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): ~~May~~November 49, 2006

COLOR KINETICS INCORPORATED

(Exact Name of Registrant as Specified in Charter)


Delaware	000-50798	04-3391805
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

10 Milk Street, Suite 1100, Boston, Massachusetts 02108
(Address of principal executive offices) (Zip Code)

(617) 423-9999
(Registrant’s telephone number, including area code)

(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))

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 2.02 Results of Operations and Financial Condition.
	Item 1.01 Entry into a Material Definitive Agreement.
	Item 9.01 Financial Statements and Exhibits
	Item 7.01 Regulation FD Disclosure
SIGNATURES
EX-99.1 Press Release dated May 4, 2006
Ex-1.1 Equity Underwriting Agreement
Ex-7.1 Press Release dated 11-10-2006

Item 21.0201 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On ~~May~~November 49, 2006, Color Kinetics Incorporated (“Company”) entered into an Equity Underwriting Agreement with Deutsche Bank Securities Inc., CIBC World Markets Corp., ThinkEquity Partners LLC and Canaccord Adams Inc. (collectively the “~~Registrant~~Underwriters”) ~~issued~~and awith ~~press~~certain ~~release~~selling ~~announcing~~stockholders of ~~its~~the ~~financial~~Company ~~results~~(collectively ~~for~~the ~~its~~“Selling ~~first~~Stockholders”), ~~quarter~~relating ~~ended~~to ~~March 31~~the sale of an aggregate of 3,609,000 ~~2006.~~shares ~~The~~of ~~full~~the ~~text~~Company’s common stock by the Company and the Selling Stockholders. Certain of the ~~press~~Selling Stockholders also granted an option to the Underwriters to purchase up to an ~~release~~additional is541,350 ~~attached~~shares ~~hereto~~of ascommon ~~Exhibit~~stock within 30 99days after the offering, to cover over-allotments, if any.1 The price to ~~this~~the ~~Report~~public is to be $19.00 per share, and isthe ~~incorporated~~net proceeds before expenses to the Company from the offering are expected to be approximately $35.9 million. The Company will not receive any of the net proceeds from the sale of shares by ~~reference~~the ~~herein~~Selling Stockholders.

InA ~~accordance~~copy ~~with General Instruction B.2~~ of ~~Form 8-K,~~ the ~~information~~Equity inUnderwriting ~~Item 2.02~~Agreement ofis ~~this Current~~attached ~~Report~~hereto onas ~~Form 8-K, including~~ Exhibit 991.1, ~~shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section,~~ and ~~shall not be~~ incorporated ~~by reference into any~~ ~~registration~~herein ~~statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth~~ by ~~specific~~ reference ~~in such filing~~.

Item 97.01 ~~Financial~~Regulation FD ~~Statements and Exhibits~~Disclosure

~~(c)~~On November 10, 2006, the Company issued a press release announcing the pricing of the offering. A copy of the press release is attached hereto as Exhibit 7.1 and incorporated herein by reference.

99.1 Press release dated May 4, 2006, announcing financial results for the first quarter ended March 31, 2006.

_________________

SIGNATURES

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 thereunto duly authorized.

COLOR KINETICS INCORPORATED By: /s/ David K. Johnson David K. Johnson Senior Vice President and Chief Financial Officer

Date: ~~May~~November 413, 2006

Table of Contents

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