SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2006

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition period from       to

BackWeb Technologies Ltd.

Israel		51-2198508
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification Number)
10 Ha’amal Street, Park Afek, RoshHa’ayin, Israel		48092
(Address of Principal Executive Offices)		(Zip Code)

3 Abba Hillel Street, Ramat Gan, Israel
(Former Address, if Changed Since Last Report

     Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check One):

Large accelerated filer o       Accelerated filer o       Non-accelerated filer þ

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

     The registrant had 41,303,994 Ordinary Shares outstanding as of November 1, 2006.

 

 

BACKWEB TECHNOLOGIES LTD.

REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2006

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)			3
Condensed Consolidated Balance Sheets as of September 30, 2006 (Unaudited) and December 31, 2005			3
Condensed Consolidated Statements of Operations for the Three Months and Nine Months Ended September 30, 2006 and 2005 (Unaudited)			4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2006 and 2005 (Unaudited)			5
Notes to Condensed Consolidated Financial Statements (Unaudited)			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			12
Item 3. Quantitative and Qualitative Disclosures About Market Risk			22
Item 4. Controls and Procedures			23
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			23
Item 1A. Risk Factors			24
Item 2. Changes in Securities and Use of Proceeds			35
Item 3. Defaults Upon Senior Securities			35
Item 4. Submission of Matters to a Vote of Security Holders			35
Item 5. Other Information			35
Item 6. Exhibits			35
Signatures			36
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1

Cautionary Statement Regarding Forward-Looking Statements

     This Quarterly Report on Form 10-Q contains express or implied forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. For example, our statements regarding the expected impact of the restructuring we implemented in the second quarter of 2006, the expected benefits of our strategic relationship efforts with systems integrators and application service providers, the potential delisting of our Ordinary Shares from the Nasdaq Capital Market and regarding our revenue and expense trend expectations in this Quarterly Report under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. The words “believes,” “expects,” “anticipates,” “intends,” “forecasts,” “projects,” “plans,” “estimates,” “anticipates,” or similar expressions may identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, as they involve many risks and uncertainties. Our actual results may differ materially from such statements. Factors that may cause or contribute to such differences include those discussed in Item 1A. of Part II of this Quarterly Report under the caption “Risk Factors.” Forward-looking statements reflect our current views with respect to future events and financial performance or operations and speak only as of the date of this report. We undertake no obligation to issue any updates or revisions to any forward-looking statements to reflect any change in our expectations with regard thereto or any change in events, conditions, or circumstances on which any such statements are based.

PART I — FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

BACKWEB TECHNOLOGIES LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

		September 30,				December 31,
		2006				2005
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	2,633			$	1,583
Short-term investments			2,635				6,293
Trade accounts receivable, net			722				1,554
Other accounts receivable and prepaid expenses			424				325
Total current assets			6,414				9,755
Long-term investments and long-term assets			44				35
Property and equipment, net			158				213
Total assets		$	6,616			$	10,003
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	206			$	247
Accrued liabilities			1,599				1,731
Deferred revenue			882				976
Total current liabilities			2,687				2,954
Long-term liabilities			—				8
Commitments and contingencies (Note 2) Shareholders’ equity:
Ordinary Shares			152,151				151,763
Accumulated other comprehensive income			—				(2	)
Accumulated deficit			(148,222	)			(144,720	)
Total shareholders’ equity			3,929				7,041
Total liabilities and shareholders’ equity		$	6,616			$	10,003

Note: The balance sheet at December 31, 2005 has been derived from the audited financial statements at that date.

The accompanying notes are an integral part of the condensed consolidated financial statements.

BACKWEB TECHNOLOGIES LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

		Three Months Ended								Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2006				2005				2006				2005
		(Unaudited)								(Unaudited)
Revenue:
License		$	61			$	942			$	1,314			$	2,569
Service			663				840				2,208				2,589
Total revenue			724				1,782				3,522				5,158
Cost of revenue:
License			26				14				67				27
Service			149				183				570				533
Total cost of revenue			175				197				637				560
Gross profit			549				1,585				2,885				4,598
Operating expenses:
Research and development			541				530				1,742				1,670
Sales and marketing			928				787				2,980				2,317
General and administrative			699				531				1,780				1,465
Restructuring credit			—				(20	)			—				(105	)
Total operating expenses			2,168				1,828				6,502				5,347
Loss from operations			(1,619	)			(243	)			(3,617	)			(749	)
Interest and other income, net			56				35				116				61
Net loss		$	(1,563	)		$	(208	)		$	(3,502	)		$	(688	)
Basic and diluted net loss per share		$	(0.04	)		$	(0.01	)		$	(0.08	)		$	(0.02	)
Weighted average number of shares used in computing basic and diluted net loss per share			41,279				41,036				41,232				40,971

The accompanying notes are an integral part of the condensed consolidated financial statements.

BACKWEB TECHNOLOGIES LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

		Nine Months Ended
		September 30,				September 30,
		2006				2005
		Unaudited
Operating Activities
Net loss		$	(3,502	)		$	(688	)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt expense			233				200
Depreciation			117				(41	)
FAS 123R equity based compensation expense			314				—
Changes in operating assets and liabilities:
Trade accounts receivable			599				332
Other receivables, prepaid expenses, and other long-term assets			(108	)			73
Accounts payable and accrued liabilities			(173	)			(105	)
Deferred revenue			(102	)			(1,591	)
Net cash used in operating activities			(2,622	)			(1,820	)
Investing Activities
Purchases of property and equipment			(61	)			(12	)
Purchases of short-term investments			(106	)			(1,125	)
Proceeds from sale of short-term investments			3,764				—
Net cash provided by / (used in) investing activities			3,597				(1,137	)
Financing Activities
Proceeds from issuance of Ordinary Shares, net			75				129
Net cash provided by financing activities			75				129
Net increase (decrease) in cash and cash equivalents			1,050				(2,828	)
Cash and cash equivalents at beginning of the period			1,583				5,213
Cash and cash equivalents at end of the period		$	2,633			$	2,385

The accompanying notes are an integral part of the condensed consolidated financial statements.

BACKWEB TECHNOLOGIES LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Summary of Significant Accounting Policies

     Organization — BackWeb Technologies Ltd. was incorporated under the laws of Israel in August 1995 and commenced operations in November 1995. BackWeb Technologies Ltd., together with its subsidiaries (collectively, “BackWeb” or the “Company”), is a provider of offline Web infrastructure and application-specific software that enables companies to extend the reach of their Web assets to the mobile community of their customers, partners, and employees. The Company’s products address the need of mobile users who are disconnected from a network to access and transact with critical enterprise Web content, such as sales tools, forecast management, contact lists, service repair guides, expense report updates, pricing data, time sheets, collaboration sessions, work orders, and other essential documents and applications. The Company’s products are designed to reduce network costs and improve the productivity of increasingly mobile workforces. BackWeb sells its products primarily to end users in a variety of industries, including the telecommunications, financial and computer industries, through its direct sales force, resellers, OEMs and sales/marketing partners.

     Basis of Presentation — The unaudited interim condensed consolidated financial statements include the accounts of BackWeb Technologies Ltd. and its wholly owned subsidiaries. They have been prepared in accordance with U.S. generally accepted accounting principles for interim financial reporting and with the instructions of Form 10-Q and Article 10 of Regulation S-X. All significant intercompany balances and transactions have been eliminated upon consolidation. In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) required to fairly state the Company’s financial position, results of operations and cash flows for the periods indicated. The condensed consolidated balance sheet at December 31, 2005 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. The interim condensed consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005. The results of the Company’s operations for the interim periods presented are not necessarily indicative of operating results for the full fiscal year ending December 31, 2006 or any future interim period.

     Net Loss Per Share — Basic net loss per share is computed based on the weighted-average number of Ordinary Shares outstanding during each period. Diluted net loss per share is computed based on the weighted-average number of Ordinary Shares outstanding during the period plus potentially dilutive Ordinary Shares considered outstanding during the period in accordance with Statement of Financial Accounting Standard (SFAS) No. 128, “Earnings per Share.” The total number of Ordinary Shares subject to outstanding options excluded from the diluted net loss per share calculation because they would be considered anti-dilutive was 5,974,974 and 5,979,615 at September 30, 2006 and 2005, respectively.

     The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data):

		Three Months Ended								Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2006				2005				2006				2005
		Unaudited								Unaudited
Net loss		$	(1,563	)		$	(208	)		$	(3,502	)		$	(688	)
Basic and diluted:
Weighted-average shares			41,279				41,036				41,232				40,971
Less weighted-average shares subject to forfeiture			—				—				—				—
Weighted-average number of shares used in computing basic and diluted net loss per share			41,279				41,036				41,232				40,971
Basic and diluted net loss per share		$	(0.04	)		$	(0.01	)		$	(0.08	)		$	(0.02	)

     Comprehensive Loss — The following table presents the components of comprehensive loss (in thousands):

		Three Months Ended								Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2006				2005				2006				2005
		Unaudited								Unaudited
Net loss		$	(1,563	)		$	(208	)		$	(3,502	)		$	(688	)
Change in net unrealized loss on investments			(1	)			5				2				16
Total comprehensive loss		$	(1,564	)		$	(203	)		$	(3,500	)		$	(672	)

     The Company believes that its current cash, cash equivalents and short-term investment balances will be sufficient to fund its operations for at least the next 12 months. However, since its inception the Company has not achieved profitability and expects to continue to incur net losses for the foreseeable future. In addition, the Company’s net loss significantly increased during the first nine months of 2006 as compared to its net loss for the first nine months of 2005 and in the future, its business may not go as planned, and the Company may need to raise additional funds prior to the expiration of this period. If the Company decides to raise additional funds, it could be difficult to obtain additional financing on favorable terms, if at all. The Company may try to obtain additional financing by issuing Ordinary Shares or convertible debt securities, which could dilute our existing shareholders. If the Company cannot raise needed funds on acceptable terms, or at all, it may not be able to develop or enhance our products, respond to competitive pressures or grow its business, and the Company may be required to undertake further expense reduction measures.

     Stock-Based Compensation — In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard 123R, which revised FAS 123 — “Accounting for stock based compensation” (SFAS 123R). SFAS 123R requires all share-based payments to employees, or to non-employee directors as compensation for service on the Board of Directors, to be recognized as compensation expense in the consolidated financial statements based on the fair values of such payments. The Company maintains shareholder approved stock-based compensation plans, pursuant to which it grants stock-based compensation to its employees, and to non-employee directors for Board service. These grants are primarily in the form of options that allow a grantee to purchase a fixed number of shares of the Company’s Ordinary Shares at a fixed exercise price equal to the market price of the shares at the date of the grant. The options may vest on a single date or in tranches over a period of time, but normally they do not vest unless the grantee is still employed by, or is a director of, the Company on the vesting date. The compensation expense for these grants will be recognized over the requisite service period, which is typically the period over which the stock-based compensation awards vest.

     The Company made no modifications to outstanding options with respect to vesting periods or exercise prices prior to adopting SFAS 123R. In March 2005, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 107 (SAB 107), which provides guidance on the implementation of SFAS 123R. The Company applied the principles of SAB 107 in conjunction with its adoption of SFAS 123R.

