UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 Event Reported): ~~June~~July 2011, 2006

Xybernaut Corporation
__________________________________________
(Exact name of registrant as specified in its charter)


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)


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

Not Applicable
______________________________________________
Former name or former address, if changed 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:

[  ]  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))

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Item 71.01 ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

As previously ~~reported~~disclosed in Item 1.0301 of the Form 8-K filed on ~~July~~March 2629, ~~2005~~2006, ~~the~~Xybernaut ~~Debtors~~Corporation ~~filed voluntary petitions for relief under Chapter 11 of~~ (the ~~United~~"Company"), ~~States~~Xybernaut ~~Code in the Bankruptcy Court on July 25~~Solutions, ~~2005~~Inc.On ~~June~~("XSI" ~~20,~~and ~~2006,~~together ~~the Debtors filed~~ with the ~~Bankruptcy~~Company, ~~Court~~the ~~their~~"Debtors") ~~Monthly~~and ~~Operating~~East ~~Reports~~River ~~for~~Capital ~~the~~LLC ~~month of May 2006~~ (~~the~~ "~~Monthly Operating Reports~~ERC")~~. A~~ ~~copy~~entered ofinto ~~the~~a ~~Monthly~~Secured ~~Operating~~Promissory ~~Report~~Note ~~for~~ (the ~~Company~~"Note") isdated ~~attached~~as ~~hereto~~of asMarch ~~Exhibit~~23, 992006.1 As ~~and~~previously isdisclosed ~~incorporated~~in byItem ~~reference herein~~1. A01 ~~copy~~ of the ~~Monthly~~Form ~~Operating~~8-K ~~Report~~filed ~~for~~on ~~XSI~~May is8, ~~attached~~2006, ~~hereto~~the asDebtors ~~Exhibit~~and ~~99.2~~ERC ~~and~~entered isinto ~~incorporated~~an byAmended ~~reference~~and ~~herein.The~~Restated ~~information~~Secured ~~contained~~Promissory inNote, ~~the~~dated ~~Monthly~~May ~~Operating~~2, ~~Reports~~2006 is(the ~~preliminary~~"Amended ~~and~~Note").On ~~subject~~July to11, ~~revision~~2006, the Debtors and ~~the~~ERC ~~Company~~entered ~~cautions~~into ~~readers~~Amendment ~~not~~No. 1 to ~~place~~the ~~undue~~Amended ~~reliance~~Note ~~upon~~(the ~~this information~~"Amendment"). The ~~Monthly~~Amendment ~~Operating~~provides ~~Reports~~that ~~are~~the ~~unaudited~~$100,000 ~~and~~loan into abe ~~format~~provided ~~prescribed~~in byaccordance ~~applicable~~with ~~bankruptcy~~the ~~laws~~Amendment ~~that~~will isbe ~~generally~~used ~~consistent,~~solely ~~but~~for ~~not~~payroll inof ~~full~~the ~~conformity, with generally accepted accounting principles~~Debtors. ~~The~~Pursuant ~~information~~to in the ~~Monthly~~Amendment, ~~Operating~~Section ~~Reports~~7 ~~might not be indicative~~ of the ~~Company’s~~Amended ~~financial~~Note ~~condition~~provides orthat ~~operating results for~~ the ~~period~~Debtors ~~that~~will ~~would~~not beuse ~~reflected~~any inportion of the ~~Company’s~~loans ~~financial~~other ~~statements~~than or in athe ~~periodic~~ordinary ~~report~~course ~~filed~~of ~~pursuant to~~ the ~~Securities~~trade ~~Exchange~~or ~~Act~~business of ~~1934,~~the ~~as amended~~Debtors. ~~The~~Pursuant ~~information~~to ~~set forth in~~ the ~~Monthly~~Amendment, ~~Operating~~Section ~~Reports~~23 ~~should~~(Issuance ~~not~~of beStock; ~~viewed~~Reconstitution asof ~~indicative~~Board of ~~future~~Directors) ~~results~~ and ~~should~~Section ~~not~~24 be(Warrants, ~~used~~Equity ~~for~~Rights) ~~investment~~have ~~purposes.All~~been ~~statements,~~deleted ~~other~~from ~~than~~the ~~historical~~Amended ~~facts,~~Note. Section ~~included~~23 inof the ~~Monthly~~Amended ~~Operating~~Note ~~Reports~~was ~~regarding~~previously ~~the~~described ~~Debtors’~~in ~~financial~~paragraph ~~position,~~12 ~~business~~of ~~strategy,~~Item ~~and~~1.01 ~~plans~~ of ~~management~~the ~~for~~Form ~~future~~8-K ~~operations~~filed ~~are~~on ~~"forward~~May ~~looking~~8, ~~statements~~2006." ~~They~~Section ~~are~~24 ~~based~~of onthe ~~management’s~~Amended ~~beliefs~~Note ~~and~~was ~~assumptions,~~previously ~~and~~described onin ~~information~~paragraph ~~currently~~13 ~~available~~of toItem ~~management~~1. ~~Forward~~01 ~~looking~~of ~~statements~~the ~~include,~~same ~~but~~Form ~~are~~8-K.The ~~not~~Amendment ~~limited~~also ~~to,~~contains ~~statements~~standard inrepresentations ~~which~~and ~~words~~warranties, ~~such~~covenants asand ~~"expect,"~~certain ~~"see,"~~other ~~"anticipate,"~~matters.A ~~"intend,"~~copy ~~"plan,"~~of ~~"believe,"~~the ~~"hope,"~~Amendment ~~"estimate,"~~is ~~"consider,"~~attached orhereto ~~similar~~as ~~expressions~~Exhibit ~~are used~~10. ~~Such~~1 ~~forward~~and ~~looking~~is ~~statements~~incorporated ~~are~~by ~~not~~reference ~~guarantees of future performance~~herein.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On July 11, 2006, Gary Engle and Thomas W. Goodwin were appointed to the Board of Directors of the Company by the existing Board of Directors.

Item 9.01 Financial Statements and Exhibits.

(d) ~~Exhibits99~~Exhibits10.1 ~~Monthly~~ Amendment ~~Operating~~No. ~~Report~~1 ~~for~~to ~~the~~Amended ~~Company~~and ~~for~~Restated ~~the~~Secured ~~month~~Promissory ofNote ~~May~~between ~~200699~~Xybernaut Corporation, Xybernaut Solutions, Inc.~~2 Monthly~~ ~~Operating~~and ~~Report~~East ~~for~~River ~~XSI~~Capital ~~for~~LLC, ~~the~~dated ~~month~~as of ~~May~~July 7, 2006.

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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.

	Xybernaut Corporation
June 20, 2006	By:	/s/ Perry L. Nolen
July 17, 2006	By:	/s/ Perry L. Nolen
		Name: Perry L. Nolen
		Title: President and Chief Executive Officer

Top of the Form

Exhibit Index

Exhibit No.		Description
99.1		Monthly Operating Report for the Company for the Month of May 2006
10.1		AMENDMENT NO.1 TO AMENDED AND RESTATED SECURED PROMISSORY NOTE
99.2		Monthly Operating Report for XSI for the Month of May 2006

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