months ended May 28, 2005 and the Company's MD&A
for the year ended February 26, 2005 dated May 3, 2005. The Consolidated
Financial Statements have been prepared in accordance with United States
generally accepted accounting principles ("U.S. GAAP").

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.

RIM has prepared the MD&A with reference to National Instrument 51-102
"Continuous Disclosure Obligations" of the Canadian Securities Administrators.
This MD&A is prepared as of June 30, 2005.

Additional information about the Company, including the Company's Annual
Information Form, can be found on SEDAR at www.sedar.com and on the Securities
and Exchange Commission's website at www.sec.gov.com.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This MD&A contains forward-looking statements within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995, including statements
relating to:

     o    the Company's views regarding the binding and enforceable nature of
          its Term Sheet with NTP, Inc. ("NTP");
     o    the Company's expectations with respect to the average sales price
          and monthly average revenue per unit for its BlackBerry handhelds in
          fiscal 2006;
     o    the Company's estimates regarding earnings sensitivity relating to
          warranty expense;
     o    the Company's expectations regarding the average selling price
          ("ASP") of its BlackBerry handhelds and the monthly average revenue
          per unit ("ARPU") for service;
     o    the Company's estimate regarding revenue sensitivity for the effect
          of a change in ASP on its handheld revenues;
     o    the Company's expectations relating to migration of its direct
          BlackBerry subscriber base to its carrier customers;
     o    RIM's revenue and earnings expectations;
     o    anticipated growth in RIM's subscriber base; and
     o    the Company's expectations with respect to the sufficiency of its
          financial resources;

The words "expect", "anticipate", "estimate", "may", "will", "should",
"intend", "believe", "plan" and similar expressions are intended to identify
forward-looking statements. Forward-looking statements are based on estimates
and assumptions made by RIM in light of its experience and its perception of
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



                                       2

<PAGE>

differ materially from those expressed or implied by the forward-looking
statements, including, without limitation, the following factors, which are
discussed in greater detail in the "Risk Factors" section of RIM's Annual
Information Form, which is included in RIM's Annual Report on Form 40-F
(copies of which filings may be obtained at www.sedar.com and www.sec.gov):

     o    the outcome of RIM's litigation with NTP;
     o    third-party claims for infringement of intellectual property rights
          by RIM, and the outcome of any litigation with respect thereto;
     o    RIM's ability to successfully obtain patent or other proprietary or
          statutory protection for its technologies and products;
     o    RIM's ability to enhance current products and develop and introduce
          new products;
     o    the efficient and uninterrupted operation of RIM's network
          operations center and the networks of its carrier partners;
     o    RIM's ability to establish new, and to build on existing,
          relationships with its network carrier partners and licensees;
     o    the occurrence or perception of a breach of RIM's security measures,
          or an inappropriate disclosure of confidential or personal
          information;
     o    the continued quality and reliability of RIM's products;
     o    RIM's dependence on its carrier partners to grow its BlackBerry
          subscriber base;
     o    RIM's reliance on its suppliers for functional components and the
          risk that suppliers will not be able to supply components on a
          timely basis;
     o    competition;
     o    effective management of growth and ongoing development of RIM's
          service and support operations;
     o    reduced spending by customers due to the uncertainty of economic and
          geopolitical conditions;
     o    risks associated with RIM's expanding foreign operations;
     o    RIM's dependence on a limited number of significant customers;
     o    fluctuations in quarterly financial results and difficulties in
          forecasting the Company's growth rate for BlackBerry subscribers;
     o    reliance on third-party network developers and software platform
          vendors;
     o    foreign exchange risks;
     o    changes in interest rates affecting RIM's investment portfolio and
          the creditworthiness of its investment portfolio;
     o    RIM's ability to manage production facilities;
     o    dependence on key personnel;
     o    government regulation of wireless spectrum and radio frequencies;
     o    continued use and expansion of the Internet;
     o    regulation, certification and health risks; and
     o    tax liabilities, resulting from changes in tax laws or otherwise,
          associated with RIM's worldwide operations.


                                      3
<PAGE>


                          Research In Motion Limited
               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations
                    For the Three Months Ended May 28, 2005


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 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 email, phone, SMS (short message service), personal
organizer, Internet and intranet-based data applications. RIM also licenses
its technology to handset and software vendors to enable these companies to
offer wireless data services using the BlackBerry Enterprise Server ("BES")
and BlackBerry Internet Service ("BIS"). RIM technology also enables a broad
array of third-party developers and manufacturers to enhance their products
and services with wireless connectivity. RIM's products, services and embedded
technologies are commercially available through a variety of offerings
including the BlackBerry wireless platform, technical support services and
BlackBerry licensing relationships. The Company's sales and marketing efforts
include collaboration with strategic partners and distribution channel
relationships to promote the sales of its products and services as well as its
own supporting sales and marketing teams.

Sources of Revenue

RIM's primary revenue stream is its BlackBerry wireless solution, which
includes sales of wireless handhelds, software and service. The BlackBerry
wireless solution primarily provides users with a wireless extension of their
work and personal email accounts, including Microsoft Outlook, Lotus Notes,
MSN/Hotmail, Novell Groupwise and POP3/ISP email.

RIM generates revenues from sales of BlackBerry wireless handhelds, which
provide users with the ability to send and receive wireless messages and data,
and which integrate a mobile phone with other wireless data applications.
RIM's BlackBerry wireless handhelds also incorporate a personal organizer
including contact and calendar functionality, which can synchronize with the
user's desktop PIM (personal information management) system, and have
web-browsing capability.

RIM generates revenues from service billings to its BlackBerry subscriber base
in one of two forms: (i) a monthly infrastructure access ("relay") fee to a
carrier/distributor where a carrier or other distributor bills the BlackBerry
subscriber; 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.

An important part of RIM's BlackBerry enterprise wireless solution is the
software that is installed on desktop computers and/or at the corporate server
level. Software revenues include fees from (i) licensing RIM's BES software;
(ii) client access licenses ("CALs"), which are charged for each subscriber
using the BlackBerry service; and (iii) technical support, maintenance and
upgrades to software. In addition, the BlackBerry wireless solution, through


                                      4
<PAGE>

                          Research In Motion Limited
               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations
                    For the Three Months Ended May 28, 2005


its Mobile Data Service functionality, allows users to access data from their
enterprise and intranet applications using the BlackBerry architecture.

RIM's BlackBerry licensing programs, BlackBerry Connect and BlackBerry
Built-In, enable mobile device manufacturers to equip their handsets with the
integrated ability to connect to a BES and are designed to help provide a more
open, global platform and address the distinct needs of end users, IT
departments, carriers and licensees. RIM's BIS-related services use the same
wireless architecture and infrastructure that is being used by RIM's
enterprise BlackBerry handheld customers.

Revenues are also generated from sales of accessories, repair programs and
non-recurring engineering services ("NRE").

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

GENERAL

The preparation of the 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. These estimates and assumptions are based upon management's
historical experience and are believed by management to be reasonable under
the circumstances. Such estimates and assumptions 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 significantly from these estimates.

The Company's critical accounting policies and estimates have been reviewed
and discussed with the Company's Audit Committee. Except as disclosed below,
there have been no changes to the Company's critical accounting policies and
estimates from those disclosed as at February 26, 2005.

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 paragraphs describe the specific revenue
recognition policies for each major category of revenue.

    Handhelds

    Revenue from the sale of BlackBerry handhelds 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").


                                      5
<PAGE>

    If the historical data the Company uses to estimate product returns does
    not properly reflect future returns, these estimates could be revised.
    Future returns, if they were higher than estimated, would result in a
    reduction of revenue. To date, returns of handhelds and other products
    have been negligible. As a result, the Company's accrual with respect to
    such product returns is not significant.