     The Company adopted SFAS 123R effective January 1, 2006, using the modified-prospective transition method. Under this transition method, compensation expense will be recognized based on the grant date fair value estimated in accordance with the provisions of SFAS 123R for all new grants effective January 1, 2006, and for options granted prior to but not vested as of December 31, 2005. Prior periods were not restated to reflect the impact of adopting the new standard and therefore do not include compensation expense related to stock option grants for those periods. In accordance with SFAS 123R, the Company recognized stock option related compensation expense of approximately $100,000 for the three-month period ended September 30, 2006 and a total of approximately $300,000 for the nine-month period ended September 30, 2006. All options granted in the periods were stock options and the related compensation expense will be recognized on a straight-line basis over the vesting period of each grant, net of estimated forfeitures. The Company’s estimated forfeiture rates are based on its historical experience. The estimated fair value of the options granted through the first nine months of 2006 and prior years was calculated using a Black Scholes Merton option pricing model (Black Scholes model). The following summarizes the assumptions used in the Black Scholes model as applied in the three- and nine-month periods ended September 30, 2006:

		Three Months Ended
		September 30,
Stock Options		2006
Risk-free interest rates (1)			5.1	%
Expected lives (in years) (2)			6.25
Dividend yield (3)			0	%
Expected volatility (4)			278	%

		Nine Months Ended
		September 30,
Stock Options		2006
Risk-free interest rates (1)			4.7% - 6.0	%
Expected lives (in years) (2)			6.25
Dividend yield (3)			0	%
Expected volatility (4)			83% - 180	%

		Three Months Ended
		September 30,
Stock Purchase Plan Shares		2006
Risk-free interest rates (1)			5.0	%
Expected lives (in years) (2)			.5
Dividend yield (3)			0	%
Expected volatility (4)			278	%

		Nine Months Ended
		September 30,
Stock Purchase Plan Shares		2006
Risk-free interest rates (1)			4.8 – 6.0	%
Expected lives (in years) (2)			.5
Dividend yield (3)			0	%
Expected volatility (4)			82% - 180	%

     At September 30, 2006, approximately $200,000 of unrecognized compensation expense related to stock options is expected to be recognized over a weighted average period of approximately 4.7 years. The resulting effect on net loss and net loss per share attributable to common shareholders is not likely to be representative of the effects in future periods, due to additional grants and subsequent periods of vesting.

     Prior to January 1, 2006, the Company accounted for its stock-based compensation plans under Accounting Principles Board Opinion No. 25 (APB 25), “Accounting for Stock Issued to Employees.” In accordance with APB 25, the Company recognized no compensation expense for qualified stock option grants. For options issued with an exercise price less than the fair market value of the shares at the date of grant, the Company recognized the difference between the exercise price and fair market value as compensation expense in accordance with APB 25. Prior to January 1, 2006, the Company provided pro forma disclosure amounts in accordance with SFAS No. 123 “Accounting for Stock-Based Compensation,” (SFAS 123) as amended by SFAS No. 148 “Accounting for Stock-Based Compensation - Transition and Disclosure” (SFAS 148). As compensation expense was disclosed but not recognized in periods prior to January 1, 2006, no cumulative adjustment for forfeitures was recorded in any subsequent period. The following table illustrates the effect on net loss and net loss per share if the Company had applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation in the prior three- and nine-month periods ended September 30, 2005:

		Three
		Months ended
		September 30,
		2005
Net loss as reported		$	(208	)
Stock based compensation expense determined under the fair value method			(207	)
Pro forma net loss		$	(415	)
Net loss per share:
Basic and diluted — as reported		$	(0.01	)
Basic and diluted — pro forma		$	(0.01	)

		Nine Months ended
		September 30,
		2005
Net loss as reported		$	(688	)
Stock based compensation expense determined under the fair value method			(491	)
Pro forma net loss		$	(1,179	)
Net loss per share:
Basic and diluted — as reported		$	(0.02	)
Basic and diluted — pro forma		$	(0.03	)

     The Company accounts for stock options granted to non-employees in accordance with SFAS 123 and Emerging Issues Task Force (EITF) 96-18 — “Accounting For Equity Instruments That Are Issued To Other Than Employees For Acquiring, Or In Conjunction With Selling, Goods Or Services,” and, accordingly, recognizes as expense the estimated fair value of such options as calculated using the Black Scholes model. The fair value is remeasured during the service period and is amortized over the vesting period of each option or the recipient’s contractual arrangement, if shorter. No stock options were issued to non-employees other than options granted to non-employee members of the Board of Directors for service as Board members.

     A summary of activity under the Company’s equity based plans is as follows:

																		Weighted-
		Shares												Weighted-				Average Fair
		Available												Average				Value of
		For				Options				Exercise Price				Exercise				Option
		Grant				Outstanding				per Share				Price				Granted
Balance at December 31, 2005			11,277,654				6,323,840			$	2.85-$17.25			$	0.58			$	0.46
Options granted			(70,000	)			70,000			$	0.47-$0.85			$	0.64
Options exercised							(36,525	)		$	0.39-$0.77			$	0.53
Options canceled			382,341				(382,341	)		$	0.37-$7.32			$	4.25
Options Expired			(834	)			—				—				—
Balance at September 30, 2006			11,589,161				5,974,974			$	0.37-$17.25			$	0.53			$	0.64

     The aggregate intrinsic value in the table above represents the total pretax intrinsic value, based on our closing stock price of $0.35 as of September 29, 2006, which would have been received by the option holders had all option holders exercised their options as of that date.

     The options outstanding and currently exercisable at September 30, 2006 were in the following exercise price ranges:

		Options Outstanding												Options Exercisable
		Number				Weighted Average				Weighted				Number				Weighted
Range of		Outstanding as				Remaining				Average				Exercisable as				Average
Exercise Prices		Of 12/31/05				Contractual Years				Exercise Price				of 12/31/05				Exercise Price
$0.26 - $0.37			30,468				3.92			$	0.30				30,468			$	0.30
$0.39 - $0.39			2,147,562				5.10			$	0.39				1,709,768			$	0.39
$0.40 - $0.60			1,073,562				6.23			$	0.54				448,059			$	0.57
$0.61 - $1.07			746,575				3.07			$	0.83				702,825			$	0.84
$1.13 - $1.20			208,407				3.74			$	1.16				154,344			$	1.16
$1.32 - $1.32			725,000				5.25			$	1.32				362,500			$	1.32
$1.50 - $3.75			110,600				2.42			$	1.98				108,162			$	1.99
$7.32 - $7.32			179,800				1.09			$	7.32				179,800			$	7.32
$15.63 - $15.63			3,000				0.65			$	15.63				3,000			$	15.63
$17.25 - $17.25			750,000				0.90			$	17.25				750,000			$	17.25
$0.26 - $17.25			5,974,974				4.31			$	2.97				4,448,926			$	3.75

     As of September 30, 2006, the unrecorded deferred stock-based compensation balance related to stock options was approximately $200,000 and will be recognized over an estimated weighted average amortization period of 0.6 years. The amortization period is based on the expected term of the options, which is defined as the period from grant date to exercise date.

Recent Accounting Pronouncements.

     In December 2004, the FASB issued Staff Position SFAS No. 109-1, “Application of FASB Statement No. 109, Accounting for Income Taxes” (FSP No. 109-1) to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004 which was signed into law by the President of the United States on October 22, 2004. Companies that qualify for the tax law’s deduction for domestic production activities must account for it as a special deduction under SFAS No. 109 and reduce their tax expense in the period or periods the amounts are deductible, according to FSP No. 109-1. FSP No. 109 is effective for the Company in fiscal 2006. The FASB’s guidance is not expected to have a material impact on the Company’s financial results.

     In December 2004, the FASB also issued Staff Position SFAS No. 109-2, “Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision” (FSP No. 109-2) within the American Jobs Creation Act of 2004. The Act provides for a one-time deduction of 85 percent of certain foreign earnings that are repatriated in either an enterprise’s last tax year that began before the date of enactment, or the first tax year that begins during the one-year period beginning on the date of enactment. FSP No. 109-2 allows companies additional time to evaluate whether foreign earnings will be repatriated under the repatriation provisions of the new tax law and requires specified disclosures for companies needing the additional time to complete the evaluation. The Company is currently evaluating the repatriation provisions of the Act and will complete its evaluation once guidance has been issued by the Treasury Department on the repatriation provision.

     In July 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (FIN 48). Under FIN 48, companies are required to apply the “more likely than not” threshold to the recognition and derecognition of tax positions. FIN 48 also provides guidance on the measurement of tax positions, balance sheet classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 will be effective beginning January 1, 2007. The Company is currently evaluating the provisions in FIN 48; however, at the present time the Company does not anticipate the adoption of FIN 48 will have a material impact on its consolidated financial position, results of operations and cash flows.

     In September 2006, the SEC issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (SAB 108). SAB 108 provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. The SEC staff believes that registrants should quantify errors using both a balance sheet and an income statement approach and evaluate whether either approach results in quantifying a misstatement that, when all relevant quantitative and qualitative factors are considered, is material. SAB 108 is effective for the Company’s fiscal year ending December 31, 2006.. The Company does not expect the adoption of SAB 108 to have an effect on our consolidated financial position, results of operations and cash flows.

Note 2. Contingencies

Litigation

     On November 13, 2001, BackWeb, six of our officers and directors, and various underwriters for our initial public offering were named as defendants in a consolidated action captioned In re BackWeb Technologies Ltd. Initial Public Offering Securities Litigation, Case No. 01-CV-10000, a purported securities class action lawsuit filed in the United States District Court, Southern District of New York. Similar cases have been filed alleging violations of the federal securities laws in the initial public offerings of more than 300 other companies, and these cases have been coordinated for pretrial proceedings as In re Initial Public Offering Securities Litigation, 21 MC 92. A consolidated amended complaint filed in the case asserts that the prospectus from BackWeb’s June 8, 1999 initial public offering failed to disclose certain alleged improper actions by the underwriters for the offering, including the receipt of excessive brokerage commissions and agreements with customers regarding aftermarket purchases of shares of our stock. The complaint alleges violations of Sections 11 and 15 of the Securities Act of 1933, Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated under the Securities Exchange Act of 1934. On or about July 15, 2002, an omnibus motion to dismiss was filed in the coordinated litigation on behalf of defendants, including BackWeb, on common pleadings issues. In October 2002, the Court dismissed all six individual defendants from the litigation without prejudice, pursuant to a stipulation. On February 19, 2003, the Court denied the motion to dismiss with respect to the claims against BackWeb. No trial date has yet been set.

     A proposal has been made for the settlement and release of claims against the issuer defendants, including BackWeb. BackWeb has agreed to the proposal. The settlement is subject to a number of conditions, including approval of the proposed settling parties and the court. In September 2004, an agreement of settlement was submitted to the court for preliminary approval.

     If the settlement does not occur, and litigation against BackWeb continues, BackWeb believes it has meritorious defenses and intends to defend the case vigorously. However, the results of any litigation are inherently uncertain and can require significant management attention, and BackWeb could be forced to incur substantial expenditures, even if it ultimately prevails. In the event there were an adverse outcome, BackWeb’s business could be harmed. Thus, BackWeb cannot assure you that this lawsuit will not materially and adversely affect its business, results of operations or the price of its Ordinary Shares.

     Additionally, BackWeb was jointly named in a judgment during September 2005 for approximately $500,000 related to a claim against its dormant French subsidiary. The judgment is related to a dispute between a former French distributor of BackWeb and one of the distributor’s end user customers. While BackWeb believes it has additional defenses against the claim and will ultimately not be responsible for payments under the judgment, BackWeb accrued approximately $250,000, or approximately one-half of the total judgment against the distributor and BackWeb, in the third quarter of 2005.

     From time to time, the Company is involved in litigation incidental to the conduct of its business. Apart from the litigation described above, BackWeb is not party to any lawsuit or proceeding that, in its opinion, is likely to seriously harm its business.

Significant Risks

     Due to uncertainties in the technology market in particular and the economy in general, the Company has limited visibility to forecast future revenues. While the Company believes there is a market for its products, this lack of revenue visibility exposes the Company to risk should it not be able to adjust its expenditures to mitigate unfavorable trends in its revenue.

