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~~ Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~Earliest~~the ~~Event~~Securities ~~Reported): January 31,~~Exchange ~~2006~~Act ~~(March 16,~~of ~~2005)~~1934

~~XYBERNAUT~~Date ~~CORPORATION~~ of Report (Date of Earliest Event Reported): May 31, 2006

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

DELAWARE (State or Other Jurisdiction of Incorporation)


Delaware	0-21013	54-1799851
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

5175 Parkstone Drive, Suite 130, Chantilly, Virginia		20151
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

0-15086		54-1799851
(Commission File Number)		(I.R.S. Employer Identification Number)


Registrant’s telephone number, including area code:		703-480-0480

~~5175~~ Not ~~PARKSTONE~~Applicable ______________________________________________ Former ~~DRIVE,~~name ~~SUITE~~or ~~130,~~former ~~CHANTILLY~~address, ~~VIRGINIA~~if ~~20151 (Address~~changed ofsince ~~Principal~~last ~~Executive Offices) (Zip Code)~~report

~~(703) 480~~ Check the appropriate box below if the Form 8-~~0480~~K filing is intended to ~~(Registrant’s~~simultaneously ~~Telephone~~satisfy ~~Number,~~the ~~Including~~filing ~~Area~~obligation ~~Code)~~of the registrant under any of the following provisions:

~~12701~~ [ ] Written ~~FAIR~~communications ~~LAKES~~pursuant ~~CIRCLE,~~to ~~SUITE~~Rule ~~550,~~425 ~~FAIRFAX,~~under ~~VIRGINIA~~the ~~22033~~Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (~~Former~~17 ~~Name~~CFR or240.14a-12) [ ] Pre-commencement ~~Former~~communications ~~Address,~~pursuant ifto ~~Changed~~Rule ~~Since~~14d-2(b) ~~Last~~under ~~Report~~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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230~~1.~~425)~~02 oTermination ~~Soliciting~~of ~~material~~a ~~pursuant~~Material toDefinitive ~~Rule 14a-12 under the Exchange Act (17 CFR 240~~Agreement.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~~ On May 31, 2006, the Employment Agreement dated November 14, 2005 (the "Employment Agreement") between Xybernaut Corporation (the "Company") and John F. Moynahan, Executive Vice President and Chief Financial Officer, was terminated due to the termination of Mr. Moynahan on May 31, 2006 in connection with a reduction in force. See Item 8.01. The terms of the Employment Agreement were previously reported in Item 1.01 ~~ENTRY~~of ~~INTO~~the AForm ~~MATERIAL~~8-K ~~DEFINITIVE~~filed ~~AGREEMENT~~on November 18, 2005 and such Item is incorporated herein by reference.

~~On January 24, 2006, the United States Bankruptcy Court for the Eastern District of Virginia (the~~ ~~“Bankruptcy Court”) authorized Xybernaut Corporation (the “Company”) to enter into an Office Lease~~ ~~Agreement by and between Justice Federal Credit Union and the Company (the “New Lease”). On~~ ~~January 25,~~ Item ~~2006, the Company leased approximately 9,656 square feet of office space at 5175 Parkstone Drive, Chantilly, Virginia 20151~~5.02 ~~Pursuant~~Departure ~~to the New Lease, the Company will pay base rent in the amount~~ of ~~$224,502.00~~Directors ~~for~~or ~~the~~Principal ~~first~~Officers; ~~year~~Election of ~~the~~Directors; ~~lease.~~Appointment ~~Rent is payable in equal monthly installments in advance~~ of ~~the~~Principal ~~first day of the month~~Officers. ~~The base rent will increase by 3%~~ ~~annually. The lease term commences on February 1, 2006 and will continue for 36 months. The~~ ~~Company has a conditional right, exercisable at its option, to renew the term of the New Lease for~~ one additional period of three years with rent increasing by 3% annually. Pursuant to the New Lease, the Company also paid a security deposit in the amount of $74,834.00 simultaneously with the execution of the New Lease on January 25, 2006. A copy of the New Lease is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

