~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~Washington, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT

~~CURRENT~~ARTICLE ~~REPORT~~I — Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d)Date of ~~the Securities~~earliest ~~Exchange~~event ~~Act~~reported): ofFebruary 9, ~~1934~~ 2005

~~Date~~SEGUE ~~of Report (Date of earliest event reported): December 22~~SOFTWARE, ~~2004~~INC.

~~SEGUE~~(Exact ~~SOFTWARE,~~name ~~INC.~~ of registrant as specified in its charter)

(Exact name of registrant as specified in charter)


DELAWARE	0-27794	95-4188982
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

Delaware	0-27794	95-4188982
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

ARTICLE II -

201 Spring Street, Lexington, Massachusetts 02421 (Address of Principal Executive Offices) (Zip Code)


201 Spring Street, Lexington,MA		02421
(Address of principal executive offices)	( Zip code)
(Registrant’s telephone number, including area code): (781) 402-1000

(~~781~~a) Not ~~402-1000 (Registrant’s telephone number, including area code)~~applicable

~~Check~~(Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address if ~~the~~changed ~~Form 8-K~~since ~~filing~~last ~~is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below~~report):

oCheck ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule 425~~simultaneously satisfy the filing obligation of the registrant under any of the ~~Securities~~ ~~Act~~following provisions (17see ~~CFR~~General Instruction ~~230~~A.~~425~~2. below):

o[ ~~Soliciting~~] ~~material~~Written communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~ Securities Act (17 CFR ~~240~~220.~~14a-12~~425)

o[ ~~Pre-commencement~~] ~~communications~~Soliciting material pursuant to Rule ~~14d~~14a-~~2(b)~~ 12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

o[ ] Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

~~TABLE~~[ OF] ~~CONTENTS~~Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~ The ~~1.01~~statements ~~Entry~~contained ~~into~~in athis ~~Material~~Form ~~Definitive~~8-K ~~Agreement~~that ~~Item~~are ~~8.01~~not ~~Other~~purely ~~Events~~historical ~~Item~~are ~~9.01.~~forward-looking statements ~~Financial~~within ~~Statements~~the meaning of Section 27A of the Securities Act of 1933 and ~~Exhibits~~Section 21E ~~SIGNATURES~~of ~~EXHIBIT~~the Securities ~~INDEX~~Exchange EXAct of 1934, including without limitation, statements regarding Segue Software, Incorporated’s (the “Company”) or its management’s expectations, hopes, beliefs, intentions or strategies regarding the future. These forward-10looking statements are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company.1 ~~Voting~~There ~~Agreement~~can ~~dated~~be ~~December~~no 22assurance that future developments affecting the Company will be those anticipated by the Company. These forward-looking statements involve a number of risks, uncertainties ~~2004~~(some EXof which are beyond the control of the Company) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by such forward-10looking statements.2 ~~Stock~~These ~~Option~~risks ~~Agreement~~and ~~used~~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 ~~Directors~~infrastructure ~~EX-10~~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.3 Should ~~Stock~~one ~~Option~~or ~~Agreement~~more ~~used~~of ~~for~~these ~~Officers~~risks EXor 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-99looking statements.1 ~~Amendment~~The Company undertakes no obligation to ~~Restated~~publicly ~~Certificate~~update ofor ~~Incorporation~~revise any EXforward-~~99.2~~looking ~~Press~~statements, ~~Release~~whether ~~dated~~as ~~December~~a 27result of new information, ~~2004~~future events or otherwise.

~~Table~~ITEM of2.02. ~~Contents~~RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

~~Item~~ On 1February 9, 2005, Segue Software, Inc.01 ~~Entry~~(the ~~into~~“Company”) issued a ~~Material~~press ~~Definitive~~release, ~~Agreement~~a copy of which is filed as Exhibit 99.1 attached hereto and incorporated herein by this reference.

On This ~~December 22,~~information ~~2004,~~is ~~Segue~~being ~~Software,~~furnished ~~Inc~~under Item 2.02 ~~(the “Company”) entered into a voting agreement (the “Voting Agreement”) with James Simons, a Director of the Company~~ and ~~Chairman~~shall ofnot ~~the~~be ~~Company’s~~deemed ~~Board of Directors, and S-7 Associates, LLC, an entity controlled by James Simons (each a~~ “~~Stockholder~~filed” ~~and~~for ~~collectively~~purposes ~~the “Stockholders”), pursuant to which, among other things, each~~ of ~~the~~Section 18 ~~Stockholders agreed to vote in favor~~ of ~~adoption and approval of an Amendment (~~the ~~“Amendment”)~~Securities toExchange ~~the~~Act ~~Restated Certificate~~ of ~~Incorporation of the Company providing for a change in the dividend and redemption rights of the Company’s Series B Preferred Stock~~1934, ~~par~~as ~~value $0.01 per share~~amended, ~~and~~or ~~appointed the~~otherwise ~~Company~~subject ~~as its irrevocable proxy~~ to ~~vote such Stockholder’s shares of~~ ~~capital stock of~~ the ~~Company~~liability ~~in favor~~ of ~~adoption and approval of~~ such ~~Amendment,~~ ~~in each case upon the terms and subject to the conditions set forth therein~~section.

~~The~~ITEM ~~foregoing~~9.01. ~~description~~FINANCIAL ~~of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement~~STATEMENTS, a ~~copy~~PRO ofFORMA ~~which~~FINANCIAL isINFORMATION ~~filed~~AND ~~as Exhibit 10~~EXHIBITS.1 to(c) ~~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.~~ Exhibits

Item 8.01 Other Events


Exhibit No.		Description of Document
99.1		Press Release dated February 9, 2005, reporting the financial results of Segue Software, Inc. for the fiscal quarter and twelve months ended December 31, 2004.

~~On December 27, 2004, the Company issued a press release concerning approval of~~SIGNATURES ~~the Amendment by its Board of Directors and the Stockholders agreement to vote~~ ~~in favor of the Amendment. A copy of such press release is filed as Exhibit~~ ~~99.2 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~~ Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

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


Date: February 9, 2005		SEGUE SOFTWARE, INC.

		By: /s/ Douglas Zaccaro Douglas Zaccaro Chief Financial Officer

~~Table~~EXHIBIT ~~of Contents~~INDEX

SIGNATURES


Exhibit No.		Description

Exhibit 99.1		Press Release dated February 9, 2005, reporting the financial results of Segue Software, Inc. for the fiscal quarter and twelve months ended December 31, 2004.

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

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

Table of Contents

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