UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~ Form 8-K

~~CURRENT~~ Current ~~REPORT~~Report

Pursuant to Section 13 ORor 15(d) of the Securities Exchange Act of 1934

~~The~~ Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~earliest event reported): 05/04/2006

Date of Report (Date of earliest event reported) January 31, 2006

Internet Security Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware		0-23655		58-2362189
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Commission File Number: 000-23655

6303 Barfield Road, Atlanta, Georgia		30328
Delaware		58-2362189
(Address of principal executive offices)		(Zip Code)
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

~~Registrant’s~~ ~~telephone~~6303 ~~number~~Barfield Road, ~~including~~Atlanta, ~~area~~Georgia ~~code (404) 236-2600~~ 30328

(~~Former~~Address ~~name~~of orprincipal ~~former~~executive ~~address~~offices, ifincluding ~~changed~~zip ~~since last report.~~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 General Instruction A.2. below~~404): 236-2600

¨ (Registrant’s ~~Written~~telephone ~~communications~~number, ~~pursuant~~including toarea ~~Rule 425 under the Securities Act (17 CFR 230.425~~code)

¨ (Former ~~Soliciting~~name ~~material~~or ~~pursuant~~former toaddress, ~~Rule~~if ~~14a-12~~changed ~~under~~since ~~the~~last ~~Exchange Act (17 CFR 240.14a-12~~report)

¨ Check ~~Pre~~the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~the filing obligation of the ~~Exchange~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~240.14d-2(b))~~the following provisions:

¨ [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 2.02~~ Information ~~Results~~to ofbe ~~Operations~~included ~~and~~in ~~Financial~~the ~~Condition.~~ report

~~On January 31, 2006, Internet Security Systems, Inc. (the “Company”) issued a~~ ~~press~~Item ~~release regarding its financial results for the quarter and year ended December 31, 2005~~1. ~~The press release also provided the Company’s Business Outlook and forward-looking information regarding its expectations for the quarter ending March 31, 2006 and year ending December 31, 2006~~01. Entry Ainto ~~copy~~a ofMaterial ~~the~~Definitive ~~press release is attached as Exhibit 99.1.~~ Agreement

~~Attached~~ The toCompensation ~~this~~Committee ~~report~~of onthe ~~Form~~Board ~~8-K~~of asDirectors ~~Exhibit~~of 99Internet Security Systems, Inc.2 (the "Company") amended its incentive bonus plan for executive officers, including the named executive officers. Individual plans are effective April 1, 2006. Achievement of performance is ~~supplemental~~measured ~~financial~~by ~~data~~reference ~~expected~~to goals for revenues, earnings per share, contribution margin, and/or days sales outstanding (which is a Company measure of collections on billings). The plan was amended to beprovide ~~mentioned~~that ~~during~~executive officers who are "Theatre Heads" under the plan are eligible for an additional bonus based on the Company’s ~~earnings~~achieving ~~call~~target ~~scheduled~~revenues for 4particular products or services. The following persons are expected to be the named executive officers in 2006:~~30 p~~ Thomas E.m Noonan, President and Chief Executive Officer; Raghavan Rajaji, Senior Vice President and Chief Financial Officer; Lawrence Costanza, Senior Vice President of Americas Sales Operations; Jaap Smit, Senior Vice President of EMEA Operations; and Lin Ja Hong, Senior Vice President of Asia Pacific Operations. Messrs. ~~Eastern~~Noonan ~~time~~and Rajaji are considered "Corporate Executives", ~~January 31~~and Messrs. Costanza, ~~2006~~Smit and Lin are considered "Theatre Heads", within the meaning of the plan.The preceding summary of the plan is qualified in its entirety by the text of the form of plan (which includes the performance measures) attached hereto as Exhibit 10.1.

~~This report and its exhibits, other~~ ~~than~~Item ~~historical information, include forward-looking statements made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995~~9. Some of these forward-looking statements appear in our press release (including our revenue and GAAP and non-GAAP income estimates for the first quarter and full year 2006), and in our supplemental financial data01. Financial ~~Risks~~Statements and ~~uncertainties which could cause actual results to differ materially from those in the~~Exhibits forward-looking statements include, but are not limited to, those discussed in ISS’ periodic filings with the Securities and Exchange Commission, including ISS’ 2004 Annual Report on Form 10-K and ISS’ Quarterly Report on Form 10-Q dated September 30, 2005. These filings can be obtained either by contacting ISS Investor Relations or through ISS’ Web site at www.iss.net or the Securities and Exchange Commission’s Web site at www.sec.gov.

~~Item 5~~ (d) Exhibits10.~~02.~~1 Form ~~Appointment~~ of ~~Principal~~Executive ~~Officers~~Incentive Plan.

~~Jay Hopkins has joined the Company as a vice president. He will assume the Controller~~ ~~position following the Company’~~Signature(s) ~~filing of its Form 10-K for 2005. The addition of Mr. Hopkins fulfills the succession plan, announced in December 2005, for the Company’s current Controller, Maureen Richards. Ms. Richards will~~ ~~remain with ISS in a full-time capacity through February 2006 and will continue transitional services until April 2006.~~

Mr. Hopkins, who is 34 years old, is joining the Company from the Public Company Accounting Oversight Board (PCAOB), where he was a Manager of Inspections since May 2004. Prior to joining the PCAOB, he was with KPMG LLP and KPMG Australia for more than ten years, most recently as a Senior Audit Manager.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release Announcing Earnings

99.2 Supplemental Financial Data

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 hereunto duly authorized.

Dated: January 31, 2006
			Internet Security Systems, Inc.
INTERNET SECURITY SYSTEMS, INC.
Date: May 04, 2006		By:	/s/ Sean Bowen
By:	/s/ Raghavan Rajaji
			Sean Bowen
	Raghavan Rajaji
			Vice President and General Counsel
	Chief Financial Officer

Exhibit Index

Exhibit No.		Description
EX-10.1		Form of Executive Incentive Plan

Filing Compare · INTERNET SECURITY SYSTEMS INC/GA