    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 prebilling is recorded as deferred revenue.

    Software

    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.

    Other

    Revenue from the sale of accessories 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 applicable warranties,
    royalties and estimated product returns. Revenue for non-recurring
    engineering contracts is recognized as specific contract milestones are
    met. The attainment of milestones approximates actual performance. Revenue
    from repair and maintenance programs is recognized when the service is
    delivered which is when the title is transferred to the customer and all
    significant contractual obligations that affect the customer's final
    acceptance have been fulfilled.

    Multiple-Element Arrangements

    The Company enters into transactions that represent multiple-element
    arrangements, which may include any combination of hardware, service and
    software. These multiple-element arrangements are assessed to determine
    whether they can be separated into more than one unit of accounting or
    element for the purpose of revenue recognition. When the appropriate
    criteria for separating revenue into more than one unit of accounting is
    met and there is vendor specific objective evidence of fair value for all
    units of accounting or elements in an arrangement, the consideration is
    allocated to the separate units of accounting or elements based on each
    unit's relative fair value. This vendor specific objective evidence of
    fair value is established through prices charged for each revenue element
    when that element is sold separately. The revenue recognition policies
    described above are then applied to each unit of accounting.


                                      6
<PAGE>

                          Research In Motion Limited
               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations
                    For the Three Months Ended May 28, 2005



    Allowance for Doubtful Accounts and Bad Debt Expense

    The Company is dependent on a number of significant customers and on large
    complex contracts with respect to sales of the majority of its products,
    software and services. The Company expects increasing trade receivables
    balances with its large customers to continue as it sells an increasing
    number of its wireless handheld and software products and service relay
    access through network carriers and resellers rather than directly. The
    Company evaluates the collectibility of its trade receivables based upon a
    combination of factors on a periodic basis.

    When the Company becomes aware of a 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 financial position and
    payment experience), RIM records a specific bad debt provision to reduce
    the customer's 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 labor
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 an assessment of inventory during each reporting
period, which includes a review of, among other factors, demand requirements,
component part purchase commitments of the Company and certain key suppliers,
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 that differ from
the Company's estimates could become necessary. 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

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.

Intangible assets are stated at cost less accumulated amortization and are
comprised of licenses, patents and acquired technology. The largest component
of Intangible assets is the net book value of licenses. Under certain such


                                      7
<PAGE>


                          Research In Motion Limited
               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations
                    For the Three Months Ended May 28, 2005


license agreements, RIM is committed to current and future royalty payments
based on the sales of products using certain licensed technologies. The
Company recognizes its liability for royalty payments in accordance with the
terms of the license agreements. Where license agreements are not yet
finalized, RIM recognizes its current estimates of the obligation in Accrued
liabilities on the Consolidated Balance Sheets. When the license agreements
are subsequently finalized, the estimate is revised accordingly. License
agreements involving up-front lump sum payments are capitalized as part of
Intangible assets and are then amortized over the lesser of five years or on a
per unit basis based upon the Company's projected number of units to be sold
during the terms of the license agreements. See "Results of Operations - Gross
Margin" and "Results of Operations - Amortization". Unforeseen events, changes
in circumstances and market conditions, adverse determinations by a court or a
regulator, and material differences in the value of licenses and other
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. Intangible assets are reviewed quarterly to
determine if any events have occurred that would warrant further review. In
the event that a further assessment is required, the Company will analyze
estimated undiscounted future cash flows to determine whether the carrying
value of the intangible asset will be recovered.

Patents include all costs necessary to acquire intellectual property such as
patents and trademarks, as well as legal costs arising out of litigation
relating to the assertion of any Company-owned patents. The Company is
currently involved in patent litigation where it is seeking to protect its
patents (see note 13(b) to the Consolidated Financial Statements). If the
Company is not successful in such litigation to protect its patents, RIM will
review the related intangible asset balance, including previously capitalized
litigation costs, for impairment.

In connection with business acquisitions completed by the Company, the Company
identifies and estimates the fair value of net 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 net assets acquired is assigned to goodwill.
Goodwill is assessed for impairment on an annual basis.

LITIGATION

The Company is currently involved in patent litigation with NTP, Inc. ("NTP")
where it is seeking to defend itself in a patent infringement suit (the "NTP
matter" - see "Results of Operations - Litigation" and note 10 to the
Consolidated Financial Statements).

Change in Estimate During the First Quarter of Fiscal 2006

During the fourth quarter of fiscal 2005, the Company and NTP entered into
negotiations, which concluded with the parties announcing the signing of a
binding term sheet (the "Term Sheet") on March 16, 2005, that resolves the
current litigation between them. As part of the resolution, RIM will pay $450
million (the "resolution amount") to NTP in final and full resolution of all
claims to date against RIM, as well as for a fully-paid up license (the "NTP
license") going forward. During the fourth quarter of fiscal 2005, the Company
adjusted its estimate and recorded an incremental provision of $294.2 million
on the Consolidated Statements of Operations, which includes the remaining


                                      8
<PAGE>


                          Research In Motion Limited
               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations
                    For the Three Months Ended May 28, 2005


resolution amount and estimated legal fees, net of provisions previously
recorded, and the acquisition of a $20 million intangible asset. On June 9,
2005, RIM announced that, due to an impasse in the process of finalizing a
definitive licensing and settlement agreement with NTP, RIM was taking court
action to enforce the binding Term Sheet agreed upon and jointly announced by
RIM and NTP on March 16, 2005. As it is still the Company's view that there is
a binding Term Sheet in place, the Company is maintaining the accounting
treatment of the $450 million resolution amount in the first quarter of fiscal
2006.

During the first quarter of fiscal 2006, the Company recorded an incremental
provision of $6.5 million with respect to current and estimated future costs
for legal and professional fees, as a result of RIM's enforcement proceedings
related to the Term Sheet.

WARRANTY

The Company provides for the estimated costs of product warranties at the time
revenue is recognized. BlackBerry handheld products are generally covered by a
time-limited warranty for varying periods of time. The Company's warranty
obligation is affected by product failure rates, changes in warranty periods,
regulatory developments with respect to warranty obligations in the countries
in which the Company carries on business, freight expense, and material usage
and other related repair costs.

The Company's estimates of costs are based upon historical experience and
expectations of future return rates and unit warranty repair cost. To the
extent that the Company experiences changes in warranty activity, or changes
to costs associated with servicing those obligations, revisions to the
estimated warranty liability would be required.

Change in Estimate During the First Quarter of Fiscal 2006

During the current fiscal period, RIM increased its estimated warranty accrued
liability by net $1.3 million, or 0.3% of consolidated revenue, as a result of
a net increase in both the unit warranty repair costs and in the current and
expected future returns (for warranty repair) rates for certain of its
handheld product lines.

Earnings Sensitivity

The Company estimates that a 10% change to either the current average unit
warranty repair cost, measured against the handheld sales volumes currently
under warranty as at May 28, 2005, or to the current average warranty return
rate, would have resulted in adjustments to warranty expense and pre-tax
earnings of approximately $1.5 million.

Investments

Investments classified as available for sale under Statement of Financial
Accounting Standards 115 are carried at market value. Changes in market values
are accounted for through accumulated other comprehensive income, until such


                                      9
<PAGE>


                          Research In Motion Limited
               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations
                    For the Three Months Ended May 28, 2005



investments mature or are sold. The Company does not exercise significant
influence with respect to any of these investments.

