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): January 1831, 2006 (March 16, 2005)

XYBERNAUT CORPORATION

(Exact Name of Registrant as Specified in its Charter)

DELAWARE
(State or Other Jurisdiction of Incorporation)


0-15086		54-1799851
(Commission File Number)		(I.R.S. Employer Identification Number)

~~12701~~5175 ~~FAIR~~PARKSTONE ~~LAKES CIRCLE~~DRIVE, SUITE ~~550~~130, ~~FAIRFAX~~CHANTILLY, VIRGINIA, ~~22033~~20151 (Address of Principal Executive Offices) (Zip Code)

(703) ~~631~~480-~~6925~~0480 (Registrant’s Telephone Number, Including Area Code)

~~NOT~~12701 ~~APPLICABLE~~FAIR LAKES CIRCLE, SUITE 550, FAIRFAX, VIRGINIA 22033 (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 (see General Instruction A.2. below):


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))

ITEM 71.01 ~~REGULATION~~ENTRY FDINTO ~~DISCLOSURE~~A MATERIAL DEFINITIVE AGREEMENT

AsOn ~~previously~~January 24, ~~reported~~2006, inthe ~~Item 1.03~~United ofStates Bankruptcy Court for the ~~Form~~Eastern ~~8-K~~District ~~filed~~of onVirginia ~~July 26,~~(the “Bankruptcy ~~2005,~~Court”) authorized Xybernaut Corporation (the “Company”) to enter into an Office Lease Agreement by and ~~its~~between ~~subsidiary,~~Justice ~~Xybernaut~~Federal ~~Solutions,~~Credit ~~Inc.~~Union and the Company (the “~~XSI~~New Lease”). ~~and~~On January 25, ~~together~~2006, ~~with~~ the Company leased approximately 9,656 square feet of office space at 5175 Parkstone Drive, Chantilly, Virginia 20151. Pursuant to the ~~“Debtors”)~~New ~~filed~~Lease, ~~voluntary~~the ~~petitions~~Company will pay base rent in the amount of $224,502.00 for ~~relief~~the ~~under~~first ~~Chapter 11~~year of the ~~United~~lease. ~~States~~Rent ~~Code~~is payable in equal monthly installments in advance of the ~~United~~first ~~States~~day ~~Bankruptcy~~of ~~Court~~the month. The base rent will increase by 3% annually. The lease term commences on February 1, 2006 and will continue for 36 months. The Company has a conditional right, exercisable at its option, to renew the ~~Eastern~~term ~~District~~of the New Lease for one additional period of ~~Virginia~~three (years with rent increasing by 3% annually. Pursuant to the ~~“Bankruptcy~~New Lease, ~~Court”)~~the onCompany also paid a security deposit in the amount of $74,834.00 simultaneously with the ~~July~~execution of the New Lease on January 25, ~~2005~~2006. A copy of the New Lease is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

On ~~January~~November 181, ~~2006~~1994, the ~~Debtors~~Company ~~filed~~and ~~with~~Hyatt ~~the~~Plaza ~~Bankruptcy~~Limited ~~Court~~Partnership ~~their~~(the ~~Monthly~~“Landlord”) ~~Operating~~entered ~~Reports~~into ~~for~~an ~~the~~Office ~~month~~Lease ofAgreement ~~December 2005~~ (the “~~Monthly~~Old ~~Operating Reports~~Lease”). Awhich ~~copy~~will ofexpire ~~the~~on ~~Monthly~~January 31, ~~Operating Report~~2006. ~~for~~The ~~the~~ Company ishas entered ~~attached~~into ~~hereto~~a asNew ~~Exhibit 99.1~~Lease ~~and~~as isdescribed ~~incorporated~~above. byOn ~~reference~~January 15, ~~herein. A~~1997, ~~copy~~the ofCompany and the ~~Monthly~~Landlord entered ~~Operating~~into ~~Report~~a ~~for~~Storage ~~XSI~~Space isRental ~~attached~~Agreement ~~hereto~~(the as“Storage ~~Exhibit 99.2~~Space ~~and~~Agreement”) ~~is incorporated~~which bywill ~~reference~~expire ~~herein~~on January 31, 2006.

