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): ~~November~~January 1324, ~~2006~~2007

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))

Top of the Form

Item 28.0201 ~~Results~~Other ~~of Operations and Financial Condition~~Events.

On ~~November~~January 1324, ~~2006~~2007, UGS Capital Corp., ~~issued~~ a ~~press~~Delaware ~~release~~corporation ~~announcing~~("UGS ~~its~~Parent"), ~~financial~~Siemens ~~results~~Corporation, ~~for~~a ~~the~~Delaware ~~three~~corporation ("Siemens"), and ~~nine~~Utah ~~months~~Acquisition ~~ended September 30~~Corporation, ~~2006.~~a ~~This~~Delaware ~~press~~corporation ~~release~~and isa ~~furnished~~wholly-owned assubsidiary ~~Exhibit~~of ~~99.1~~Siemens ~~hereto~~("MergerSub"), ~~and~~entered isinto ~~incorporated~~an ~~herein~~Agreement byand ~~reference.The~~Plan ~~press~~of ~~release~~Merger ~~referred~~(the to"Merger ~~above reference EBITDA~~Agreement"). Pursuant ~~The~~to ~~GAAP~~the ~~measure~~Merger weAgreement ~~believe~~and subject to bethe ~~most~~terms ~~directly~~and ~~comparable~~conditions toset ~~EBITDA~~forth istherein, ~~net~~MergerSub ~~income~~will ~~(loss).~~merge ~~For~~ (the ~~three~~"Merger") ~~months~~with ~~ended~~and ~~September~~into ~~30,~~UGS ~~2006~~Parent, ~~net~~resulting ~~loss~~in ~~was~~MergerSub ~~$7.4~~ceasing ~~million~~to ~~compared~~exist toand ~~$4.8~~UGS ~~million~~Parent ~~for~~becoming ~~the~~a ~~same~~wholly-owned ~~period~~subsidiary aof ~~year~~Siemens. UGS ~~prior~~Corp. ~~For~~ (the ~~nine~~"Registrant") ~~months~~is ~~ended~~an ~~September~~indirect ~~30,~~wholly-owned ~~2006,~~subsidiary ~~net~~of ~~loss~~UGS ~~was $33~~Parent.0 ~~million~~The ~~compared~~Merger toAgreement ~~$35.0~~provides ~~million~~consideration ~~for~~based ~~the~~on ~~same~~a ~~period~~total aenterprise ~~year~~value ~~prior~~of $3.515 ~~Please~~billion ~~refer~~(including todebt) ~~the~~and ~~press~~includes ~~release~~a ~~for~~working acapital ~~reconciliation~~adjustment. The closing of ~~EBITDA~~the toMerger ~~net~~is ~~income~~conditioned, among other things, on (~~loss~~i)~~.The~~ ~~press~~the ~~release~~termination ~~referred~~or toexpiration ~~above~~of ~~contains~~the ~~non-GAAP~~waiting ~~financial~~period ~~results~~under ~~which~~the ~~reflect~~Hart-Scott-Rodino ~~our~~Antitrust ~~operating~~Improvements ~~results~~Act ~~excluding~~of ~~the~~1976, ~~impact~~as ofamended, ~~purchase~~(ii) ~~accounting.~~the Weapproval ~~believe~~or ~~that~~the ~~viewing~~termination ~~our~~or ~~results~~expiration ~~with~~of ~~these~~the ~~adjustments~~applicable ~~best~~waiting ~~reflects~~periods, ~~our~~if ~~ongoing~~any, ~~performance~~with ~~and~~respect ~~business~~to ~~operations~~other ~~during~~filings ~~the~~made ~~periods~~by ~~presented~~UGS ~~and~~Parent isor ~~more~~the ~~useful~~Registrant to ~~investors~~the ~~for~~European ~~comparative~~Commission ~~purposes.~~in ~~However,~~connection with the ~~reader~~transactions iscontemplated ~~cautioned~~by ~~that~~the ~~any~~Merger ~~non-GAAP~~Agreement, ~~financial~~(iii) ~~results~~written ~~provided~~confirmation by usthe ~~are~~Committee ~~provided~~on Foreign Investment in ~~addition~~the ~~to,~~United ~~and~~States ~~not~~("CFIUS") asof anthe ~~alternative~~successful ~~for,~~completion ~~our~~of ~~reported~~the ~~results~~review ~~prepared~~process inunder ~~accordance~~the ~~with~~Exon-Florio ~~GAAP.~~amendment ~~Any~~to ~~non-GAAP~~the ~~financial~~Defense ~~results~~Production ~~provided~~Act byof ~~UGS~~1950, ~~may~~as ~~not~~amended, bewith ~~comparable~~respect to ~~similar~~the ~~results~~Merger, ~~provided~~and by(iv) ~~other~~no ~~companies.The~~"material ~~information~~adverse ~~furnished~~effect" inhaving ~~this~~occurred ~~report~~with ~~shall~~respect ~~not~~to beUGS ~~deemed~~Parent toand beits ~~"filed"~~subsidiaries ~~for~~between the ~~purposes~~execution of the ~~Securities~~Merger ~~Exchange~~Agreement ~~Act~~and the date that is the later of ~~1934~~March ~~(‘Exchange~~31, ~~Act")~~2007 or ~~otherwise~~the ~~subject~~65th today following the ~~liabilities~~later of ~~Section~~(x) 18the offirst date on which the ~~Exchange~~Registrant ~~Act,~~and ~~unless~~Siemens wejointly ~~specifically~~submit ~~incorporate~~a itfiling byto ~~reference~~CFIUS inand a(y) ~~document~~the ~~filed~~first ~~under~~date on which the ~~Securities~~Registrant ~~Act~~and ofSiemens ~~1933~~jointly orsubmit a Form CO to the ~~Exchange~~European ~~Act~~Commission. Siemens, ByMerger ~~filing~~Sub ~~this~~and ~~report~~UGS onParent ~~Form~~have ~~8-K~~each ~~and~~agreed ~~furnishing~~to ~~this~~use ~~information~~their reasonable best efforts to obtain such approvals.On January 25, we2007, ~~make~~Siemens noissued ~~admission~~a asjoint topress release with the ~~materiality~~Registrant ofannouncing ~~any~~the ~~information~~Merger, ina ~~this~~copy ~~report,~~of ~~including~~which ~~the~~is furnished as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Top of the Form

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.
November 13, 2006	By:	/s/ Douglas E. Barnett
January 30, 2007	By:	Douglas E. Barnett
		Name: Douglas E. Barnett
		Title: Senior Vice President and Chief Financial Officer

Top of the Form

Exhibit Index

Exhibit No.		Description
99.1		Press ~~release~~Release ~~issued by UGS Corp.~~ dated ~~November~~January 1325, ~~2006~~2007

Filing Compare · UGS Corp.