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~~January 2728, ~~2007~~2008

PACKETEER, INC.

(Exact name of Registrant as specified in its charter)

DELAWARE	000-26785	77-0420107
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

10201 NORTH DE ANZA BLVD.
CUPERTINO, CALIFORNIA 95014
(Address of principal executive offices)

Registrant’s telephone number, including area code: (408) 873-4400

N/A
(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))

Item 85.~~01.~~02 ~~Other~~Compensatory ~~Events~~Arrangements of Certain Officers

~~Packeteer~~On January 28, ~~Inc.~~2008, (the ~~“Company”)~~Compensation ~~received~~Committee anof ~~Examination Report from~~ the ~~Internal~~Board ~~Revenue Service~~of ~~(“IRS”)~~Directors ~~dated~~of ~~June 27, 2007 claiming that~~ the Company ~~owes additional income taxes, plus~~(the ~~penalties~~“Committee”) ~~and~~approved ~~interest, for~~ the ~~2003~~terms ~~and 2004 tax years. The incremental tax liability asserted by the IRS is approximately $122 million plus penalties~~ of ~~$49 million, excluding interest. The adjustments primarily relate to transfer pricing matters between Packeteer and a foreign subsidiary. The Company believes~~ the ~~IRS~~Company’ ~~adjustments~~s ~~are~~2008 ~~both~~cash ~~inconsistent~~compensation ~~with~~for ~~applicable~~Dave ~~tax~~Côté, ~~laws~~its ~~and existing Treasury regulations as~~Chief ~~well~~Executive ~~as not supported by the facts~~Officer. ~~The Company intends to file a timely protest~~Mr. Côté’s Nobase ~~payments,~~salary ~~if any,~~for ~~will~~2008 ~~be made related to the proposed adjustments until the issue~~ is ~~resolved~~unchanged ~~with~~from ~~either IRS Appeals or~~ the ~~Tax~~prior ~~Court~~year. ~~The~~As ~~Company~~in ~~believes that its previously reported income tax provision~~prior isyears, ~~adequate for this matter~~Mr. Côté ~~Any~~will ~~additional~~participate ~~tax liabilities~~ in ~~excess of~~ the ~~provision~~2008 ~~for~~executive ~~this matter~~cash ~~would~~bonus beplan ~~reported~~described ~~as an expense~~ in the ~~period that it is determined that such an adjustment~~Company’s isCurrent ~~appropriate~~Report ~~under~~on ~~FASB~~Form ~~Interpretation~~8-K ~~No. 48,~~filed ~~“Accounting~~on ~~for Uncertainty in Income Taxes — An Interpretation of FASB Statement No.~~December ~~109”~~18, ~~(FIN 48)~~2007. ~~If ultimately the Company~~Mr. Côté’s ~~tax~~2008 ~~liability with~~target ~~regard~~incentive torate ~~this~~under such ~~matter~~bonus plan is ~~significantly~~unchanged infrom ~~excess of~~ the ~~amount~~prior ~~reflected in the Company’s current provision, the Company’s results of operations and financial condition could be materially and adversely affected~~year.

~~Forward~~On ~~Looking~~January 28, ~~Statements:~~2008 ~~This~~and ~~Current~~consistent ~~Report~~with onprior ~~Form~~years, ~~8-K~~the ~~contains~~Committee ~~statements~~also ~~which~~approved ~~may~~annual bestock ~~considered~~option ~~forward-looking~~grants ~~within~~under the ~~meaning~~Company’s of1999 ~~the~~Stock ~~U.S.~~Incentive ~~federal~~Plan ~~securities~~for ~~laws,~~all ~~including statements~~but ~~relating~~two ~~to the potential impact~~ of the ~~IRS claims and the~~ Company’s executive ~~planned~~officers ~~response~~who ~~to the~~were ~~IRS~~recently ~~claims,~~hired ~~and~~or ~~adequacy~~promoted ofby the Company’s. ~~tax~~The ~~provision~~Committee ~~relating~~granted ~~to such matters. These~~2008 ~~statements~~stock ~~are~~option ~~subject~~awards to ~~known~~executive ~~and~~officers ~~unknown~~in ~~risks,~~amounts ~~uncertainties~~ranging ~~and~~from ~~other~~35,000 ~~factors~~shares ~~that~~to ~~may~~140,000 ~~cause~~shares, ~~the~~each ~~actual~~with ~~outcomes~~an toexercise ~~differ~~price ~~materially~~per ~~from~~share ~~those~~equal ~~expressed~~to orthe ~~implied~~closing inprice ~~this~~per ~~Form~~share ~~8-K, including~~of the ~~inability~~Company’s tocommon stock ~~predict~~as reported on the ~~ultimate~~Nasdaq ~~conclusion~~Global ofSelect anMarket. ~~item~~These ofoptions ~~tax~~will ~~controversy.~~vest ~~Packeteer~~based on employment ~~assumes~~over noa ~~obligation~~four toyear ~~update~~period, ~~any~~subject ~~forward-looking~~to ~~information~~possible ~~contained~~acceleration inof ~~this~~vesting under ~~Form~~certain ~~8-K~~circumstances.

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 hereunto duly authorized.

Date: ~~June~~ February 294, ~~2007~~2008


Packeteer, Inc.
By:	/s/ David C. Yntema
	Name:	David C. Yntema
	Title:	Chief Financial Officer and Secretary

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