UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15 (d) of The Securities Exchange Act of 1934

OFDate ~~THE~~of ~~SECURITIES~~Report ~~AND~~(Date ~~EXCHANGE~~of ~~ACT~~earliest OFevent ~~1934~~reported): December 18, 2006

Date of Report (Date of Earliest Event Reported): March 15, 2006

TENFOLD CORPORATION

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~its Charter~~charter)

DELAWARE	000-25661	83-0302610
Delaware	000-25661	83-0302610
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

698 West 10000 South, Suite 200,

South Jordan, Utah 84095

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices) ~~and~~ (Zip Code)

Registrant’s telephone number, including area code: (801) 495-1010

Not ~~applicable~~Applicable

(Former name or former address, if changed ~~from~~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 Instructions A.2. below)~~:

¨	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 ~~communication~~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 1.01 Entry into a Material Definitive ~~Contract~~Agreement.

On ~~March~~December 1519, 2006, TenFold ~~executed~~Corporation (the “Company”) completed a ~~Promissory~~private ~~Note~~placement ~~due~~and received gross proceeds of approximately $1.3 million from the sale to ~~Robert~~six Wprivate investors (the “Purchasers”) of (i) 312,009 shares of Convertible Preferred Class A Stock, $.001 ~~Felton~~par value per share, ~~TenFold~~and (ii) warrants to purchase 2,112,904 shares of the Company’s ~~Chairman~~common stock, ~~President~~$.001 par value per share. The sale of preferred stock and warrants was pursuant to a Securities Purchase Agreement, dated December 18, 2006, by and ~~Chief~~between ~~Executive~~the ~~Officer~~Company and the Purchasers. On December 19, in2006, the ~~amount~~Company issued a press release announcing the private placement. Forms of ~~$250,000~~the Securities Purchase Agreement and the warrants and a copy of the press release are attached to this Form 8-K as exhibits.

~~This~~Pursuant ~~Promissory Note is intended~~ to ~~provide~~the Securities ~~interim~~Purchase ~~financing~~Agreement, toeach ~~TenFold~~holder ~~while~~of itthe ~~seeks~~preferred tostock ~~secure~~will ~~equity~~have ~~financing.~~the ~~This~~right, ~~Promissory~~at ~~Note~~the isoption ~~one~~ of ~~a series~~the ofholder ~~substantially~~at ~~identical~~any ~~notes first issued on December 23~~time, ~~2005.~~to ~~The~~convert ~~total~~shares ~~amount~~ of ~~these~~the ~~notes~~preferred ~~issued~~stock tointo ~~date,~~shares ~~including~~of the ~~note~~Company’s ~~issued~~common ~~March 15~~stock, ~~2006,~~at isa ~~$1,100,000.~~conversion ~~The~~ratio ~~notes~~of 13.54387, ~~are~~subject ~~senior~~ to ~~other~~adjustment ~~TenFold~~for ~~indebtedness~~stock ~~and equity~~splits, ~~bear~~stock ~~interest~~dividends atand ~~10%~~the ~~and~~like. ~~are~~The ~~due~~Company ~~upon~~will have the ~~earlier~~right to ~~occur~~require ofconversion ~~March 31,~~if ~~2006,~~ the closing ofprice ~~equity financing~~ of $2its ~~million~~common orstock ~~more,~~has orbeen aabove ~~liquidation event~~$5.00 ~~Reference~~for is30 ~~made~~consecutive totrading ~~the form of Promissory Note attached as Exhibit 99~~days.1.

In the event of any liquidation or winding up of the Company, each holder of the preferred stock will be entitled to receive in preference to the holders of common stock, the price per share paid for the preferred stock. The ~~disinterested~~rights ~~members~~of the holders of ~~TenFold’s~~the ~~Board~~Preferred Stock are set forth in the Amended and Restated Certificate of ~~Directors~~Designations, ~~approved~~which is an exhibit to this ~~transaction~~Form 8-K.

~~Item~~The ~~9.01~~Company ~~Financial~~has ~~Statements~~agreed ~~and~~to ~~Exhibits~~use its best efforts to promptly register the shares of common stock issuable upon conversion of the preferred stock or exercise of the warrants, on a resale registration statement.

Item 3.02

Unregistered Sales of Equity Securities.

The description of the issuance of securities under Item 1.01 above is hereby incorporated by reference.

The Company issued the securities described above pursuant to Section 4(2) and Rule 506 under the Securities Act of 1933, and in reliance on similar exemptions under applicable state securities laws.

Item 3.03

Material Modification to Rights of Security Holders.

On December 18, 2006 the certificate of designations of the Company’s Convertible Preferred Class A Stock was amended and restated to provide for the issuance of an additional 312,009 shares (for a total of 1,812,009 authorized shares). The Amended and Restated Certificate of Designations was filed with the Secretary of State of the State of Delaware on December 18, 2006.

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Item 9.01

Financial Statements Exhibits

(d) Exhibits

Number		Description
3.7		Amended and Restated Certificate of Designations of Convertible Preferred Class A Stock.
99.1		Form of Promissory Note
4.8		Form of Securities Purchase Agreement dated December 18, 2006, between Registrant and purchasers of securities.
4.9		Form of Warrant issued pursuant to the Securities Purchase Agreement, dated December 18, 2006, between Registrant and purchasers of securities.
99.1		Press Release issued December 19, 2006.

~~[SIGNATURE~~-2- ~~PAGE FOLLOWS]~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TENFOLD CORPORATION
		TENFOLD CORPORATION Registrant
By:	/s/ Robert P. Hughes
Date: December 22, 2006		By:	/s/ Robert P. Hughes
Name:	Robert P. Hughes
			Robert P. Hughes Chief Financial Officer
Title:	Chief Financial Officer
Dated: March 21, 2006

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EXHIBIT INDEX

Number		Description
Exhibit No.		Description
99.1		Form of Promissory Note
3.7		Amended and Restated Certificate of Designations of Convertible Preferred Class A Stock.
4.8		Form of Securities Purchase Agreement dated December 18, 2006, between Registrant and purchasers of securities.
4.9		Form of Warrant issued pursuant to the Securities Purchase Agreement, dated December 18, 2006, between Registrant and purchasers of securities.
99.1		Press Release issued December 19, 2006.

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