

                                    FORM 6-K


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


For the month of         October                                       2005
                         ------------------------------------------  ----------
Commission File Number   000-29898
                         ------------------------------------------  ----------

                           Research In Motion Limited
-------------------------------------------------------------------------------
                (Translation of registrant's name into English)

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

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

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

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


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


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

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


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

<PAGE>


                                 DOCUMENT INDEX


Document
--------

   1.           Consolidated financial statements and notes thereto for
                the three and six month periods ended August 27, 2005 and
                August 28, 2004, prepared in accordance with U.S.
                generally accepted accounting principles.

   2.           Management's discussion and analysis of financial
                condition and results of operations for the three months
                and six months ended August 27, 2005 compared to the three
                months and six months ended August 28, 2004.

   3            Form 52-109FT2 Certification of Interim Filings - Co-CEO
                (James Balsillie).

   4            Form 52-109FT2 Certification of Interim Filings - Co-CEO
                (Michael Lazaridis).

   5            Form 52-109FT2 Certification of Interim Filings - CFO
                (Dennis Kavelman).

<PAGE>

                                                                     Document 1

<PAGE>
<TABLE>

                                           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)

                                           Consolidated Balance Sheets

<CAPTION>

                                                                                           As at
                                                                              August 27,          February 26,
                                                                                 2005                 2005
                                                                           ----------------     ----------------
<S>                                                                           <C>                  <C>
Assets
 Current

   Cash and cash equivalents (note 13(a))                                     $  1,083,390         $    610,354
   Short-term investments (note 6)                                                 123,593              315,495
   Trade receivables                                                               232,816              210,459
   Other receivables                                                                49,962               30,416
   Inventory (note 5)                                                               83,922               92,489
   Restricted cash (note 10)                                                       162,802              111,978
   Other current assets (note 9)                                                    30,470               22,857
   Deferred income tax asset (note 11)                                              97,783              150,200
                                                                           ----------------     ----------------
                                                                                 1,864,738            1,544,248

Investments (note 6)                                                               691,598              753,868

Capital assets (note 7)                                                            269,907              210,112

Intangible assets (note 8)                                                          87,891               83,740

Goodwill                                                                            29,026               29,026
                                                                           ----------------     ----------------
                                                                              $  2,943,160         $  2,620,994
                                                                           ================     ================

Liabilities
 Current

   Accounts payable                                                           $    101,439         $     68,464
   Accrued liabilities                                                             106,464               87,133
   Accrued litigation and related expenses (note 10)                               461,773              455,610
   Income taxes payable                                                              9,407                3,149
   Deferred revenue                                                                 16,710               16,235
   Current portion of long-term debt                                                   239                  223
                                                                           ----------------     ----------------
                                                                                   696,032              630,814

Long-term debt                                                                       6,602                6,504
                                                                           ----------------     ----------------
                                                                                   702,634              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 - 191,023,809 common shares (February 26, 2005 - 189,484,915)           1,903,860            1,892,266
Retained earnings                                                                  337,756               94,181
Accumulated other comprehensive loss (note 9)                                       (1,090)              (2,771)
                                                                           ----------------     ----------------
                                                                                 2,240,526            1,983,676
                                                                           ----------------     ----------------
                                                                              $  2,943,160         $  2,620,994
                                                                           ================     ================
</TABLE>

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

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

                                      Consolidated Statement of Shareholders' Equity
<CAPTION>

                                                                                               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                                                              -       243,575              -         243,575
    Net change in unrealized gains on investments available
      for sale                                                              -             -         (1,540)         (1,540)
    Net change in derivative fair value during the period                   -             -          9,424           9,424
    Amounts reclassified to earnings during the period                      -             -         (6,203)         (6,203)

Shares issued:
    Exercise of stock options                                          11,594             -              -          11,594
                                                                  ---------------------------------------------------------

Balance as at August 27, 2005                                     $ 1,903,860    $  337,756    $    (1,090)    $ 2,240,526
                                                                  =========================================================
</TABLE>

See notes to the consolidated financial statements.


<PAGE>
<TABLE>
                                                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
<CAPTION>

                                                      For the Three Months Ended              For the Six Months Ended
                                                    August 27,          August 28,         August 27,          August 28,
                                                       2005                2004               2005                2004
                                                 ----------------   -----------------   ----------------    ----------------
<S>                                                  <C>                 <C>                <C>                 <C>
Revenue                                              $   490,082         $   310,182        $   944,030         $   579,793

Cost of sales                                            221,067             151,501            424,798             286,479
                                                 ----------------   -----------------   ----------------    ----------------
Gross margin                                             269,015             158,681            519,232             293,314
                                                 ----------------   -----------------   ----------------    ----------------
Expenses

    Research and development                              37,677              24,588             72,211              44,967
    Selling, marketing and administration (note 4)        72,263              44,016            135,134              84,838
    Amortization                                          11,549               9,442             21,832              18,490
    Litigation (note 10)                                   6,640              18,304             13,115              33,883
                                                 ----------------   -----------------   ----------------    ----------------
                                                         128,129              96,350            242,292             182,178
                                                 ----------------   -----------------   ----------------    ----------------
Income from operations                                   140,886              62,331            276,940             111,136

    Investment income                                     15,700               8,588             29,516              15,048
                                                 ----------------   -----------------   ----------------    ----------------
Income before income taxes                               156,586              70,919            306,456             126,184
                                                 ----------------   -----------------   ----------------    ----------------
Provision for income taxes (note 11)
    Current                                                6,681                 326              9,311                 619
    Deferred                                              38,850                   -             53,570                   -
                                                 ----------------   -----------------   ----------------    ----------------
                                                          45,531                 326             62,881                 619
                                                 ----------------   -----------------   ----------------    ----------------
Net income                                           $   111,055         $    70,593        $   243,575         $   125,565
                                                 ================   =================   ================    ================

Earnings per share (note 12)

    Basic                                            $      0.58         $      0.38        $      1.28         $      0.67
                                                 ================   =================   ================    ================

    Diluted                                          $      0.56         $      0.36        $      1.23         $      0.64
                                                 ================   =================   ================    ================
</TABLE>

See notes to the consolidated financial statements.

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

                                                 Consolidated Statements of Cash Flows

<CAPTION>

                                                      For the Three Months Ended              For the Six Months Ended
                                                    August 27,          August 28,         August 27,          August 28,
                                                       2005                2004               2005                2004
                                                 ----------------   -----------------   ----------------    ----------------
<S>                                                  <C>                 <C>                <C>                 <C>
Cash flows from operating activities

Net income                                           $   111,055         $    70,593        $   243,575         $   125,565

Items not requiring an outlay of cash:

    Amortization                                          20,967              16,738             39,193              34,794
    Deferred income taxes                                 31,532                   -             48,921                   -
    Loss (gain) on disposal of capital assets                 (3)                  -                  2                   -
    Loss (gain) on foreign currency translation
      of long-term debt                                       21                  (6)                44                  32
Unrealized foreign exchange (gain) loss                     (442)                 87               (442)                 87
Net changes in working capital items (note 16)            10,838             (32,476)           (22,043)            (43,149)
                                                      ---------------   ---------------  ----------------   ----------------
                                                         173,968              54,936            309,250             117,329
                                                      ---------------   ---------------  ----------------   ----------------
Cash flows from financing activities

Issuance of share capital                                  3,354              12,110             11,594              31,748
Repayment of long-term debt                                  (57)                (49)              (110)                (95)
                                                      ---------------   ---------------  ----------------   ----------------
                                                           3,297              12,061             11,484              31,653
                                                      ---------------   ---------------  ----------------   ----------------
Cash flows from investing activities

Acquisition of investments                               (38,524)            (77,523)           (50,932)           (428,362)
Proceeds on sale or maturity of investments                6,236               6,412             27,491             10,063
Acquisition of capital assets                            (55,683)            (19,688)           (86,972)            (36,911)
Acquisition of intangible assets                          (3,594)             (7,051)            (9,946)             (8,448)
Acquisition of subsidiary                                      -              (2,149)            (3,795)             (2,149)
Acquisition of short-term investments                    (15,283)            (47,247)          (113,476)           (177,022)
Proceeds on sale and maturity of short-term
  investments                                            100,207              12,000            389,490              12,000
                                                      ---------------   ---------------  ----------------   ----------------
                                                          (6,641)           (135,246)           151,860            (630,829)
                                                      ---------------   ---------------  ----------------   ----------------
Effect of foreign exchange on cash and cash
  equivalents                                                442                 (87)               442                 (87)
                                                      ---------------   ---------------  ----------------   ----------------
Net increase (decrease) in cash and cash
  equivalents for the period                             171,066             (68,336)           473,036            (481,934)

Cash and cash equivalents, beginning of period           912,324             742,821            610,354           1,156,419
                                                      ---------------   ---------------  ----------------   ----------------
Cash and cash equivalents, end of period             $ 1,083,390         $   674,485        $ 1,083,390         $   674,485
                                                      ===============   ===============  ================   ================
</TABLE>

See notes to the consolidated financial statements.


<PAGE>


                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
 For the Three and Six Month Periods Ended August 27, 2005 and August 28, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and 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 and six months ended August 27, 2005 are
     not necessarily indicative of the results that may be expected for the
     full year ending February 25, 2006.

