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~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the Securities ~~event~~Exchange ~~reported): April 28,~~Act ~~2004~~of 1934

Date of Report (Date of earliest event reported): December 22, 2004

SEGUE SOFTWARE, INC.

(Exact name of ~~Registrant~~registrant as specified in ~~its Charter~~charter)

DELAWARE	0-27794	95-4188982
Delaware	0-27794	95-4188982
(State or other jurisdiction of Incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

201 ~~SPRING~~Spring ~~STREET~~Street, ~~LEXINGTON~~Lexington, ~~MASSACHUSETTS~~Massachusetts 02421 (Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~Offices) ~~and~~(Zip ~~zip code~~Code)

(781-) 402-1000 (Registrant’s telephone number, including area code)

~~NOT~~Check ~~APPLICABLE~~the appropriate box below if the Form 8-K filing is intended to ~~(Former~~simultaneously ~~name,~~satisfy ~~former~~the ~~address~~filing ~~and~~obligation ~~former~~of ~~fiscal~~the ~~year,~~registrant ifunder ~~changed~~any ~~since~~of ~~last~~the following ~~report~~provisions (see General Instruction A.2. below):

~~Table~~ o ofWritten ~~Contents~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~The~~o ~~statements~~Soliciting ~~contained~~material inpursuant ~~this~~to ~~Form 8~~Rule 14a-K12 ~~that~~under ~~are not purely historical are forward-looking statements within~~ the ~~meaning of Section 27A of the~~ ~~Securities Act of 1933 and Section 21E of the Securities~~ Exchange Act ~~of 1934, including without limitation, statements regarding Segue Software, Incorporated’s~~ (~~the~~17 ~~“Company”)~~CFR ~~or its management’s expectations, hopes, beliefs, intentions or strategies regarding the future~~240. ~~These forward~~14a-looking statements are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those anticipated by the Company. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company12) ~~or other assumptions that may cause actual results or performance to~~ ~~be materially different from those expressed or implied by such forward-looking~~ ~~statements. These risks and uncertainties include, but are not limited to, the~~ continuing validity of the underlying assumptions and estimates of total forecasted project revenues, costs and profits and project schedules; the outcomes of pending or future litigation, arbitration or other dispute resolution proceedings; the availability of borrowed funds on terms acceptable to the Company; changes in federal and state appropriations for infrastructure projects; possible changes or developments in worldwide or domestic political, social, economic, business, industry, market and regulatory conditions or circumstances; and actions taken or not taken by third parties including the Company’s customers, suppliers, business partners, lenders and competitors and legislative, regulatory, judicial and other governmental authorities and officials. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in the forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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))

TABLE OF CONTENTS

	ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
	ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
SIGNATURES
EXHIBIT INDEX
EX-99.1 PRESS RELEASE DATED 4/28/04


Item 1.01 Entry into a Material Definitive Agreement
Item 8.01 Other Events
Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-10.1 Voting Agreement dated December 22, 2004
EX-10.2 Stock Option Agreement used for Directors
EX-10.3 Stock Option Agreement used for Officers
EX-99.1 Amendment to Restated Certificate of Incorporation
EX-99.2 Press Release dated December 27, 2004

~~ITEM~~Item 71.01 ~~FINANCIAL~~Entry ~~STATEMENTS,~~into ~~PRO~~a ~~FORMA~~Material ~~FINANCIAL~~Definitive ~~INFORMATION AND EXHIBITS.~~Agreement

On December 22, 2004, Segue Software, Inc. (cthe “Company”) entered into a voting agreement (the “Voting Agreement”) with James Simons, a Director of the Company and Chairman of the Company’s Board of Directors, and S-7 Associates, LLC, an entity controlled by James Simons (each a “Stockholder” and collectively the “Stockholders”), pursuant to which, among other things, each of the Stockholders agreed to vote in favor of adoption and approval of an Amendment (the “Amendment”) to the Restated Certificate of Incorporation of the Company providing for a change in the dividend and redemption rights of the Company’s Series ~~Exhibits~~B Preferred Stock, par value $0.01 per share, and appointed the Company as its irrevocable proxy to vote such Stockholder’s shares of capital stock of the Company in favor of adoption and approval of such Amendment, in each case upon the terms and subject to the conditions set forth therein.

Exhibit No.		Description of Document
99.1		Press Release dated April 28, 2004, reporting the financial results of Segue Software, Inc. for the fiscal quarter ended March 31, 2004.

The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference. The Amendment is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

~~ITEM~~Item 128.01 ~~RESULTS~~Other ~~OF OPERATIONS AND FINANCIAL CONDITION.~~Events

On ~~April~~December 2827, 2004, ~~Segue Software, Inc. (~~the “Company”) issued a press release, aconcerning approval of the Amendment by its Board of Directors and the Stockholders agreement to vote in favor of the Amendment. A copy of ~~which~~such press release is filed as Exhibit 99.12 ~~attached~~to ~~hereto~~this Current Report and is incorporated herein by reference. The Amendment is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

~~This~~Item ~~information~~9.01. isFinancial ~~being~~Statements ~~furnished under Item 12~~ and ~~shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section~~Exhibits.


Exhibit 10.1 –		Voting Agreement, dated as of December 22, 2004, by and between the Company, S-7 Associates, LLC and James Simons

Exhibit 10.2 –		Form of Non-Qualified Stock Option Agreement used to grant options to the Company’s Directors

Exhibit 10.3 –		Form of Non-Qualified Stock Option Agreement used to grant options to the Company’s executive officers

Exhibit 99.1 –		Proposed Amendment to Restated Certificate of Incorporation of the Company

Exhibit 99.2 –		Press Release issued by the Company on December 27, 2004

SIGNATURES Table of Contents

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the~~SIGNATURES ~~Registrant has duly caused this report to be signed on its behalf by the~~ ~~undersigned hereunto duly authorized.~~

Date: April 28, 2004	SEGUE SOFTWARE, INC.
	By:	/s/ Douglas Zaccaro
		Douglas Zaccaro
		Chief Financial Officer

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.


	SEGUE	SOFTWARE, INC.

Date: December 28, 2004	By:	/s/ Douglas Zaccaro

		Douglas Zaccaro
		Chief Financial Officer

EXHIBITTable INDEX of Contents

Exhibit No.		Description
Exhibit 99.1		Press Release dated April 28, 2004, reporting the financial results of Segue Software, Inc. for the fiscal quarter ended March 31, 2004.

EXHIBIT INDEX


Exhibit Number		Description
10.1		Voting Agreement, dated as of December 22, 2004, by and between the Company, S-7 Associates, LLC and James Simons

10.2		Form of Non-Qualified Stock Option Agreement used to grant options to the Company’s Directors

10.3		Form of Non-Qualified Stock Option Agreement used to grant options to the Company’s executive officers

99.1		Text of Proposed Amendment to Restated Certificate of Incorporation of the Company

99.2		Press Release issued by the Company on December 27, 2004

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