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~~August 614, 2006

UGS Corp.
__________________________________________
(Exact name of registrant as specified in its charter)


Delaware	333-123664	75-2728894
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

5800 Granite Parkway, Suite 600, Plano, Texas		75024
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Registrant’s telephone number, including area code:		972-987-3000

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 82.0102 ~~Other~~Results ~~Events~~of Operations and Financial Condition.

On ~~June~~August 614, 2006, UGS Corp. ~~(the~~issued ~~"Company") announced that UGS Capital Corp. II,~~ a ~~parent~~press ~~company~~release inannouncing its ~~corporate~~financial ~~structure,~~results ~~had~~for ~~sold~~the ~~$300~~three ~~million~~and ~~aggregate~~six ~~principal~~months ~~amount~~ended ofJune ~~Floating~~30, ~~Rate~~2006. ~~Senior~~This ~~PIK~~press ~~Notes~~release ~~due~~is ~~2011~~furnished ~~(the~~as ~~"Notes")~~Exhibit 99. ~~Interest~~1 onhereto, ~~the~~and ~~Notes~~is ~~will~~incorporated ~~accrue~~herein ~~and~~by bereference.The ~~payable~~press ~~semi-annually~~release inreferred ~~arrears~~to onabove ~~June~~references 1EBITDA and ~~December~~Adjusted 1EBITDA. ofThe ~~each~~GAAP ~~year,~~measure ~~commencing~~we onbelieve ~~December~~to 1,be ~~2006~~most atdirectly acomparable ~~rate~~to ~~per~~EBITDA ~~annum~~and ~~equal~~Adjusted toEBITDA ~~LIBOR~~is ~~plus~~net ~~5.00%~~income (~~increasing to 5~~loss).~~50%~~ ifFor ~~any~~the ~~Notes~~three ~~are~~months ~~outstanding~~ended ~~on or after~~ June 130, ~~2008~~2006, ~~and~~net loss was $6.~~00%~~4 ifmillion ~~any~~compared ~~Notes~~to ~~are~~$22.0 ~~outstanding~~million onfor orthe ~~after~~same ~~June~~period 1,a ~~2009),~~year ~~and~~prior. ~~will~~Please berefer ~~payable~~to in the ~~form~~press ofrelease ~~additional~~for ~~Notes,~~a orreconciliation inof ~~cash~~EBITDA ifand ~~UGS~~Adjusted ~~Capital~~EBITDA ~~Corp.~~to IInet soincome ~~elects~~(loss).The ~~Interest~~press onrelease ~~the~~referred ~~Notes~~to ~~will~~above becontains ~~reset semi~~non-~~annually.~~GAAP ~~The~~financial ~~Notes~~results ~~will~~which ~~mature~~reflect onour ~~June~~operating 1,results ~~2011. The~~excluding ~~Notes~~the ~~will~~impact beof ~~offered~~purchase inaccounting. ~~the~~We ~~United~~believe ~~States~~that ~~only~~viewing toour ~~qualified~~results ~~institutional~~with ~~buyers~~these ~~pursuant~~adjustments tobest ~~Rule~~reflects ~~144A~~our ~~under~~ongoing ~~the~~performance ~~Securities~~and ~~Act~~business ofoperations ~~1933,~~during ~~as amended (~~the ~~"Securities~~periods ~~Act"),~~presented and ~~outside~~is ~~the~~more ~~United~~useful ~~States pursuant~~ to ~~Regulation~~investors Sfor ~~under~~comparative ~~the Securities Act~~purposes. ~~The~~However, ~~Notes have not been registered under~~ the ~~Securities~~reader ~~Act~~is orcautioned that any ~~state~~non-GAAP ~~securities~~financial ~~laws~~results ~~and~~provided ~~may~~by ~~not~~us beare ~~offered~~provided ~~or sold~~ in ~~the~~addition ~~United~~to, ~~States~~and ~~absent~~not ~~registration~~as ~~under, or~~ an ~~applicable~~alternative ~~exemption from the registration requirements of~~for, ~~the~~our ~~Securities~~reported ~~Act~~results orprepared ~~any applicable state securities laws. Pursuant to and~~ in accordance with ~~Rule~~GAAP. ~~135c~~Any ofnon-GAAP ~~the~~financial ~~Securities~~results ~~Act,~~provided ~~the~~by ~~Company~~UGS ismay ~~filing~~not ~~with~~be ~~this~~comparable ~~Current~~to ~~Report~~similar onresults ~~Form~~provided ~~8-K~~by ~~the~~other ~~press~~companies.The ~~release~~information ~~attached~~furnished ~~hereto~~in asthis ~~Exhibit~~report ~~99.1. UGS~~shall ~~Capital~~not ~~Corp.~~be IIdeemed ~~intends~~ to ~~use~~be ~~the~~"filed" ~~net~~for ~~proceeds from~~ the ~~offering~~purposes of the ~~Notes~~Securities toExchange ~~offer~~Act toof ~~repurchase~~1934 ~~all~~(‘Exchange ofAct") ~~its~~or ~~outstanding~~otherwise ~~preferred~~subject ~~stock,~~ to ~~repurchase~~the aliabilities ~~portion~~ of ~~its~~Section ~~outstanding~~18 ~~common stock and to make a capital contribution to UGS Holdings, Inc. The proceeds~~ of the ~~repurchase~~Exchange ~~of UGS Capital Corp. II’s common stock will be used by UGS Capital Corp. to pay a dividend on its common stock. UGS Holdings~~Act, ~~Inc.~~unless ~~will~~we ~~use~~specifically ~~the~~incorporate ~~capital contribution~~ it ~~receives~~by toreference ~~make~~in a ~~capital~~document ~~contribution~~filed tounder the ~~Company.,~~Securities ~~which~~Act ~~will use such funds to make compensatory payments to certain managers~~ of ~~the~~1933 ~~Company,~~or ~~including~~ the ~~following~~Exchange ~~payments~~Act. toBy ~~the~~filing ~~"named~~this ~~executive~~report ~~officers" identified in our Annual Report~~ on Form 108-K~~: Mr.~~ ~~Affuso~~and -furnishing ~~$467~~this information,~~349.08;~~ ~~Mr.~~we ~~Barnett~~make -no ~~$158,497.16;~~admission ~~Mr.~~as ~~Graham~~to -the ~~$205,111.97;~~materiality ~~Mr.~~of ~~Grindstaff~~any -information ~~$261,965.77;~~in ~~and~~this ~~Mr.~~report, ~~Shirk~~including -the ~~$111,880~~Exhibit.~~35.~~

Item 9.01 Financial Statements and Exhibits.

(dc) ~~ExhibitsExhibit~~ ~~No. Description 99.1 Press Release of UGS Corp. dated June 6, 2006~~Exhibits

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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.

	UGS Corp.
June 9, 2006	By:	/s/ Douglas E. Barnett
August 14, 2006	By:	/s/ Douglas E. Barnett
		Name: Douglas E. Barnett
		Title: Senior Vice President and Chief Financial Offier
		Title: Senior Vice President and Chief Financial Officer

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Exhibit Index

Exhibit No.		Description
99.1		Press ~~Release~~release ofissued by UGS Corp. dated ~~June~~August 614, 2006

Filing Compare · UGS Corp.