2.   RECENTLY ISSUED PRONOUNCEMENTS

(a)  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 a 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-based 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). As previously disclosed,
     the Company will now be required to adopt a fair-value based method to
     account for stock-based compensation expense in the first quarter of
     fiscal 2007.

(b)  Accounting Changes and Error Corrections

     In May 2005, the FASB issued SFAS 154 Accounting Changes and Error
     Corrections. SFAS 154 completely replaces APB Opinion 20 ("APB 20") and
     SFAS 3, with many of those provisions being carried forward without
     change. If practical, SFAS 154 requires retrospective application to prior
     year's financial statements for a voluntary change in accounting
     principle. In addition, SFAS 154 also requires that a change in
     depreciation method for long-lived non-financial assets be accounted for
     as a change in estimate, as opposed to a change in accounting principle
     under APB 20. The standard is effective for fiscal years beginning after
     December 15, 2005.


                                       1

<PAGE>

                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
 For the Three and Six Month Periods Ended August 27, 2005 and August 28, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated


3.   CAPITAL STOCK

(a)  Capital Stock

                                                      Shares
                                                    Outstanding       Amount
                                                 -----------------------------

                                                      (000's)

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

Exercise of stock options                               1,539            11,594
                                                 ------------------------------

Common shares outstanding - August 27, 2005           191,024       $ 1,903,860
                                                 ==============================

     During the second quarter of fiscal 2006, there were 242 stock options
     exercised.

     The Company had 191,081 common shares outstanding, 10,235 stock options
     outstanding and no restricted share units outstanding as at October 5,
     2005.

(b)  Stock-based compensation plans (000's)

     Stock Option Plan

     The Company has an incentive stock option plan for directors, officers and
     employees of the Company or its subsidiaries. The stock 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 August 27, 2005 was 10,241
     (February 26, 2005 - 11,151).

     Restricted Share Unit Plan (the "RSU Plan")

     At the Company's 2005 Annual General Meeting on July 18, 2005,
     shareholders approved the establishment of the RSU Plan. The eligible
     participants under the RSU Plan include any officer or employee of the
     Company or its subsidiaries. The RSU Plan received regulatory approval in
     August 2005.

     RSU's are redeemed for either Common Shares issued from treasury, Common
     Shares purchased on the open market or the cash equivalent on the vesting
     dates established by the Company. Compensation expense will be recognized
     upon issuance of RSU's over the vesting period. There were no issuances of
     RSU's in the quarter.


                                       2
<PAGE>

                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
 For the Three and Six Month Periods Ended August 27, 2005 and August 28, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated


(c)  Stock-based compensation

     Under U.S. GAAP, stock-based 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 the 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
     at the time the option is granted. This method is consistent with U.S.
     GAAP, Accounting Principles Board ("APB") Opinion 25, Accounting 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 a 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 a fair value
     method as determined using the Black-Scholes option-pricing model:

<TABLE>
<CAPTION>

                                                         For the three months ended         For the six months ended
                                                       ------------------------------------------------------------------
                                                            August 27,      August 28,   |   August 27,       August 28,
                                                               2005            2004      |      2005            2004
                                                       ----------------------------------|-------------------------------
                                                                                         |
<S>                                                         <C>               <C>             <C>              <C>
Net income - as reported                                    $  111,055        $  70,593  |    $ 243,575        $ 125,565
Stock-based compensation expense for the period,                                         |
  net of tax                                                     5,745            6,108  |       12,161           11,866
                                                       ----------------------------------|-------------------------------
Net income - proforma                                       $  105,310        $  64,485  |    $ 231,414        $ 113,699
                                                       ==================================|===============================
                                                                                         |
Weighted-average number of shares outstanding                                            |
  (000's) - basic                                              190,896          187,296  |      190,497          186,576
                                                                                         |
Effect of dilutive securities: Employee stock                                            |
  options                                                        6,787            9,555  |        6,711            9,130
                                                       ----------------------------------|-------------------------------
                                                                                         |
Weighted-average number of shares and assumed                                            |
  conversions - diluted                                        197,683          196,851  |      197,208          195,706
                                                       ==================================|===============================
                                                                                         |
Proforma earnings per share                                                              |
  Basic                                                       $   0.55         $   0.34  |     $   1.21         $   0.61
  Diluted                                                     $   0.53         $   0.33  |     $   1.17         $   0.58


</TABLE>

                                       3


<PAGE>

                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
 For the Three and Six Month Periods Ended August 27, 2005 and August 28, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated



     The weighted average fair value of stock 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         For the six months ended
                                            --------------------------------------------------------------
                                                 August 27,     August 28,   |  August 27,     August 28,
                                                   2005           2004       |     2005           2004
                                            ---------------------------------|----------------------------
                                                                             |
<S>                                            <C>               <C>             <C>             <C>
Weighted average Black-Scholes value of                                      |
  each stock option                            $   37.62         $  30.79    |   $  37.06        $  27.00
                                                                             |
Assumptions:                                                                 |
  Risk free interest rates                          4.0%             3.5%    |       4.0%            3.3%
  Expected life in years                            4.0              4.0     |       4.0             4.0
  Expected dividend yield                             0%               0%    |         0%              0%
  Volatility                                         65%              70%    |        65%             70%

</TABLE>

4.   FOREIGN EXCHANGE GAINS AND LOSSES

     Selling, marketing and administration expense for the first six months of
     fiscal 2006 includes $1.8 million with respect to a foreign exchange loss
     (2005 - foreign exchange loss of $2.5 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:

                                                 August 27,       February 26,
                                                   2005              2005
                                            ---------------------------------

Raw materials                                     $  66,236       $   78,080
Work in process                                      15,075           11,282
Finished goods                                        9,617            9,868
Provision for excess and obsolete inventory          (7,006)          (6,741)
                                            ---------------------------------

                                                  $  83,922       $   92,489
                                            =================================

6.   SHORT-TERM INVESTMENTS AND INVESTMENTS

     Short-term investments consist of liquid investments with remaining
     maturities of between three months and one year. 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.


                                       4
<PAGE>


                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
 For the Three and Six Month Periods Ended August 27, 2005 and August 28, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated



     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 are carried at
     fair value with any resulting unrealized gains or losses included in other
     comprehensive income (see note 9).

     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.

7.   CAPITAL ASSETS

     Capital assets are comprised of the following:

<TABLE>
<CAPTION>

                                                                         August 27, 2005
                                                       -----------------------------------------------------
                                                                             Accumulated          Net book
                                                             Cost           amortization           value
                                                       -----------------------------------------------------

<S>                                                          <C>                  <C>             <C>
Land                                                         $  15,135            $     -         $  15,135
Buildings, leaseholds and other                                116,814             16,015           100,799
BlackBerry operations and other information
  technology                                                   180,925             93,744            87,181
Manufacturing equipment, research and development
  equipment, and tooling                                        70,563             36,747            33,816
Furniture and fixtures                                          57,030             24,054            32,976
                                                       -----------------------------------------------------

                                                             $ 440,467          $ 170,560         $ 269,907
                                                       =====================================================
</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
                     Prepared in Accordance with U.S. GAAP
 For the Three and Six Month Periods Ended August 27, 2005 and August 28, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated



8.   INTANGIBLE ASSETS

     Intangible assets comprise the following:

                                             August 27, 2005
                              ------------------------------------------------
                                                 Accumulated        Net book
                                   Cost         amortization         value
                              ------------------------------------------------

Acquired technology              $  18,373         $   7,651        $  10,722
Licences                            87,347            40,519           46,828
Patents                             37,033             6,692           30,341
                              ------------------------------------------------

                                 $ 142,753         $  54,862        $  87,891
                              ================================================


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


                                       6

<PAGE>

                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
 For the Three and Six Month Periods Ended August 27, 2005 and August 28, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated



9.   COMPREHENSIVE INCOME

     The components of comprehensive income are shown in the following tables:

<TABLE>
<CAPTION>

                                                                                            For the three months ended
                                                                                         ---------------------------------
                                                                                              August 27,       August 28,
                                                                                                2005             2004
                                                                                         ---------------------------------

<S>                                                                                            <C>              <C>
Net income                                                                                     $ 111,055        $  70,593
Net change in unrealized gains (losses) on available-for-sale investments                         (2,556)           7,917
Net change in derivative fair value during the period, net of income
  taxes of $4,824 (August 28, 2004 - $nil)                                                         9,115            7,312
Amounts reclassified to earnings during the period, net of income tax
  recovery of $1,667 (August 28, 2004 - $nil)                                                     (3,150)          (1,576)
                                                                                         ---------------------------------

Comprehensive income                                                                           $ 114,464        $  84,246
                                                                                         =================================

                                                                                              For the six months ended
                                                                                         ---------------------------------
                                                                                             August 27,       August 28,
                                                                                                 2005            2004
                                                                                         ---------------------------------

Net income                                                                                     $ 243,575        $ 125,565
Net change in unrealized losses on available-for-sale investments                                 (1,540)          (1,140)
Net change in derivative fair value during the period, net of income
  taxes of $4,988 (August 28, 2004 - $nil)                                                         9,424            4,852
Amounts reclassified to earnings during the period, net of income tax
  recovery of $3,284 (August 28, 2004 - $nil)                                                     (6,203)          (3,192)
                                                                                         ---------------------------------

Comprehensive income                                                                           $ 245,256        $ 126,085
                                                                                         =================================



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


                                                                                               August 27,     February 26,
                                                                                                  2005            2005
                                                                                           --------------------------------

Accumulated net unrealized losses on available-for-sale investments                           $  (13,885)     $  (12,345)
Accumulated net unrealized gains on derivative instruments                                        12,795           9,574
                                                                                           --------------------------------
Total accumulated other comprehensive income (loss)                                           $   (1,090)     $   (2,771)
                                                                                           ================================

</TABLE>

     The fair value of derivative instruments of $19.3 million (February 26,
     2005 - $14.6 million) is included in Other current assets on the
     Consolidated Balance Sheets.


