UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

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~~Earliest ~~event~~Event ~~reported~~Reported): November 9 21, 2005

~~LOUDEYE~~ Loudeye ~~CORP~~Corp. __________________________________________ (Exact name of registrant as specified in its charter)

(Exact Name of Registrant as Specified in Charter)


Delaware	0-29583	91-1908833
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

1130 Rainier Avenue South, Seattle, Washington		98144
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Delaware		0-29583		91-1908833
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)


Registrant’s telephone number, including area code:		(206) 832-4000

1130 Rainier Avenue SouthSeattle, Washington				98144
(Address of Principal Executive Offices)				Zip Code

Not Applicable
______________________________________________
Former name or former address, if changed since last report

~~(206) 832~~ Check the appropriate box below if the Form 8-~~4000~~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 (~~Registrant’s~~17 ~~telephone~~CFR ~~number,~~230.425) [ ] Soliciting ~~including~~material ~~area~~pursuant ~~code~~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))

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy~~ ~~the~~ Top ~~filing obligation~~ of the ~~registrant under any of the following provisions (see General~~Form ~~Instruction A.2. below):~~

o Item ~~Written~~1.01 ~~communications~~Entry ~~pursuant~~into toa ~~Rule~~Material ~~425~~Definitive ~~under the Securities Act (17 CFR 230~~Agreement.~~425)~~

o On ~~Soliciting~~November ~~material~~18, 2005, Loudeye Corp. entered into an Amended and Restated Executive Employment Agreement with Chris J. Pollak, pursuant to ~~Rule~~which ~~14a~~Mr. Pollak will serve as Chief Financial Officer effective November 18, 2005. Mr. Pollak joined Loudeye as Vice President, Finance in January 2005. The following summary is qualified in its entirety by reference to the text of the employment agreement, a copy of which is attached hereto and incorporated herein by reference as Exhibit 10.1. The employment agreement provides for a base salary of $175,000. Loudeye has agreed to issue Mr. Pollak a stock option grant to purchase 150,000 shares of Loudeye’s common stock at an exercise price per share of $0.47. This option grant has a ten year term from the date of grant and vests 25% at November 18, 2006, and monthly thereafter for 36 consecutive months. The employment agreement provides for the opportunity to receive a bonus of up to 50% of base salary if Mr. Pollak meets target performance goals identified by the compensation committee of the board of directors and up to 100% of base salary if Mr. Pollak meets maximum performance goals identified by the compensation committee of the board of directors. The actual amount of performance bonuses will be determined by the compensation committee of the board, provided that no bonuses will be paid in the event Loudeye does not have a positive EBITDA balance and not more than 25% of Loudeye’s positive EBITDA balance will be distributed as bonus compensation individually or collectively to Loudeye’s executive leadership team, including Mr. Pollak. In addition, Mr. Pollak will be entitled to receive a bonus of $40,000 upon the earliest of the following: (i) filing of Loudeye’s annual report on Form 10-12K ~~under~~for the ~~Exchange~~year ~~Act~~ended December 31, 2005, (17ii) ~~CFR~~filing ~~240~~of Loudeye’s last public filing prior to a Change of Control, or (iii) termination by Loudeye of Mr.~~14a~~ Pollak’s employment without "Cause" or for failure to meet "performance or quarterly goals". In the event that Mr. Pollak is terminated by Loudeye without cause, or he resigns for good reason, or is terminated in connection with a change of control or terminates his employment for good reason following a change of control, Mr. Pollak will be entitled to severance equal to three months base salary if the termination occurs prior to December 31, 2005, six months base salary if the termination occurs between January 1, 2006 and December 31, 2006, and nine months base salary if the termination occurs after January 1, 2007. Mr. Pollak has agreed not to compete with Loudeye or solicit customers or employees of Loudeye for one year following termination of employment. These non-~~12)~~compete and non-solicitation agreements may not be enforceable in some jurisdictions. Mr. Pollak will be entitled to participate in all benefit plans or arrangements applicable to senior executives of Loudeye.