The Company assesses declines in the value of individual investments for
impairment to determine whether the decline is other-than-temporary. The
Company makes this assessment by considering available evidence, including
changes in general market conditions, specific industry and individual company
data, the length of time and the extent to which the market value has been
less than cost, the financial condition and the near-term prospects of the
individual investment. In the event that a decline in the fair value of an
investment occurs and the decline in value is considered to be other than
temporary, an appropriate write-down would be recorded.

INCOME TAXES

The Company uses the flow-through method to account for investment tax credits
("ITC's") earned on eligible scientific research and development ("SR&ED")
expenditures. Under this method, the ITC's are recognized as a reduction in
income tax expense. The liability method of tax allocation is used to account
for income taxes. Under this method, deferred income tax assets and
liabilities are determined based upon differences between the financial
reporting and tax bases of assets and liabilities, and measured using enacted
tax rates and laws that will be in effect when the differences are expected to
reverse. The Company's deferred tax asset balance represents temporary
differences between the financial reporting and tax basis of assets and
liabilities, including research and development costs and incentives,
financing costs, capital assets, non-deductible reserves, and operating loss
carryforwards, net of valuation allowances. The Company considers both
positive evidence and negative evidence, to determine whether, based upon the
weight of that evidence, a valuation allowance is required. Judgment is
required in considering the relative impact of negative and positive evidence.
The Company records a valuation allowance to reduce deferred income tax assets
to the amount that is more likely than not to be realized.

Should RIM determine that it is more likely than not that it will not be able
to realize all or part of its deferred tax assets in future fiscal periods,
the valuation allowance would be increased, resulting in a decrease to net
income in the reporting periods when such determinations are made.

Change in Estimate

During the quarter, the tax provision was reduced by $27.0 million as a result
of the Company realizing incremental cumulative investment tax credits
attributable to prior fiscal years. See "Results of Operations - Income Taxes"
and note 11 to the Consolidated Financial Statements.

STOCK-BASED COMPENSATION

The Company has a stock-based compensation plan, which is described in note
3(b) to the Consolidated Financial Statements. Stock options are granted with
an exercise price equal to the fair market value of the shares on the day of
grant of the options. Any consideration paid by employees on exercise of stock
options is credited to share capital. Compensation expense is recognized when
stock options are issued with an exercise price of the stock option that is
less than the market price of the underlying stock on the date of grant. The



                                      10
<PAGE>

                          Research In Motion Limited
               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations
                    For the Three Months Ended May 28, 2005


difference between the exercise price of the stock option and the market price
of the underlying stock on the date of grant is recorded as compensation
expense ("intrinsic value method"). As the exercise price of options granted
by the Company is equal to the market value of the underlying stock at the
date of grant, no compensation expense has been recognized. This method is
consistent with U.S. GAAP, APB Opinion 25, Accounting for Stock Issued to
Employees.

On December 16, 2004, the Financial Accounting Standards Board ("FASB") issued
amended Statement of Financial Accounting Standards 123 ("SFAS 123(R)")
Accounting for Share-Based Payment, which requires all companies to use the
fair-value based method of accounting for stock-based compensation, and is in
effect for all interim periods beginning after June 15, 2005. SFAS 123(R)
requires that all companies adopt either the modified prospective transition
("MPT") or modified retrospective transition ("MRT") approach. Stock
compensation expense calculated using the MPT approach would be recognized on
a prospective basis in the financial statements over the requisite service
period, while the MRT method allows a restatement of prior period for amounts
previously recorded as proforma expense.

On April 14, 2005, the SEC announced that it would provide for a phased-in
implementation process for SFAS 123(R). The Company will now be required to
adopt a fair-value based method in the first quarter of fiscal 2007.

STOCK SPLIT

The Company declared an effective two-for-one stock split in the form of a
one-for-one stock dividend payable on June 4, 2004 to all shareholders of
record on May 27, 2004. All earnings per share data for prior periods have
been adjusted to reflect this stock split. See "Results of Operations - Net
Income" and note 3(a) to the Consolidated Financial Statements.

COMMON SHARES OUTSTANDING

On June 29, 2005, there were 190,785,277 common shares and 10,430,505 options
to purchase common shares outstanding.


SUMMARY RESULTS OF OPERATIONS - FIRST QUARTER OF FISCAL 2006 COMPARED TO THE
FIRST QUARTER OF FISCAL 2005

The following table sets forth certain unaudited consolidated statement of
operations data, which is expressed in thousands of dollars and as a
percentage of revenue for the interim periods indicated, and unaudited
consolidated balance sheet data, which is expressed in thousands of dollars,
as at May 28, 2005:


                                      11
<PAGE>


                          Research In Motion Limited
               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations
                    For the Three Months Ended May 28, 2005


<TABLE>
<CAPTION>

                                                                                                               Change
                                                      As at and for the Three Months Ended                       Q1
                                                   May 28, 2005                   May 29, 2004               2006/2005
                                             -------------------------------------------------------------------------
                                                             (in thousands, except for per share amounts)
<S>                                          <C>            <C>             <C>               <C>            <C>
Revenue                                      $ 453,948      100.0%          $ 269,611         100.0%         $ 184,337
Cost of sales                                  203,731       44.9%            134,978          50.1%            68,753
                                             -------------------------------------------------------------------------
Gross margin                                   250,217       55.1%            134,633          49.9%           115,584
                                             -------------------------------------------------------------------------
Expenses
 Research and development                       34,534        7.6%             20,379           7.6%            14,155
 Selling, marketing and administration          62,871       13.8%             40,822          15.1%            22,049
 Amortization                                   10,283        2.3%              9,048           3.4%             1,235
                                             -------------------------------------------------------------------------
  Sub-total                                    107,688       23.7%             70,249          26.1%            37,439
                                             -------------------------------------------------------------------------
Litigation (1)                                   6,475        1.4%             15,579           5.8%            (9,104)
                                             -------------------------------------------------------------------------
                                               114,163       25.1%             85,828          31.8%            28,335
                                             -------------------------------------------------------------------------
Income from operations                         136,054       30.0%             48,805          18.1%            87,249
Investment income                               13,816        3.0%              6,460           2.4%             7,356
                                             -------------------------------------------------------------------------
Income before income taxes                     149,870       33.0%             55,265          20.5%           94,605
Provision for income tax (2)                    17,350        3.8%                293             -           (17,057)
                                             -------------------------------------------------------------------------
Net income                                   $ 132,520       29.2%          $  54,972          20.4%         $  77,548
                                             =========================================================================
Earnings per share (3)
 Basic                                        $   0.70                       $   0.30                         $   0.40
                                              ========                       ========                         ========
 Diluted                                      $   0.67                       $   0.28                         $   0.39
                                              ========                       ========                         ========
Total assets                                $2,772,460                    $ 2,040,114
Total liabilities                              649,752                        262,374
Shareholders' equity                        $2,122,708                    $ 1,777,740
</TABLE>


                                      12
<PAGE>


                          Research In Motion Limited
               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations
                    For the Three Months Ended May 28, 2005


Notes:

(1)  See "Results of Operations - Litigation" and note 10 to the Consolidated
     Financial Statements.

(2)  See "Results of Operations - Income Taxes" and note 11 to the
     Consolidated Financial Statements.

(3)  See "Stock Split" and note 3(a) to the Consolidated Financial Statements.

EXECUTIVE SUMMARY

The Company's net income increased by $77.5 million to $132.5 million, or
$0.70 basic earnings per share and $0.67 diluted earnings per share, in the
first quarter of fiscal 2006, compared to $55.0 million, or $0.30 basic
earnings per share and $0.28 diluted earnings per share, in the first quarter
of fiscal 2005.

The key factors that contributed to this net improvement in net income are
discussed below. A more comprehensive analysis of these factors is contained
in "Results of Operations".