                                       7
<PAGE>

                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
 For the Three and Six Month Periods Ended August 27, 2005 and August 28, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated



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.

     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.

                                       8
<PAGE>

                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
 For the Three and Six Month Periods Ended August 27, 2005 and August 28, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated



     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 December 2004 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.

     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.

     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
     would take 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 filed a Motion

                                       9
<PAGE>

                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
 For the Three and Six Month Periods Ended August 27, 2005 and August 28, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated



     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.

     On June 9, 2005, NTP filed its Response with the CAFC, in which it opposed
     RIM's motion and alleged there was, and is, no settlement agreement
     reached by the parties. NTP's Response asked 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.

     On August 2, 2005, the CAFC issued a ruling that denied RIM's motion to
     stay the appeal and to remand the case to the District Court to enforce
     the settlement terms. The CAFC was not asked to and did not rule on the
     enforcement of the settlement and therefore the effect of this ruling is
     to leave matters relating to the enforcement of the settlement to be
     decided by the District Court at that point when the case is remanded
     there.

     In addition to the denial of the stay motion, the CAFC also issued a
     ruling on the appeal proceedings on August 2, 2005. In January 2005, RIM
     had petitioned the CAFC for a rehearing of the CAFC's initial December 14,
     2004 ruling by the three-judge panel and/or en banc review by all active
     judges of the CAFC. In its August 2, 2005 ruling, the CAFC granted RIM's
     petition for rehearing by the three-judge panel, thereby rendering moot
     the petition for en banc review. In its ruling, the three-judge panel of
     the CAFC formally withdrew its original decision of December 14, 2004, and
     replaced it with a new decision.

     At trial in the District Court in 2002, NTP had successfully asserted 16
     claims of five patents against RIM. The August 2, 2005 CAFC decision would
     reverse the District Court's ruling of infringement on six of the 16
     claims, and find that RIM does not infringe those six claims. Consistent
     with its prior ruling, the CAFC also would vacate the District Court's
     finding of infringement of an additional three of the 16 patent claims
     because the District Court erred in construing their scope, and would
     remand to the District Court for further proceedings based on the new
     claim construction. Infringement of the remaining seven claims of the NTP
     patents would be affirmed in the August 2, 2005 ruling.

     Consistent with its prior ruling, the CAFC also would vacate the damages
     award and injunction imposed by the District Court and order further
     proceedings.

     On August 16, 2005, RIM petitioned the CAFC for a rehearing of the CAFC's
     August 2 ruling as to the affirmed patent claims by the three-judge panel
     and/or en banc review by all active judges of the CAFC. The CAFC requested
     that NTP file a response. NTP filed a response on August 31, 2005. RIM's
     petition currently is pending before the CAFC. RIM continues to explore
     all of its available options with respect to the NTP matter, including a
     possible appeal to the United States Supreme Court of any adverse ruling
     from the CAFC, and will act to protect the Company's interests.

     During the second quarter of fiscal 2006, the Company recorded an expense
     of $6.6 million to account for incremental current and estimated future
     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
     August 27, 2005. The actual resolution of the NTP matter may materially
     differ from the provisions recorded as at August 27, 2005 as a result of
     future rulings by the


                                      10
<PAGE>

                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
 For the Three and Six Month Periods Ended August 27, 2005 and August 28, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated



     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. 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 courts to decide these matters and there can be no
     assurance of a favorable outcome of any litigation.

11.  INCOME TAXES

     For the first six months of fiscal 2006, the Company's net income tax
     expense was $62.9 million or a net effective tax rate of 20.5%. During the
     first quarter of fiscal 2006, the tax provision was reduced by $27.0
     million as a result of the Company realizing incremental cumulative
     investment tax credits ("ITCs") attributable to prior fiscal years. This
     resulted in a reduction of 8.8% in the expected tax provision for the
     first six months of fiscal 2006. ITCs 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 not recorded a valuation allowance against its deferred
     tax assets (February 26, 2005 - $nil).

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



                                      11
<PAGE>


                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
 For the Three and Six Month Periods Ended August 27, 2005 and August 28, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated



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       For the six months ended
                                                 -------------------------------------------------------------
                                                      August 27,    August 28,  |   August 27,    August 28,
                                                        2005           2004     |      2005          2004
                                                 -------------------------------|-----------------------------
                                                                                |
<S>                                                <C>             <C>             <C>             <C>
                                                                                |
Net income for basic and diluted earnings per                                   |
  share available to commons stockholders          $ 111,055       $  70,593    |  $ 243,575       $125,565
                                                 ===============================|=============================
                                                                                |
Weighted-average number of shares outstanding                                   |
  (000's) - basic                                    190,896         187,296    |    190,497        186,576
                                                                                |
Effect of dilutive securities: Employee stock                                   |
  options                                              7,521          10,421    |      7,500         10,140
                                                 -------------------------------|-----------------------------
                                                                                |
Weighted-average number of shares and                                           |
  assumed conversions - diluted                      198,417         197,717    |    197,997        196,716
                                                 ===============================|=============================
                                                                                |
Earnings per share  - reported                                                  |
  Basic                                             $   0.58        $   0.38    |   $   1.28        $  0.67
  Diluted                                           $   0.56        $   0.36    |   $   1.23        $  0.64

</TABLE>

13.  COMMITMENTS AND CONTINGENCIES

(a)  Credit Facility

     The Company has a $70 million Letter of Credit Facility ("the Facility")
     with a Canadian financial institution and 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. The Company has
     utilized an additional $5.7 million of the Facility to secure other
     operating and financing requirements. As at August 27, 2005, $16.3 million
     of the Facility was unused. The Company has pledged specific investments
     as security for this Facility.

     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, 2005 and 2006 quarterly deposit obligations being funded
     into the escrow bank account, which are both 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.

     The Company has additional credit facilities in the amount of $16.7
     million to support and secure other operating and financing requirements;
     as at August 27, 2005, $15.3 million of these facilities was unused. A
     general security agreement, and a general assignment of book debts have
     been provided as collateral for these facilities.


                                      12
<PAGE>

                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
 For the Three and Six Month Periods Ended August 27, 2005 and August 28, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated



(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. During the second quarter
     of fiscal 2006, the parties completed the filing of their respective
     briefs to the Appeals Court. Oral argument for the Appeal has not yet been
     scheduled. 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 August 27, 2005.

     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-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. On
     August 1, 2005 the United States District Court for the Northern District
     of Texas denied Eatoni's motion to dismiss RIM's declaratory judgement
     action. On August 8, 2005 the United States Court for the Southern
     District of New York dismissed Eatoni's New York suit. The trial date in
     Texas is set for November 6, 2006. As a result of a court-ordered
     mediation session on September 26, 2005, Eatoni and RIM have reached a
     preliminary settlement in this litigation. All pending litigation between
     the parties will be stayed for 30 days to allow the parties to negotiate
     and execute definitive agreements The amount of the preliminary settlement
     is not significant to these consolidated financial statements.

     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 has responded to the
     complaint by denying that the 961 patent is valid and/or infringed. 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 August 27, 2005.


                                      13
<PAGE>

                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
 For the Three and Six Month Periods Ended August 27, 2005 and August 28, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated



     On August 31, 2005, Morris Reese ("Reese") filed a complaint in the United
     States District Court for the Eastern District of Texas, Marshall
     division, against RIM Corporation, along with 7 other defendants alleging
     infringement of United States Patent No. 6,427,009 (the '009 patent). The
     '009 patent relates to Caller ID features. RIM's reply to the complaint is
     due October 21, 2005. At this time, the likelihood of damages or
     recoveries and the ultimate amounts, if any, with respect to the Reese
     action is not determinable. Accordingly, no amount has been recorded in
     these consolidated financial statements as at August 27, 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 date of TMO's
     appeal in the Litigation has been set for December 8, 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 August 27, 2005.

     On May 9, 2005, RIM UK filed an action against Inpro Licensing S.a.r.l.
     ("Inpro") 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
     after November 21, 2005, but before December 31, 2005. By a counterclaim
     in the High Court dated July 7, 2005, Inpro brought a claim against RIM UK
     in relation to RIM UK's activities alleging infringement of the UK Inpro
     Patent. Additionally, Inpro commenced a claim in the High Court at the
     same time against T-Mobile (UK) Limited ("TMO (UK)") alleging infringement
     of the UK Inpro Patent. On July 7, 2005, Inpro launched an application to
     amend the UK Inpro Patent. The hearing in relation to these questions of
     validity, amendment and infringement will take place in a five day trial
     commencing November 28, 2005 in the High Court. By a letter dated July 15,
     2005, T-Mobile International AG & Co. KG served a notice of claim on RIM
     UK for an indemnity in relation to the claim for infringement of the UK
     Inpro Patent brought by Inpro against TMO (UK) in the High Court. 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 August 27, 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. The Company joined the
     Litigation as an intervening party in support of the defendant TMO-DG
     effective April 21, 2005. The Court has set a hearing date for January
     2006. At this time, the likelihood of damages or


                                      14
<PAGE>

                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
 For the Three and Six Month Periods Ended August 27, 2005 and August 28, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated



     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 August 27, 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, expectations
     of future return rates and unit warranty repair costs. The expense is
     recorded 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 these estimates.

