6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


F O R M  6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2006

ATTUNITY LTD
(Name of Registrant)

Kfar Netter Industrial Park, Kfar Netter, Israel 40593
(Address of Principal Executive Office)

        Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F o

        Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

        Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

        Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No x

        If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________

This Form 6-K is being incorporated by reference into the Registrant’s Form F-3 Registration Statements File Nos. 333-11972, 333-14140, 333-119157 and 333-122937 and Form S-8 Registration Statements File Nos. 333-84180, 333-932, 333-11648, 333-122271 and 333-122302.



ATTUNITY LTD

6-K Items

  1. Press release re Attunity Reports Fourth Quarter 2005 Results;



ITEM 1



For more information:  
Daniel Sapir, VP Marketing Ofer Segev, CFO
Attunity Attunity
781-213-5204 781-213-5203
daniel.sapir@attunity.com ofer.segev@attunity.com

ATTUNITY REPORTS Fourth Quarter 2005 Results
Attunity Sets All-time Q4 Sales Record

BURLINGTON MA, January 25, 2006 – Attunity, Ltd. (NASDAQ: ATTU), a leading provider of enterprise information integration software, today reported its financial results for the fourth quarter ended December 31, 2005.

Revenues for the fourth quarter of 2005 were $3,973,000, representing an increase of 16% over revenues of $3,426,000 in the fourth quarter of 2004. Operating loss for the fourth quarter of 2005 was $658,000 compared with an operating loss for the fourth quarter of 2004 of $820,000. Net loss from continued operations for the fourth quarter of 2005 was $1,047,000 or ($0.06) per share compared with net loss from continued operations for the fourth quarter of 2004 of $1,007,000 or ($0.07) per share.

Revenues in fiscal 2005 increased 11% to $15,149,000 from $13,637,000 for the same period in the prior year. Operating loss for 2005 was $2,493,000 compared with an operating loss for 2004 of $3,387,000. Net loss from continued operations in 2005 was $3,500,000 or ($0.21) per share, compared with net loss from continued operations of $3,892,000 or ($0.26) per share in 2004.

“I am extremely pleased with our record-setting quarterly results,” stated Aki Ratner, Attunity CEO. “More importantly however was that we achieved all our major goals for 2005. First of all, we released Attunity InFocus, which is a major milestone towards achieving our strategic vision. Secondly, we presided over significant improvements in our overall sales execution. And not least of all, we signed a major OEM agreement with one of the world’s key software vendors. Clearly we have built solid foundations for the future.”

Highlights of the Quarter

  License revenue increased 36% over the fourth quarter of 2004
  Direct license sales growth of over 28% year over year
  Record license sales in USA
  New product - first customer win for Attunity InFocus
  Major customer wins across industry segments, as represented by: State of New Jersey, Dole, Michelin, LaBarge, Johnson & Johnson, Barclays and Mercer

Highlights of the Year

  Released Attunity InFocus, one of the first Operational Business Intelligence solutions that enables managers to have full control of their daily operations



  License revenue increased 15% over 2004
  Completed a strategic OEM agreement with one of the world leading software vendors
  Discontinued all non-core business operations

“Moving forward,” continued Mr. Ratner, “2006 will be a key transition year for Attunity. The company will move from being primarily a provider of enabling technology, to a reliable source of business solutions that quickly meet critical needs. Together with the foundations laid in 2005, Attunity finds itself in a strong position for 2006.”

Attunity Conference Call
The company has scheduled a conference call and simultaneous Webcast on Wednesday, January 25, 2006, at approximately 10 a.m. EST. To participate in the call, U.S. callers can dial 800-291-5365 and international callers can dial +1-617-614-3922 and enter the pass code 15868325 five minutes prior to the start time. The call will be available for replay through the end of February 24, 2006 by dialing 888-286-8010 (in the US) or +1-617-801-6888 (international) and entering the pass code 48252862. This call will also be broadcast live on the Internet. To register and view the Webcast, go to http://www.attunity.com/investors. An online replay will be available approximately two hours after the call.

About Attunity
Attunity is a leading provider of enterprise data integration software. Using Attunity’s products, companies can seamlessly connect to data sources, stream data changes across the enterprise, and federate heterogeneous information to achieve a single view of their business. Employing a unique distributed architecture, Attunity software runs natively on enterprise data servers, turning locked data silos into an efficient Information Grid. The result is significantly enhanced performance and reduced cost of ownership.

Attunity software solutions are used world-wide for Data Warehousing, Operational Data Stores, and a variety of Information Integration initiatives, including service-oriented integration to the mainframe as part of EAI projects, legacy data access for business intelligence and reporting, real-time and efficient ETL based on change data capture, and single customer views from disparate information sources. Also, Attunity is a trusted partner for industry leaders like IBM, Oracle and HP who embed Attunity software into their products and solution offerings.

Based on its robust information integration platform, Attunity also provides a software solution specifically architected for the Operational Business Intelligence requirements of executives and business managers. The solution delivers an innovative approach to business operation management focused on the enterprise business manager. It can be quickly adapted to the way enterprise business managers, at all levels, manage and monitor their daily operation, and is designed to enable them to be pro-actively informed, evaluate, act upon and follow up on key daily operational business issues and topics in real-time and within context.



Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and Federal Securities laws. Because such statements deal with future events, they are subject to various risks and uncertainties and actual results could differ materially from Attunity’s current expectations. Factors that could cause or contribute to such differences include, but are not limited to: the impact on revenues of economic and political uncertainties and weaknesses in various regions of the world, including the commencement or escalation of hostilities or acts of terrorism; any unforeseen developmental or technological difficulties with regard to Attunity’s products; changes in the competitive landscape, including new competitors or the impact of competitive pricing and products; a shift in demand for products such as Attunity’s; unknown factors affecting third parties with which Attunity has formed business alliances; timely availability and customer acceptance of Attunity’s new and existing products, and other factors and risks on which Attunity may have little or no control. This list is intended to identify only certain of the principal factors that could cause actual results to differ. For a more detailed description of the risks and uncertainties affecting Attunity, reference is made to Attunity’s Annual Report on Form 20-F, which is on file with the Securities and Exchange Commission. Attunity assumes no obligation to update any information concerning any of its expectations.



CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

December 31,
2005

December 31,
2004

 
    ASSETS            
   
CURRENT ASSETS:  
  Cash and cash equivalents   $ 1,635   $ 1,717  
  Restricted cash    70    73  
   Trade receivables, net    2,308    2,160  
  Other current assets    1,297    1,250  
  Assets of discontinued operation    51    521  


Total current assets    5,361    5,721  


   
LONG-TERM PREPAID EXPENSES    203    64  


   
SEVERANCE PAY FUND    705    698  


   
PROPERTY AND EQUIPMENT, NET    751    834  


   
OTHER ASSETS, NET    10,335    10,826  


   
Total assets   $ 17,355   $ 18,143  


   
   
    LIABILITIES AND SHAREHOLDERS' EQUITY  
   
CURRENT LIABILITIES:  
  Current maturities of long-term debt   $ 41   $ 70  
  Trade payables    758    611  
  Deferred revenues    2,440    2,298  
  Employees and payroll accruals    1,163    1,156  
  Accrued expenses and other liabilities    1,890    2,097  
  Liabilities of discontinued operation    36    892  


Total current liabilities    6,328    7,124  


   
LONG-TERM LIABILITIES:  
  Long-term debts    684    339  
  Accrued severance pay    1,043    1,008  


Total long-term liabilities    1,727    1,347  


   
SHAREHOLDERS' EQUITY:  
    Share capital    584    539  
  Additional paid-in capital    93,355    89,618  
  Accumulated other comprehensive loss    (512 )  (148 )
  Accumulated deficit    (84,127 )  (80,337 )


Total shareholders' equity    9,300    9,672  


   
Total liabilities and shareholders' equity   $ 17,355   $ 18,143  





CONSOLIDATED STATEMENTS OF OPERATIONS

U.S. dollars in thousands, except share and per share data

Year ended
December 31,

Three months ended
December 31,

2005
2004
2005
2004
 
Revenues:                    
  Software licenses   $ 8,356   $ 7,258   $ 2,313   $ 1,698  
  Services    6,793    6,379    1,660    1,728  




   
     15,149    13,637    3,973    3,426  




Cost of revenues:  
  Software licenses    1,577    2,164    406    509  
  Services    1,812    1,503    407    432  




   
     3,389    3,667    813    941  




   
Gross profit    11,760    9,970    3,160    2,485  




   
Operating expenses:  
  Research and development, net    2,671    1,475    914    464  
  Selling and marketing    9,190    7,703    2,341    2,167  
  General and administrative    2,192    2,465    563    605  
  Termination of management and others    -    1,714    -    69  
  Liquidation damages related to January  
  private placement    200    -    -    -  




   
Total operating expenses    14,253    13,357    3,818    3,305  




   
Operating loss    (2,493 )  (3,387 )  (658 )  (820 )
   
Financial expenses, net    (790 )  (466 )  (202 )  (227 )
Other income (Loss)    (52 )  40    (60 )  40  




   
 Loss before income taxes    (3,335 )  (3,813 )  (920 )  (1,007 )
Taxes on income    (165 )  (79 )  (127 )  -  




   
Loss from continued operations    (3,500 )  (3,892 )  (1,047 )  (1,007 )
Discontinued operations:  
  Profit (loss) on disposal of segment, net of  
  income taxes    (290 )  (148 )  90    (123 )




   
Net loss   $ (3,790 ) $ (4,040 ) $ (957 ) $ (1,130 )




   
Basic and diluted net loss per share from  
  continued operations   $ (0.21 ) $ (0.26 ) $ (0.06 ) $ (0.07 )




   
Basic and diluted net profit (loss) per share  
  from discontinued operations, net of income  
  taxes   $ (0.02 ) $ (0.01 ) $ 0.01   $ (0.01 )




   
Basic and diluted net loss per share   $ (0.22 ) $ (0.27 ) $ (0.06 ) $ (0.07 )




   
Weighted average number of shares used in  
  computing basic and diluted net loss per share    16,939    15,151    17,246    15,322  







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, thereunto duly authorized.

ATTUNITY LTD
(Registrant)

BY: /S/ Ofer Segev
——————————————
Ofer Segev
Chief Financial Officer

Date: January 25, 2006