Letter of Credit

     In February 2001, the Company signed a thirty-day revolving letter of credit of $300,000 in favor of Equity Office LLC (formerly Speiker Properties LLC). In conjunction with its lease renegotiation in San Jose, CA, the Company extended this letter of credit to a total of $500,000 in favor of Equity Office LLC in October 2003. The letter of credit extends to the end of the existing lease term in lease in January 2007. In September 2006 the Company extended its existing lease space in San Jose, CA for an additional three years from the end of the lease term. The Company intends to modify its existing letter of credit to coincide with the lease extension termination.

Line of Credit

     As of September 30, 2006, the Company had a $500,000 line of credit with a lender. The amount of borrowings available under the line of credit is based on a formula using accounts receivable. The line of credit has a stated maturity date of January 31, 2007 and provides that the lender may demand payment in full of the entire outstanding balance of the loan at any time. The line of credit is secured by substantially all of the Company’s assets. The line requires that the Company meet certain financial covenants, provides payment penalties for noncompliance and prepayment, limits the amount of other debt the Company can incur, and limits the amount of spending on fixed assets. During the third quarter of 2004, the Company moved the $500,000 deposit related to its lease space in San Jose, California under the line of credit. The Company intends to modify this existing line of credit to coincide with the lease extension termination. At September 30, 2006, the Company had no unused borrowing capacity.

     Note 3. Restructuring Liabilities

     During the fourth quarter of 2004, the Company recorded a charge of approximately $500,000 related to the termination of 19 employees throughout the Company, including the Company’s Chief Executive Officer and Chief Financial Officer. All amounts related to this action were expensed in 2004, and at September 30, 2005, there was a charge of approximately $20,000 related to the reversal of severance and other accruals that were determined would not be distributed as originally estimated. At September 30, 2006, there was no balance remaining related to restructuring charges and all amounts had either been disbursed or reversed.

     The following table summarizes the costs and activities related to the 2004 restructuring (in thousands):

		Involuntary				Involuntary
		Terminations				Terminations
Total charge — 2004 restructuring		$	500				500
Cash payments — 2004 restructuring			(400	)			(400	)
Balance at December 31, 2004			100			$	100
Cash payments — 2005 restructuring			(100	)			(100	)
Balance at December 31, 2005		$	—			$	—

Note 4. Segments and Geographic Information

     BackWeb operates in one industry segment, the development, marketing and sales of network application software. Operations in Israel are primarily related to research and development. Operations in North America and Europe include sales and marketing, and administration. The following is a summary of operations within geographic areas based on the location of the legal entity making that sale (in thousands):

		Three Months Ended								Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2006				2005				2006				2005
		Unaudited								Unaudited
Revenue:
North America		$	599			$	1,651			$	2,815			$	4,733
Israel			—				—				—				2
Europe			125				131				707				423
		$	724			$	1,782			$	3,522			$	5,158

		September 30,				December 31,
		2006				2005
		Unaudited
Total assets:
North America		$	1,602			$	2,204
Israel			4,889				7,566
Other			125				233
		$	6,616			$	10,033

     Revenue generated in the U.S. and Canada (collectively, North America) and Europe is all to customers located in those geographic regions. Revenue generated in Israel consists of export sales to end-customers located in the rest of the world, excluding North America and Europe. OEM sales are made to all geographic regions. No customer accounted for more than 10% of our revenue in either the three or nine months ended September 30, 2006.

Note 5. Guarantees

     Under the terms of the Company’s standard contract with its customers, the Company agrees to indemnify the customer against certain liabilities and damages to the extent such liabilities and damages arise from claims that such customer’s use of the Company’s software or services infringes intellectual property rights of a third party. The Company believes that these terms are common in the high technology industry. The nature of the intellectual property indemnification obligations prevents us from making a reasonable estimate of the maximum potential amount we could be required to pay our customers. Historically, we have not made any indemnification payments under such agreements, and no amount has been accrued in the accompanying consolidated financial statements with respect to these indemnification obligations. The Company does not believe the likelihood of a material obligation is probable.

Note 6. Short-Term Investments

     The following is a summary of the Company’s available-for-sale marketable securities (in thousands):

		September 30, 2006												December 31, 2005
																						Estimated
						Unrealized				Estimated								Unrealized				Fair
		Cost				Gain/(Loss)				Fair Value				Cost				Gains				Value
Money market		$	2,600				—			$	2,600			$	5,979				—			$	5,979
Commercial paper			—				—				—
Certificates of deposit			36			$	(1	)			35				331			$	(17	)			314
Totals		$	2,636			$	(1	)		$	2,635			$	6,310			$	(17	)		$	6,293

     At September 30, 2006, the total amounts of investments due within one year and due after one year were approximately $2.6 million and $35,000, respectively.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     The following discussion and analysis should be read in conjunction with, and is qualified by, our Condensed Consolidated Financial Statements and Notes thereto included elsewhere in this report, as well as the “Risk Factors” section that is set forth Item 1A of Part II below. In addition, this discussion contains forward-looking statements and is therefore subject to the overall qualification on forward-looking statements that appears at the beginning of this report.

Overview

     We compete in the mobility and mobile applications market and offer a solution allowing users of enterprise Web applications to synchronize those Web applications to their PCs for use while disconnected from the network. Our enabling software is designed to integrate with Web applications in a loosely-coupled way that requires no change in a company’s enterprise web architecture and applications. This approach has the potential to bring mobile functionality to enterprise web applications quickly and with low total cost of ownership. Our products address the need of mobile users who spend important parts of their work time in situations in which fixed or wireless network connectivity is not practical. This includes mobile workers engaged in field sales, services, consulting and operational roles. Many of these people must frequently disconnect from and reconnect to the network but require consistent access to their important web-based business applications. Examples of such critical business applications include customer relationship management, or CRM, systems, service management systems, service document repositories, training and e-learning applications, human resources, or HR, applications, service repair guides, expense report updates, pricing data, time sheets, work orders, and other essential documents and information. Our products are designed to capitalize on the potential business and return on investment benefits of mobile applications, including improved productivity of mobile workforces, faster completion of company workflows and increased levels of sales and customer satisfaction. They are also designed to reduce the cost of distributing information to field personnel and to minimize the impact and costs on enterprise networks to support mobile users.

     Our BackWeb Offline Access Server (OAS) product is designed to integrate with web applications in any web-based architecture, including portal frameworks, intranets, and websites, so the applications may be used by users who are frequently disconnected from the network. Its two-way synchronization capability enables people to access content from, publish to and conduct transactions on web applications while disconnected, enabling the productive combination of fully-featured enterprise applications and mobile use cases. This can be less expensive and easier to implement than the alternative of writing special client-server applications for use by mobile personnel.

     Using HTML-type tags (called Offline Tagging Markup Language, or OTML), our customers can offline-enable their websites and portals without rewriting code, creating an offline end-user experience that is essentially the same as the online user experience. The BackWeb Polite Sync Server, formerly known as BackWeb Foundation, uses network-sensitive background content delivery that can deliver large amounts of data without impacting the performance of other network applications. This allows organizations to efficiently target and deliver sizeable digital data to users’ desktops throughout the extended enterprise. The Polite Sync Server utilizes our patented Polite synchronization technology that is designed to distribute large amounts of data over very good or very low quality network connections.

     We derive revenue from licensing our products and from maintenance, consulting and training services. Our products are marketed worldwide primarily through our direct sales force. We also have generated revenue through our reseller, OEM and co-sales/marketing relationships. Since 2002, our direct sales force has accounted for a significant majority of our revenue.

Third Quarter 2006 Business Overview

The third quarter of 2006 was a disappointing quarter for BackWeb, particularly in terms of license revenue, as our sales execution was below our expectations. Part of the significant reduction in our license revenue as compared to both the prior quarter and the third quarter of 2005 was due to the fact that certain larger opportunities with customers were initiated via smaller pilot projects as part of longer sales cycles. These pilot projects did not results in significant revenue during the third quarter of 2005, but we believe they may result in additional and more substantial revenue in future quarters as their results are reviewed.

With respect to our sales strategy and direction, we have historically derived a majority of our revenues through the direct sales channel. We aim our direct sales efforts at those repeatable market segments which we consider the best candidates for our product, such as pharmaceutical sales and clinical trials and capital equipment and telecom field services. However, we don’t believe that a company our size can adequately cover the Global 1000 customer market with our own direct sales force. We therefore consider it critical to enter into strategic relationships with companies that can (a) expose our products to a greater number of customers and (b) incorporate our products into their product and service offerings and sell BackWeb as part of their application or service. We believe that both of these activities can help expand our sales in a cost efficient way.

The two types of companies that we have partnered with are:

1.

System integrators (SIs) that provide consulting and programming services for customers on a wide range of application and business needs. Examples of SIs with which we have strategic relationships include Tata Consulting (TCS), Wipro, Bearing Point, and BusinessEdge.

2.

Application software vendors (ASPs) who sell applications that commonly need to be used by mobile audiences. Examples of ASPs with which we have strategic relationships include Oracle/Peoplesoft, SAP, and Salesforce.com.

We have succeeded in entering into strategic relationships with these leading industry companies and these relationships have produced and influenced revenue over the last year and a half of our operations. Our Oracle/Peoplesoft and SAP relationships have resulted in approximately $1 million of license and service revenue in the most recent 6 quarters. Based on the indications we have received from these SIs and ASPs, we believe additional focus on selling with and through their sales channels is the most effective way to enhance shareholder value and we plan to continue to focus in this area in coming quarters.

Critical Accounting Policies

     Our critical accounting policies are as follows:

•		Revenue recognition; and
•		Estimating valuation allowances and accrued liabilities, including the allowance for doubtful accounts.

Revenue Recognition

     We derive revenue primarily from software license fees, maintenance service fees, and consulting services paid to us directly by corporate customers and resellers and, to a lesser extent, from royalty fees from original equipment manufacturers (“OEMs”). Revenue derived from resellers is not recognized until the software is sold through to the end user. Royalty revenue is recognized when reported to us by the OEM after delivery of the applicable products. In addition, royalty revenue can arise from the right of OEMs and other distributors to use our products. As described below, management estimates must be made and used in connection with the revenue we recognize in any accounting period.

     We recognize software license revenue in accordance with Statement of Position 97-2, “Software Revenue Recognition” (“SOP 97-2”), as amended, and SOP 98-9, “Modification of SOP 97-2, Software Revenue Recognition with Respect to Certain Transactions” (“SOP 98-9”). SOP 98-9 requires that revenue be recognized under the Residual Method when vendor specific objective evidence (“VSOE”) of fair value exists for all undelivered elements and no VSOE of fair value exists for the delivered elements. Under the Residual Method, any discounts in the arrangement are allocated to the delivered element.

     When contracts contain multiple elements wherein VSOE of fair value exists for all undelivered elements, we account for the delivered elements in accordance with the Residual Method prescribed by SOP 98-9. Maintenance revenue included in these arrangements is deferred and recognized on a straight-line basis over the term of the maintenance agreement. The VSOE of fair value of the undelivered elements (maintenance, training, and consulting services) is determined based on the price charged for the undelivered element when sold separately.

     Revenue from software license agreements is recognized when all of the following criteria are met as set forth in SOP 97-2: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the fee is fixed or determinable; and (4) collectibility is probable. We do not generally grant a right of return to our customers. When a right of return exists, we defer revenue until the right of return expires, at which time revenue is recognized provided that all other revenue recognition criteria have been met. If the fee is not fixed or determinable, revenue is recognized as payments become due from the customer provided that all other revenue recognition criteria have been met.

