UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

~~January 24, 2005~~ Date of Report (Date of earliest event reported): February 9, 2006

BackWeb Technologies Ltd.

(Exact name of registrant as specified in its charter)


Israel	000-26241	51-2198508
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10 Ha’amal Street, Park Afek, Rosh Ha’ayin, Israel 48092 (Address of principal executive offices, including zip code)

(~~Address~~972) 3-6118800 (Registrant’s oftelephone ~~principal executive offices~~number, including ~~zip~~area code)

(972) 3-6118800

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

ITEM 12.0102. ~~ENTRY~~RESULTS ~~INTO~~OF AOPERATIONS ~~MATERIAL~~AND ~~DEFINITIVE~~FINANCIAL ~~AGREEMENT~~CONDITION.

On ~~January~~February 249, ~~2005~~2006, ~~the Board of Directors of~~ BackWeb Technologies Ltd. ~~established~~issued ~~the~~a ~~Company’s 2005~~press ~~bonus~~release ~~plan.~~announcing ~~Executive~~its ~~officers and certain other employees are eligible to receive bonuses~~financial ~~under~~results ~~the~~for ~~plan. Payments under~~ the ~~plan~~fiscal ~~are~~fourth ~~based~~quarter ~~upon~~ended ~~BackWeb meeting certain specified milestones related to 2005 annual revenue~~December 31, ~~BackWeb’s cash balance at the end of fiscal year~~ 2005 ~~and attainment of an additional business objective~~. ~~One~~A ofcopy ~~the milestones allows for payment~~ of ~~a partial~~this ~~bonus~~press ~~for~~release ~~partial attainment of the milestone, and one of the milestones allows for an~~is ~~uncapped~~attached ~~increased bonus~~ to ~~the~~this ~~extent~~Current ~~BackWeb~~Report ~~exceeds~~as ~~the milestone~~Exhibit 99. ~~Each participant in the bonus plan has a designated target bonus amount, and each participant will receive the same specified percentage of his or her target bonus under the plan~~1. ~~At 100% attainment of all~~ ~~milestones, approximately $400,000 of bonuses will be paid.~~

~~ITEM~~ The ~~5.02.~~information ~~DEPARTURE~~contained OFin ~~DIRECTORS~~this ORCurrent ~~PRINCIPAL~~Report, ~~OFFICERS;~~including ~~ELECTION~~the OFaccompanying ~~DIRECTORS;~~exhibit, ~~APPOINTMENT~~is OFbeing furnished ~~PRINCIPAL~~and ~~OFFICERS.~~shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933.

~~On January 22,~~ITEM ~~2005, Isabel Maxwell informed Eli Barkat, BackWeb’s Chairman, that she would not seek re-election to BackWeb’s Board of Directors upon the expiration of her term on February 28, 2005~~9. ~~However, Ms~~01. ~~Maxwell~~ ~~indicated~~FINANCIAL ~~that~~STATEMENTS ~~she~~AND ~~would agree to remain on BackWeb’s Board of Directors until June 1, 2005 at BackWeb’s request~~EXHIBITS.


		Item 99.1		Press release issued by BackWeb Technologies Ltd. on February 9, 2006

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 hereunto duly authorized.

	BackWeb Technologies Ltd.	~~BackWeb Technologies Ltd.~~
Date: January 28, 2005		By:	/s/ Bill Heye
Date: February 15, 2006	By:	/s/ Bill Heye
			Bill Heye Chief Executive Officer
		Bill Heye
		Chief Executive Officer

EXHIBIT INDEX


Exhibit Number		Description
Item 99.1		Press release issued by BackWeb Technologies Ltd. on February 9, 2006

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