FIRST QUARTER 2005 KEY FACTORS

Revenue and resulting gross margin growth

Revenue increased by $184.3 million to $453.9 million in the first quarter of
fiscal 2006 compared to $269.6 million in the preceding year's first quarter.
The number of BlackBerry handhelds sold increased by 362,000, or 75.7%, to
840,000 in the first quarter of fiscal 2006, compared to 478,000 during the
first quarter of fiscal 2005. Service revenue increased by $24.9 million to
$77.0 million, reflecting the Company's increase in BlackBerry subscribers
during the period. Software revenue increased by $23.0 million to $47.4
million in the first quarter of fiscal 2006.

As a direct result of the $184.3 million revenue increase, gross margin
increased by $115.6 million, or 85.9 %, to $250.2 million, or 55.1% of
revenue, in the first quarter of fiscal 2006, compared to $134.6 million, or
49.9% of revenue, in the same period of the previous fiscal year. The increase
of 5.2% in gross margin in the first quarter of fiscal 2006 is attributable to
the Company's continuing cost reduction efforts for its BlackBerry handhelds
and service revenue streams, increased cost efficiencies as a result of the
increase in handheld volumes and subscribers, increased software and NRE
revenues, as well as favourable changes in BlackBerry handheld product mix.
See also "Results of Operations - Gross Margin".



                                      13
<PAGE>


                          Research In Motion Limited
               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations
                    For the Three Months Ended May 28, 2005



Research and development, Selling, marketing and administration, and
Amortization

The Company continued to invest heavily in research and development, and
sales, marketing and administration during the first quarter of fiscal 2006.
Research and development, Selling, marketing and administration, and
Amortization expenses increased by $37.4 million, or 53.3%, to $107.7 million
in the first quarter of fiscal 2006 from $70.2 million in the first quarter of
fiscal 2005. As a percentage of revenue, Research and development, Selling,
marketing and administration, and Amortization expenses declined to 23.7%
during the first quarter of fiscal 2006 compared to 26.1% in the first three
months of fiscal 2005, reflecting leverage that has been realized due to the
increases in revenues and gross margin.

Litigation charges

Litigation expense totalled $6.5 million in first quarter of fiscal 2006, a
decrease of $9.1 million compared to $15.6 million in comparable period of
fiscal 2005. See "Results of Operations - Litigation" and note 10 to the
Consolidated Financial Statements.

Investment income

Investment income increased by $7.3 million to $13.8 million in the first
quarter of fiscal 2006 from $6.5 million in the comparable period of fiscal
2005, as a result of an increase in cash, cash equivalents, short-term
investments and investments, and improved investment yields.

Income taxes

For the first quarter of fiscal 2006, the Company's income tax expense with
respect to pre-tax earnings was $17.3 million or 11.6%. During the quarter the
expected tax provision was reduced by $27.0 million, or 18.0%, as a result of
the Company realizing incremental cumulative ITC's attributable to prior
fiscal years. See "Results of Operations - Income Taxes" and note 11 to the
Consolidated Financial Statements.

SELECTED QUARTERLY FINANCIAL DATA

The following table sets forth RIM's unaudited quarterly consolidated results
of operations data for each of the eight most recent quarters ended May 28,
2005. The information has been derived from RIM's unaudited interim
consolidated financial statements that, in management's opinion, have been
prepared on a basis consistent with the Company's audited consolidated
financial statements and include all adjustments necessary for a fair
presentation of information when read in conjunction with the Company's
audited consolidated financial statements. RIM's quarterly operating results
have varied substantially in the past and may vary substantially in the
future. Accordingly, the information below is not necessarily indicative of
results for any future quarter.



                                      14
<PAGE>


                          Research In Motion Limited
               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations
                    For the Three Months Ended May 28, 2005


<TABLE>
<CAPTION>

                                                    Fiscal 2006                        Fiscal 2005 Year
                                                      First             Fourth              Third              Second
                                                     Quarter            Quarter            Quarter             Quarter
                                                  --------------------------------------------------------------------
                                                                  (in thousands, except per share data)
<S>                                                <C>                <C>                <C>                 <C>
Revenue                                            $ 453,948          $ 404,802          $ 365,852           $ 310,182

Gross margin                                         250,217            229,924            191,295             158,681

Research and development, Selling,
marketing and administration, and
  amortization expense                               107,688             94,785             84,771              78,046
Litigation (1)                                         6,475            294,194             24,551              18,304
Investment income                                   (13,816)            (11,926)           (10,133)             (8,588)
                                                  --------------------------------------------------------------------
Income (loss) before income taxes                    149,870           (147,129)            92,106              70,919
Provision for (recovery of) income taxes (2)          17,350           (144,556)             1,711                 326
                                                  --------------------------------------------------------------------
Net income (loss)                                  $ 132,520          $  (2,573)         $  90,395           $  70,593
                                                  ====================================================================
Earnings (loss) per share
  Basic                                            $    0.70          $   (0.01)          $   0.48            $   0.38
  Diluted                                          $    0.67          $   (0.01)          $   0.46            $   0.36
-----------------------------------------------------------------------------------------------------------------------
Research and development                           $  34,534          $  29,076          $  27,137           $  24,588
Selling, marketing and administration                 62,871             56,595             49,297              44,016
Amortization                                          10,283              9,114              8,337               9,442
                                                  --------------------------------------------------------------------
                                                   $ 107,688          $  94,785          $  84,771           $  78,046
                                                  ====================================================================
</TABLE>



                                      15
<PAGE>


                          Research In Motion Limited
               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations
                    For the Three Months Ended May 28, 2005


<TABLE>
<CAPTION>

                                                           Fiscal 2005                     Fiscal 2004 Year
                                                             First           Fourth             Third           Second
                                                            Quarter          Quarter           Quarter          Quarter
                                                         --------------------------------------------------------------
                                                                       (in thousands, except per share data)
<S>                                                       <C>              <C>               <C>              <C>
Revenue                                                   $269,611         $210,585          $153,891         $125,679
Gross margin                                               134,633          103,476            72,398           52,968
Research and development, Selling, marketing and
administration, and Amortization                            70,249           56,889            49,132           47,388
Litigation (1)                                              15,579           12,874             9,201            5,653
Investment income                                           (6,460)          (3,624)           (2,264)          (2,222)
                                                         --------------------------------------------------------------
Income before income taxes                                  55,265           37,337            16,329            2,149
Provision for (recovery of) income taxes (2)                   293           (4,200)                -                -
                                                         --------------------------------------------------------------
Net income                                                $ 54,972         $ 41,537          $ 16,329         $  2,149
                                                         ==============================================================
Earnings per share (3)
  Basic                                                    $  0.30          $  0.24           $  0.10          $  0.01
  Diluted                                                  $  0.28          $  0.23           $  0.10          $  0.01

-----------------------------------------------------------------------------------------------------------------------
Research and development                                  $ 20,379         $ 17,877          $ 15,673         $ 14,701
Selling, marketing and administration                       40,822           32,310            26,233           25,424
Amortization                                                 9,048            6,702             7,226            7,263
                                                         --------------------------------------------------------------
                                                          $ 70,249         $ 56,889          $ 49,132         $ 47,388
                                                         ==============================================================

</TABLE>


Notes:
------

(1)  See "Results of Operations - Litigation" and note 10 to the Consolidated
     Financial Statements.

(2)  See "Results of Operations - Income Taxes" and note 11 to the
     Consolidated Financial Statements.

(3)  See "Stock Split" and note 3(a) to the Consolidated Financial Statements.


