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(1)

Plus such indeterminate number of additional shares as may be offered and issued to prevent dilution resulting from stock splits or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended.

(2)

Relates to 1,622 warrants issued under the Trend Micro Incorporated 2001 Incentive Plan. Each warrant represents the right to purchase (Yen)1,000,000 in the aggregate purchase price of shares of the Registrant’s common stock. The proposed maximum offering price per share was derived, pursuant to Rule 457(h) under the Securities Act of 1933, as amended, from the price at which a warrant may be exercised, (Yen)2,590 per share, translated into dollars based on an exchange rate of 123.64 yen per dollar, which was the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York on October 28, 2002.

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(a)

The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2001 (file no. 333-10486);

(b)

The Registrant’s Report of Foreign Private Issuer on Form 6-K, dated July 23, 2002;

(c)

The Registrant’s Report of Foreign Private Issuer on Form 6-K, dated July 30, 2002;

(d)

The Registrant’s Report of Foreign Private Issuer on Form 6-K, dated August 7, 2002;

(e)

The Registrant’s Report of Foreign Private Issuer on Form 6-K, dated August 14, 2002;

(f)

The Registrant’s Report of Foreign Private Issuer on Form 6-K, dated September 6, 2002;

(g)

The Registrant’s Report of Foreign Private Issuer on Form 6-K, dated October 22, 2002; and

(h)

The Registrant’s Report of Foreign Private Issuer on Form 6-K, dated October 24, 2002.

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(*)

Incorporated by reference to Exhibit 1.2 to the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2002 (File no. 333-10486) filed on June 29, 2002

(1)

The undersigned Registrant hereby undertakes:

(a)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set

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forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

(b)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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(*)

Incorporated by reference to Exhibit 1.2 to the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2002 (file no. 333-10486) filed on June 29, 2002.