     The change in the Company's warranty expense and actual warranty
     experience for the six months ended August 27, 2005, as well as the
     accrued warranty obligations as at August 27, 2005, are set forth in the
     following table:


     Accrued warranty obligations as at February 26, 2005         $   14,657

     Warranty costs incurred for the six months ended
       August 27, 2005                                               (10,421)
     Warranty provision for the six months ended August 27, 2005      12,485
     Adjustments for changes in estimate for the six months
       ended August 27, 2005                                           3,052
                                                                  -----------

     Accrued warranty obligations as at August 27, 2005           $   19,773
                                                                  ===========


                                      15
<PAGE>


                           Research In Motion Limited
                 Notes to the Consolidated Financial Statements
                     Prepared in Accordance with U.S. GAAP
 For the Three and Six Month Periods Ended August 27, 2005 and August 28, 2004
                                  (unaudited)
 In thousands of U.S. dollars, except per share data and as otherwise indicated


16.  CASH FLOW INFORMATION

     Net changes in working capital items:

<TABLE>
<CAPTION>

                                    For the three months ended       For the six months ended
                               -----------------------------------------------------------------
                                   August 27,        August 28, |   August 27,    August 28,
                                      2005              2004    |      2005          2004
                               ---------------------------------|-------------------------------
                                                                |
<S>                              <C>              <C>             <C>             <C>
     Trade receivables           $  (2,100)       $   (1,887)   | $  (22,357)     $ (27,638)
     Other receivables              (8,861)          (16,281)   |    (19,537)       (12,647)
     Inventory                      (3,530)          (14,883)   |      8,567        (33,455)
     Restricted cash               (27,311)          (18,123)   |    (50,824)       (33,339)
     Other current assets                5            (1,227)   |     (2,449)        (3,423)
     Accounts payable                40,698            9,142    |     32,975         15,707
     Accrued liabilities              3,557           (6,569)   |     18,686         20,390
     Accrued litigation               2,826           18,022    |      6,163         33,206
     Income taxes payable             5,811              (15)   |      6,258             70
     Deferred revenue                  (257)            (655)   |        475         (2,020)
                               ---------------------------------|------------------------------
                                 $   10,838       $  (32,476)   | $  (22,043)     $ (43,149)
                               ================================================================
</TABLE>


17. COMPARATIVE FIGURES

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



                                      16


<PAGE>

                                                                     Document 2

<PAGE>


                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 2005








                           RESEARCH IN MOTION LIMITED

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED AUGUST 27, 2005 COMPARED
TO THE THREE MONTHS AND SIX MONTHS ENDED AUGUST 28, 2004

October 6, 2005



                                       1
<PAGE>


                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 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 and six months ended August 27, 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 October 6, 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.

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") and its plans and expectations
        relating to the NTP litigation;
    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 revenue;
    o   the Company's expectations relating to migration of its direct
        BlackBerry subscriber base to its carrier customers;
    o   the Company's revenue and earnings expectations;
    o   the Company's anticipated growth in RIM's subscriber base;
    o   the Company's estimates of purchase obligations and other contractual
        commitments; 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
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"


                                       2
<PAGE>


                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 2005


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 and to provide information to RIM regarding
        subscriber growth;
    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.

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

                                      3
<PAGE>


                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 2005


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 access") 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 revenue includes 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
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").


                                       4
<PAGE>


                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 2005


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 and are detailed below. Changes to
the Company's critical accounting policies and estimates from those disclosed
as at February 26, 2005 are included in the disclosure below.

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").

    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 pre-billing is recorded as deferred revenue.


                                       5
<PAGE>


                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 2005



    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.

    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.


                                       6
<PAGE>


                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 2005


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 estimated net realizable value or excess inventory
is written off.

Change in Estimate During the Second Quarter of Fiscal 2006

During the three months ended August 27, 2005, RIM recorded an incremental
provision of $3.9 million with respect to the write-down of certain excess and
obsolete sundry and accessories inventories to their respective estimated net
realizable values.

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 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". 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 any litigation
relating to the assertion of any Company-owned patents. If the Company is not
successful in any 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


                                       7
<PAGE>


                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 2005


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 Second 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
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 would
take 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 filed a Motion to Stay Appeal and Remand for Enforcement of Settlement
Agreement, which requests that the Court of Appeals for the Federal Circuit
(the "CAFC") stay the appeal and remand to the District Court to enforce the
Term Sheet. On August 2, 2005, the CAFC issued a ruling that denied RIM's
motion to stay the appeal and to remand the case to the District Court to
enforce the settlement terms. The CAFC was not asked to and did not rule on the
enforcement of the settlement and therefore the effect of this ruling is to
leave matters relating to the enforcement of the settlement to be decided by
the District Court at that point when the case is remanded there. On August 16,
2005, RIM petitioned the CAFC for a rehearing of the CAFC's August 2 ruling as
to the affirmed patent claims by the three-judge panel and/or en banc review by
all active judges of the CAFC. The CAFC requested that NTP file a response. NTP
filed a response on August 31, 2005. RIM's petition currently is pending before
the CAFC. 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 as at August 27, 2005.

During the second quarter of fiscal 2006, the Company recorded an incremental
provision of $6.6 million with respect to current and estimated future costs
for legal and professional fees related to the NTP matter.

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


                                       8
<PAGE>


                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 2005


changes to costs associated with servicing those obligations, revisions to the
estimated warranty liability would be required.

Change in Estimate During the Second Quarter of Fiscal 2006

During the three months ended August 27, 2005, RIM increased its estimated
warranty accrued liability by net $1.8 million, or 0.4% of revenue, which
included a $2.3 million incremental provision with respect to one handheld
series, as a result of changes in estimates for 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 August 27, 2005, or to the current average warranty return
rate, would have resulted in adjustments to warranty expense and pre-tax
earnings of approximately $2.0 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
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
("ITCs") earned on eligible scientific research and development ("SR&ED")
expenditures. Under this method, the ITCs 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
when required to reduce deferred income tax assets to the amount that is more
likely than not to be realized.

                                       9
<PAGE>


                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 2005


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 first quarter of fiscal 2006, 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
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 Payments, 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.

At the Company's 2005 Annual General Meeting on July 18, 2005, shareholders
approved the establishment of the Restricted Stock Unit ("RSU") Plan. The
eligible participants under the RSU Plan include any officer or employee of the
Company or its subsidiaries. RSU's are redeemed for either common shares issued
by the Company, common shares purchased on the open market or the cash
equivalent on the vesting dates established by the Company. Compensation
expense will be recognized upon issuance of RSU's over the vesting period.

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".

                                      10
<PAGE>


                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 2005


Common Shares Outstanding

On October 5, 2005, there were 191,080,902 common shares, 10,235,352 options to
purchase common shares and no RSU's outstanding.

Summary Results of Operations - Second Quarter of Fiscal 2006 Compared to
the Second 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 August
27, 2005:

                                      11
<PAGE>


                                      Research In Motion Limited
                               Management's Discussion and Analysis of
                            Financial Condition and Results of Operations
                      For the Three Months and Six Months Ended August 27, 2005


<TABLE>
<CAPTION>

                                             As at and for the Three Months Ended                Change
                                                                                                   Q2
                                         August 27, 2005              August 28, 2004          2006/2005
                                   ------------------------------------------------------------------------
                                  |                  (in thousands, except for per share amounts)          |
                                  |                          |                              |              |
<S>                                    <C>            <C>        <C>                <C>          <C>
Revenue                           |    $ 490,082      100.0% |  $   310,182         100.0%  |    $ 179,900 |
Cost of sales                     |      221,067       45.1% |      151,501          48.8%  |       69,566 |
                                  |--------------------------|------------------------------|--------------|
Gross margin                      |      269,015       54.9% |      158,681          51.2%  |      110,334 |
                                  |--------------------------|------------------------------|--------------|
                                  |                          |                              |              |
Expenses                          |                          |                              |              |
                                  |                          |                              |              |
  Research and                    |                          |                              |              |
  development                     |       37,677        7.7% |       24,588           7.9%  |       13,089 |
  Selling, marketing and          |                          |                              |              |
  administration                  |       72,263       14.7% |       44,016          14.2%  |       28,247 |
  Amortization                    |       11,549        2.4% |        9,442           3.1%  |        2,107 |
                                  |--------------------------|------------------------------|--------------|
   Sub-total                      |      121,489       24.8% |       78,046          25.2%  |       43,443 |
                                  |--------------------------|------------------------------|--------------|
Litigation (1)                    |        6,640        1.4% |       18,304           5.9%  |     (11,664) |
                                  |--------------------------|------------------------------|--------------|
                                  |      128,129       26.1% |       96,350          31.1%  |       31,779 |
                                  |--------------------------|------------------------------|--------------|
Income from operations            |      140,886       28.7% |       62,331          20.1%  |       78,555 |
                                  |                          |                              |              |
Investment income                 |       15,700        3.2% |        8,588           2.8%  |        7,112 |
                                  |--------------------------|------------------------------|--------------|
Income before income taxes        |      156,586       32.0% |       70,919          22.9%  |       85,667 |
                                  |                          |                              |              |
Provision for income taxes (2)    |       45,531        9.3% |          326             -   |      (45,205)|
                                  |--------------------------|------------------------------|------------- |
                                  |                          |                              |              |
Net income                        |    $ 111,055       22.7% |  $    70,593          22.8%  |    $  40,462 |
                                  |==========================|  ============   ============ |  ============|
                                  |                          |                              |              |
Earnings per share                |                          |                              |              |
 Basic                            |    $    0.58             |  $      0.38                 |    $    0.20 |
                                  |==============            |  ============                |  ============|
                                  |                          |                              |              |
 Diluted                          |    $    0.56             |  $      0.36                 |    $    0.20 |
                                  |==============            |  ============                |  ============|
                                   --------------------------   -------------------------------------------


Total assets                          $2,943,160                $ 2,156,574
Total liabilities                        702,634                    282,478
Shareholders' equity                  $2,240,526                $ 1,874,096

</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.