                                      16
<PAGE>


                          Research In Motion Limited
               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations
                    For the Three Months Ended May 28, 2005


RESULTS OF OPERATIONS

Three months ended May 28, 2005 compared to the three months ended May 29, 2004

REVENUE

Revenue for the first quarter of fiscal 2006 was $453.9 million, an increase
of $184.3 million, or 68.4%, from $269.6 million in the first quarter of
fiscal 2005.

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

<TABLE>
<CAPTION>

                                                                                            Change Fiscal
                                 Q1 2006                     Q1 2005                          2006/2005
                           ---------------------------------------------------------------------------------------

<S>                           <C>               <C>        <C>             <C>          <C>              <C>
Number of handhelds sold            840,000                   478,000                   362,000           75.7%
                           =================             ================             ============================

ASP                           $         374                $      385                 $     (11)          (2.9%)
                           =================             ================             ============================

BlackBerry subscribers at
fiscal period end              3.11 million                 1.34 million               1.77 million      132.0%
                           =================             ================             ============================

Handhelds                     $     314,258     69.2%      $ 184,190       68.3%        $ 130,068         70.6%
Service                              77,042     17.0%         52,153       19.3%           24,889         47.7%
Software                             47,439     10.5%         24,463        9.1%           22,976         93.9%
Other                                15,209      3.3%          8,805        3.3%            6,404         72.7%
                           ---------------------------------------------------------------------------------------

                                  $ 453,948    100.0%      $ 269,611      100.0%        $ 184,337         68.4%
                           =======================================================================================

</TABLE>


Handheld revenues increased by $130.1 million, or 70.6%, to $314.3 million, or
69.2% of consolidated revenues, in the first quarter of fiscal 2006 compared
to $184.2 million, or 68.3%, of consolidated revenues in the first quarter of
fiscal 2005. This increase in handheld revenues over the prior year's period
is primarily attributable to a volume increase of 362,000 units or 75.7% to
approximately 840,000 units in the current fiscal quarter, compared to
approximately 478,000 units in the first quarter of fiscal 2005. ASP decreased
by $11, or 2.9%, to $374 in the current quarter from $385 in the first quarter
of fiscal 2005. The Company expects its ASP to continue to decline over the
longer term as a result of the introduction of its lower priced 7100 series
handhelds during the third quarter of fiscal 2005 and projected future sales
volumes, future new handheld product offerings, a continued drive to expand
the Company's prosumer offering, BIS, and increased competition in the
industry.

The Company estimates that a $10 change in ASP would result in a quarterly
revenue change of approximately $8.4 million, based upon the Company's volume
of handhelds shipped in the first quarter of fiscal 2006.



                                      17
<PAGE>


                          Research In Motion Limited
               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations
                    For the Three Months Ended May 28, 2005


Service revenue increased $24.9 million, or 47.7%, to $77.0 million and
comprised 17.0% of consolidated revenue in the first quarter of fiscal 2006,
compared to $52.2 million, or 19.3% of consolidated revenue in the first
quarter of fiscal 2005. BlackBerry subscribers increased by net 592,000 to
approximately 3.11 million from 2.51 million as at February 26, 2005, compared
to an increase of net 270,000 during the first quarter of fiscal 2005 to
approximately 1.34 million as at May 29, 2004. As expected, the Company
continues to experience some net migration of its direct ("full email")
BlackBerry subscriber base to its carrier customers, for whom RIM provides
lower priced "relay" services. The Company expects this net migration to
continue as data-only BlackBerry subscribers upgrade to voice-enabled
handhelds. Consequently, the ARPU for service is expected to continue to
decline in fiscal 2006 as a result of: i) the aforementioned migration; and
ii) the continuing net increase in the BlackBerry subscriber base represented
by subscribers for which RIM receives a lower monthly relay access fee from
its carrier customers, rather than direct subscribers who purchase full e-mail
service from RIM.

Software revenues include fees from licensed BES software, CALs, maintenance,
technical support and upgrades. Software revenues increased $23.0 million to
$47.4 million in the first quarter of fiscal 2006 from $24.5 million in the
first quarter of fiscal 2005.

Other revenue, which includes NRE, accessories, repair and maintenance
programs, and sundry, increased by $6.4 million to $15.2 million in the first
quarter of fiscal 2006 compared to $8.8 million in the first quarter of fiscal
2005. The majority of the increase was attributable to increases in
non-warranty repair, NRE and accessories revenues.

GROSS MARGIN

Gross margin increased by $115.6 million, or 85.9 %, to $250.2 million, or
55.1% of revenue, in the first quarter of fiscal 2006, compared to $134.6
million, or 49.9% of revenue, in the same period of the previous fiscal year.
The net improvement of 5.2% in consolidated gross margin percentage was
primarily due to the following factors:

o    Software revenues at $47.4 million comprised 10.5% of the total revenue
     mix in the first quarter of fiscal 2006, compared to $24.5 million and
     9.1% respectively in the first quarter of fiscal 2005;
o    An increase in NRE revenue in the first quarter of fiscal 2006;
o    Favourable changes in BlackBerry handheld product mix in the first
     quarter of fiscal 2006;
o    Improved service margins resulting from cost efficiencies in RIM's
     network operations infrastructure as a result of the increase in
     BlackBerry subscribers in the first quarter of fiscal 2006 compared to
     the first quarter of fiscal 2005;
o    A reduction in net warranty expense as a percentage of consolidated
     revenue in the first quarter of fiscal 2006 compared to the first quarter
     of fiscal 2005 (see "Critical Accounting Policies and Estimates -
     Warranty" and note 15 to the Consolidated Financial Statements); and
o    A decline in amortization expense as a percentage of consolidated revenue
     in the first quarter of fiscal 2006 compared to the first quarter of
     fiscal 2005, as the Company continues to realize economies of scale in
     its manufacturing and service operations.


                                      18
<PAGE>


                          Research In Motion Limited
               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations
                    For the Three Months Ended May 28, 2005


RESEARCH AND DEVELOPMENT, SELLING, MARKETING AND ADMINISTRATION, AND
AMORTIZATION EXPENSE

The table below presents a comparison of Research and development, Selling,
marketing and administration, and Amortization expenses for the quarter ended
May 28, 2005 compared to the quarter ended February 26, 2005 and the quarter
ended May 29, 2004. The Company believes it is meaningful to provide a
comparison between the first quarter of fiscal 2006 and the fourth quarter of
fiscal 2005 given the quarterly increases in revenue realized by the Company
during fiscal 2006.

<TABLE>
<CAPTION>

                                                     Three Month Fiscal Periods Ended
                                     May 28, 2005                February 26, 2005               May 29, 2004
                                 ------------------------------------------------------------------------------------
                                     $        % of Revenue      $          % of Revenue       $         % of Revenue

Revenue                           $ 453,948                   $ 404,802                     $ 269,611
                                 ------------------------------------------------------------------------------------

<S>                               <C>               <C>       <C>             <C>           <C>               <C>
Research and development          $  34,534         7.6%      $  29,076       7.2%          $  20,379         7.6%
Selling, marketing and
administration                       62,871        13.8%         56,595      14.0%             40,822        15.1%
Amortization                         10,283         2.3%          9,114       2.2%              9,048         3.4%
                                 ------------------------------------------------------------------------------------
                                  $ 107,688        23.7%      $  94,785      23.4%          $  70,249        26.1%
                                 ====================================================================================

</TABLE>

Research and Development

Research and development expenditures consist primarily of salaries for
technical personnel, engineering materials, certification and tooling expense,
outsourcing and consulting services, software tools and related information
technology and office infrastructure support, and travel.

