UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(AMENDMENT NO. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

February 17, 2005

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

BLUE MARTINI SOFTWARE, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE

0-30925

94-3319751

(STATE OR OTHER JURISDICTION

OF INCORPORATION)

(COMMISSION FILE

NUMBER)

(I.R.S. EMPLOYER

IDENTIFICATION NO.)

2600 Campus Drive

San Mateo, California 94403

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

(650) 356-4000

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE

(FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT)

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):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

The purpose of this Current Report on Form 8-K/A is to amend the Registrant’s Current Report on Form 8-K, dated and filed with the Securities and Exchange Commission on February 8, 2005, relating to the press release announcing financial results for the fourth quarter and fiscal year 2004. This Report amends the information provided under Item 2.02 thereto.

Item 2.02 Results of Operations and Financial Condition.

On February 8, 2005, Blue Martini Software, Inc. issued a press release which announced financial results for the fourth quarter of 2004 and which was attached as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, dated and filed with the Securities and Exchange Commission on the same date. For the twelve months ended December 31, 2004 in the table entitled “Condensed Consolidated Statements of Operations” accompanying the press release, due to a typographical error, the number relating to the Cost of Professional Services Revenues was understated by $1,681 (in thousands) and the number relating to the Cost of Maintenance Revenues was overstated by the same amount. The corrected “Condensed Consolidated Statements of Operations” table is included below.

BLUE MARTINI SOFTWARE, INC.

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)


	Three Months Ended December 31,						Twelve Months Ended December 31,
	2004			2003			2004			2003
Revenues:
License	$	804		$	3,010		$	7,321		$	11,479
Professional services		2,285			2,723			11,791			12,795
Maintenance		2,325			2,278			9,174			8,321

Total revenues		5,414			8,011			28,286			32,595
Cost of revenues:
License		149			495			846			1,607
Professional services		2,039			1,815			9,398			10,636
Maintenance		695			721			2,613			3,049

Total cost of revenues		2,883			3,031			12,857			15,292

Gross profit		2,531			4,980			15,429			17,303

Operating expenses:
Sales and marketing		1,662			4,508			13,855			18,732
Research and development		1,220			2,168			7,541			9,713
General and administrative		1,247			1,449			4,945			6,786
Amortization of deferred stock compensation		92			—			188			1,336
Impairment of long-lived assets		—			—			—			(673	)
Restructuring charges		178			—			1,678			180

Total operating expenses		4,399			8,125			28,207			36,074
Loss from operations		(1,868	)		(3,145	)		(12,778	)		(18,771	)
Interest income and other, net		263			205			710			1,184

Net loss	$	(1,605	)	$	(2,940	)	$	(12,068	)	$	(17,587	)

Basic and diluted net loss per common share	$	(0.13	)	$	(0.26	)	$	(0.99	)	$	(1.61	)

Shares used in computing basic and diluted net loss per common share		12,500			11,490			12,200			10,950

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 hereunto duly authorized.


	BLUE MARTINI SOFTWARE, INC.

Dated: February 17, 2005	By:	/s/ Eran Pilovsky
		Eran Pilovsky Chief Financial Officer

BLUE MARTINI SOFTWARE INC 8-K/A