                                      12
<PAGE>

                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 2005


Executive Summary

The Company's net income increased by $40.5 million to $111.1 million, or $0.58
basic earnings per share and $0.56 diluted earnings per share, in the second
quarter of fiscal 2006, compared to $70.6 million, or $0.38 basic earnings per
share and $0.36 diluted earnings per share, in the second 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".

Second Quarter 2006 Key Factors

Revenue and resulting gross margin growth

Revenue increased by $179.9 million to $490.1 million in the second quarter of
fiscal 2006 compared to $310.2 million in the preceding year's second quarter.
The number of BlackBerry handhelds sold increased by 412,000, or 75.3%, to
959,000 in the second quarter of fiscal 2006, compared to 547,000 during the
second quarter of fiscal 2005. Service revenue increased by $31.3 million to
$85.5 million, reflecting the Company's increase in BlackBerry subscribers
during the period. Software revenue increased by $14.8 million to $40.6 million
in the second quarter of fiscal 2006. Other revenue increased by $11.2 million
to $21.5 million in the second quarter of fiscal 2006; the majority of the
increase was attributable to increases in non-warranty repair, NRE and
accessories revenues.

Primarily due to the $179.9 million revenue increase, gross margin increased by
$110.3 million, or 69.5 %, to $269.0 million, or 54.9% of revenue, in the
second quarter of fiscal 2006, compared to $158.7 million, or 51.2% of revenue,
in the same period of the previous fiscal year. During the second quarter of
fiscal 2006, the Company recorded charges to Cost of Sales for an incremental
warranty provision, due to a change in the estimated return rates and average
repair cost per unit for certain handheld product lines, and for the write-down
of certain excess and obsolete sundry and accessories inventories to their
respective estimated net realizable values. These two charges totalled $6.2
million or 1.3% of consolidated revenues. The increase of 3.7% in gross margin
in the second 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 revenue, as well
as favourable changes in BlackBerry handheld product mix. See also "Results of
Operations - Gross Margin".

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 second quarter of fiscal 2006. Research
and development, Selling, marketing and administration, and Amortization
expenses increased by $43.5 million, or 55.7%, to $121.5 million in the second
quarter of fiscal 2006 from $78.0 million in the second quarter of fiscal 2005.
As a percentage of revenue, Research and development, Selling, marketing and
administration, and Amortization expenses decreased to 24.8% during the second
quarter of fiscal 2006, compared to 25.2% in the second quarter of fiscal 2005.

Litigation charges

Litigation expense totalled $6.6 million in second quarter of fiscal 2006, a
decrease of $11.7 million compared to $18.3 million in comparable period of
fiscal 2005. See "Results of Operations - Litigation" and note 10 to the
Consolidated Financial Statements.

                                      13
<PAGE>


                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 2005


Investment income

Investment income increased by $7.1 million to $15.7 million in the second
quarter of fiscal 2006 from $8.6 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 second quarter of fiscal 2006, the Company's income tax expense was
$45.5 million, an effective rate of 29.1%, compared to $0.3 million in the
second quarter of fiscal 2005. 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 including the
latest quarter ended August 27, 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 and Six Months Ended August 27, 2005


<TABLE>
<CAPTION>

                                                     Fiscal 2006 Year                   Fiscal 2005 Year
                                                Second               First           Fourth            Third
                                                Quarter             Quarter          Quarter          Quarter
                                             ---------------   -------------------------------------------------
                                                             (in thousands, except per share data)

<S>                                              <C>               <C>             <C>              <C>
Revenue                                          $  490,082        $  453,948      $  404,802       $  365,852

Gross margin                                        269,015           250,217         229,924          191,295

Research and development, Selling,
marketing and administration, and
Amortization                                        121,489           107,688          94,785           84,771
Litigation (1)                                        6,640             6,475         294,194           24,551
Investment income                                   (15,700)          (13,816)        (11,926)         (10,133)
                                             ---------------   ---------------  --------------  ---------------
Income (loss) before income taxes                   156,586           149,870        (147,129)          92,106

Provision for (recovery of) income
taxes(2)                                             45,531            17,350        (144,556)           1,711
                                             ---------------   ---------------  --------------  ---------------

Net income (loss)                                $  111,055        $  132,520      $   (2,573)       $  90,395
                                             ===============   ===============  ==============  ===============

Earnings (loss) per share
  Basic                                          $     0.58        $     0.70      $   (0.01)        $    0.48

  Diluted                                        $     0.56        $     0.67      $   (0.01)        $    0.46

 --------------------------------------------------------------------------------------------------------------
| Research and development                       $   37,677        $   34,534      $   29,076        $  27,137 |
| Selling, marketing and administration              72,263            62,871          56,595           49,297 |
| Amortization                                       11,549            10,283           9,114            8,337 |
|                                            ---------------   ---------------  --------------  ---------------|
|                                                $  121,489        $  107,688      $   94,785        $  84,771 |
|                                            ===============   ===============  ==============  ===============|
 ---------------------------------------------------------------------------------------------------------------
</TABLE>


                                                        15
<PAGE>


                                     Research In Motion Limited
                              Management's Discussion and Analysis of
                           Financial Condition and Results of Operations
                     For the Three Months and Six Months Ended August 27, 2005

<TABLE>
<CAPTION>

                                                     Fiscal 2005 Year                   Fiscal 2004 Year
                                                Second               First           Fourth            Third
                                                Quarter             Quarter          Quarter          Quarter
                                             ---------------   -------------------------------------------------
                                                             (in thousands, except per share data)

<S>                                              <C>             <C>               <C>               <C>
Revenue                                          $ 310,182       $  269,611        $ 210,585         $ 153,891

Gross margin                                       158,681          134,633          103,476            72,398

Research and development, Selling,
marketing and administration, and
Amortization                                        78,046           70,249           56,889            49,132
Litigation (1)                                      18,304           15,579           12,874             9,201
Investment income                                   (8,588)          (6,460)          (3,624)           (2,264)
                                            ---------------  ---------------  ---------------   ---------------
Income before income taxes                          70,919           55,265           37,337            16,329

Provision for (recovery of) income
taxes (2)                                              326              293          (4,200)                 -
                                            ---------------  ---------------  ---------------   ---------------
Net income                                       $  70,593        $  54,972        $  41,537         $  16,329
                                            ===============  ===============  ===============   ===============

Earnings per share (3)
  Basic                                          $    0.38        $    0.30         $   0.24         $    0.10

  Diluted                                        $    0.36        $    0.28         $   0.23         $    0.10

 ----------------------------------------------------------------------------------------------------------------
| Research and development                       $  24,588        $  20,379        $  17,877         $  15,673   |
| Selling, marketing and administration             44,016           40,822           32,310            26,233   |
| Amortization                                       9,442            9,048            6,702             7,226   |
|                                           ---------------  ---------------  ---------------   ---------------  |
|                                                $  78,046        $  70,249        $  56,889         $  49,132   |
|                                           ===============  ===============  ===============   ===============  |
|                                                                                                                |
 ----------------------------------------------------------------------------------------------------------------
</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".

                                                      16
<PAGE>


                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 2005



Results of Operations

Three months ended August 27, 2005 compared to the three months ended
August 28, 2004


Revenue

Revenue for the second quarter of fiscal 2006 was $490.1 million, an increase
of $179.9 million, or 58.0%, from $310.2 million in the second quarter of
fiscal 2005.