o Item ~~Pre-commencement~~1.02 ~~communications~~Termination ~~pursuant~~of toa ~~Rule~~Material ~~14d-2(b)~~Definitive ~~under the Exchange Act (17 CFR 240~~Agreement.~~14d-2(b))~~

o On ~~Pre~~November 18, 2005, Loudeye’s board of directors accepted Ronald M. Stevens’ resignation as Loudeye’s Chief Financial Officer and Chief Operating Officer. Mr. Stevens has accepted a position at a venture-~~commencement~~backed ~~communications~~technology ~~pursuant~~company. Mr. Stevens will continue to ~~Rule~~serve ~~13e-4(c)~~as ~~under~~a ~~the~~Loudeye ~~Exchange~~employee ~~Act~~for ~~(17~~a ~~CFR~~transition ~~240~~period through December 31, 2005.~~13e-4(c))~~ As a result, Mr. Stevens’ executive employment agreement dated March 7, 2005 has been terminated by Mr. Stevens effective as of December 31, 2005.

Item 2 5.02 ~~Results~~Departure of ~~Operation~~Directors ~~and~~or ~~Financial~~Principal ~~Condition~~Officers; Election of Directors; Appointment of Principal Officers.

On As described above, Ronald M. Stevens resigned as Chief Financial Officer and Chief Operating Officer effective November 9 18, 2005. Chris Pollak, formerly Loudeye’s ~~issued~~Vice aPresident, ~~press~~Finance, ~~release~~has ~~announcing~~been ~~its~~promoted ~~financial~~to ~~results~~Chief ~~for the~~Financial ~~third~~Officer ~~quarter~~and ~~ended~~has ~~September 30,~~assumed ~~2005,~~responsibility as Loudeye’s principal financial and ~~certain~~accounting ~~other~~officer. Mr. ~~information~~Pollak’s biography follows: Chris J. APollak. Mr. ~~copy~~Pollak of has served as Chief Financial Officer since November 2005, and previously served as Loudeye’s ~~press~~Vice ~~release~~President, ~~announcing~~Finance ~~these~~beginning ~~financial~~in ~~results~~January 2005. From August 2000 to December 2004, Mr. Pollak was employed at Primus Knowledge Solutions, Inc., a publicly traded software company, and ~~certain~~served ~~other~~as ~~information~~Vice ~~is furnished~~President, Finance, from August 2004 to December 2004, and as ~~Exhibit 99.1~~Director ~~hereto~~of Finance and isOperations ~~incorporated~~prior byto ~~reference~~that ~~into~~time. From ~~this~~July ~~Item 2~~1998 to August 2000, Mr.02 Pollak was the Chief Financial Officer of Government Computer Sales, Inc., a privately-held technology company.

~~Loudeye management will conduct an audio webcast to discuss these financial results. The~~ ~~public~~ Item ~~is invited to listen in on this webcast~~9.01 ~~Management~~Financial ~~will~~Statements ~~discuss financial~~ and ~~operating results in the quarter and end the call with a question and answer session~~Exhibits. ~~Information regarding~~ ~~the webcast is as follows:~~

Date:		Wednesday, November 9, 2005
Time:		5:00 p.m. EDT / 2:00 p.m. PDT
AudioWebcast:		5:00 p.m. EDT / 2:00 p.m. PDT; live and archived; Webcast from http://www.loudeye.com/en/aboutus/earningscalls.asp. This webcast will be available until November 23, 2005 at 5:00 p.m. EDT

(a) Not applicable

(b) Not applicable

(c) Not applicable.

(d) Exhibits.

10.1 Amended and Restated Executive Employment Agreement between Loudeye Corp. and Chris J. Pollak dated November 18, 2005.

99.1 Press Release dated November 21, 2005.

~~Item 9.01~~ Top ~~Financial~~of ~~Statements~~the ~~and Exhibits~~Form

(a) Not applicable.

(b) Not applicable.

99.1 Press Release issued November 9, 2005 by Loudeye Corp

SIGNATURES

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

	~~Loudeye Corp.~~	Loudeye Corp.
Dated: November 9, 2005	By:	/s/ Ronald M. Stevens
November 21, 2005		By:	Michael A. Brochu
		Ronald M. Stevens
			Name: Michael A. Brochu
		Chief Financial Officer and Chief Operating Officer
			Title: President and Chief Executive Officer

Top of the Form

Exhibit Index


Exhibit No.		Description

10.1		Amended and Restated Executive Employment Agreement between Loudeye Corp. and Chris J. Pollak dated November 18, 2005
99.1		Press release dated November 21, 2005

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