Research and development expenditures increased by $14.1 million to $34.5
million, or 7.6% of revenue, in the quarter ended May 28, 2005, compared to
$20.4 million, or 7.6% of revenue, in the first quarter of fiscal 2005. The
majority of the increases during the first quarter of fiscal 2006, compared to
the first quarter of fiscal 2005, were attributable to salaries and benefits
(primarily as a result of increased personnel and annual merit increases),
third party new product development costs, office and related staffing
infrastructure costs, recruiting, and materials, certification and tooling
expenses.



                                      19
<PAGE>


                          Research In Motion Limited
               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations
                    For the Three Months Ended May 28, 2005


SELLING, MARKETING AND ADMINISTRATION EXPENSES

Selling, marketing and administrative expenses consist primarily of salaries
and benefits, marketing, advertising and promotion, travel and entertainment,
legal, audit and other professional fees, related information technology and
office infrastructure support, recruiting, and foreign exchange gain or loss.

Selling, marketing and administrative expenses increased by $22.1 million to
$62.9 million for the first quarter of fiscal 2006 compared to $40.8 million
for the comparable period in fiscal 2005. As a percentage of revenue, selling,
marketing and administrative expenses declined to 13.8% in the current quarter
versus 15.1% in the comparable quarter of the preceding fiscal period.

The net increase of $22.1 million was primarily attributable to increased
expenditures for marketing, advertising and promotion expenses, compensation
expense (primarily as a result of increased personnel and annual merit
increases), and consulting and external advisory costs. Other increases were
attributable to recruiting, travel and office and related staffing
infrastructure costs.

LITIGATION

As has been more fully disclosed in the Company's annual consolidated
financial statements and notes for the fiscal years ended February 26, 2005,
February 28, 2004 and March 1, 2003, the Company is the defendant in a patent
litigation matter brought by NTP alleging that the Company infringed on eight
of NTP's patents. See also note 10 - Litigation to the Consolidated Financial
Statements.

The matter went to trial in 2002 in the United States District Court for the
Eastern District of Virginia (the "District Court"), and the jury issued a
verdict in favour of NTP on November 21, 2002, finding that certain of the
products and services that the Company sells in the United States infringe on
five of NTP's patents. As a result, the jury awarded damages based upon its
assessment of the estimated income derived from certain of the Company's
revenues that were considered "infringing revenues".

On August 5, 2003, the District Court ruled on NTP's request for an injunction
with respect to RIM continuing to sell BlackBerry handhelds, software and
service in the United States and entered judgment with respect to several
previously announced monetary awards issued in favour of NTP. The District
Court granted NTP the injunction requested; however, the District Court then
immediately granted RIM's request to stay the injunction sought by NTP pending
the completion of RIM's appeal. On June 7, 2004, the Company and NTP each made
oral submissions before the Court of Appeals for the Federal Circuit (the
"CAFC").

On December 14, 2004, the CAFC ruled on the appeal by the Company of the
District Court's judgment. The CAFC concluded that the District Court erred in
construing the claim term "originating processor", which appears in five of
sixteen claims within NTP's patents, but did not err in construing any of
other claim terms on appeal and affirmed the remainder of the District Court's
claim constructions. The CAFC further concluded that the District Court
correctly found infringement under 35 U.S.C. section 271(a), correctly denied


                                      20
<PAGE>


                          Research In Motion Limited
               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations
                    For the Three Months Ended May 28, 2005


the Company's motion for judgment as a matter of law and did not abuse its
discretion in three of its evidentiary rulings.

The CAFC decision would remand to the District Court the questions of whether
and to what extent the jury verdict of infringement should be set aside, based
on the prejudicial effect, if any, of the District Court's erroneous claim
construction of the term "originating processor". The CAFC ordered that should
such prejudicial effect be shown, and because the jury verdict did not specify
the amount of infringing sales attributed to each individual patent claim, or
the specific devices and services determined by the jury to infringe each
separately asserted claim, the District Court on remand will also have to
determine the effect of any alteration of the jury verdict on the District
Court's damage award and on the scope of the District Court's injunction.
Accordingly, the CAFC decision would vacate the District Court's judgment and
the injunction, and remand the case to the District Court for further
proceedings consistent with the CAFC's ruling. As a result, the CAFC would
affirm-in-part, vacate-in-part and remand certain matters for further
proceedings. The Company filed a petition for rehearing that is still pending
in the CAFC.

During the fourth quarter of fiscal 2005, the Company and NTP entered into
settlement negotiations, which concluded with the parties announcing the
signing of a binding Term Sheet on March 16, 2005, that resolves all current
litigation between them. As part of the resolution, NTP grants RIM and its
customers an unfettered right to continue its BlackBerry-related wireless
business without further interference from NTP or its patents. This resolution
relates to all NTP patents involved in the current litigation as well as all
current and future NTP patents. The resolution covers all of RIM's past and
future products, services and technologies and also covers all customers and
providers of RIM products and services, including wireless carriers,
distributors, suppliers and independent software vendor ("ISV") partners.
Under the terms of the resolution, RIM will have the right to grant
sublicenses under the NTP patents to anyone for products or services that
interface, interact or combine with RIM's products, services or
infrastructure. The resolution permits RIM and its partners to sell its
products, services and infrastructure completely free and clear of any claim
by NTP, including any claims that NTP may have against wireless carriers, ISV
partners or against third party products that use RIM's BlackBerry
Connect/BlackBerry Built-In technology. RIM will pay to NTP $450 million in
final and full resolution (the "resolution amount") of all claims to date
against RIM, as well as for a fully-paid up license (the "NTP license") going
forward.

During the fourth quarter of fiscal 2005, the Company recorded an incremental
expense of $294.2 million to adjust the total NTP provision to the resolution
amount plus current and estimated legal, professional and other fees, less the
previous cumulative quarterly provisions for enhanced compensatory damages,
prejudgment interest, plaintiff's attorney fees, estimated postjudgment
interest, and current and estimated future costs with respect to legal and
other professional fees, and the acquisition of a $20 million intangible
asset.

On June 9, 2005, RIM announced that, due to an impasse in the process of
finalizing a definitive licensing and settlement agreement with NTP, RIM was
taking court action to enforce the binding Term Sheet agreed upon and jointly
announced by RIM and NTP on March 16, 2005. In order to enforce the Term
Sheet, RIM has filed a Motion to Stay Appeal and Remand for Enforcement of
Settlement Agreement, which requests that the CAFC stay the appeal and remand
to the District Court to enforce the Term Sheet. The CAFC may grant RIM's
motion, stop its review of the patent dispute and send the enforcement of the



                                      21
<PAGE>


                          Research In Motion Limited
               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations
                    For the Three Months Ended May 28, 2005


Term Sheet to the District Court to resolve. The CAFC may also deny RIM's
motion, continue its review of the case, and ultimately send both the
enforcement of the Term Sheet and the patent dispute to the District Court. If
the CAFC sends the patent dispute back to the District Court, RIM expects that
NTP will ask the District Court to reinstitute the injunction that had
previously been granted (which was subsequently stayed pending RIM's appeal
and which the CAFC's December 2004 decision would vacate, if the CAFC issues a
mandate based on that decision and remands the case to the District Court for
further proceedings) to prohibit RIM from providing BlackBerry service and
from using, selling, manufacturing or importing its handhelds and software in
the United States. While RIM maintains that an injunction is inappropriate
given the facts of the case and recent doubts raised as to the validity of the
patents in question, it will ultimately be up to the court to decide these
matters and there can be no assurance of a favorable outcome of any
litigation.

On June 9, 2005, NTP filed its Response with the CAFC, in which it opposes
RIM's motion and alleges there was, and is, no settlement agreement reached by
the parties. NTP's Response asks the CAFC to dispose of RIM's petition for
rehearing, and remand the patent dispute to the District Court for the further
proceedings contemplated in the CAFC's December 14, 2004 decision. On June 13,
2005, RIM filed its Reply with the CAFC.

