UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of: ~~September~~ December 2008

000-29144

(Commission File Number)

ILOG S.A.

(Translation of registrant’s name into English)

9 rue de Verdun BP 85

94253 Gentilly, France

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:

Form 20-F x Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether by furnishing the information contained on this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

82- .

OnImplementation September 12, 2008, the Note en Réponse (offer response document) filed by ILOG S.A. (“ILOG”) with the Autorité des marchés financiers (the “AMF) on August 26, 2008, was made available to the public on the website of the ~~AMF (www.amf~~Squeeze-~~france.org). The~~Out ~~Note~~and enDelisting ~~Réponse provides the recommendation~~ of the Board of Directors of ILOG in regards to the tender offers contemplated by the Memorandum of Understanding that ILOG entered into with International Business Machines Corporation (“IBM”) on July 27, 2008Shares. ~~An unofficial English translation of the Note en Réponse is attached hereto as Exhibit 2.1 and is incorporated herein by reference.~~

~~Important~~On ~~Additional~~December 19, ~~Information~~2008, the French Autorité des marchés financiers (the “AMF”) published the timetable for ~~Investors~~the mandatory sale to CITLOI S.A.S., a société par actions simplifiée organized under the laws of the Republic of France and ~~Security~~a ~~Holders~~wholly-owned subsidiary of International Business Machines Corporation, of all ordinary shares of ILOG, S.A. (“ILOG”) not held by CITLOI S.A.S. (the “squeeze-out”).

~~The~~Pursuant ~~tender~~to ~~offers~~this timetable, ~~which have~~today, ~~not yet commenced~~December 29, 2008, ~~will~~the besqueeze-out ~~made~~of ~~for~~ the ~~outstanding~~ordinary shares ~~and~~held ~~warrants~~by ofthe minority shareholders of ILOG. ~~This~~was ~~communication~~implemented, isat ~~for~~a ~~informational~~price ~~purposes~~of ~~only~~€10 ~~and~~per isordinary ~~not~~share. In antotal, ~~offer to~~CITLOI, ~~buy~~S.A.S. oracquired through the ~~solicitation~~squeeze-out ofa anmaximum ~~offer~~of to674,603 ~~sell~~ordinary ~~any ILOG~~ shares, representing ~~or warrants~~3.17% ~~The solicitation~~of ~~and~~ the ~~offer~~share tocapital ~~buy the shares~~ and ~~warrants~~voting rights of ILOG. As ~~will~~a beresult, ~~made only~~all ~~pursuant~~remaining tominority shareholders anceased ~~offer~~ to ~~purchase and related materials that IBM and its subsidiary~~ have ~~filed~~an ~~with~~equity ~~the~~interest ~~AMF (~~in ~~particular~~ILOG ~~the Note d’Information)~~ and ~~will~~ ~~file~~CITLOI ~~with~~S.A.S. ~~the Securities and Exchange Commission (the “SEC”) (on Schedule~~now ~~TO).~~owns ~~ILOG~~100% ~~has~~of ~~filed with~~ the ~~AMF~~voting arights ~~Note en Réponse~~ and ~~will file with~~ the ~~SEC~~share ~~a solicitation/recommendation~~capital ~~statement~~of ~~on Schedule 14D-9 with respect to the tender offer~~ILOG.

~~ILOG~~In ~~shareholders~~addition, ~~and warrant holders and other investors should read carefully~~ the ~~Tender Offer~~ordinary ~~Statement~~shares onof ~~Schedule~~ILOG TOwere delisted tofrom beEuronext ~~filed~~Paris bytoday ~~IBM~~ and, ~~the~~as ~~Note~~of ~~d’Information~~December ~~filed~~30, ~~by IBM~~2008, ~~and~~ the ~~Schedule~~trading ~~14D-9 to be filed by ILOG and~~ of the ~~Note~~American endepositary ~~Réponse~~shares ~~filed~~of by ILOG ~~because~~on ~~these~~NASDAQ ~~documents~~Global ~~contain~~Select ~~important~~Market ~~information,~~will ~~including the terms~~be ~~and conditions of the tender offer~~suspended. ILOG ~~shareholders~~will ~~and~~also ~~warrant~~seek ~~holders and other investors are able~~ to ~~obtain~~terminate ~~copies~~the registration of ~~these~~its ~~tender~~ordinary shares ~~offer materials~~ and ~~any other~~American ~~documents~~depositary ~~filed~~shares ~~with~~under the ~~AMF from the AMF’s website (http://www~~U.~~amf-france~~S.~~org.)~~ orSecurities ~~when~~Exchange ~~filed~~Act ~~with the SEC from the SEC’s website~~of ~~(http://www.sec.gov)~~1934, inas ~~both~~amended, ~~cases without charge. Such materials filed~~ by ~~IBM and~~making ~~ILOG~~a ~~will~~filing ~~also~~to bethat ~~available~~effect ~~for~~with ~~free~~the ~~at IBM’s web site (http://www~~U.~~ibm~~S.~~com),~~ Securities and atExchange ~~ILOG’s web site (http://www~~Commission.~~ilog.com), respectively.~~

ILOG shareholders and warrant holders and other investors are urged to read carefully all tender offer materials prior to making any decisions with respect to the tender offers.

The offers are not being made nor will any tender of shares or warrants be accepted from or on behalf of holders in any jurisdiction in which the making of the offers or the acceptance of any tender of shares or warrants therein would not be made in compliance with laws of such jurisdiction.

Exhibit		Description
2.1		Note en Réponse made available to the public by the Autorité des marchés financiers on September 12, 2008

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, thereunto duly authorized.

ILOG S.A. By: /s/ Jerome Arnaud Name: Jerome Arnaud Title: Chief Financial Officer

	ILOG S.A.


	By:	/s/ Jérôme Arnaud
		Name:	Jérôme Arnaud
		Title:	Chief Financial Officer

Date: December 29, 2008

~~Date: September 12, 2008~~ 3

Filing Compare · ILOG SA