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

<TABLE>
<CAPTION>
                                           Three Months Ended                        Change - Fiscal
                                  August 27, 2005          August 28, 2004               2006/2005
<S>                                <C>         <C>           <C>          <C>       <C>            <C>
                             ----------------------------------------------------------------------------
                            |                        |                         |                         |
Number of handhelds sold    |      959,000           |       547,000           |    412,000        75.3% |
                            |==============          |===============          |=========================|
                            |                        |                         |                         |
ASP                         |      $   357           |  $        402           | $      (45)      (11.2%)|
                            |==============          |===============          |=========================|
                            |                        |                         |                         |
BlackBerry subscribers at   |                        |                         |                         |
fiscal period end           | 3.65 million           |  1.66 million           | 1.99 million     119.9% |
                            |==============          |===============          |=========================|
                            |                        |                         |                         |
Revenue                     |                        |                         |                         |
 Handhelds                  |    $ 342,574      69.9%|  $    219,860      70.9%| $   122,714       55.8% |
 Service                    |       85,468      17.4%|        54,222      17.5%|      31,246       57.6% |
 Software                   |       40,554       8.3%|        25,801       8.3%|      14,753       57.2% |
 Other                      |       21,486       4.4%|        10,299       3.3%|      11,187      108.6% |
                            |------------------------|-------------------------|-------------------------|
                            |    $ 490,082     100.0%|  $    310,182     100.0%| $   179,900       58.0% |
                            | =======================|=========================|=========================|
                             ------------------------                           -------------------------
</TABLE>

Handheld revenue increased by $122.7 million, or 55.8%, to $342.6 million, or
69.9% of consolidated revenue, in the second quarter of fiscal 2006 compared to
$219.9 million, or 70.9%, of consolidated revenue in the second quarter of
fiscal 2005. This increase in handheld revenue over the prior year's period is
primarily attributable to a volume increase of 412,000 units, or 75.3%, to
approximately 959,000 units in the current fiscal quarter, compared to
approximately 547,000 units in the second quarter of fiscal 2005. ASP decreased
by $45, or 11.2%, to $357 in the current quarter from $402 in the second
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 or 2.8% change in ASP would result in a
quarterly revenue change of approximately $9.6 million, based upon the
Company's volume of handhelds shipped in the second 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 and Six Months Ended August 27, 2005


Service revenue increased $31.3 million, or 57.6%, to $85.5 million and
comprised 17.4% of consolidated revenue in the second quarter of fiscal 2006,
compared to $54.2 million, or 17.5% of consolidated revenue, in the second
quarter of fiscal 2005. BlackBerry subscribers increased to approximately 3.65
million as at August 27, 2005, compared to approximately 3.11 million as at May
28, 2005 and approximately 1.66 million as at August 28, 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 revenue include fees from licensed BES software, CALs, maintenance,
technical support and upgrades. Software revenue increased $14.8 million to
$40.6 million and comprised 8.3% of consolidated revenue in the second quarter
of fiscal 2006, compared to $25.8 million, or 8.3% of consolidated revenue, in
the second quarter of fiscal 2005.

Other revenue, which includes NRE, accessories, repair and maintenance
programs, and sundry, increased by $11.2 million to $21.5 million in the second
quarter of fiscal 2006 compared to $10.3 million in the second quarter of
fiscal 2005. The majority of the increase was attributable to increases in
non-warranty repair, NRE and accessories revenue.

Gross Margin

Gross margin increased by $110.3 million, or 69.5 %, to $269.0 million, or
54.9% of revenue, in the second quarter of fiscal 2006, compared to $158.7
million, or 51.2% of revenue, in the same period of the previous fiscal year.
The net improvement of 3.7% in consolidated gross margin percentage was
primarily due to the following factors:

    o   An increase in NRE revenue in the second quarter of fiscal 2006;
    o   Favourable changes in BlackBerry handheld product mix in the second
        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 second quarter of fiscal 2006 compared to
        the second quarter of fiscal 2005; and
    o   A decline in amortization expense as a percentage of consolidated
        revenue in the second quarter of fiscal 2006 compared to the second
        quarter of fiscal 2005, as the Company continues to realize economies
        of scale in its manufacturing and service operations.

During the second quarter of fiscal 2006, the Company recorded charges to Cost
of Sales for an incremental warranty provision, due to a change in the
estimated return rates and average repair cost per unit for certain handheld
product lines, and for the write-down of certain excess and obsolete sundry and
accessories inventories to their respective estimated net realizable values.
These two charges totalled $6.2 million or 1.3% of consolidated revenues.


                                      18
<PAGE>


                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 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
August 27, 2005 compared to the quarter ended May 28, 2005 and the quarter
ended August 28, 2004. The Company believes it is meaningful to provide a
comparison between the second quarter and the first quarter of fiscal 2006
given the quarterly increases in revenue realized by the Company during fiscal
2006.

<TABLE>
<CAPTION>
                                                   Three Month Fiscal Periods Ended
                                 August 27, 2005               May 28, 2005             August 28, 2004
                          ----------------------------------------------------------------------------------
                                 $            % of                       % of                        % of
                                            Revenue           $         Revenue          $          Revenue

<S>                          <C>                         <C>                         <C>
Revenue                      $ 490,082                   $ 453,948                   $ 310,182
                          ----------------------------------------------------------------------------------

Research and development      $ 37,677         7.7%      $  34,534         7.6%      $  24,588         7.9%
Selling, marketing and
administration                  72,263        14.7%         62,871        13.8%         44,016        14.2%
Amortization                    11,549         2.4%         10,283         2.3%          9,442         3.1%
                          ----------------------------------------------------------------------------------
                             $ 121,489        24.8%      $ 107,688        23.7%      $  78,046        25.2%
                          ==================================================================================
</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 $13.1 million to $37.7
million, or 7.7% of revenue, in the quarter ended August 27, 2005, compared to
$24.6 million, or 7.9% of revenue, in the second quarter of fiscal 2005. The
majority of the increases during the second quarter of fiscal 2006, compared to
the second quarter of fiscal 2005, were attributable to salaries and benefits,
third party new product development costs, office and related staffing
infrastructure costs and travel.

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 $28.3 million to
$72.3 million, or 14.7% of revenue, for the second quarter of fiscal 2006
compared to $44.0 million, or 14.2% of revenue, for the comparable period in
fiscal 2005.

                                      19
<PAGE>


                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 2005


The net increase of $28.2 million was primarily attributable to increased
expenditures for marketing, advertising and promotion expenses, compensation
expense, consulting and external advisory costs, travel, legal and professional
fees, 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 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 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 December 2004 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.

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


                                      20
<PAGE>


                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 2005


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 would
take 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 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.

On June 9, 2005, NTP filed its Response with the CAFC, in which it opposed
RIM's motion and alleged there was, and is, no settlement agreement reached by
the parties. NTP's Response asked 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.

On August 2, 2005, the CAFC issued a ruling that denied RIM's motion to stay
the appeal and to remand the case to the District Court to enforce the
settlement terms. The CAFC was not asked to and did not rule on the enforcement
of the settlement and therefore the effect of this ruling is to leave matters
relating to the enforcement of the settlement to be decided by the District
Court at that point when the case is remanded there.

In addition to the denial of the stay motion, the CAFC also issued a ruling on
the appeal proceedings on August 2, 2005. In January 2005, RIM had petitioned
the CAFC for a rehearing of the CAFC's initial December 14, 2004 ruling by the
three-judge panel and/or en banc review by all active judges of the CAFC. In
its August 2, 2005 ruling, the CAFC granted RIM's petition for rehearing by the
three-judge panel, thereby rendering moot the petition for en banc review. In
its ruling, the three-judge panel of the CAFC formally withdrew its original
decision of December 14, 2004, and replaced it with a new decision.

At trial in the District Court in 2002, NTP had successfully asserted 16
claims of five patents against RIM. The August 2, 2005 CAFC decision would
reverse the District Court's ruling of infringement on six of the 16 claims,
and find that RIM does not infringe those six claims. Consistent with its
prior ruling, the CAFC also would vacate the District Court's finding of
infringement of an additional three of the 16 patent claims


                                      21
<PAGE>


                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 2005


because the District Court erred in construing their scope, and would remand to
the District Court for further proceedings based on the new claim construction.
Infringement of the remaining seven claims of the NTP patents would be affirmed
in the August 2, 2005 ruling.

Consistent with its prior ruling, the CAFC also would vacate the damages award
and injunction imposed by the District Court and order further proceedings.

On August 16, 2005, RIM petitioned the CAFC for a rehearing of the CAFC's
August 2 ruling as to the affirmed patent claims by the three-judge panel
and/or en banc review by all active judges of the CAFC. The CAFC requested that
NTP file a response. NTP filed a response on August 31, 2005. RIM's petition
currently is pending before the CAFC. RIM continues to explore all of its
available options with respect to the NTP matter, including a possible appeal
to the United States Supreme Court of any adverse ruling from the CAFC, and
will act to protect the Company's interests.

During the second quarter of fiscal 2006, the Company recorded an expense of
$6.6 million to account for incremental current and estimated future 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
and in note 10 to the Consolidated Financial Statements, have been provided for
as NTP litigation expenses as at August 27, 2005. The actual resolution of the
NTP matter may materially differ from the provisions recorded as at August 27,
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. 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 courts to decide these
matters and there can be no assurance of a favorable outcome of any litigation.

Investment Income

Investment income increased by $7.1 million to $15.7 million in the second
quarter of fiscal 2006 from $8.6 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.

Income Taxes

For the second quarter of fiscal 2006, the Company's income tax expense with
respect to net income earned was $45.5 million, resulting in an effective tax
rate of 29.1%.

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.

                                     22
<PAGE>


                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 2005


For the second quarter 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 August 28, 2004, the Company had
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 $111.1 million, or $0.58 per share basic and $0.56 per share
diluted, in the second quarter of fiscal 2006 compared to net income of $70.6
million, or $0.38 per share basic and $0.36 per share diluted, in the prior
year's comparable period.

