~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~WASHINGTON, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~WASHINGTON,~~FORM ~~D.C. 20549~~8-K

~~FORM~~Current ~~8-K~~Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Current~~January 24, ~~Report~~2005 ~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d)Date of ~~the Securities~~earliest ~~Exchange~~event ~~Act of 1934~~reported)

~~December 17,~~BackWeb ~~2004 Date~~Technologies ~~of Report (Date of earliest event reported)~~Ltd.

~~BackWeb~~(Exact ~~Technologies~~name ~~Ltd.~~ of registrant as specified in its charter)

(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.)

~~Israel~~10 ~~(State~~Ha’amal orStreet, ~~Other~~Park ~~Jurisdiction~~Afek, ofRosh ~~Incorporation)~~Ha’ayin, ~~000-26241~~Israel ~~(Commission File Number) 51-2198508 (IRS Employer Identification No.)~~48092

~~10 Ha’amal Street, Park Afek, Rosh Ha’ayin, Israel 48092~~ (Address of principal executive offices, including zip 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~~ (~~see~~Registrant’s ~~General~~telephone ~~Instruction~~number, ~~A.2.~~including ~~below~~area code):

oCheck ~~Written communications pursuant to Rule 425 under~~ the ~~Securities~~appropriate ~~Act~~box ~~(17~~below ~~CFR~~if ~~230.425) o Soliciting material pursuant to Rule 14a-12 under~~ the ~~Exchange~~Form ~~Act (17 CFR 240.14a~~8-~~12)~~K ofiling ~~Pre-commencement~~is ~~communications~~intended ~~pursuant~~ to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~ the filing ~~Exchange~~obligation ~~Act~~of ~~(17~~the ~~CFR~~registrant ~~240.14d-2(b))~~under oany ~~Pre-commencement~~of ~~communications pursuant to Rule 13e-4(c) under~~ the ~~Exchange~~following ~~Act (17 CFR 240.13e-4(c))~~provisions:

~~TABLE~~o OFWritten ~~CONTENTS~~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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
	ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
	ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

~~Table~~On January 24, 2005, the Board of ~~Contents~~Directors of BackWeb Technologies Ltd. established the Company’s 2005 bonus plan. Executive officers and certain other employees are eligible to receive bonuses under the plan. Payments under the plan are based upon BackWeb meeting certain specified milestones related to 2005 annual revenue, BackWeb’s cash balance at the end of fiscal year 2005 and attainment of an additional business objective. One of the milestones allows for payment of a partial bonus for partial attainment of the milestone, and one of the milestones allows for an uncapped increased bonus to the extent BackWeb exceeds the milestone. 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. At 100% attainment of all milestones, approximately $400,000 of bonuses will be paid.

ITEM 15.0102. ~~ENTRY~~DEPARTURE ~~INTO~~OF ADIRECTORS ~~MATERIAL~~OR ~~DEFINITIVE~~PRINCIPAL ~~AGREEMENT~~OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

On ~~December~~ January 1722, ~~2004~~2005, atIsabel ~~its~~Maxwell ~~regularly~~informed ~~scheduled~~Eli ~~meeting~~Barkat, ~~the Board of Directors of BackWeb~~ ~~Technologies Ltd. established the compensation of Bill Heye,~~ BackWeb’s ~~Chief Executive Officer~~Chairman, ~~for 2005.~~that Inshe ~~addition~~would tonot ~~$180,000~~seek inre-election ~~base salary, Mr. Heye is eligible~~ to ~~receive a bonus of up to~~ ~~$120,000 based upon the achievement of performance goals to be determined by~~ BackWeb’s Board of Directors. ~~Mr. Heye~~upon ~~will~~the ~~receive~~expiration ~~quarterly bonuses~~ of ~~$12,500~~her interm ~~each of the first three fiscal~~on ~~quarters~~February 28, of 2005,. ~~with the $37~~However,~~500~~ ~~in aggregate quarterly bonuses to be credited towards the annual bonus Mr~~Ms. ~~Heye~~Maxwell isindicated ~~to receive. In the event~~ that ~~Mr. Heye’s~~she ~~overall~~would ~~bonus~~agree ~~for 2005 is less than the~~to ~~$37,500~~remain heon ~~receives in quarterly bonuses,~~ BackWeb’s Board of Directors ~~will~~until ~~determine~~June 1, ~~whether Mr.~~2005 ~~Heye~~at isBackWeb’s ~~entitled to retain the excess compensation or whether such excess will be deducted from his future compensation~~request.

~~A copy of the 2005 compensation for Mr. Heye is attached as Exhibit 99.1 to this Form 8-K and is~~SIGNATURE ~~incorporated herein by reference.~~

~~ITEM~~ Pursuant ~~5.02.~~to ~~DEPARTURE~~the OFrequirements ~~DIRECTORS~~of ORthe ~~PRINCIPAL~~Securities ~~OFFICERS;~~Exchange ~~ELECTION~~Act OFof ~~DIRECTORS;~~1934, ~~APPOINTMENT~~the OFRegistrant ~~PRINCIPAL~~has ~~OFFICERS~~duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

On December 17, 2004, Charles Federman informed BackWeb that he would be resigning from its Board of Directors effective December 31, 2004.


	BackWeb Technologies Ltd.

Date: January 28, 2005	By:	/s/ Bill Heye

		Bill Heye Chief Executive Officer

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit
Number		Description
99.1		2005 Compensation for Bill Heye

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.
Date: December 22, 2004	By:	/s/ BILL HEYE
		Bill Heye
		Chief Executive Officer

EXHIBIT INDEX

Exhibit
Number		Description
99.1		2005 Compensation for Bill Heye

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