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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ______________

                                   FORM 10-Q/A
                          AMENDMENT NO. 2 TO FORM 10-Q

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002



                         COMMISSION FILE NUMBER: 0-26068



                           ACACIA RESEARCH CORPORATION
                           ---------------------------
             (Exact Name of Registrant as Specified in its Charter)


           DELAWARE                                     95-4405754
           --------                                     ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or organization)

                500 NEWPORT CENTER DRIVE, NEWPORT BEACH, CA 92660
                -------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (949) 480-8300
                                                           --------------

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                             Yes [X]   No [ ]

         At May 10, 2002, the registrant had 19,629,376 shares of common stock,
$0.001 par value, issued and outstanding.

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                                EXPLANATORY NOTE

This quarterly report on Form 10-Q/A for the quarterly period ended June 30,
2002 is being filed solely to provide the certifications required by Rule 13a-14
of the Securities Exchange Act of 1934. This Form 10-Q/A constitutes Amendment
No. 2 to Acacia Research Corporation's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2002.






                                    SIGNATURE

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

                                        ACACIA RESEARCH CORPORATION
DATED:  November 5, 2002                /s/ Paul Ryan
                                        ----------------------------------
                                        Paul Ryan
                                        Chief Executive Officer
                                        (Authorized Signatory)


DATED:  November 5, 2002                /s/ Clayton J. Haynes
                                        ----------------------------------
                                        Clayton J. Haynes
                                        Chief Financial Officer/Treasurer
                                        (Principal Financial Officer)

                                 CERTIFICATIONS

         I, Paul Ryan, Chief Executive Officer of Acacia Research Corporation,
certify that:

         1. I have reviewed this quarterly report on Form 10-Q of Acacia
Research Corporation;

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

Date: November 5, 2002

                                        /s/ Paul Ryan
                                        ----------------------------------
                                        Paul Ryan
                                        Chief Executive Officer

         I, Clayton J. Haynes, Chief Financial Officer and Treasurer of Acacia
Research Corporation, certify that:

         1. I have reviewed this quarterly report on Form 10-Q of Acacia
Research Corporation;

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

Date: November 5, 2002

                                        /s/ Clayton J. Haynes
                                        ----------------------------------
                                        Clayton J. Haynes
                                        Chief Financial Officer/Treasurer