Six months ended August 27, 2005 compared to the six months ended
August 28, 2004

Revenue

Revenue for the first half of fiscal 2006 was $944.0 million, an increase of
$364.2 million, or 62.8%, from $579.8 million in the first six months of fiscal
2005.

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

<TABLE>
<CAPTION>

                                             Six Months Ended                         Change Fiscal
                                 August 27, 2005           August 28, 2004              2006/2005
                            --------------------------------------------------------------------------
<S>                           <C>              <C>     <C>             <C>       <C>            <C>
Number of handhelds sold   |    1,799,000           |   1,025,000             |    774,000      75.5% |
                           |==============          |=============            |=======================|
ASP                        |  $       365           |  $      394             |  $     (29)     (7.4%)|
                           |==============          |=============            |=======================|
Revenue                    |                        |                         |                       |
 Handhelds                 |  $   656,833      69.6%|  $  404,050      69.7%  |  $ 252,783      62.6% |
 Service                   |      162,510      17.2%|     106,374      18.3%  |     56,136      52.8% |
 Software                  |       87,994       9.3%|      50,264       8.7%  |     37,730      75.1% |
 Other                     |       36,693       3.9%|      19,105       3.3%  |     17,588      92.1% |
                           |------------------------|-------------------------|-----------------------|
                           |  $   944,030     100.0%|  $  579,793     100.0%  |  $ 364,237      62.8% |
                           |========================|=========================|=======================|
                            ------------------------                           -----------------------
</TABLE>

Handheld revenue increased by $252.8 million, or 62.6%, to $656.8 million, or
69.6% of consolidated revenue, in the first six months of fiscal 2006 compared
to $404.0 million, or 69.7%, of consolidated revenue in the first half of
fiscal 2005. This increase in handheld revenue over the prior year's period is
primarily attributable to a volume increase of 774,000 units or 75.5% to
approximately 1,799,000 units in the first six months of fiscal 2006, compared
to approximately 1,025,000 units in the first half of fiscal 2005, partially
offset by a decrease of $29 or 7.4%, in ASP to $365 in the current six month
fiscal period from $394 in the first half of fiscal 2005.

                                     23
<PAGE>


                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 2005


Service revenue increased $56.1 million, or 52.8%, to $162.5 million and
comprised 17.2% of consolidated revenue in the first six months of fiscal 2006,
compared to $106.4 million, or 18.3% of consolidated revenue in the first six
months of fiscal 2005.

Software revenue increased $37.7 million, or 75.1%, to $88.0 million in the
first six months of fiscal 2006 from $50.3 million in the first half of fiscal
2005.

Other revenue increased by $17.6 million to $36.7 million in the first six
months of fiscal 2006 compared to $19.1 million in the first half of fiscal
2005. The majority of the increase was attributable to increases in
non-warranty repair, NRE and accessories revenue.

Gross Margin

Gross margin increased by $225.9 million, or 77.0 %, to $519.2 million, or
55.0% of revenue, in the first six months of fiscal 2006, compared to $293.3
million, or 50.6% of revenue, in the same period of the previous fiscal year.
The impact of the aforementioned $6.2 million provision for incremental
warranty and inventory write-downs recorded in the second quarter of fiscal
2006 represented 0.7% of gross margin. The net improvement of 4.4% in
consolidated gross margin percentage was primarily due to the following
factors:

    o   Software revenue at $88.0 million comprised 9.3% of the consolidated
        revenue mix in the first six months of fiscal 2006, compared to $50.3
        million and 8.7% respectively in the first six months of fiscal 2005;
    o   An increase in NRE revenue in the first six months of fiscal 2006;
    o   Favourable changes in BlackBerry handheld product mix in the first
        six months 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 six months of fiscal 2006
        compared to the first half of fiscal 2005; and
    o   A decline in amortization expense as a percentage of consolidated
        revenue in the first six months of fiscal 2006 compared to the first
        half of fiscal 2005, as the Company continues to realize economies of
        scale in its manufacturing and service operations.

Research and Development

Research and development expenditures increased by $27.2 million to $72.2
million, or 7.6% of revenue, in the six months ended August 27, 2005, compared
to $45.0 million, or 7.8% of revenue, in the first six months of fiscal 2005.
The majority of the increases during the first six months of fiscal 2006,
compared to fiscal 2005, were attributable to salaries and benefits, third
party new product development costs, travel, office and related staffing
infrastructure costs.

Selling, Marketing and Administration Expenses

Selling, marketing and administrative expenses increased by $50.3 million to
$135.1 million for the first six months of fiscal 2006 compared to $84.8
million for the comparable period in fiscal 2005. As a percentage of revenue,
selling, marketing and administrative expenses declined to 14.3% in the current
fiscal period versus 14.6% in the comparable preceding fiscal period.

                                     24
<PAGE>


                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 2005


The net increase of $50.3 million was primarily attributable to increased
expenditures for marketing, advertising and promotion expenses, compensation
expense, consulting and external advisory costs, travel, and office and related
staffing infrastructure costs.



                                     25
<PAGE>


                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 2005


Investment Income

Investment income increased by $14.5 million to $29.5 million in the first six
months of fiscal 2006 from $15.0 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 fiscal period.

Income Taxes

For the first six months of fiscal 2006, the Company's income tax expense was
$62.9 million, resulting in an effective tax rate of 20.5%. During the first
quarter of fiscal 2006, the tax provision was reduced by $27.0 million 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 six months of fiscal 2005, the Company's income tax expense was
$0.6 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.

Net Income

Net income was $243.6 million, or $1.28 per share basic and $1.23 per share
diluted, in the first six months of fiscal 2006 compared to net income of
$125.6 million, or $0.67 per share basic and $0.64 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
$115.9 million to $1.90 billion as at August 27, 2005 from $1.78 billion as at
May 28, 2005. The majority of the Company's cash and cash equivalents,
short-term investments and investments are denominated in U.S. dollars as at
August 27, 2005.

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

                                     26
<PAGE>


                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 2005

<TABLE>
<CAPTION>
                                      As at August 27,     As at May 28,   Change - Fiscal
                                            2005               2005           2006/2005
                                    ------------------------------------------------------
<S>                                     <C>                 <C>               <C>
Cash and cash equivalents               $  1,083,390        $  912,324        $ 171,066
Short-term investments                       123,593           202,671          (79,078)
Investments                                  691,598           667,712           23,886
                                    ------------------------------------------------------
Cash, cash equivalents, short-term
investments and investments             $  1,898,581      $  1,782,707        $ 115,874
                                    ======================================================
</TABLE>


Three months ended August 27, 2005 compared to the three months ended
August 28, 2004

Cash flow provided by operating activities was $174.0 million in the second
quarter of fiscal 2006, compared to cash flow provided by operating activities
of $54.9 million in the second quarter of the preceding fiscal year, an
increase of $119.0 million. The table below summarizes the key components of
this net increase.

<TABLE>
<CAPTION>

                                                     Three Months Ended                   Change
                                           August 27, 2005         August 28, 2004      2006/2005
                                       -----------------------------------------------------------
<S>                                        <C>                     <C>                  <C>
Net income                                 $     111,055           $      70,593        $  40,462

Amortization                                      20,967                  16,738            4,229
Deferred income taxes                             31,532                       -           31,532
Changes in:
  Trade receivables                               (2,100)                 (1,887)            (213)
  Other receivables                               (8,861)                (16,281)           7,420
  Inventory                                       (3,530)                (14,883)          11,353
  Accounts payable                                40,698                   9,142           31,556
  Accrued liabilities                              3,557                  (6,569)          10,126
  All other                                        5,135                  (1,816)           6,951
                                       -----------------------------------------------------------

Changes in working capital items -
before NTP litigation items                      198,453                  55,037          143,416

  Litigation provision                             2,826                  18,022          (15,196)
  Restricted cash                                (27,311)                (18,123)          (9,188)
                                       -----------------------------------------------------------
Sub-total                                        (24,485)                   (101)          (24,384)
                                       -----------------------------------------------------------

Cash flows from operating activities       $     173,968           $      54,936        $ 119,032
                                       ===========================================================
</TABLE>


Cash flow provided by financing activities was $3.3 million for the second
quarter of fiscal 2006 compared to cash flow provided by financing activities
of $12.1 million in the fiscal 2005 comparable period, both primarily
attributable to proceeds from the exercise of stock options.


                                     27
<PAGE>


                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 2005


Cash flow used in investing activities, excluding transactions involving the
proceeds on sale or maturity of short-term investments and investments, net of
the costs of acquisition, amounting to $52.6 million, was $59.3 million for the
second quarter of fiscal 2006, including capital asset expenditures of $55.7
million and intangible asset expenditures of $3.6 million. For the second
quarter of the prior fiscal year, cash flow used in investing activities,
excluding transactions involving the costs of acquisition of short-term
investments and investments, net of the proceeds on sale or maturity, amounting
to $106.4 million, was $28.9 million and primarily include capital asset
expenditures of $19.7 million and intangible asset expenditures of $7.1
million.

Six months ended August 27, 2005 compared to the six months ended
August 28, 2004

Cash flow provided by operating activities was $309.3 million in the first six
months of fiscal 2006 compared to cash flow provided by operating activities of
$117.3 million in the first six months of the preceding fiscal year, an
increase of $192.0 million. The table below summarizes the key components of
this net increase.

