UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~August~~November 2513, 2006

UGS Corp.
__________________________________________
(Exact name of registrant as specified in its charter)


Delaware	333-123664	75-2728894
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

5800 Granite Parkway, Suite 600, Plano, Texas		75024
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Registrant’s telephone number, including area code:		972-987-3000

Not Applicable
______________________________________________
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:

[  ]  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))

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Item 12.0102 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On ~~August~~November 2513, 2006, UGS ~~Capital~~ Corp. ~~("UGS")~~issued ~~granted~~a ~~deferred~~press ~~stock~~release toannouncing ~~one~~its offinancial results for the ~~executives~~three ofand ~~its~~nine ~~subsidiary,~~months ~~UGS~~ended ~~Corp. Charles~~September C30, 2006. ~~Grindstaff~~This ~~received~~press anrelease ~~award~~is offurnished ~~184~~as Exhibit 99.1 hereto,~~502~~ ~~shares~~and ofis ~~deferred~~incorporated ~~stock~~herein by reference. The ~~deferred~~press ~~stock~~release ~~award~~referred ~~was~~to ~~made~~above ~~pursuant~~reference EBITDA. The GAAP measure we believe to ~~the~~be ~~2004~~most ~~Management~~directly ~~Incentive~~comparable ~~Plan~~to ~~(the~~EBITDA ~~"Plan"~~is net income (loss). ~~Under~~ For the ~~terms~~three ofmonths ~~the~~ended ~~award~~September 30, an2006, ~~equal~~net ~~amount~~loss ofwas ~~shares~~$7.4 ~~will~~million becompared ~~issued~~to on$4.8 ~~each~~million ~~anniversary~~for ~~date~~the ofsame ~~the~~period ~~award~~a ~~over~~year prior. For the ~~course~~nine ofmonths 3ended ~~years~~September 30, ~~subject~~2006, net loss was $33.0 million compared to $35.0 million for the ~~terms~~same ~~and~~period ~~conditions~~a ofyear prior. Please refer to the ~~agreement,~~press ~~including,~~release ~~but~~for ~~not~~a ~~limited~~reconciliation of EBITDA to, Mrnet income (loss).The ~~Grindstaff's~~press ~~continued~~release ~~employment. If~~referred ~~Mr.~~to ~~Grindstaff's~~above ~~employment~~contains isnon-GAAP ~~terminated~~financial byresults ~~UGS~~which ~~without~~reflect ~~"Cause"~~our ~~(as~~operating ~~defined~~results inexcluding the ~~Plan)~~impact orof bypurchase Mraccounting. ~~Grindstaff~~We believe that viewing our results with ~~"Good~~these ~~Reason"~~adjustments ~~(as~~best ~~defined~~reflects inour ~~his~~ongoing ~~Personal~~performance ~~Services~~and ~~Agreement,~~business ~~dated~~operations ~~July~~during 15the periods presented and is more useful to investors for comparative purposes. However, ~~2000~~the reader is cautioned that any non-GAAP financial results provided by us are provided in addition to, and not as ~~amended)~~an alternative for, ~~then~~our Mrreported results prepared in accordance with GAAP. ~~Grindstaff~~Any ~~will~~non-GAAP ~~receive~~financial aresults ~~pro~~provided ~~rata~~by ~~portion~~UGS ofmay ~~the~~not ~~shares~~be ~~that~~comparable ~~would~~to ~~have~~similar ~~been~~results ~~issued~~provided onby ~~the~~other ~~next~~companies.The ~~anniversary~~information ~~date~~furnished ~~immediately~~in ~~following~~this report shall not be deemed to be "filed" for the ~~termination. In~~purposes ~~all~~of ~~other~~the ~~circumstances,~~Securities ~~upon~~Exchange ~~termination~~Act of ~~employment,~~1934 ~~all~~(‘Exchange ~~unissued~~Act") ~~shares~~or ~~will~~otherwise besubject ~~forfeited. The~~to ~~form~~the liabilities of Section 18 of the ~~Deferred~~Exchange ~~Stock~~Act, ~~Award~~unless ~~Agreement~~we isspecifically incorporate it by reference in a document filed asunder anthe ~~exhibit~~Securities toAct of 1933 or the Exchange Act. By filing this report on Form 8-K and isfurnishing ~~incorporated~~this ~~herein~~information, bywe ~~reference~~make no admission as to the materiality of any information in this report, including the Exhibit.

Item 9.01 Financial Statements and Exhibits.

~~Exhibit~~(c) 10Exhibits 99.1 ~~Form~~ of- ~~Deferred~~Press ~~Stock~~release ~~Award~~issued ~~Agreement~~by UGS Corp. dated November 13, 2006.

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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 hereunto duly authorized.

	UGS Corp.
August 28, 2006	By:	/s/ Douglas E. Barnett
November 13, 2006	By:	/s/ Douglas E. Barnett
		Name: Douglas E. Barnett
		Title: Senior Vice President and Chief Financial Officer

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Exhibit Index

Exhibit No.		Description
10.1		Form of Deferred Stock Award Agreement
99.1		Press release issued by UGS Corp. dated November 13, 2006

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