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

Date of Report (Date of earliest event reported): ~~January~~February 263, 2005

Ascential Software Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	000-15325	94-3011736
(State or Other Juris- diction of Incorporation	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Juris- diction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
50 Washington Street
Westborough, Massachusetts		01581
(Address of Principal Executive Offices)		(Zip Code)


50 Washington Street Westborough, Massachusetts		01581

(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (508) 366-3888

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 General Instruction A.2. below):

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 1.01 Entry into a Material Definitive Agreement SIGNATURE


	Item 2.02. Results of Operations and Financial Condition
	Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.1 Press Release Dated February 3, 2005

Item 12.0102. ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition

On ~~January~~February 263, 2005, ~~the Board of Directors of~~ Ascential Software Corporation, aannounced ~~Delaware corporation~~its ~~(the~~financial ~~“Company”),~~results ~~granted~~for ~~shares~~the fourth ofquarter ~~restricted~~and ~~Common~~year ~~Stock~~ended December 31, ~~par value (“Par Value”) $0~~2004.01 ~~per~~The ~~share~~full ~~(“Performance~~text ~~Shares”),~~of to the ~~executive~~press ~~officers~~release ~~listed~~issued ~~below~~in ~~(each,~~connection anwith ~~“Executive~~the ~~Officer”)~~announcement inis ~~the~~furnished ~~amounts~~as ~~set~~Exhibit 99.1 ~~forth~~to ~~opposite~~this ~~each~~Current ~~Executive~~Report ~~Officer’s~~on ~~name~~Form 8-K.

Name and Title		Number of Performance Shares
Peter Gyenes		190,000
Chairman of the Board of Directors and Chief Executive Officer
Peter Fiore		95,000
President
Robert C. McBride		64,000
Vice President and Chief Financial Officer
Scott N. Semel		64,000
Vice President, General Counsel and Secretary

The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

~~The~~Item ~~Performance Shares were granted as a means to further align the interests of the Executive Officers with those of the Company’s shareholders and as a means of retention~~9. ~~The Performance Shares vest based upon the attainment by the Company of specified earnings performance growth targets~~01. ~~Each~~Financial ~~Performance~~Statements Share has a purchase price of Par Value. The vesting of the Performance Shares will terminate immediately upon an Executive Officer’s termination from the Company. If the Executive Officer remains employed by the Company for five years after the grant date, all unvested Performance Shares automatically become vested. In the event of a change in control resulting in cash payments to the Company’s shareholders, unvested Performance Shares are exchanged for an incentive payment, disbursed in four equal installments every six months over a two year period provided that the Executive Officer remains employed by the Company. The incentive payment is calculated by multiplying the number of Performance Shares forfeited by the amount of cash payable with respect to each share of Common Stock in a change of control. In the event of a change in control not resulting in cash payments to the Company’s shareholders, unvested Performance Shares are intended to serve as an incentive and will vest in four equal installments every six months over a two year period provided that the Executive Officer remains employed by the Company. These incentives accelerate if, following a change in control, the Executive Officer is involuntarily terminated (other than for cause) or upon a qualified voluntary termination. Exhibits

~~Table of Contents~~ (c) Exhibits

~~SIGNATURE~~ The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

~~Pursuant~~99.1 Press toRelease ~~the~~issued ~~requirements~~by ofAscential ~~the~~Software ~~Securities~~Corporation ~~Exchange~~on ~~Act of 1934~~February 3, ~~the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~2005.

	ASCENTIAL SOFTWARE CORPORATION
Date: January 28, 2005	By:	/s/ ROBERT C. MCBRIDE
		Robert C. McBride
		Vice President and Chief Financial Officer

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.


	ASCENTIAL SOFTWARE CORPORATION
Date: February 3, 2005	By:	/s/ Robert C. McBride
		Robert C. McBride
		Vice President and Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description
99.1		Press release issued by Ascential Software Corporation on February 3, 2005

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