     We license our products on a perpetual and on a term basis. We recognize license revenue arising from perpetual licenses and multi-year term licenses in the accounting period that all revenue recognition criteria have been met, which is generally upon delivery of the software to the end user. For term licenses with a contract period of less than two years, revenue is recognized on a monthly basis.

     At the time of each transaction, we assess whether the fee associated with our license sale is fixed or determinable. If the fee is not fixed or determinable, we recognize revenue as payments become due from the customer provided that all other revenue recognition criteria have been met. In determining whether the fee is fixed or determinable, we compare the payment terms of the transaction to our normal payment terms. We assess the likelihood of collection based on a number of factors, including past transaction history, the credit worthiness of the customer and, in some instances, a review of the customer’s financial statements. We do not request collateral from our customers. If credit worthiness cannot be established, we defer the fee and recognize revenue at the time collection becomes reasonably assured, which is generally upon the receipt of cash.

     Service revenue is primarily comprised of revenue from standard maintenance agreements and consulting services. Customers licensing products generally purchase the standard annual maintenance agreement for the products. We recognize revenue from maintenance over the contractual period of the maintenance agreement, which is generally one year. Maintenance is priced as a percentage of the license revenue. For those agreements where the maintenance and license is quoted as one fee, we value the maintenance as an undelivered element at standard rates and recognize this revenue over the contractual maintenance period. Consulting services are billed at an agreed-upon rate, plus out-of-pocket expenses. We generally charge for our consulting services on a time and materials basis and recognize revenue from such services as they are provided to the customer. We account for fixed fee service arrangements in a similar manner to an agreement containing an acceptance clause. Our arrangements do not generally include acceptance clauses. However if an acceptance provision exists, then we defer revenue recognition until we receive written acceptance of the product from the customer.

     Deferred revenue includes amounts billed to customers and cash received from customers for which revenue has not been recognized.

     Estimating Valuation Allowances and Accrued Liabilities, Including the Allowance for Doubtful Accounts

     Management continually reviews the collectibility of trade accounts receivable and the adequacy of the allowance for doubtful accounts against the trade accounts receivable. Management specifically analyzes customer accounts, accounts receivable aging reports, history of bad debts, the business or industry sector to which the customer belongs, customer concentration, customer credit-worthiness, current economic trends, and any other pertinent factors. Generally, we make a provision for doubtful accounts when a trade receivable becomes 90 days past due. In exceptional cases, we will waive a provision after a trade receivable is 90 days or more past due when, in the judgment of management, after conducting due diligence with the management of the customer, the receivable is still collectible and the customer has demonstrated that payment is imminent.

     Management believes it is able to make reasonably objective judgments on the adequacy of other provisions relating to trade accruals. We have not made any provision for contingent liabilities which has involved significant management judgment that either we will prevail in the case of material litigation or that we have sufficient insurance to cover any adverse outcome. A discussion of our outstanding material litigation is contained in Part II, Item 1 “Legal Proceedings” of this Form 10-Q.

Results of Operations

     The following table sets forth our results of operations for the three and nine months ended September 30, 2006 and 2005 expressed as a percentage of total revenue.

		Three Months Ended								Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2006				2005				2006				2005
		Unaudited								Unaudited
Revenue:
License			8	%			53	%			37	%			50	%
Service			92				47				63				50
Total revenue			100				100				100				100
Cost of revenue:
Licenses			3				1				2				1
Service			21				10				16				10
Total cost of revenue			24				11				18				11
Gross profit			76				89				82				89
Operating expenses:
Research and development			75				30				49				32
Sales and marketing			128				44				85				45
General and administrative			97				30				51				28
							(1	)							(2	)
Total operating expenses			300				103				185				103
Loss from operations			(224	)			(14	)			(103	)			(14	)
Interest and other income, net			7				2				3				1
Net loss			(217	)%			(12	)%			(100	)%			(13	)%

Revenue

Total revenue

		Three months ended,
		September 30,				Change								September 30,
		2006				$				%				2005
		(in thousands, except percentages)
Total revenue		$	724				($1,058	)			(59.4	%)		$	1,782

		Nine months ended,
		September 30,				Change								September 30,
		2006				$				%				2005
		(in thousands, except percentages)
Total revenue		$	3,522				($1,636	)			(32.7	%)		$	5,158

     We derive revenue from license sales, maintenance, and consulting services for BackWeb Offline Access Server, BackWeb Polite Sync Server, and BackWeb e-Accelerator Suite. The decrease in total revenue in the three and nine months ended September 30, 2006 compared to the same periods in 2005 was primarily due to a decrease in license revenue, primarily related to the fact that we recognized $375,000 in revenue during each of the first, second and third quarters of 2005 from the F-Secure license agreement we entered into in the fourth quarter of 2004, but did not recognize any revenue from this agreement during 2006. Additionally, license sales in the third quarter of 2006 were significantly lower than in the same period in 2005 due to fewer license transactions closing during the period. In addition, total revenue declined in the three and nine months ended September 30, 2006 due to a reduction in consulting revenue. We have limited visibility to forecast revenue for the remainder of 2006 and therefore we are unable to quantify future overall trends in our total revenue. However, in the sections below we discuss the changes in the individual components of total revenue and expected trends in these individual components.

     No customer accounted for more than 10% of our revenue in either the three or nine months ended September 30, 2006. We expect that a small number of customers will continue to account for a substantial portion of our total revenue for the foreseeable future and revenue from one or more of these customers may represent more than 10% of our total revenue in future periods.

License revenue

		Three months ended,
		September 30,				Change								September 30,
		2006				$				%				2005
		(in thousands, except percentages)
License revenue		$	61				($881	)			(93.5	%)		$	942
As a percentage of total revenue			8.4	%			—				(44.5	%)			52.9	%

		Nine months ended,
		September 30,				Change								September 30,
		2006				$				%				2005
		(in thousands, except percentages)
License revenue		$	1,314				($1,255	)			(48.9	%)		$	2,569
As a percentage of total revenue			37.3	%			—				(12.5	%)			49.8	%

     The decrease in license revenue in the three and nine months ended September 30, 2006 as compared to the same periods in 2005 was primarily due to the expiration of revenue recognition related to the F-Secure agreement and our inability to increase our deal volume and/or deal size to offset the loss of the F-Secure revenue. This inability to increase our deal volume and deal size was due in part to the fact that certain larger opportunities with customers were initiated via smaller pilot projects as part of longer sales cycles, which we believe may result in additional and more substantial revenue in future quarters as their results are reviewed. Additionally, we experienced a decrease in the number of new license deals closed in both periods of 2006 as compared to 2005. The license sale to F-Secure accounted for approximately $375,000, or 40% of license revenue, for the three months ended September 30, 2005 and approximately $1.1 million, or 44% of license revenue, for the nine months ended September 30, 2005.

Service revenue

		Three months ended,
		September 30,				Change								September 30,
		2006				$				%				2005
		(in thousands, except percentages)
Service revenue		$	663				($177	)			(21.1	%)		$	840
As a percentage of total revenue			91.6	%			—				44.5	%			47.1	%

		Nine months ended,
		September 30,				Change								September 30,
		2006				$				%				2005
		(in thousands, except percentages)
Service revenue		$	2,208				($381	)			(14.7	%)		$	2,589
As a percentage of total revenue			62.7	%			—				12.5	%			50.2	%

     Service revenue, which includes maintenance and consulting services, decreased for the three and nine months ended September 30, 2006 compared to the same periods in 2005 due to a decrease in consulting projects that our services personnel worked on during the periods, as we continued to migrate our service work to strategic resellers. Maintenance services fees in both periods remained relatively constant. The substantial majority of our consulting revenue during the period was associated with our BackWeb Offline Access Server product.

     During the balance of 2006, we expect service revenue to remain fairly consistent with the reduced level we experienced in the third quarter of 2006. We expect that maintenance revenue associated with our older products will continue to decrease, offset by an increase in maintenance revenue associated with BackWeb Offline Access Server. Any increase in maintenance revenue from BackWeb Offline Access Server, however, is dependent upon an absolute dollar level increase in license revenue from that product, which might not occur. Further, while we expect consulting revenue to remain consistent at this reduced level over the balance of 2006 and beyond, this too is largely dependent on increased license sales of our BackWeb Offline Access Server.

Cost of Revenue

		Three months ended,
		September 30,				Change								September 30,
		2006				$				%				2005
		(in thousands, except percentages)
Cost of revenue		$	175				($22	)			(11.2	%)		$	197
As a percentage of total revenue			24.2	%			—				13.1	%			11.1	%

		Nine months ended,
		September 30,				Change								September 30,
		2006				$				%				2005
		(in thousands, except percentages)
Cost of revenue		$	637			$	77				13.8	%		$	560
As a percentage of total revenue			18.1	%			—				7.2	%			10.9	%

     Cost of revenue decreased during the three months ended September 30, 2006 as compared to the same period in 2005. This decrease was due to a decrease in consulting services than in the comparable period. Cost of revenue increased both in absolute dollars and as a percentage of revenue during the nine months ended September 30, 2006 as compared to the same period in 2005. This increase was due to the use of more senior resources on customer projects than in the comparable period.

Cost of License Revenue

     Cost of license revenue consists primarily of expenses related to media duplication, packaging of products and royalty payables to third party vendors.

		Three months ended,
		September 30,				Change								September 30,
		2006				$				%				2005
		(in thousands, except percentages)
Cost of license revenue		$	26			$	12				85.7	%		$	14
As a percentage of license revenue			42.6	%			—				41.1	%			1.5	%
As a percentage of total revenue			3.6	%			—				2.9	%			0.7	%

		Nine months ended,
		September 30,				Change								September 30,
		2006				$				%				2005
		(in thousands, except percentages)
Cost of license revenue		$	67			$	40				148.1	%		$	27
As a percentage of license revenue			5.1	%			—				4.0	%			1.1	%
As a percentage of total revenue			1.9	%			—				1.4	%			0.5	%

     Cost of license revenue increased as a percentage of license revenue during the three and nine months ended September 30, 2006 as compared to the same periods in 2005 due to the addition of certain additional functionality to our products provided by third parties and the related royalty payments associated with the increased functionality.

     We expect our cost of license revenue as a percentage of license revenue to remain relatively constant in the remainder of 2006.

Cost of Service Revenue

     Cost of service revenue consists primarily of expenses related to our personnel and overhead of our customer support and professional service organizations, including related expenses of BackWeb consultants, third party consultants, and contractors.

		Three months ended,
		September 30,				Change								September 30,
		2006				$				%				2005
		(in thousands, except percentages)
Cost of service revenue		$	149				($34	)			(18.6	%)		$	183
As a percentage of service revenue			22.5	%			—				0.7	%			21.8	%
As a percentage of total revenue			20.6	%			—				10.3	%			10.3	%

		Nine months ended,
		September 30,				Change								September 30,
		2006				$				%				2005
		(in thousands, except percentages)
Cost of service revenue		$	570			$	37				6.9	%		$	533
As a percentage of service revenue			25.8	%			—				5.2	%			20.6	%
As a percentage of total revenue			16.2	%			—				5.9	%			10.3	%

     Cost of service revenue decreased during the three months ended September 30, 2006 compared to the same period in 2005 primarily due to a lower amount of billable expenses during the period as more projects were completed remotely as opposed to on-site at customer locations during the period. Cost of service revenue increased during the first nine months of 2006 as compared to the same period in 2005 primarily due to the use of more senior resources on customer projects than in the comparable period. Cost of service revenue as a percentage of service revenue increased during the three and nine months ended September 30, 2006 compared with the comparable periods in 2005 due primarily to the decrease in services revenue.

