UNITED STATES

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

Date of Report (Date of earliest event reported): ~~February~~March 111, 2005

VERITY, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-26880

77-0182779

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

894 Ross Drive

Sunnyvale, California 94089

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (408) 541-1500

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:

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

On ~~February~~March 111, 2005, Verity ~~and Regent Pacific Management Corporation (“Regent Pacific”) entered into an amendment to the Retainer Agreement between Verity and Regent Pacific dated July 31~~, ~~1997,~~Inc. asissued ~~amended~~a ~~(as~~press ~~amended,~~release ~~the~~announcing ~~“Retainer Agreement”), providing for an extension of the termination date~~its ofpreliminary ~~the~~fiscal ~~Retainer Agreement from February 28,~~ 2005 tothird ~~August~~quarter ~~31,~~financial ~~2005,~~results. asA ~~well~~copy ~~as provision for additional services to be rendered by Regent Pacific to Verity covering assistance in development and implementation~~ of ~~corporate and mergers and acquisitions strategies. This summary is qualified in its entirety by reference to~~ the ~~amendment,~~press ~~which~~release is attached ~~hereto~~ as Exhibit 99.1 to this current report and is incorporated herein by reference ~~here~~.

~~Item~~The 9information in the report, including Exhibit 99.011 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. ~~Financial~~The ~~Statements~~information contained herein and ~~Exhibits~~in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Verity, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Exhibit No.		Description
99.1		Amendment to Retainer Agreement between Regent Pacific Management Corporation and Verity, Inc. dated February 11, 2005.

Item 9.01 Financial Statements and Exhibits.

Exhibit

Number

Description

99.1

Press Release, dated March 1, 2005, announcing Verity, Inc. Preliminary Fiscal 2005 Third Quarter Financial Results.

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, thereunto duly authorized.

	VERITY, INC.
Dated: February 14, 2005	By:	/s/ Steven R. Springsteel
Dated: March 1, 2005	By:	/s/ Steven R. Springsteel
		Steven R. Springsteel
		Senior Vice President of Finance and Administration and Chief Financial Officer

~~Exhibit~~INDEX ~~Index~~TO EXHIBITS

Exhibit No.		Description
Exhibit Number		Description
99.1		~~Amendment~~Press toRelease, ~~Retainer~~dated ~~Agreement~~March ~~between~~1, ~~Regent~~2005, ~~Pacific~~announcing ~~Management Corporation and~~ Verity, Inc. ~~dated~~Preliminary ~~February~~Fiscal ~~11,~~ 2005 Third Quarter Financial Results.

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