~~The~~On ~~information~~March 16, ~~contained~~2005, in the ~~Monthly~~Company ~~Operating~~entered ~~Reports~~into isa ~~preliminary~~Sixth ~~and~~Amendment ~~subject~~ to ~~revision, and~~ the ~~Company~~Old ~~cautions readers not to place undue reliance upon this information~~Lease. The ~~Monthly~~expiration ~~Operating~~date ~~Reports~~of ~~are~~the ~~unaudited,~~Old inLease awas ~~format~~extended ~~prescribed~~to ~~by applicable bankruptcy laws~~January 31, ~~and~~2006. ~~had~~The ~~not been~~base ~~prepared~~rent inwas ~~conformity~~increased ~~with~~to ~~generally accepted accounting principles~~$444,420. ~~The information in the~~25 ~~Monthly~~per ~~Operating~~year. ~~Reports~~A ~~might~~copy ~~not be indicative~~ of ~~the~~such ~~Company’s~~Sixth ~~financial~~Amendment ~~condition or operating results for the period that would be reflected in the Company’s financial statements or in a periodic report filed pursuant~~ to the ~~Securities~~Old ~~Exchange~~Lease ~~Act~~is ofattached ~~1934,~~hereto as ~~amended~~Exhibit 10.4 ~~The information set forth in the Monthly Operating Reports should not be viewed as indicative of future results~~ and ~~should~~is ~~not~~incorporated beby ~~used~~reference ~~for investment purposes~~herein.

~~All~~On ~~statements~~October 26, ~~other~~2005, ~~than~~the ~~historical~~Bankruptcy ~~facts,~~Court ~~included~~approved in the ~~Monthly~~Seventh ~~Operating~~Amendment ~~Reports~~to ~~regarding~~ the ~~Debtors’~~Old ~~financial~~Lease. Pursuant ~~position,~~to ~~business~~such ~~strategy~~Seventh Amendment, ~~and~~on ~~plans~~or ofbefore ~~management~~October 31, ~~for~~2005, ~~future~~the ~~operations are~~Company ~~“forward~~vacated ~~looking~~Suite 160 and ~~statements.”~~Suite 155 ~~They~~of ~~are~~the ~~based~~leased onpremises. ~~management’s~~The ~~beliefs~~base ~~and~~rent ~~assumptions,~~was ~~and~~decreased ~~on information~~to ~~currently~~an ~~available~~annualized torate ~~management~~of $308,061.24 ~~Forward~~until ~~looking~~the ~~statements~~end ~~include,~~of ~~but~~the ~~are~~lease ~~not limited~~on toJanuary 31, ~~statements~~2006. inA ~~which~~copy ~~words~~of such asSeventh ~~“expect,”~~Amendment ~~“see,” “anticipate,” “intend,” “plan,”~~to ~~“believe,”~~the ~~“hope,”~~Old ~~“estimate,”~~Lease ~~“consider,”~~is orattached ~~similar~~hereto ~~expressions~~as ~~are used~~Exhibit 10.5 ~~Such~~and ~~forward~~is ~~looking statements~~incorporated ~~are~~by ~~not~~reference ~~guarantees of future performance~~herein.

On October 26, 2005, the Bankruptcy Court approved the Sixth Amendment to the Storage Space Agreement. Pursuant to such Sixth Amendment, on or before October 31, 2005, the Company vacated 400 square feet of the leased storage space. The monthly base rent was decreased to $883. A copy of such Sixth Amendment to the Storage Space Agreement is attached hereto as Exhibit 10.6 and is incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1		Monthly Operating Report for the Company for the month of December 2005
99.2		Monthly Operating Report for XSI for the month of December 2005

10.1 Office Lease Agreement by and between Justice Federal Credit Union and Xybernaut Corporation.

10.2 Fourth Amendment to the Office Lease Agreement between Hyatt Plaza Limited Partnership and Xybernaut Corporation, dated December 13, 2001.

10.3 Fifth Amendment to the Office Lease Agreement between Hyatt Plaza Limited Partnership and Xybernaut Corporation, dated August 18, 2003.

10.4 Sixth Amendment to the Office Lease Agreement between Hyatt Plaza Limited Partnership and Xybernaut Corporation, dated March 16, 2005.

10.5 Seventh Amendment to the Office Lease Agreement between Hyatt Plaza Limited Partnership and Xybernaut Corporation, dated October 2005.

10.6 Sixth Amendment to the Storage Space Rental Agreement between Hyatt Plaza Limited Partnership and Xybernaut Corporation, dated October 2005.

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
	By:	/s/ John F. Moynahan
		John F. Moynahan
		Executive Vice President and Chief Financial Officer

Dated: January 31, 2006

XYBERNAUT CORPORATION

/s/ John F. Moynahan

John F. Moynahan

Executive Vice President and

Chief Financial Officer

Dated: January 18, 2006

Filing Compare · XYBERNAUT CORP