     We expect the cost of service revenue to increase marginally and remain relatively constant as a percentage of service revenue during the balance of 2006.

Operating Expenses

Research and Development

     Research and development expenses consist of personnel costs, equipment and supply costs for our development efforts. We charge these expenses to operations as they are incurred. We operate our research and development facilities in Israel.

		Three months ended,
		September				Change								September
		30,												30,
		2006				$				%				2005
		(in thousands, except percentages)
Research and development		$	541			$	11				2.1	%		$	530
As a percentage of total revenue			74.7	%			—				45.0	%			29.7	%

		Nine months ended,
		September				Change								September
		30,												30,
		2006				$				%				2005
		(in thousands, except percentages)
Research and development		$	1,742			$	72				4.3	%		$	1,670
As a percentage of total revenue			49.5	%			—				17.1	%			32.4	%

     The increase in research and development expenses during the three and nine months ended September 30, 2006 as compared to the same periods in 2005 was primarily due to the expiration of an Israeli research and development funding grant. During the second quarter of 2005, we received funding from an Israeli government sponsored development program that offsets new research and development costs, and which will be repaid as a royalty through cost of revenue if and when the related project that is being funded is offered commercially. This funding reduced research and development expenses for the three and nine months ended September 30, 2005 by approximately $70,000 and $150,000, respectively. We also recognized approximately $50,000 and $150,000 in the three and nine months ended September 30, 2006, respectively, in expenses in connection with the implementation of SFAS 123R. These additional expenses were offset by other general cost reductions in the research and development department in the periods. Research and development expenses as a percentage of total revenue increased during the three and nine months ended September 30, 2006 compared with the comparable periods in 2005 due primarily to the increase in research and development expenses in absolute dollars combined with the decrease in total revenue.

     We believe that continued investment in research and development is important in order to attain our strategic objectives. However, we intend to continually monitor expenses across the organization and strive for cost reductions, particularly in areas such as facilities, travel and entertainment, and telecommunications expenses. As a result, we expect that research and development expenses will remain fairly constant during the remainder of 2006 and beyond.

Sales and Marketing

     Sales and marketing expenses consist of personnel and related costs for our direct sales force, product management, marketing, business development and operations management employees, together with the costs of marketing programs, including trade shows and other related direct expenses and general overhead.

		Three months ended,
		September				Change								September
		30,												30,
		2006				$				%				2005
		(in thousands, except percentages)
Sales and marketing		$	928			$	141				17.9	%		$	787
As a percentage of total revenue			128.2	%			—				84.0	%			44.2	%

		Nine months ended,
		September				Change								September
		30,												30,
		2006				$				%				2005
		(in thousands, except percentages)
Sales and marketing		$	2,980			$	663				28.6	%		$	2,317
As a percentage of total revenue			84.6	%			—				39.7	%			44.9	%

     The increase in sales and marketing expenses during the three and nine months ended September 30, 2006 compared to the same periods in 2005 resulted primarily from an increase in personnel related costs related to the addition of two vice presidents as well as additional field level staff. We also recognized approximately $50,000 and $150,000 in the three and nine months ended September 30, 2006, respectively, in expenses in connection with the implementation of SFAS 123R. Additionally, in the first quarter of 2006, we recognized approximately $100,000 of one-time separation costs related to the termination of certain employees. Sales and marketing expenses as a percentage of total revenue increased during the three and nine months ended September 30, 2006 compared with the comparable periods in 2005 due primarily to the increase in sales and marketing expenses in absolute dollars combined with the decrease in total revenue.

     We expect sales and marketing expenses will decrease on an absolute basis during the remainder of 2006 due to a continued focus on cost reduction programs and selected personnel and related reductions where possible.

General and Administrative

     General and administrative expenses consist primarily of personnel and related costs and outside services for general corporate functions, including finance, accounting, general management, human resources, information services, legal, and the provision for bad debt expense.

		Three months ended,
		September				Change								September
		30,												30,
		2006				$				%				2005
		(in thousands, except percentages)
General and administrative		$	699			$	168				31.6	%		$	531
As a percentage of total revenue			96.5	%			—				66.7	%			29.8	%

		Nine months ended,
		September				Change								September
		30,												30,
		2006				$				%				2005
		(in thousands, except percentages)
General and administrative		$	1,780			$	315				21.5	%		$	1,465
As a percentage of total revenue			50.5	%			—				22.1	%			28.4	%

     The increase in general and administrative expenses during the three and nine months ended September 30, 2006 as compared to the same period in 2005 was primarily due to the reclassification of our Chief Executive Officer into the general and administrative department following the hiring of our Vice President of Sales and Business Development and the change in the allowance for doubtful accounts. In addition, we recognized approximately $20,000 and $50,000 in the three and nine months ended September 30, 2006, respectively, in expenses in connection with the implementation of SFAS 123R in the first quarter of 2006. General and administrative expenses as a percentage of total revenue increased during the three and nine months ended September 30, 2006 compared with the comparable periods in 2005 due primarily to the increase in general and administrative expenses in absolute dollars combined with the decrease in total revenue.

     We expect general and administrative expenses will decrease on an absolute basis during the remainder of 2006 and beyond due to a continued focus on cost reduction programs.

Interest and Other Income, Net

     Interest and other income, net includes interest income earned on our cash, cash equivalents and short-term investments, offset by interest expense and the effects of exchange gains and losses arising from the re-measurement of transactions in foreign currencies.

		Three months ended,
		September				Change								September
		30,												30,
		2006				$				%				2005
		(in thousands, except percentages)
Interest and other income, net		$	56			$	21				60.0	%		$	35
As a percentage of total revenue			7.7	%			—				5.7	%			2.0	%

		Nine months ended,
		September				Change								September
		30,												30,
		2006				$				%				2005
		(in thousands, except percentages)
Interest and other income, net		$	116			$	55				90.2	%		$	61
As a percentage of total revenue			3.3	%			—				2.1	%			1.2	%

     The increase in interest and other income, net during the three and nine months ended September 30, 2006 as compared to the same periods in 2005 was primarily due to the change in exchange rates and rise in interest rates on our investment accounts. These increases were partially offset by the use of cash for operations, which decreases the amount of interest income our cash generates. We expect interest and other income, net to decrease gradually during the reminder of 2006 and beyond as we expect we will continue to use cash in our operations and, as a result, earn less investment and interest income.

Income Taxes

     There was no provision for income taxes because we incurred net operating losses during the three and nine months ended September 30, 2006. As of September 30, 2006, we had approximately $100 million of Israeli net operating loss carry forwards and $7 million of U.S. federal net operating loss carry forwards available to offset future taxable income. The U.S. net operating loss carry forwards expire in varying amounts between the years 2011 and 2022. The Israeli net operating loss carry forwards have no expiration date.

Off-Balance Sheet Financings And Liabilities

     Other than operating lease commitments, we do not have any off-balance sheet financing arrangements or liabilities, guarantee contracts, retained or contingent interests in transferred assets or any obligation arising out of a material variable interest in an unconsolidated entity. We do not have any majority-owned subsidiaries that are not included in the consolidated financial statements.

Liquidity and Capital Resources

     As of September 30, 2006, we had approximately $5.3 million of cash, cash equivalents and short-term investments compared to $7.9 million as of December 31, 2005.

     Net cash used in operating activities was approximately $2.9 million and $1.8 million for the nine months ended September 30, 2006 and 2005, respectively, and was primarily used to fund our ongoing operational needs. The increase in cash used in operating activities was primarily due to the investment we made in the sales and marketing efforts of the business in late 2005 and a reduction in our total revenue. Cash provided by investing activities was approximately $3.6 million for the nine months ended September 30, 2006, and cash used by investing activities was approximately $1.1 million for the nine months ended September 30, 2005. The cash provided by investing activities in the nine months ended September 30, 2006 consisted of the net proceeds from the purchases and sales of short-term investments to fund operational needs, and the cash used by investing activities in the nine months ended September 30, 2005 consisted of an increase in our invested funds during the second quarter of 2005. Cash provided by financing activities was approximately $389,000 and $129,000 for the nine months ended September 30, 2006 and 2005, respectively, and consisted primarily of proceeds from the issuance of Ordinary Shares under our 1999 Employee Stock Purchase Plan and from the exercise of stock options issued under our 1998 Employee Stock Option Plan.

     As of September 30, 2006, we had no material commitments for capital expenditures. Our capital requirements depend on numerous factors, including market acceptance of our products, the resources we devote to developing, marketing, selling and supporting our products and the timing and extent of establishing additional operations. We believe that our current cash, cash equivalents and short-term investment balances will be sufficient to fund our operations for at least the next 12 months. However, since our inception we have not achieved profitability and we expect to continue to incur net losses for the foreseeable future. In addition, our net loss significantly increased during the first nine months of 2006 as compared to our net loss for the first nine months of 2005 and in the future, our business may not go as planned, and we may need to raise additional funds prior to the expiration of this period. If we decide to raise additional funds, it could be difficult to obtain additional financing on favorable terms, if at all. We may try to obtain additional financing by issuing Ordinary Shares or convertible debt securities, which could dilute our existing shareholders. If we cannot raise needed funds on acceptable terms, or at all, we may not be able to develop or enhance our products, respond to competitive pressures or grow our business, and we may be required to undertake further expense reduction measures.

Contractual Obligations

     The following summarizes our contractual obligations at June 30, 2006 (in thousands):

Payments Due by Period

						Less than				1-3				3-5
		Total				1 year				years				years
Operating Lease Obligations		$	588			$	221			$	885			$	424
Total Contractual Commitments		$	588			$	221			$	885			$	424

Effective Corporate Tax Rates

     Our tax rate reflects a mix of the U.S. statutory tax rate on our U.S. income, European country tax rates on our individual European country income and the Israeli tax rate discussed below. We expect that most of our future taxable income will be generated in Israel. Israeli companies were generally subject to corporate tax at the rate of 34% of their taxable income in 2005. Pursuant to tax reform legislation that came into effect in 2003, the corporate tax rate is to undergo further staged reductions to 25% by the year 2010. In order to implement these reductions, the corporate tax rate is scheduled to decline to 31% in 2006, 29% in 2007, 27% in 2008, and 26% in 2009. However, the rate is effectively reduced for income derived from an Approved Enterprise. The majority of our income is derived from our capital investment program with “Approved Enterprise” status under the Law for the Encouragement of Capital Investments, and is eligible therefore for tax benefits. As a result of these benefits, we expect to have a tax exemption on income derived during the first two years in which this investment program produces taxable income, provided that we do not distribute such income as a dividend, and a reduced tax rate of 10% to 25% for the following five to eight years, depending upon the proportion of foreign ownership of BackWeb.

     On April 1, 2005, an amendment to the Law for the Encouragement of Capital Investments in Israel came into effect, which revised the criteria for investments qualified to receive tax benefits. An eligible investment program under the amendment will qualify for benefits as a Privileged Enterprise (rather than the previous terminology of Approved Enterprise). Among other things, the amendment provides tax benefits to both local and foreign investors and simplifies the approval process. The amendment does not apply to investment programs approved prior to December 31, 2004. The new tax regime will apply to new investment programs only.

     As a result of the amendment, tax-exempt income generated under the provisions of the new law will subject us to taxes upon distribution or liquidation and we may be required to record deferred tax liability with respect to such tax-exempt income. We are currently evaluating the impact the amendment will have on us. Based on our preliminary analysis, it will not adversely affect our 2006 financial statements.

     All of these tax benefits are subject to various conditions and restrictions. See “Note 12 — Income Taxes — Israeli Income Taxes — Tax Benefits under the Law for the Encouragement of Capital Investments, 1959,” of Notes to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2005. We cannot assure you that we will obtain approval for additional Approved Enterprise Programs, or that the provisions of the law will not change.

