UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

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

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

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

~~Date~~Current of Report Pursuant to Section 13 or 15(~~Date~~d) of ~~earliest~~the Securities ~~event~~Exchange ~~reported):~~Act ~~February 9,~~of ~~2006~~1934

~~BackWeb~~Date ~~Technologies~~of ~~Ltd.~~ Report (Date of earliest event reported): May 2, 2006

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

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

(Exact name of registrant as specified in its charter)

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


Israel	000-26241	51-2198508

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~(972) 3-6118800~~10 Ha’amal Street, Park Afek, Rosh Ha’ayin, Israel 48092 (~~Registrant’s~~Address ~~telephone~~of ~~number~~principal executive offices, including ~~area~~zip code)

~~Check the appropriate box below if the Form 8~~(972) 3-~~K filing is intended to simultaneously satisfy the~~6118800 ~~filing~~(Registrant’s ~~obligation~~telephone ofnumber, ~~the~~including ~~registrant~~area ~~under any of the following provisions:~~code)

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

~~ITEM~~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~~.02.~~(b) ~~RESULTS~~under OFthe ~~OPERATIONS~~Exchange ~~AND~~Act ~~FINANCIAL~~o ~~CONDITION.~~ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

OnTABLE ~~February 9,~~OF 2006, BackWeb Technologies Ltd. issued a press release announcing its financial results for the fiscal fourth quarter ended December 31, 2005. A copy of this press release is attached to this Current Report as Exhibit 99.1. CONTENTS

The information contained in this Current Report, including the accompanying exhibit, is being furnished and 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.


	ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
	ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1

ITEMTable 9.01.of FINANCIAL STATEMENTS AND EXHIBITS. Contents

~~(c) Exhibits~~ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

~~Item~~ On 99May 2, 2006, BackWeb Technologies Ltd.1 ~~Press~~issued a press release ~~issued~~announcing byits ~~BackWeb~~financial results ~~Technologies~~for ~~Ltd.~~its onfiscal ~~February~~first 9quarter ended March 31, 2006. A copy of this press release is attached to this Current Report as Exhibit 99.1.

~~SIGNATURE~~ The information contained in this Current Report, including the accompanying exhibit, is being furnished and 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.

~~Pursuant~~ITEM to9.01. ~~the~~FINANCIAL ~~requirements~~STATEMENTS ofAND ~~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~~EXHIBITS.

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

(d) Exhibits

~~EXHIBIT~~Item ~~INDEX~~ 99.1 Press release issued by BackWeb Technologies Ltd. on May 2, 2006

Exhibit Number		Description
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.
Date: May 4, 2006	By:	/s/ Bill Heye
		Bill Heye
		Chief Executive Officer

EXHIBIT INDEX


Exhibit Number		Description
Item 99.1		Press release issued by BackWeb Technologies Ltd. on May 2, 2006

UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

ITEMTable 9.01.of FINANCIAL STATEMENTS AND EXHIBITS. Contents

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