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

Date: February 1, 2005

Commission File Number 333-112764

STRATUS TECHNOLOGIES INTERNATIONAL, S.à r.l.

(Translation of registrant’s name into English)

123, Avenue de X Septembre, L-2551 Luxembourg

(Address of principal executive office)

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

Form 20-F [X] Form 40-F [ ]

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):

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) :

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

Yes [ ] No [X]

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .

SIGNATURES

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.


	STRATUS TECHNOLOGIES INTERNATIONAL, S.à r.l. (Registrant)

Date: February 1, 2005	By:	/s/ Graham David McGregor-Smith
	Name:	Graham David McGregor-Smith
	Title:	Manager

EXHIBITS

Exhibit 99.1

Press Release of Stratus Technologies International, S.à r.l. Announcing Financial Results for the Third Quarter Fiscal Year 2005.

Exhibit 99.1

FOR IMMEDIATE RELEASE

STRATUS TECHNOLOGIES INTERNATIONAL, S.À R.L. ANNOUNCES FINANCIAL RESULTS

FOR THIRD QUARTER FISCAL YEAR 2005

Luxembourg, Jan. 31, 2005 - Stratus Technologies International, S.à r.l., a global provider of fault-tolerant computer servers, technologies and services, today reported its financial results for the third quarter and nine months ended November 28, 2004.

For the third quarter ended November 28, 2004, total revenue was $68.7 million, an increase of $9.3 million or 16 percent compared to the $59.4 million attained in the same period last year. Profit from operations was $6.7 million compared to a loss of $4.4 million for the same period last year. Net income was $1.5 million compared to a net loss of $8.2 million for the same period last year. The Company reported EBITDA, a non-GAAP financial measure, of $13.7 million compared to $4.3 million for the same period last year. Please refer to the reconciliation of EBITDA to GAAP financial measures in the attached “Consolidated Condensed Statement of Earnings.”

For the nine months ended November 28, 2004, total revenue was $205.7 million, an increase of $17.1 million or 9 percent compared to $188.6 million attained in the same period last year. Profit from operations was $13.3 million compared to $8.0 million for the same period last year. Net loss was $4.4 million compared to $2.1 million for the same period last year. EBITDA for the nine month period was $31.8 million compared to $29.7 million for the same period last year.

Third Quarter Results Conference Call

A conference call to review third quarter financial results will be held today at 1:30 p.m. Eastern Time and may be accessed by calling 888-889-5602 (U.S. only) or 973-339-3086. Live listen-only access to the conference call will be available from the Stratus website at www.stratus.com.

About Stratus Technologies

Stratus Technologies is a global provider of fault-tolerant computer servers, technologies and services, with more than 20 years of experience focused in the fault-tolerant server market. Stratus^{^®} servers provide high levels of reliability relative to the server industry, delivering 99.999% uptime or better. Stratus servers and support services are used by customers for their critical computer-based operations that are required to be continuously available for the proper functioning of their businesses.

Forward-Looking Statements: This press release may contain forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). You are cautioned that such forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties that could cause actual results to differ materially from those described in such forward-looking statements. Such risks and uncertainties include, but are not limited to, the continued acceptance of our products by the market; our ability to enter into new service agreements and to retain customers under existing service contracts; our ability to source quality components and key technologies without interruption and at acceptable prices; our reliance on sole-source manufacturers and suppliers; the presence of existing competitors and the emergence

of new competitors; our financial condition and liquidity and our leverage and debt service obligations; economic conditions globally and in our most important markets; developments in the fault-tolerant and high-availability server markets; claims by third parties that we infringe upon their intellectual property rights; our success in adequately protecting our intellectual property rights; our success in maintaining efficient manufacturing and logistics operations; our ability to recruit, retain and develop appropriately skilled employees; exposure for systems and service failures; fluctuations in exchange rates; current risks of terrorist activity and acts of war; and the impact of changes in policies, laws, regulations or practices of foreign governments on our international operations. Any forward-looking statements in this press release are made as of the date hereof, and Stratus undertakes no duty to further update such forward-looking statements.

# # #

Stratus, Continuum, and ftServer are registered trademarks of Stratus Technologies Bermuda Ltd. The Stratus Technologies logo is a trademark of Stratus Technologies Bermuda Ltd. All other marks are the property of their respective owners.

Investor Relations Contact

Robert C. Laufer

Senior Vice President, CFO

Stratus Technologies

978-461-7343

bob.laufer@stratus.com

Stratus Technologies International, S.à r.l.

Consolidated Condensed Statement of Earnings

(Unaudited)

(In thousands)


	Three months ended						Nine months ended
	November 28, 2004			November 23, 2003			November 28, 2004			November 23, 2003
Revenue
Product	$	28,799		$	20,349		$	86,123		$	72,747
Service		39,910			39,065			119,576			115,859

Total revenue		68,709			59,414			205,699			188,606

Cost of revenue
Product		14,608			13,116			49,169			43,029
Service		17,163			16,862			53,368			49,257
Amortization of intangibles		502			502			1,506			1,506

Total cost of revenue		32,273			30,480			104,043			93,792

Gross profit		36,436			28,934			101,656			94,814

Operating expenses
Research and development		11,988			12,740			36,877			35,273
Sales and marketing		12,345			12,524			36,627			34,213
General and administrative		4,211			4,968			11,442			10,648
Amortization of intangibles		1,150			1,155			3,450			3,549
Restructuring charges		—			(101	)		(10	)		702
Management fees		—			2,047			—			2,423

Total operating expenses		29,694			33,333			88,386			86,808

Profit from operations		6,742			(4,399	)		13,270			8,006

Interest expense, net		(6,411	)		(4,857	)		(16,864	)		(10,713	)
Other income (expense), net		937			2,267			188			2,795

Income (loss) before taxes		1,268			(6,989	)		(3,406	)		88

Tax provision		(209	)		1,194			967			2,206

Net income (loss)	$	1,477		$	(8,183	)	$	(4,373	)	$	(2,118	)

EBITDA TABLE
Net income (loss)	$	1,477		$	(8,183	)	$	(4,373	)	$	(2,118	)
Add
Interest expense, net		6,411			4,857			16,864			10,713
Provision for income taxes		(209	)		1,194			967			2,206
Depreciation and amortization		6,003			6,391			18,330			18,913

EBITDA (A)	$	13,682		$	4,259		$	31,788		$	29,714

Stratus Technologies International, S.à r.l.

Consolidated Condensed Balance Sheet

(unaudited)

(In thousands)


	November 28, 2004			February 29, 2004
ASSETS

Current assets
Cash and cash equivalents	$	28,482		$	23,098
Accounts receivable, net		62,260			62,963
Inventory		34,370			35,620
Prepaid expenses and other current assets		6,629			6,459

Total current assets		131,741			128,140
Property, plant & equipment, net		37,422			42,150
Other assets		43,423			46,251

Total assets	$	212,586		$	216,541

LIABILITIES & STOCKHOLDER’S EQUITY (DEFICIT)

Current liabilities
Current term debt	$	11,437		$	1,913
Accounts payable		20,157			22,435
Accrued expenses		34,921			30,782
Income taxes payable		6,983			6,932
Deferred revenue		40,075			43,005

Total current liabilities		113,573			105,067

Long-term liabilities
Long-term debt		162,847			180,885
Other liabilities		10,806			1,498

Total stockholder’s equity (deficit):		(74,640	)		(70,909	)

Total liabilities and stockholder’s equity:	$	212,586		$	216,541

STRATUS TECHNOLOGIES INTERNATIONAL SARL 6-K