Impact of Inflation and Currency Fluctuations

     Most of our sales are denominated in U.S. dollars. However, we incur a large portion of our costs from our operations in Israel. A substantial portion of our operating expenses, primarily our research and development costs, are denominated in NIS. Costs not denominated in U.S. dollars are translated to U.S. dollars when recorded, at prevailing rates of exchange. This is done for the purposes of our financial statements and reporting. Costs not denominated in U.S. dollars will increase if the rate of inflation exceeds the devaluation of the foreign currency as compared to the U.S. dollar or if the timing of such devaluations lags considerably behind inflation. Consequently, we are, and will be, affected by changes in the prevailing exchange rate. We might also be affected by the U.S. dollar exchange rate to the major European currencies due to the fact that we do business in Europe. To date these fluctuations have not been material.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     We develop products in Israel and sell them in the U.S., Canada, Europe, and Israel. As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets. As most of our sales are currently made in U.S. dollars, a strengthening of the dollar could make our products less competitive in foreign markets.

Our interest income is sensitive to changes in the general level of U.S. interest rates, particularly since the majority of our investments are in short-term instruments. We regularly assess these risks and have established policies and business practices to protect against the adverse effects of these and other potential exposures. As a result, we do not anticipate material losses in these areas. Due to the nature of our short-term investments, we have concluded that there is no material market risk exposure. Therefore, no quantitative tabular disclosures are required.

Foreign Currency Exchange Rate Risk

     We conduct our business and sell our products directly to customers primarily in North America and Europe. In the normal course of business, our financial position is routinely subject to market risks associated with foreign currency rate fluctuations due to balance sheet positions in other local foreign currencies. Our policy is to ensure that business exposures to foreign exchange risks are identified, measured and minimized using foreign currency forward contracts to reduce such risks, should the risks of such exposure outweigh the cost of forward contracts. The foreign currency forward contracts, when placed, generally expire within 90 days. The change in fair value of these forward contracts is recorded as income/loss in our Consolidated Statements of Operations as a component of interest and other income, net. We did not place any forward contracts in 2005 or 2006.

Item 4. Controls and Procedures

     Evaluation of disclosure controls and procedures. We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Vice President, Finance, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

     Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Vice President, Finance have concluded that, subject to the limitations noted above, our disclosure controls and procedures were not effective to ensure that material information relating to us, including our consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which this Quarterly Report on Form 10-Q was being prepared, due to the existence of a material weakness in our internal control over financial reporting identified by our independent registered public accounting firm in connection with their review of our September 30, 2006 interim financial statements. This material weakness in our internal control over financial reporting related to an adjustment proposed by our independent registered public accounting firm related to our incorrect recognition of revenue on two term license agreements entered into during the quarter ended September 30, 2006 for which we did not have vendor-specific objective evidence of fair value for the bundled post-contract support.

     Changes in internal control over financial reporting. There was no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. However, in connection with the material weakness described above, we intend to take the following remedial measures:

	•		Increased communication with our external auditors prior to finalization of sales contracts
	•		Additional review of contracts internally prior to closing them with customers

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

     On November 13, 2001, BackWeb, six of our officers and directors, and various underwriters for our initial public offering were named as defendants in a consolidated action captioned In re BackWeb Technologies Ltd. Initial Public Offering Securities Litigation, Case No. 01-CV-10000, a purported securities class action lawsuit filed in the United States District Court, Southern District of New York. Similar cases have been filed alleging violations of the federal securities laws in the initial public offerings of more than 300 other companies, and these cases have been coordinated for pretrial proceedings as In re Initial Public Offering Securities Litigation,

21 MC 92. A consolidated amended complaint filed in the case asserts that the prospectus from our June 8, 1999 initial public offering failed to disclose certain alleged improper actions by the underwriters for the offering, including the receipt of excessive brokerage commissions and agreements with customers regarding aftermarket purchases of shares of our stock. The complaint alleges violations of Sections 11 and 15 of the Securities Act of 1933, Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated under the Securities Exchange Act of 1934. On or about July 15, 2002, an omnibus motion to dismiss was filed in the coordinated litigation on behalf of defendants, including BackWeb, on common pleadings issues. In October 2002, the Court dismissed all six individual defendants from the litigation without prejudice, pursuant to a stipulation. On February 19, 2003, the Court denied the motion to dismiss with respect to the claims against us. No trial date has yet been set.

     A proposal has been made for the settlement and release of claims against the issuer defendants, including BackWeb. We have agreed to the proposal. The settlement is subject to a number of conditions, including approval of the proposed settling parties and the court. In September 2004, an agreement of settlement was submitted to the court for preliminary approval.

     If the settlement does not occur, and litigation against us continues, we believes we have meritorious defenses and intend to defend the case vigorously. However, the results of any litigation are inherently uncertain and can require significant management attention, and we could be forced to incur substantial expenditures, even if we ultimately prevail. In the event there were an adverse outcome, our business could be harmed. Thus, we cannot assure you that this lawsuit will not materially and adversely affect our business, results of operations or the price of our Ordinary Shares.

     Additionally, BackWeb was jointly named in a judgment during September 2005 for approximately $500,000 related to a claim against its dormant French subsidiary. The judgment is related to a dispute between a former French distributor of BackWeb and one of the distributor’s end user customers. While we believe we have additional defenses against the claim and will ultimately not be responsible for payments under the judgment, we accrued approximately $250,000, or approximately one-half of the total judgment against the distributor and us, in the third quarter of 2005.

     From time to time we are involved in litigation incidental to the conduct of our business. Apart from the litigation described above, we are not party to any lawsuit or proceeding that, in our opinion, is likely to seriously harm our business.

Item 1A. Risk Factors

     We operate in a rapidly changing environment that involves numerous risks and uncertainties, some of which are beyond our control. The following discussion highlights some of these risks and uncertainties. You should consider the following factors, as well as other information set forth in this Quarterly Report on Form 10-Q, in connection with any investment in our Ordinary Shares. If any of the risks described below occurs, our business, results of operations and financial condition could be adversely affected. In such cases, the price of our Ordinary Shares could decline, and you could lose part or all of your investment.

Risks Relating to Our Business

We have a history of losses and we expect future losses.

     Since our inception, we have not achieved profitability and we expect to continue to incur net losses for the foreseeable future. In addition, our net loss significantly increased during the first nine months of 2006 as compared to our net loss for the first nine months of 2005. We incurred net losses of approximately $3.5 million for the nine months ended September 30, 2006, $1.0 million for the year ended December 31, 2005, $5.1 million in the year ended December 31, 2004 and $10.7 million in the year ended December 31, 2003. As of September 30, 2006, we had an accumulated deficit of approximately $148 million. We expect to continue to incur significant sales and marketing, research and development, and general and administrative expenses through the remainder of 2006 and beyond. As a result, we will need to significantly increase our revenue to achieve and maintain profitability, and we may not be able to do so. Failure to achieve profitability or achieve and sustain the level of profitability expected by investors and securities analysts may adversely affect the market price of our Ordinary Shares.

Our quarterly license revenue typically depends on a small number of large orders, and any failure to complete one or more substantial license sales in a quarter could materially and adversely affect our operating results.

     We typically derive a significant portion of our license revenue in each quarter from a small number of relatively large orders. Our operating results for a particular fiscal quarter could be materially and adversely affected if we are unable to complete one or more substantial license sales forecasted for that quarter, as was the case for the third quarter of 2006. Additionally, we also offer volume- based pricing, which may adversely affect our operating margins. We typically have very little backlog and, accordingly, generate substantially all of our revenue for a given quarter in that quarter.

If we require additional financing for our future capital or operational needs but are not able to obtain it, we may be unable to develop or enhance our products, expand operations or respond to competitive pressures, and we may be required to further reduce our operations.

     Our cash, cash equivalents and short-term investments balances have declined from $10.3 million as of December 31, 2004 to $7.9 million as of December 31, 2005 and to $5.3 million as of September 30, 2006, and we expect to continue to use cash in our operations. In addition, our limited cash resources constrain our ability to grow our business. As a result, we might need to raise additional capital to fund expansion, product development, acquisitions or working capital. This need may arise sooner than we anticipate if our revenue does not increase significantly , particularly revenue from licensing our OAS product, if our costs are higher than we expect or if we change our strategic plans. If we were required to raise additional funds, it could be difficult to obtain additional financing on favorable terms, or at all, due to our financial condition. In the event that we obtain additional financing by issuing Ordinary Shares or securities that are convertible into Ordinary Shares, the interests of existing shareholders would be diluted. If we cannot raise needed funds on acceptable terms, or at all, we may not be able to develop or enhance our products, respond to competitive pressures or grow our business or we may be required to further reduce our expenditures, any of which could harm our business.

Wireless networking technology and geographic coverage could limit our market.

     Emerging wireless technologies, such as wireless fidelity, or WiFi, and cellular data networks, may pose a competitive challenge as an alternative to BackWeb’s capabilities. The reality and promise of wireless connectivity will make it necessary for BackWeb to target and educate its prospects intelligently. If we fail to successfully target those market segments which are not served by wireless networking, then our operating results could suffer.

Our financial performance and workforce reductions may adversely affect the morale and performance of our personnel and our ability to hire new personnel.

     In connection with the evolution of our business model and in order to reduce our cash expenses, we have adopted a number of changes in personnel, including significant workforce reductions. The changes in personnel may adversely affect morale and our ability to attract and retain key personnel. In addition, the current trading levels of our Ordinary Shares have decreased the value of many of the stock options granted to employees pursuant to our stock option plan. As a result of these factors, our remaining personnel may seek employment with larger, more established companies or companies they perceive to have better prospects. If this were to occur, our revenue could decline and our operations in general could be impacted. None of our officers or key employees is bound by an employment agreement for any specific term. Our relationships with these officers and key employees are at will. Moreover, we do not have “key person” life insurance policies covering any of our employees. Additionally the economic environment in Israel and the US is improving, making it more challenging to retain our people. As a result of these factors, we have experienced an increased level of employee departures and our remaining personnel may seek other employment opportunities in the future.

Our business strategy requires that we derive a significant amount of license revenue from our OAS product. If demand for OAS does not increase, our total revenue will not increase and our business will suffer.

     Our business strategy requires that we derive a significant amount of license revenue from licensing our OAS product and derive additional related revenue through providing related consulting and maintenance services. Accordingly, our future operating results will depend on the demand for OAS by future customers. While our OAS revenue accounted for the majority of our license revenue for the first time in 2005, which has continued in 2006, our overall license sales to new customers declined in the first nine months of 2006 compared to the first nine months of 2005, and was particularly lower in the third quarter of 2006. As a result, we need to realize additional significant growth in license revenue from licensing our OAS product during the remainder of 2006 and beyond or our operating results will be significantly and negatively impacted. If our competitors release products that are superior to OAS in performance or price, OAS does not become widely accepted by the market, or we fail to enhance OAS and introduce new versions in a timely manner, we may never generate significant license revenue from this product. If demand for our OAS product does not significantly increase, as a result of competition, technological change or other factors, it would significantly and adversely affect our business, financial condition, and operating results.

We restructured our company in October 2004 and further reduced headcount in 2006, which could make it more difficult for us to achieve our business objectives or could result in further restructurings if we don’t meet the goals of the restructuring.