<TABLE>
<CAPTION>

                                                     Six Months Ended                    Change
                                          August 27, 2005        August 28, 2004       2006/2005
                                        ---------------------------------------------------------
<S>                                       <C>                     <C>                  <C>
Net income                                $     243,575           $     125,565        $ 118,010

Amortization                                     39,193                  34,794            4,399
Deferred income taxes                            48,921                       -           48,921

Changes in:
     Trade receivables                          (22,357)                (27,638)            5,281
     Other receivables                          (19,537)                (12,647)          (6,890)
     Inventory                                    8,567                 (33,455)          42,022
     Accounts payable                            32,975                  15,707           17,268
     Accrued liabilities                         18,686                  20,390           (1,704)
     All other                                    3,888                  (5,254)           9,142
                                        ---------------------------------------------------------

Changes in working capital items -
before NTP litigation items                     353,911                 117,462          236,449

     Litigation provision                         6,163                  33,206          (27,043)
     Restricted cash                            (50,824)                (33,339)         (17,485)
                                        ---------------------------------------------------------
Sub-total                                       (44,661)                   (133)         (44,528)
                                        ---------------------------------------------------------
Cash flows from operating activities      $     309,250           $     117,329        $ 191,921
                                        =========================================================
</TABLE>

Cash flow provided by financing activities was $11.5 million for the first six
months of fiscal 2006 compared to cash flow provided by financing activities of
$31.7 million in the fiscal 2005 comparable period, both primarily attributable
to proceeds from the exercise of stock options.

Cash flow used in investing activities, excluding transactions involving the
proceeds on sale or maturity of short-term investments and investments, net of
the costs of acquisition, amounting to $252.6 million, was $100.7 million for
the first six months of fiscal 2006, including capital asset expenditures of
$87.0 million and intangible asset expenditures of $9.9 million. For the first
six months of the prior fiscal year, cash flow used in investing activities,
excluding transactions involving the costs of acquisition of short-term


                                     28
<PAGE>

                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 2005


investments and investments, net of the proceeds on sale or maturity, amounting
to $583.3 million, was $47.5 million and primarily include capital asset
expenditures of $36.9 million and intangible asset expenditures of $8.4
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 revenue (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 August 27, 2005, the Company made the quarterly deposit with
respect to the second 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 two quarters of fiscal 2006, and the quarterly
deposits for fiscal 2005 and fiscal 2004, are reflected as Restricted cash of
$162.8 million on the Consolidated Balance Sheet as at August 27, 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 August
27, 2005:

<TABLE>
<CAPTION>
                                                                     One to                   Greater
                                                     Less than       Three       Four to     than Five
                                            Total    One Year        Years      Five Years     Years
                                      ----------------------------------------------------------------
                                     |             |
<S>                                      <C>           <C>          <C>           <C>          <C>
Long-term debt                       |   $   6,841 |   $     239    $  6,602      $     -      $     -
Operating lease obligations          |      17,095 |       3,367       6,436        3,015        4,277
Purchase obligations and commitments |     404,527 |     404,527           -            -            -
Other long-term liabilities          |           - |           -           -            -            -
                                     |-------------|---------------------------------------------------
Total                                |   $ 428,463 |   $ 408,133    $ 13,038      $ 3,015      $ 4,277
                                     |=============|===================================================
                                      -------------
</TABLE>

Purchase obligations and commitments of $404.5 million as of August 27, 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


                                     29
<PAGE>

                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 2005


purchase commitments if the Company's changes to demand plans adversely affects
these certain key suppliers.

As of August 27, 2005 the Company has commitments on account of capital
expenditures of approximately $18.0 million included in the $404.5 million
above, primarily for manufacturing, information technology including service
operations and a building.

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 $1.90
billion as at August 27, 2005. The Company's cash position, net of the $450
million litigation resolution liability, is $1.61 billion, as $162.8 million
has already been funded into escrow (see "NTP Litigation Funding"). 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 August 27, 2005, approximately
2% of cash and cash equivalents, 35% of trade receivables and 22% of accounts
payable and accrued liabilities are denominated in foreign currencies (August
28, 2004 - 1%, 26%, and 16%, respectively). These foreign currencies primarily
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 August 27, 2005. As at
August 27, 2005, the unrealized gain on these forward contracts was
approximately $19.6 million (August 28, 2004 - $7.1 million). 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


                                      30
<PAGE>


                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 2005


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 August 27, 2005, a gain of $0.2 million
was recorded in respect of this amount (August 28, 2004 - $0.1 million). 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, to sell British
Pounds and purchase U.S. Dollars, and to sell Hungarian Forint 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 August 27, 2005, a loss of $1.0 million was recorded in respect of this
amount (August 28, 2004 - gain of $0.3 million). 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 August 27, 2005, a gain of $0.6 million was recorded in
respect of this amount (August 28, 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.

Credit and Customer Concentration

RIM has historically been dependent on a 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 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%, 16% and 12% of trade receivables as
at August 27, 2005 (May 28, 2005 - three customers comprised 16%, 14% and 13%).
Additionally, four customers comprised 23%, 15%, 11% and 11% of the Company's
fiscal 2006 second quarter sales (second quarter of fiscal 2005 - four
customers comprised 14%, 13%, 12% and 10%).

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 August 27, 2005 the maximum exposure to a single
counterparty was 33% of outstanding derivative instruments (August 28, 2004 -
40%).


                                      31
<PAGE>


                           Research In Motion Limited
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
           For the Three Months and Six Months Ended August 27, 2005



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 August 27, 2005, no single issuer represented more than 8% of
the total cash, cash equivalents and investments (August 28, 2004 - no single
issuer represented more than 7% of the total cash, cash equivalents and
investments).

                                      32

<PAGE>

                                                                     Document 3

<PAGE>


                                 FORM 52-109FT2
                                 --------------

                        CERTIFICATION OF INTERIM FILINGS
                            DURING TRANSITION PERIOD


I, James Balsillie, the Co-Chief Executive Officer of Research In Motion
Limited certify that:

1.       I have reviewed the interim filings (as this term is defined in
         Multilateral Instrument 52-109 Certification of Disclosure in Issuers'
         Annual and Interim Filings) of Research In Motion Limited (the issuer)
         for the interim period ending August 27, 2005;

2.       Based on my knowledge, the interim filings do not contain any untrue
         statement of a material fact or omit to state a material fact required
         to be stated or that is necessary to make a statement not misleading
         in light of the circumstances under which it was made, with respect to
         the period covered by the interim filings; and

3.       Based on my knowledge, the interim financial statements together with
         the other financial information included in the interim filings fairly
         present in all material respects the financial condition, results of
         operations and cash flows of the issuer, as of the date and for the
         periods presented in the interim filings.


Date: October 6, 2005.


/s/ James Balsillie
---------------------------
James Balsillie
Co-Chief Executive Officer


<PAGE>

                                                                     Document 4


<PAGE>


                                 FORM 52-109FT2
                                 --------------

                        CERTIFICATION OF INTERIM FILINGS
                            DURING TRANSITION PERIOD


I, Michael Lazaridis, the Co-Chief Executive Officer of Research In Motion
Limited certify that:

1.       I have reviewed the interim filings (as this term is defined in
         Multilateral Instrument 52-109 Certification of Disclosure in Issuers'
         Annual and Interim Filings)of Research In Motion Limited (the issuer)
         for the interim period ending August 27, 2005;

2.       Based on my knowledge, the interim filings do not contain any untrue
         statement of a material fact or omit to state a material fact required
         to be stated or that is necessary to make a statement not misleading
         in light of the circumstances under which it was made, with respect to
         the period covered by the interim filings; and

3.       Based on my knowledge, the interim financial statements together with
         the other financial information included in the interim filings fairly
         present in all material respects the financial condition, results of
         operations and cash flows of the issuer, as of the date and for the
         periods presented in the interim filings.


Date: October 6, 2005.



/s/ Michael Lazaridis
--------------------------
Michael Lazaridis
Co-Chief Executive Officer

<PAGE>

                                                                     Document 5


<PAGE>

                                 FORM 52-109FT2
                                 --------------

                        CERTIFICATION OF INTERIM FILINGS
                            DURING TRANSITION PERIOD


I, Dennis Kavelman, the Chief Financial Officer of Research In Motion Limited
certify that:

1.       I have reviewed the interim filings (as this term is defined in
         Multilateral Instrument 52-109 Certification of Disclosure in Issuers'
         Annual and Interim Filings) of Research In Motion Limited (the issuer)
         for the interim period ending August 27, 2005;

2.       Based on my knowledge, the interim filings do not contain any untrue
         statement of a material fact or omit to state a material fact required
         to be stated or that is necessary to make a statement not misleading
         in light of the circumstances under which it was made, with respect to
         the period covered by the interim filings; and

3.       Based on my knowledge, the interim financial statements together with
         the other financial information included in the interim filings fairly
         present in all material respects the financial condition, results of
         operations and cash flows of the issuer, as of the date and for the
         periods presented in the interim filings.


Date: October 6, 2005.


/s/ Dennis Kavelman
-----------------------
Dennis Kavelman
Chief Financial Officer


<PAGE>

                                   SIGNATURES


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

                                             Research In Motion Limited
                                       ----------------------------------------
                                                        (Registrant)

Date:   October 6, 2005                By:  /s/ Dennis Kavelman
        -------------------------           -----------------------------------
                                                         (Signature)
                                           Dennis Kavelman
                                           Chief Financial Officer