During the first quarter of fiscal 2006, the Company recorded an expense of
$6.5 million to account for incremental current and estimated future legal and
professional fees as a result of RIM's enforcement proceedings related to the
Term Sheet.

As at the end of the Company's current fiscal period, the likelihood of any
further loss and the ultimate amount of such loss, if any, were not reasonably
determinable. Consequently, no additional amounts, from those described above
and in note 10 to the Consolidated Financial Statements, have been provided
for as NTP litigation expenses as at May 28, 2005. The actual resolution of
the NTP matter may materially differ from the provisions recorded as at May
28, 2005 as a result of future rulings by the courts, therefore potentially
causing future quarterly or annual financial reporting to be materially
affected, either adversely or favorably. If a further injunction is granted to
NTP and RIM is not able to promptly vacate, stay or overturn the injunction,
provide services or products outside the scope of the NTP patents, or enter
into a license with NTP on reasonable terms: (a) RIM may be unable to continue
to export or make available for sale its wireless handhelds and software into
the United States and/or make available BlackBerry service to users in the
United States, which is the largest market for RIM's products and services;
and (b) the Company may have to terminate the contractual arrangements with
its customers, carriers and resellers in the United States, and the Company
could be subject to claims for any losses incurred or claims against such
customers, carriers and resellers.

INVESTMENT INCOME

Investment income increased by $7.3 million to $13.8 million in the first
quarter of fiscal 2006 from $6.5 million in the comparable period of fiscal
2005. The increase primarily reflects improved interest rate yields as well as
the increase in cash, cash equivalents, short-term investments and investments
during the current quarter compared to the prior year's fiscal period.



                                      22
<PAGE>


                          Research In Motion Limited
               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations
                    For the Three Months Ended May 28, 2005


INCOME TAXES

For the first quarter of fiscal 2006, the Company's income tax expense with
respect to net income earned was $17.3 million, resulting in an effective tax
rate of 11.6%. During the quarter, the expected tax provision was reduced by
$27.0 million, or 18.0%, as a result of the Company recognizing incremental
cumulative ITC's attributable to prior fiscal years. ITC's are generated as a
result of the Company incurring eligible SR&ED expenditures, which, under the
"flow-through" method, are credited as a reduction of income tax expense. The
Company recorded this $27.0 million reduction in its deferred income tax
provision as a result of a favourable tax ruling involving another Canadian
technology corporation, but also applicable to the Company. The tax ruling
determined that stock option benefits are considered eligible SR&ED
expenditures.

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.

For the first three months of fiscal 2005, the Company's income tax expense
with respect to net income earned was $0.3 million and pertained to Canadian
large corporation taxes and certain other minimum and foreign taxes. The
Company's remaining income tax expense was offset by the utilization of
previously unrecognized deferred tax assets. As at May 29, 2004, the Company
determined that it was not able to satisfy the "more likely than not" standard
and continued to take a full valuation allowance on its available deferred tax
assets.

NET INCOME

Net income was $132.5 million, or $0.70 per share basic and $0.67 per share
diluted, in the first quarter of fiscal 2006 compared to net income of $55.0
million, or $0.30 per share basic and $0.28 per share diluted, in the prior
year's comparable period.


LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents, short-term investments and investments increased by
$103.0 million to $1.78 billion as at May 28, 2005 from $1.68 billion as at
February 26, 2005. The majority of the Company's cash and cash equivalents,
short-term investments and investments are denominated in U.S. dollars as at
May 28, 2005.


                                      23
<PAGE>


                          Research In Motion Limited
               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations
                    For the Three Months Ended May 28, 2005


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

<TABLE>
<CAPTION>

                                            As at May 28,     As at February   Change - Fiscal
                                                2005            26, 2005          2006/2005
                                         ------------------------------------------------------

<S>                                         <C>               <C>                <C>
Cash and cash equivalents                   $   912,324       $   610,354        $ 301,970
Short-term investments                          202,671           315,495         (112,824)
Investments                                     667,712           753,868          (86,156)
                                         ------------------------------------------------------

Cash, cash equivalents, short-term
  investments and investments               $ 1,782,707       $ 1,679,717        $ 102,990
                                         ======================================================

</TABLE>

THREE MONTHS ENDED MAY 28, 2005 COMPARED TO THE THREE MONTHS ENDED MAY 29, 2004

Cash flow provided by operating activities was $135.9 million in the first
quarter of fiscal 2006 compared to cash flow provided by operating activities
of $61.8 million in the first quarter of the preceding fiscal year, an
increase of $74.0 million. The table below summarizes the key components of
this net increase.

<TABLE>
<CAPTION>

                                                     Three Months Ended                 Change
                                             May 28, 2005          May 29, 2004        2006/2005
                                          ---------------------------------------------------------

<S>                                         <C>                    <C>                  <C>
Net income                                  $    132,520           $      54,972        $  77,548

Amortization                                      18,226                  18,056              170
Deferred income taxes                             17,389                       -           17,389

Changes in:
  Trade receivables                              (20,257)                (25,751)           5,494
  Other receivables                              (10,676)                  3,634          (14,310)
  Inventory                                       12,097                 (18,572)          30,669
  Accounts payable                                (7,723)                  6,565          (14,288)
  Accrued liabilities                             15,129                  26,959          (11,830)
  All other                                         (663)                 (3,982)           3,319
                                          ---------------------------------------------------------

Changes in working capital items -
before NTP litigation items                      156,042                  61,881           94,161

  Litigation provision                             3,337                  15,184          (11,847)
  Restricted cash                                (23,513)                (15,216)          (8,297)
                                          ---------------------------------------------------------
Sub-total                                        (20,176)                    (32)         (20,144)
                                          ---------------------------------------------------------
                                            $    135,866           $      61,849        $  74,017
                                          =========================================================

</TABLE>


Cash flow provided by financing activities was $8.2 million for the first
quarter of fiscal 2006 compared to cash flow provided by financing activities



                                      24
<PAGE>


                          Research In Motion Limited
               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations
                    For the Three Months Ended May 28, 2005


of $19.6 million in the fiscal 2005 comparable period, both primarily
attributable to proceeds from the exercise of stock options.

Cash flow provided by investing activities, was $158.5 million for the first
quarter of fiscal 2006, including proceeds from the sale or maturity of
short-term investments and investments, both net of acquisition costs, of
$191.1 million and $8.8 million respectively, and reduced by capital asset
expenditures of $31.3 million, intangible asset expenditures of $6.4 million
and the acquisition of a subsidiary of $3.8 million. For the first quarter of
the prior fiscal year, cash flow used in investing activities include the
acquisition of short-term investments and investments, less proceeds on sale
or maturity, of $129.8 million and $347.2 million respectively, and capital
asset expenditures of $17.2 million.

NTP Litigation Funding

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

Commencing in the first quarter of fiscal 2004 and on a quarterly basis
thereafter, the District Court has required the Company to deposit the sum of
the current fiscal period's enhanced compensatory damages amount, calculated
as 8.55% of infringing revenues (as determined by the District Court), plus
postjudgment interest, into a bank escrow account, subsequent to the end of
each fiscal quarter (the "quarterly deposit"). The quarterly deposit is set
aside in escrow until the completion of the ongoing litigation with NTP.
Subsequent to May 28, 2005, the Company made the quarterly deposit with
respect to the first quarter of fiscal 2006 because RIM remains under a court
order to do so while the appeal remains pending. The quarterly deposit
obligation for the first quarter of fiscal 2006 and the quarterly deposits for
fiscal 2005 and fiscal 2004 are reflected as Restricted cash of $135.5 million
on the Consolidated Balance Sheet as at May 28, 2005.