     In October 2004, we restructured our company in order to reduce management and administrative costs and bring our sales and marketing operations in line with our then current sales level. In July 2006, we again reduced headcount in an effort to reduce our cash burn. While the restructurings have reduced cash operating expenses, our ability to adequately reduce cash used in operations, and ultimately generate profitable results from operations, will depend upon successful execution of our business plan and obtaining new customers. If we do not meet our restructuring objectives, we may have to implement additional restructuring plans, which could impact the long-term viability of our company. Further, these plans may not achieve our desired goals due to such factors as significant costs or restrictions that may be imposed in some international locales on workforce reductions and a potential adverse affect on employee morale that could harm our efficiency and our ability to act quickly and effectively in the rapidly changing technology markets in which we sell our products.

     Our long and unpredictable sales cycle depends on factors outside our control and may cause our license revenue to vary significantly.

     To date, our average engagement with our customers has typically taken between 3 and 12 months for them to evaluate our products before making their purchasing decisions. The long, and often unpredictable, sales and implementation cycles for our products have caused, and may continue to cause, our license revenue and operating results to vary significantly from period to period. For example, our license revenue for the third quarter of 2006 was significantly lower than the third quarter of 2005 in part due to the fact that certain larger opportunities with customers were initiated via pilot projects in which the customers made smaller initial investments in order to evaluate whether or not to purchase additional licenses for full deployment. Sales of licenses and implementation schedules are subject to a number of risks over which we have little or no control, including customer budgetary constraints, customer internal acceptance reviews, the success and continued internal support of customers’ own development efforts, the sales and implementation efforts of businesses with which we have relationships, the nature, size and specific needs of a customer and the possibility of cancellation of projects by customers. Along with our distributors, we spend significant time educating and providing information to our prospective customers regarding the use and benefits of our products with no guarantee that such investment will result in a sale. Even after purchase, our customers tend to deploy our OAS solution slowly, depending upon the skill set of the customer, the size of the deployment, the stage of the customer’s deployment of a portal, the complexity of the customer’s network environment and the quantity of hardware and the degree of hardware configuration necessary to deploy the products.

Our business is difficult to evaluate because we have changed our strategic focus on several occasions and repositioned our product line.

     We have a limited operating history operating our business in our current markets. We cannot be certain that our business strategy will be successful. In early 1998, we changed our strategic focus from a consumer-oriented to an enterprise-oriented Internet communications company. In 2001, we again re-positioned our products to focus on the portal market. During 2003, we expanded our market focus to include corporate intranets and other Web-based applications. During 2004, we realigned our sales strategy to focus on selling to the line of business owner as opposed to the IT department. These changes required us to adjust our business processes and make a number of significant personnel changes. To the extent we do not succeed in generating significant revenue from licensing our new products, particularly our OAS product, our business, operating results and financial conditions will suffer.

Our quarterly operating results are subject to fluctuations.

     Our operating results are difficult to predict. Our revenue and operating results have fluctuated in the past and may, in the future, vary significantly from quarter to quarter due to a number of factors, including:

•		demand for our products and services;
•		internal budget constraints and the approval processes of our current and prospective customers;
•		the timing and mix of revenue generated by product licenses and professional services;
•		the length and unpredictability of our sales cycle;
•		loss of customers;
•		new product introductions or internal development efforts by competitors or strategic allies; and
•		economic conditions generally, as well as those specific to the Internet and related industries.

     Due to the foregoing factors, we believe that quarter-to-quarter comparisons of our operating results are not necessarily a good indication of our future performance. We incur expenses based predominantly on operating plans and estimates of future revenue. Our expenses are to a large extent fixed and we may not be able to adjust them quickly to meet a shortfall in revenue during any particular quarter. Any significant shortfall in revenue in relation to our expenses would decrease our net income (loss) or increase our operating losses and would also harm our financial condition. In some recent quarters our operating results have been below the expectations of public market analysts and investors. It is likely that in some future quarters, our operating results may also be below such expectations, which would likely cause our stock price to decline.

If we lose a major customer, our revenue could suffer because of our customer concentration.

     We have historically generated a substantial portion of our revenue from a limited number of customers, and we expect this to continue for the foreseeable future. As a result, if we lose a major customer, or if there is a decline in the use of our products within our existing customers’ organizations, our revenue would be adversely affected. In the nine months ended September 30, 2006, two customers accounted for approximately 18% of our total revenue. In 2005, our two largest customers accounted for 43% of our total revenue. In 2004, our three largest customers represented approximately 34% of our total revenue. In 2003, our three largest customers represented approximately 28% of our total revenue.

We depend on increased business from new customers, as well as additional business from existing customers, and if we fail to grow our customer base or generate repeat business, our operating results could be harmed.

     Our business model generally depends on the sale of our products to new customers as well as expanded use of our products within our existing customers’ organizations. If we fail to grow our customer base or to generate repeat and expanded business from our current and future customers, our business and operating results will be seriously harmed. For example, we experienced a reduction in license sales to new customers during the third quarter of 2006 compared with the third quarter of 2005 which contributed to the overall decline in our license revenue. In some cases, our customers initially make a limited purchase of our products and services for trials, pilot or proof of concept programs. These customers might not choose to acquire additional licenses to expand their use of our products.

     In addition, as we have introduced new versions of our products or new products, such as our OAS, we have experienced a decline in licensing revenue generated from our older products, such as Polite Sync Server and e-Accelerator, and we anticipate future declines in licensing revenue from these products. However, it is also possible that our current customers might not require the functionality of our new products and might not ultimately license these products. Because the total amount of maintenance and support fees we receive in any period depends, in large part, on the size and number of licenses that we have previously sold, any downturn in our software license revenue would negatively affect our future maintenance and support revenue. In addition, if customers elect not to renew their maintenance agreements, our services revenue will decline significantly. If customers are unable to pay for their current products or are unwilling to purchase additional products, our revenue will decline, which would likely materially and adversely affect our revenue, operating results and stock price.

Rapid technological changes could cause our products to become obsolete.

     The Internet communications market is characterized by rapid technological change, frequent new product introductions, changes in customer requirements and evolving industry standards. If we are unable to develop and introduce products or enhancements in a timely manner to meet these technological changes, we may not be able to successfully compete. In addition, our products may become obsolete, in which event we may not remain a viable business.

     Our market is susceptible to rapid changes due to technology innovation, evolving industry standards, and frequent new service and product introductions. New services and products based on new technologies or new industry standards expose us to risks of technical or product obsolescence. For example, emerging technologies, such as wireless, that take a different approach to the challenge of offline Web access by, for example, re-engineering platforms and applications, pose a competitive challenge. In addition, other companies, including some of our strategic resellers, also approach the issue of offline Web architecture differently than we do in some cases, and such approaches may achieve a greater degree of market acceptance. If we do not use leading technologies

effectively, meet the challenges posed by emerging technologies or other architectures, continue to develop our technical expertise and enhance our existing products on a timely basis, we may be unable to compete successfully in this industry, which would adversely affect our business and results of operations.

Our inability to integrate our products with other third-party software could adversely affect market acceptance of our products.

     Our ability to compete successfully depends on the continued compatibility and interoperability of our products with products and systems sold by various third parties, such as portal framework vendors. Currently, these vendors have open applications program interfaces, which facilitate our ability to integrate with their systems. These vendors have also been willing to license to us rights to build integrations to their products and use their development tools. If any one of them were to close their programs’ interfaces or fail to grant us necessary licenses, our ability to provide a close integration of our products could become more difficult and could delay or prevent our products’ integration with future systems.

Failure to successfully develop versions and updates of our products that run on the operating systems used by our current and prospective customers could reduce our sales.

     Many of our products run on the Microsoft Windows NT, Microsoft Windows 2000 or certain versions of the Sun Solaris Unix operating systems, and some require the use of third party software. Any change to our customers’ operating systems could require us to modify our products and could cause us to delay product releases. In addition, any decline in the market acceptance of these operating systems we support may require us to ensure that all of our products and services are compatible with other operating systems to meet the demands of our customers. If potential customers do not want to use the Microsoft or Sun Solaris operating systems we support, we will need to develop more products that run on other operating systems adopted by our customers. If we cannot successfully develop these products in response to customer demands, our business could be adversely impacted. The development of new products in response to these risks would require us to commit a substantial investment of resources, and we might not be able to develop or introduce new products on a timely or cost-effective basis, or at all, which could lead potential customers to choose alternative products. In addition, our products may face competition from operating system software providers, which may elect to incorporate similar technology into their own products.

Competition in the Internet communications market may reduce the demand for, or price of, our products.

     The Internet communications market is intensely competitive and rapidly changing. We expect that competition will intensify in the near-term because there are very limited barriers to entry. Our primary long-term competitors may not have entered the market yet because the Internet communications market is relatively new. Competition could impact us through price reductions, fewer customer orders, reduced gross margin and loss of market share, any of which could cause our business to suffer. Many of our current and potential competitors have greater name recognition, longer operating histories, larger customer bases and significantly greater financial, technical, marketing, public relations, sales, distribution and other resources than we do. Some of our potential competitors are among the largest and most well capitalized software companies in the world. For example, both Microsoft and IBM have announced product plans addressing the offline Web application market segment served by our OAS product. If such companies enter this market segment, we may not be able to compete successfully, and competitive pressures may harm our business.

The loss of our right to use software licensed to us by third parties could harm our business.

     We license technology that is incorporated into our products from third parties, including security and encryption software. Any interruption in the supply or support of any licensed software could disrupt our operations and delay our sales, unless and until we can replace the functionality provided by this licensed software. Because our products incorporate software developed and maintained by third parties, we depend on these third parties to deliver and support reliable products, enhance their current products, develop new products on a timely and cost-effective basis and respond effectively to emerging industry standards and other technological changes.

Our growth may suffer because of the complexities involved in implementing our products.

     The use of our products by our customers often requires implementation services, and our growth will be limited in the event we are unable to expand our implementation services personnel or subcontract these services to qualified third parties. In addition, customers could delay product implementations. In 2003, 2004, 2005 and the first nine months of 2006, there were a greater number of deployments of our OAS solution by customers, and that solution is being subjected to actual commercial use and implementation. Initial implementation typically involves working with sophisticated software, computers and communications systems. If we experience difficulties with implementation or do not meet project milestones in a timely manner, we could be obligated to devote more customer support, engineering and other resources to a particular project at the expense of other projects.

Our business will suffer if the Internet infrastructure cannot support the demands placed on it.

     Our future revenue and profits, if any, depend upon the widespread acceptance and use of the Internet as an effective medium of business and communication by our customers. Rapid growth in the use of, and interest in, the Internet has placed increased demands on its infrastructure. Our success will depend, in large part, on the acceptance of the Internet in the commercial marketplace and on the ability of third parties to provide a reliable Internet infrastructure network with the speed, data capacity, security and hardware necessary for reliable Internet access and services. To the extent that the Internet continues to experience increased numbers of users, increased frequency of use or increased bandwidth requirements, the Internet infrastructure may not be able to support the demands placed on it and the performance or reliability of the Internet could suffer.

A lack of effective internal control over financial reporting could result in an inability to accurately report our financial results that could lead to a loss of investor confidence in our financial reports and have an adverse effect on our stock price.

     Effective internal control over financial reporting is essential for us to produce reliable financial reports. If we cannot provide reliable financial information or prevent fraud, our business and operating results could be harmed. We have in the past discovered, and may in the future discover, deficiencies in our internal control over financial reporting. In connection with their review of our September 30, 2006 interim financial statements, our independent registered public accounting firm identified a material weakness in our internal control over financial reporting. As more fully described in Item 4 of Part 1 of this report, this material weakness in our internal control over financial reporting related to an adjustment proposed by our independent registered public accounting firm related to our incorrect recognition of revenue on two term license agreements entered into during the quarter ended September 30, 2006 for which we did not have vendor-specific objective evidence of fair value for the bundled post-contract support. As a result of this material weaknesses, we concluded that our disclosure controls and procedures were not effective as of September 30, 2006.

