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): January 26, 2007

Catuity Inc.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation)		000-30045 (Commission File Number)		38-3518829 (IRS Employer Identification No.)


300 Preston Ave., Suite 302 Charlottesville, VA 22902 (Address of principal executive offices)		(434) 979-0724 (Registrant’s telephone number, including area code)

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.

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-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))

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	Item 5.02 Compensatory Arrangements of Certain Officers
SIGNATURE

Item 5.02 Compensatory Arrangements of Certain Officers

On January 26, 2007 the employment agreement between Catuity Inc. (the Company) and Debra Hoopes, Senior Vice President and Chief Financial Officer, was amended.

Under the amended agreement the grant of non-qualified options to acquire 25,000 shares of Company stock is effective as of the amendment date (January 26, 2007). The terms for vesting of these options are unchanged. Prior to the amendment this grant was contingent upon stockholder approval.

Under the amended agreement the award of 50,000 shares of restricted stock is no longer subject to stockholder approval. The terms for vesting of these shares are unchanged. The amendment also provides that if there are insufficient shares available under the Company’s 2005 Employee Restricted Stock Plan at the Commencement Date (January 2, 2007) the balance will be granted when further shares become available.

SIGNATURE

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.


	CATUITY INC. (Registrant)
	By:	/s/ Debra Hoopes
		Debra Hoopes
		Senior Vice President and Chief Financial Officer

Date: January 30, 2007

This letter includes “forward-looking” statements within the meaning of the Private Securities Litigation Act of 1995. This Act provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information so long as they identify these statements as forward-looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the expected results. All statements other than statements of historical fact made in this letter are forward looking. In some cases, they can be identified by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. In evaluating these statements, you should consider various factors that may cause actual results to differ materially from any forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee our future results, levels of activity, performance or achievement. Moreover, neither we nor any other person assumes liability for the accuracy and completeness of the forward-looking statements. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to: changes in currency exchange rates from period to period, inflation rates in the United States and Australia, recession, and other external economic factors over which the Company has no control; the timing and speed with which our major customers and prospects execute their plans for the use of our loyalty software and services; continued development of the Company’s software products; competitive product and pricing pressures; use of internally developed software applications; patent and other litigation risks; the risk of key staff leaving the Company; the risk that major customers of the Company’s products and services reduce their requirements or terminate their arrangements with the Company; as well as other risks and uncertainties, including but not limited to those detailed from time to time in the Company’s Securities and Exchange Commission filings. These forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

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CATUITY INC 8-K