On ~~November 1,~~May ~~1994, the Company and Hyatt Plaza Limited Partnership (the “Landlord”) entered into an Office Lease Agreement (the “Old Lease”) which will expire on January~~ 31, 2006, Mr. ~~The~~Moynahan ~~Company~~was ~~has entered~~terminated ~~into a New Lease~~ as ~~described above. On January 15, 1997,~~ the Company’s ~~and~~Executive ~~the~~Vice ~~Landlord entered~~President ~~into~~and aChief ~~Storage~~Financial ~~Space Rental Agreement (the “Storage Space Agreement”) which will expire on January 31, 2006~~Officer.

~~On March 16, 2005, the Company entered into a Sixth Amendment to the Old Lease. The expiration~~ ~~date of the Old Lease was extended to January 31, 2006. The base rent was increased to $444,420.25~~ ~~per~~ Item ~~year~~8.01 AOther ~~copy of such Sixth Amendment to the Old Lease is attached hereto as Exhibit 10~~Events.~~4 and~~ ~~is incorporated by reference herein.~~

On ~~October 26~~May 31, ~~2005~~2006, ~~the~~four ~~Bankruptcy~~employees ~~Court~~of ~~approved~~ the ~~Seventh~~Company ~~Amendment~~(including toMr. ~~the~~Moynahan ~~Old~~and ~~Lease~~Mr. ~~Pursuant~~ toMichael ~~such Seventh Amendment~~Jenkins, onformerly orVice ~~before~~President ~~October 31,~~and ~~2005,~~Chief ~~the~~Technical ~~Company~~Officer ~~vacated Suite 160 and Suite 155~~ of the ~~leased~~Company) ~~premises.~~and ~~The~~two ~~base~~employees ~~rent was decreased to an annualized rate~~ of ~~$308,061.24~~ ~~until~~Xybernaut ~~the end of the lease on January 31~~Solutions, ~~2006~~Inc. Awere ~~copy~~terminated ofin ~~such~~connection ~~Seventh~~with ~~Amendment~~a ~~to the~~reduction ~~Old~~in ~~Lease is attached hereto as Exhibit 10~~force.~~5 and is incorporated by reference herein.~~

~~On October 26, 2005, the Bankruptcy Court approved the Sixth Amendment to the Storage Space~~ ~~Agreement. Pursuant to such Sixth Amendment, on or before October 31, 2005, the Company vacated~~ ~~400~~ Top ~~square feet~~ of the ~~leased storage space. The monthly base rent was decreased to $883. A copy~~Form ~~of such Sixth Amendment to the Storage Space Agreement is attached hereto as Exhibit 10.6 and is~~ ~~incorporated by reference herein.~~

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

10.1 Office Lease Agreement by and between Justice Federal Credit Union and Xybernaut Corporation.

10.2 Fourth Amendment to the Office Lease Agreement between Hyatt Plaza Limited Partnership and Xybernaut Corporation, dated December 13, 2001.

10.3 Fifth Amendment to the Office Lease Agreement between Hyatt Plaza Limited Partnership and Xybernaut Corporation, dated August 18, 2003.

10.4 Sixth Amendment to the Office Lease Agreement between Hyatt Plaza Limited Partnership and Xybernaut Corporation, dated March 16, 2005.

10.5 Seventh Amendment to the Office Lease Agreement between Hyatt Plaza Limited Partnership and Xybernaut Corporation, dated October 2005.

10.6 Sixth Amendment to the Storage Space Rental Agreement between Hyatt Plaza Limited Partnership and Xybernaut Corporation, dated October 2005.

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.

XYBERNAUT CORPORATION By: /s/ John F. Moynahan John F. Moynahan Executive Vice President and Chief Financial Officer


	Xybernaut Corporation

June 2, 2006	By:	/s/ Perry L. Nolen

		Name: Perry L. Nolen
		Title: President and Chief Executive Officer

Dated: January 31, 2006

Filing Compare · XYBERNAUT CORP