The Company has a $70 million Letter of Credit Facility (the "Facility") in
place with a Canadian financial institution and had previously utilized $48
million of the Facility in order to fund a letter of credit to partially
satisfy the Company's liability and funding obligation in the NTP matter, as
described in note 10 to the Consolidated Financial Statements. The letter of
credit of $48 million excludes the quarterly deposits 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

The following table sets out aggregate information about the Company's
contractual obligations and the periods in which payments are due as at May
28, 2005:


                                      25
<PAGE>


                          Research In Motion Limited
               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations
                    For the Three Months Ended May 28, 2005

<TABLE>
<CAPTION>

                                                           Less than    One to Three     Four to    Greater than
                                               Total        One Year       Years       Five Years    Five Years
                                         --------------------------------------------------------------------------

<S>                                         <C>           <C>            <C>           <C>          <C>
Long-term debt                              $   6,594     $     225      $  6,369      $     -      $       -
Operating lease obligations                    15,075         2,909         5,695        1,368          5,103
Purchase obligations and commitments          361,692       361,692             -            -              -
Other long-term liabilities                         -             -             -            -              -
                                         ---------------------------------------------------------------------------

Total                                       $ 383,361     $ 364,826      $ 12,064      $ 1,368      $   5,103
                                         ===========================================================================

</TABLE>


Purchase obligations and commitments of $361.7 million as of May 28, 2005, in
the form of purchase orders or contracts, are primarily for the purchase of
raw materials, as well as for capital assets and other goods and services. The
expected timing of payment of these purchase obligations and commitments is
estimated based upon current information. Timing of payment and actual amounts
paid may be different depending upon the time of receipt of goods and services
or changes to agreed-upon amounts for some obligations. The Company may also
be liable for certain key suppliers' component part inventories and purchase
commitments if the Company's changes to demand plans adversely affects these
certain key suppliers.

As of May 28, 2005 the Company has commitments on account of capital
expenditures of approximately $36.2 million included in the $361.7 million
above, primarily for manufacturing, IT including service operations and
buildings.

The Company intends to fund current and future capital and intangible asset
expenditure requirements from existing financial resources and cash flows.

The Company has not declared any cash dividends in the last three fiscal
years.

Cash, cash equivalents, short-term investments and investments were $1.78
billion as at May 28, 2005. The Company's believes its financial resources are
sufficient to meet funding requirements for current financial commitments, for
future operating and capital expenditures not yet committed, and also provide
the necessary financial capacity to meet current and future growth
expectations.

MARKET RISK OF FINANCIAL INSTRUMENTS

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

Foreign Exchange

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. The majority
of the Company's revenues in fiscal 2006 are transacted in U.S. Dollars,
Canadian Dollars, Euros and British Pounds. Purchases of raw materials are
primarily transacted in U.S. Dollars. Other expenses, consisting of the
majority of salaries, certain operating costs and most manufacturing overhead,
are incurred primarily in Canadian Dollars. At May 28, 2005, approximately 2%
of cash and cash equivalents, 43% of trade receivables and 28% of accounts



                                      26
<PAGE>


                          Research In Motion Limited
               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations
                    For the Three Months Ended May 28, 2005



payable and accrued liabilities are denominated in foreign currencies (May 29,
2004 - 3%, 36%, and 25%, respectively). These foreign currencies include the
Canadian Dollar, British Pound and Euro. As part of its risk management
strategy, the Company maintains net monetary asset and/or liability balances
in foreign currencies and engages in foreign currency hedging activities using
derivative financial instruments, including forward contracts and options. The
Company does not use derivative instruments for speculative purposes.

To hedge exposures relating to foreign currency anticipated transactions, the
Company has entered into forward contracts to sell U.S. Dollars and purchase
Canadian Dollars, to sell Euros and purchase U.S. Dollars, and to sell British
Pounds and purchase U.S. Dollars. These contracts have been designated as cash
flow hedges, with the resulting changes in fair value recorded in other
comprehensive income, and subsequently reclassified to earnings in the period
in which the cash flows from the associated hedged transactions affect
earnings. These cash flow hedges were fully effective at May 28, 2005. As at
May 28, 2005, the unrealized gain on these forward contracts was approximately
$10,447 (May 29, 2004 - $1,392). These amounts were included in Other current
assets and Accumulated other comprehensive income.

To hedge exposure relating to foreign currency denominated long-term debt, the
Company has entered into forward contracts to sell U.S. Dollars and purchase
Canadian Dollars. 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 May 28, 2005, a loss of $103 was recorded in respect of this
amount (May 29, 2004 - loss of $161). This amount was included in Selling,
marketing and administration expenses.

To hedge exposure relating to foreign currency cash and receivable balances,
the Company has entered into forward contracts to sell Canadian Dollars and
purchase U.S. Dollars, to sell Euros and purchase U.S. Dollars, and to sell
British Pounds and purchase U.S. Dollars. 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 assets. As at May 28, 2005, a gain of $964 was recorded in
respect of this amount (May 29, 2004 - loss of $1,223). This amount was
included in Selling, marketing and administration expenses.

To hedge exposure relating to foreign currency deferred income taxes, the
Company has entered into forward contracts to sell Canadian Dollars and
purchase U.S. Dollars. 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 asset. As at May 28, 2005, a gain of $1,380 was recorded in respect of
this amount (May 29, 2004 - nil). This amount was included in Selling,
marketing and administration expenses.

Interest Rate

Cash, cash equivalents and investments are invested in certain instruments of
varying maturities. Consequently, the Company is exposed to interest rate risk
as a result of holding investments of varying maturities. The fair value of
investments, 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.



                                      27
<PAGE>


                          Research In Motion Limited
               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations
                    For the Three Months Ended May 28, 2005


Credit and Customer Concentration

RIM has historically been dependent on an increasing number of significant
telecommunications carrier customers ("carriers") and on larger more complex
contracts with respect to sales of the majority of its products and services.
The Company expects this trend to continue as it generates an increasing
amount of its handheld products, software and relay access service revenues
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. While the Company sells to a variety of customers,
three customers comprised 16%, 14% and 13% of trade receivables as at May 28,
2005 (February 26, 2005 - two customers comprised 23% and 12%). Additionally,
three customers comprised 18%, 14% and 13% of the Company's first quarter
sales in fiscal 2006 (first quarter of fiscal 2005 - three customers comprised
13%, 12% and 11%).

The Company is exposed to credit risk on derivative financial instruments
arising from the potential for counterparties to default on their contractual
obligations to the Company. The Company minimizes this risk by limiting
counterparties to major financial institutions and by continuously monitoring
their creditworthiness. As at May 28, 2005 the maximum exposure to a single
counterparty was 29% of outstanding derivative instruments (May 29, 2004 -
39%).

The Company is exposed to market and credit risk on its investment portfolio.
The Company limits this risk by investing only in liquid, investment grade
securities and by limiting exposure to any one entity or group of related
entities. As at May 28, 2005, no single issuer represented more than 9% of the
total cash, cash equivalents and investments (May 29, 2004 - no single issuer
represented more than 9% of the total cash, cash equivalents and short-term
investments).




                                      28


<PAGE>

                                  SIGNATURES



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


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

Date:  June 29, 2005                   By:    /S/ ROB DUNCAN
       -------------------------           ------------------------------------
                                           Name: Rob Duncan
                                           Title: Vice President, Corporate
                                                  Controller
</TEXT>
</DOCUMENT>
</SUBMISSION>
