UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13 or 15~~Report (d)Date of ~~the~~earliest ~~Securities Exchange~~event ~~Act~~reported) ofApril 20, ~~1934~~2005

Date of Report (Date of earliest event reported) September 20, 2004

PRIMAL SOLUTIONS, INC.

(Exact name of registrant as specified in its chapter)

Delaware	333-46494	36-4170318
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
18881 Von Karman Avenue Suite 500 Irvine, California 92612
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (949) 260-1500

18881 Von Karman Avenue

Suite 500

Irvine, California 92612

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (949) 260-1500

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 (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))

~~Item 5~~Item1.0201. Entry ~~Departure~~into ofa ~~Directors~~Material orDefinitive ~~Principal Officers; Election of Directors; Appointment of Principal Officers~~Agreement.

OnEffective ~~September~~April 2018, ~~2004,~~ ~~Todd~~2005, R.in ~~Taylor,~~furtherance ~~Chief~~of ~~Financial~~the ~~Officer~~Registrant’s policy on executive incentive compensation, and ~~Vice~~upon ~~President~~the recommendation of ~~Finance~~the ~~and~~Registrant’s Compensation ~~Administration~~Committee, the Board of ~~Primal~~Directors ~~Solutions,~~of ~~Inc.~~the (Registrant approved and established certain corporate performance goals and set the ~~“Company”),~~minimum ~~announced~~corporate ~~his~~performance ~~resignation~~level that must be achieved before any incentive compensation awards can be paid. ~~Mr.~~Because ~~Taylor~~achievement of the executives’s ~~resignation~~individual performance goals assists the Registrant in meeting its ~~will~~short- ~~become~~and ~~effective~~long-term onbusiness ~~October 15~~objectives, ~~2004~~the Registrant’s policy on executive incentive compensation is intended to reward executive-level employees for their achievement of individual performance goals only if the Registrant also meets its minimum corporate performance level. ~~The~~Accordingly, ~~Company~~no ~~has~~incentive ~~initiated~~compensation ~~the~~award ~~process~~is to ~~identify~~be agranted ~~successor~~ to ~~Mr.~~any ~~Taylor~~executive unless the minimum corporate performance levels have been achieved.

~~SIGNATURE~~In establishing the Registrant’s corporate performance goals, the Board of Directions and the Compensation Committee assess both past and projected corporate performance levels, as well as external market-place conditions, such as economic outlook, competitive performance levels, projected industry volumes and projected market share. Examples of corporate performance goals include revenues and operating expenses for certain fiscal periods and cash balances at the end of those periods.

~~Pursuant~~In addition to the ~~requirements~~corporate ofperformance goals, on a semi-annual basis and subject to review and approval or modification by the ~~Securities~~Registrant’s ~~Exchange~~Chief ~~Act~~Executive Officer, each eligible executive sets a number of ~~1934~~individual objectives. Examples of objectives identified by executive officers have included achieving sales and financial targets, identifying ~~the~~and ~~registrant~~pursuing ~~has~~new business opportunities and strategic alliances, ~~duly~~attaining ~~caused~~product ~~this~~development ~~report~~goals, toaccomplishing besales ~~signed~~training goals, and identifying and implementing cost reduction measures. An eligible executive’s incentive compensation award is based on ~~its~~the ~~behalf~~achievement byof a minimum level of both corporate and individual performance goals and is expressed as a percentage of the ~~undersigned~~participant’s ~~hereunto~~year-end base salary, ranging in amount from 35% to 100% of ~~duly~~the ~~authorized~~year-end base salary.

Date: September 22, 2004	PRIMAL SOLUTIONS, INC.
	By:	/s/ Joseph R. Simrell
		Joseph R. Simrell
		Chief Executive Officer

A copy of a summary of the Registrant’s policy on executive incentive compensation and a copy of the form of incentive compensation award granted thereunder are filed as Exhibit 10.1 and 10.2, respectively, to this Current Report.

~~Primal~~Item ~~Solutions, Inc~~9. ~~• 18881 Von~~01 ~~Karman~~Financial ~~Avenue,~~Statements ~~Suite~~and ~~500 • Irvine, CA 92612~~Exhibits.

~~949.~~(c) Exhibits ~~260. 1500 • 949. 260. 1515 fax • www.primal.com~~

Exhibit		Description of Exhibit

10.1		Registrant’s Policy on Executive Incentive Compensation Plan.

10.2		Form of Executive Incentive Compensation Award.

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.

Date: April 20, 2005	PRIMAL SOLUTIONS, INC.


	By:	/s/ William C. Bousema
		William C. Bousema
		Chief Financial Officer and Secretary

Exhibit Index

Exhibit		Description of Exhibit

10.1		Registrant’s Policy on Executive Incentive Compensation Plan.

10.2		Form of Executive Incentive Compensation Award.

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