UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

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

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

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

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

~~Date~~ARTICLE ofI ~~Report~~- Pursuant to Section 13 or 15(~~Date~~d) of ~~earliest~~The ~~event~~Securities ~~reported):~~Exchange ~~February 9,~~Act ~~2005~~of 1934

~~SEGUE~~Date ~~SOFTWARE~~of Report (Date of earliest event reported): April 22, ~~INC.~~2005

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

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

(Exact name of registrant as specified in its charter)

ARTICLE II -


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

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

ARTICLE II -

(a) Not applicable


201 Spring Street, Lexington, MA		02421
(Address of principal executive offices)		(Zip code)

(~~Former~~Registrant’s ~~name~~telephone ornumber, ~~former~~including ~~address~~area ~~if changed since last report~~code): (781) 402-1000

~~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~~a) Not ~~General~~applicable ~~Instruction A.2. below):~~

[(Former ]name ~~Written~~or ~~communications~~former ~~pursuant~~address toif ~~Rule 425~~changed ~~under~~since ~~the~~last ~~Securities Act (17 CFR 220.425~~report)

[Check ]the ~~Soliciting~~appropriate ~~material~~box ~~pursuant~~below toif ~~Rule 14a~~the Form 8-12K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General Instruction ~~240~~A.~~14a-12~~2. below):

[o ]Written ~~Pre-commencement~~ communications pursuant to Rule ~~14d-2(b)~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~ 220.~~14d-2(b~~425))

[o ]Soliciting ~~Pre-commencement~~material ~~communications~~ pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

~~The~~o ~~statements contained in this Form 8~~Pre-Kcommencement ~~that~~communications ~~are~~pursuant ~~not~~to ~~purely historical are forward~~Rule 14d-~~looking statements~~2(b) ~~within~~under 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~~14d-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 2(~~some of which are beyond the control of the Company~~b) ~~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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

The statements contained in this Form 8-K that 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 “Company”) or its management’s expectations, hopes, beliefs, intentions or strategies regarding the future. These forward-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 Company) 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.

TABLE OF CONTENTS


ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
SIGNATURES
EXHIBIT INDEX
Ex-99.1 Press Release dated April 22, 2005

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On ~~February~~April 922, 2005, Segue Software, Inc. (the “Company”) issued a press release, a copy of which is filed as Exhibit 99.1 attached hereto and incorporated herein by this reference.

This information is being furnished under Item 2.02 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.

ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. ~~(c) Exhibits~~

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.

SIGNATURES


Exhibit No.		Description of Document
99.1		Press Release dated April 22, 2005, reporting the financial results of Segue Software, Inc. for the fiscal quarter ended March 31, 2005.

PursuantTable 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. Contents

~~Date: February 9, 2005 SEGUE SOFTWARE, INC. By: /s/ Douglas Zaccaro Douglas Zaccaro Chief Financial Officer~~SIGNATURES

~~EXHIBIT~~ Pursuant ~~INDEX~~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.

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.


Date: April 22, 2005		SEGUE SOFTWARE, INC.



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

EXHIBIT INDEX


Exhibit No.		Description
Exhibit 99.1		Press Release dated April 22, 2005 reporting the financial results of Segue Software, Inc. for the fiscal quarter ended March 31, 2005.

UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

Table of Contents

Table of Contents

PursuantTable 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. Contents

Table of Contents

Filing Compare · SEGUE SOFTWARE INC