UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

^{______________}

FORM 8-K

~~CURRENT REPORT PURSUANT~~______________

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~report OF(Date ~~1934~~of earliest event reported): June 23, 2005

~~Date of report (Date of earliest event reported): May 31, 2005~~______________

LOYALTYPOINT, INC.

(Exact Name of Registrant as Specified in Its Charter)

~~Delaware (State or other jurisdiction of incorporation) 000-21235 (Commission File No.) 11-2780723 (IRS Employer Identification No.)~~______________

3885 Crestwood Parkway

Delaware	000-21235	11-2780723
(State or other jurisdiction of	(Commission File No.)	(IRS Employer
incorporation)		Identification No.)

3885 Crestwood Parkway Suite 550 Duluth, GA 30096 (770) 638-5101

(770) 638-5101

(Address and telephone number
of principal executive offices)

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 General Instruction A.2. below):

¨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 15.~~01 Entry into a Material Definitive Agreement.~~02

OnDeparture ~~May~~of ~~31,~~Directors ~~2005,~~or wePrincipal ~~amended~~Officers; ~~our~~Election ~~credit facility with Shelby County Bank (the “Facility”) by extending the date on which the total outstanding principal balance is due from May 31, 2005 until August 31, 2005. As~~ of ~~the~~Directors; ~~date~~ Appointment of ~~this~~Principal ~~Report, the balance due under the Facility is approximately $590,000~~Officers. ~~All other terms and conditions of the Facility remain unchanged.~~

2On June 23, 2005 Mr. Paul Robinson resigned his position as a director and as our chief executive officer, president and treasurer. Also on June 23, 2005, our board of directors appointed Mr. Stephen Avalone to serve as our new chief executive officer and president and Mr. Jeffrey Benjamin to serve as our treasurer. Mr. Avalone is a director of the company and currently serves as our chief marketing officer, and Mr. Benjamin currently serves as our chief financial officer. Neither Mr. Avalone nor Mr. Benjamin will receive additional compensation as a result of their new offices. For information about Messrs. Avalone and Benjamin, please see our Proxy Statement filed on April 29, 2005.

~~SIGNATURE~~2

~~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.~~SIGNATURE

~~LOYALTYPOINT~~Pursuant to the requirements of the Securities Exchange Act of 1934, ~~INC.~~the ~~By:~~registrant ~~/s/~~has ~~JEFFREY~~duly S.caused ~~BENJAMIN~~this ~~Chief~~report ~~Financial~~to ~~Officer~~be signed on its behalf by the undersigned hereunto duly authorized.

~~Date~~LOYALTYPOINT, INC. By: ~~June~~/s/ 1,JEFFREY ~~2005~~S. BENJAMIN Chief Financial Officer

3Date: June 29, 2005

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