We cannot assure you that the measures we intend to take to remediate this material weakness, as more fully described in Item 4 of Part 1 of this report, will be effective or that we will be successful in implementing them. Moreover, we cannot assure you that we have identified all, or that we will not in the future have additional, material weaknesses. Our independent registered public accounting firm has not evaluated any of the measures we have taken, or that we propose to take, to address the material weakness. A failure to remediate this material weakness and successfully implement and maintain effective internal control over financial reporting could result in errors in our financial statements that could result in a restatement of our financial statements or otherwise cause us to fail to meet our financial reporting obligations. This, in turn, could result in a loss of investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on our stock price.

Factors outside our control may cause the timing of our license revenue to vary from quarter-to-quarter, possibly adversely affecting our operating results.

     We recognize license revenue when persuasive evidence of an arrangement exists, the product has been delivered, the license fee is fixed or determinable, and collection of the fee is probable. If an arrangement requires acceptance testing or specialized professional services, recognition of the associated license and service revenue would be delayed. The timing of the commencement and completion of these services is subject to factors that may be beyond our control, such as access to the customer’s facilities and coordination with the customer’s personnel after delivery of the software. If new or existing customers have difficulty deploying our products or require significant amounts of our professional services support for specialized features, our revenue recognition could be further delayed and our costs could increase, causing increased variability in our operating results.

We may experience difficulties managing our operations and geographic dispersion.

     Our ability to successfully offer products and services and to implement our business plan in the rapidly evolving Internet communications market requires an effective planning and management process. These factors, together with our anticipated future operations and geographic dispersion, will continue to place a significant strain on our management systems and resources. We expect that we will need to continue to improve our financial and managerial controls and reporting systems and procedures, and expand, train and manage our work force worldwide.

Our international operations are subject to additional risks.

     Even though we have decreased our international presence, our international operations will continue to be subject to a number of risks, including, but not limited to:

	•		laws and business practices favoring local competition;
	•		compliance with multiple, conflicting and changing laws and regulations;
	•		longer sales cycles;
	•		greater difficulty or delay in accounts receivable collection;
	•		import and export restrictions and tariffs;
	•		difficulties in staffing and managing foreign operations;
	•		difficulties in investing in foreign operations at appropriate levels to compete effectively; and
	•		political and economic instability.

Our efforts to protect our proprietary rights may be inadequate.

     To protect our proprietary rights, we rely primarily on a combination of patent, copyright, trade secret and trademark laws, confidentiality agreements with employees and third parties, and protective contractual provisions such as those contained in license agreements with customers, consultants and vendors. However, these parties could breach such confidentiality agreements and other protective contracts. In addition, we have not signed confidentiality agreements in every case. Despite our efforts to protect our proprietary rights, unauthorized parties may copy aspects of our products and obtain and use information that we regard as proprietary. We may not become aware of, or have adequate remedies in the event of, such breaches.

     We pursue the registration of some of our trademarks and service marks in the United States and in certain other countries, but we have not secured registration of all our marks. We license certain trademark rights to third parties. Such licensees may not abide by compliance and quality control guidelines with respect to such trademark rights and may take actions that would adversely affect our trademarks.

     We do not conduct comprehensive patent searches to determine whether the technology used in our products infringes patents held by third parties. Product development is inherently uncertain in a rapidly evolving technological environment in which there may be numerous patent applications pending, which are confidential when filed, with regard to potentially similar technologies. We expect that software products may be increasingly subject to third-party infringement claims as the number of competitors in our industry segment grows and the functionality of products in different industry segments overlaps. Although we believe that our products do not infringe the proprietary rights of any third parties, third parties could assert infringement claims against us in the future. The defense of any such claims would require us to incur substantial costs and would divert management’s attention and resources, which could materially and adversely affect our financial condition and operations. If a party succeeded in making such a claim we could be liable for substantial damages, as well as injunctive or equitable relief that could effectively block our ability to sell our products and services. Royalty or licensing agreements, if required, may not be available on acceptable terms, if at all. Any such outcome could have a material adverse effect on our business, financial condition, operating results and stock price.

Our products may be used in an unintended and negative manner.

     Our products are used to transmit information through the Internet. Our products could be used to transmit harmful applications, negative messages, unauthorized reproduction of copyrighted material, inaccurate data, or computer viruses to end users in the course of delivery. Any such transmission could damage our reputation or could give rise to legal claims against us. We have received emails from certain of our customers’ end users, claiming that our technology is a form of spyware, and we are actively engaged in challenging such accusations. In the event such allegations result in litigation, we could spend a significant amount of time and money pursuing or defending legal claims, which could have a material adverse effect on our business.

We may not have sufficient insurance to cover all potential product liability and warranty claims.

     Our products are integrated into our customers’ networks. The sale and support of our products may entail the risk of product liability or warranty claims based on damage to these networks. In addition, the failure of our products to perform to customer expectations could give rise to warranty claims. Although we carry general commercial liability insurance, our insurance may not cover potential claims of this type or may not be adequate to protect us from all liability that may be imposed.

Legislation and regulatory changes may cause us to incur increased costs, limit our ability to obtain director and officer liability insurance, and make it more difficult for us to attract and retain qualified officers and directors.

     Changes in the laws and regulations affecting public companies, including the provisions of the Sarbanes-Oxley Act of 2002 and rules adopted by the SEC and Nasdaq, have required changes in some of our corporate governance and accounting practices. We expect these laws, rules, and regulations to continue to increase our legal and financial compliance costs and to make some activities more difficult, time consuming and costly. These rules could also make it more difficult for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, particularly on our audit committee, or as executive officers.

Risks Relating to Our Location in Israel

Any major developments in the political or economic conditions in Israel could cause our business to suffer because we are incorporated in Israel and have important facilities and resources located in Israel.

     We are incorporated under the laws of the State of Israel. Our research and development facilities, as well as one of our executive offices, are located in Israel. Although substantial portions of our sales are currently made to customers outside of Israel, any major hostilities involving Israel or the interruption or curtailment of trade between Israel and its present trading partners could significantly harm our business. Since September 2000, a continuous armed conflict with the Palestinian Authority has been taking place, with increased hostilities since the beginning of 2006. We cannot predict the effect on BackWeb of an increase in the degree of violence in Israel or of any possible military action elsewhere in the Middle East.

Because our revenues are generated in U.S. dollars but a large portion of our expenses is incurred in New Israeli Shekels (NIS), our results of operations may be seriously harmed by currency fluctuations.

     We incur a large portion of our costs from operations in Israel in NIS. If Israel’s economy is impaired by a high inflation rate or if the timing of the devaluation of the NIS against the U.S. dollar were to lag considerably behind inflation, our operations and financial condition may be negatively impacted to the extent that the inflation rate exceeds the rate of devaluation of the NIS against the U.S. dollar.

Any future profitability may be diminished if tax benefits from the State of Israel are reduced or withheld.

     Pursuant to the Law for the Encouragement of Capital Investments, the Israeli Government has granted “Approved Enterprise” status to our existing capital investment programs. Consequently, we are eligible for tax benefits for the first several years in which we generate taxable income. Our future profitability may be diminished if all or portions of these tax benefits are reduced or eliminated. These tax benefits may be cancelled if we fail to comply with requisite conditions and criteria. Currently the most significant conditions that we must continue to meet include making specified investments in fixed assets, financing at least 30% of these investments through the issuance of capital stock, and maintaining the development and production nature of our facilities. We cannot assure you that the benefits will be continued in the future at their current levels or at any level.

Israeli regulations may limit our ability to engage in research and development and export our products.

     Under Israeli law, we are required to obtain an Israeli government license to engage in research and development and the export of the encryption technology incorporated in our products. Our research and development activities in Israel, together with our ability to export our products out of Israel, would be limited if the Israeli government revokes our current license, our current license is not renewed, our license fails to cover the scope of the technology in our products, or Israeli law regarding research and development or export of encryption technologies were to change.

Israeli courts might not enforce judgments rendered outside of Israel that may make it difficult to collect on judgments rendered against us.

          Some of our directors and executive officers are not residents of the United States and some of their assets and our assets are located outside the United States. Service of process upon these directors and executive officers, and enforcement of judgments obtained in the United States against us, and these directors and executive officers, may be difficult to obtain within the United States.

          We have been informed by our legal counsel in Israel, Naschitz, Brandes & Co., that there is doubt as to the enforceability of civil liabilities under U.S. securities laws in original actions instituted in Israel. However, subject to certain time limitations, an Israeli court may declare a foreign civil judgment enforceable if it finds that:

	•		the judgment was rendered by a court that was, according to the laws of the state of the court, competent to render the judgment;
	•		the judgment is no longer able to be appealed;
	•		the obligation imposed by the judgment is enforceable according to the rules relating to the enforceability of judgments in Israel and the substance of the judgment is not contrary to public policy; and
	•		the judgment is executory in the state in which it was given.

          Even if the above conditions are satisfied, an Israeli court will not enforce a foreign judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases) or if its enforcement is likely to prejudice the sovereignty or security of the State of Israel. An Israeli court also will not declare a foreign judgment enforceable if:

	•		the judgment was obtained by fraud;
	•		there was no due process;
	•		the judgment was rendered by a court not competent to render it according to the laws of private international law in Israel;
	•		the judgment is at variance with another judgment that was given in the same matter between the same parties and which is still valid; or
	•		at the time the action was brought in the foreign court a suit in the same matter and between the same parties was pending before a court or tribunal in Israel.

          If a foreign judgment is enforced by an Israeli court, it generally will be payable in NIS, which can then be converted into non-Israeli currency and transferred out of Israel. The usual practice in an action to recover an amount in non-Israeli currency is for the Israeli court to render judgment for the equivalent amount in NIS at the rate of exchange on the date of payment, but the judgment debtor also may make payment in non-Israeli currency. Pending collection, the amount of the judgment of an Israeli court stated in NIS ordinarily will be linked to the Israel consumer price index plus interest at the annual rate (set by Israeli law) prevailing at that time. Judgment creditors bear the risk of unfavorable exchange rates.

We have adopted anti-takeover provisions that could delay or prevent an acquisition of BackWeb, even if an acquisition would be beneficial to our shareholders.

          Provisions of Israel corporate and tax law and of our articles of association, such as our staggered Board, may have the effect of delaying, preventing or making more difficult a merger or other acquisition of BackWeb, even if an acquisition would be beneficial to our shareholders.

          Israeli corporate law regulates acquisitions of shares through tender offers, requires special approvals for transactions involving significant shareholders and regulates other matters that may be relevant to these types of transactions. Furthermore, Israeli tax considerations may make potential transactions unappealing to us or to some of our shareholders. In addition, our articles of association provide for a staggered board of directors.

Tax reform in Israel may reduce our tax benefit, which might adversely affect our profitability.

          On January 1, 2003, a comprehensive tax reform took effect in Israel. We performed an analysis of the likely implications of the tax reform legislation on our results of operations. Our evaluation concluded that the impact of the tax reform on both our corporate

and income tax framework would not have a material effect on our results and operations. This evaluation was based, in part, on the assumptions that we would not expand beyond the countries in which we already operate and that we would remain in a net operating loss for tax purposes for at least the next three years. We cannot assure you that these assumptions will be met, and the tax reform will not materially and adversely affect our results of operations.

Our results of operations may be negatively affected by the obligation of key personnel to perform military service.

          Certain of our officers and employees are currently obligated to perform annual reserve duty in the Israel Defense Forces and are subject to being called for active military duty at any time. Although we have operated effectively under these requirements since our inception, we cannot predict the effect these obligations will have on us in the future. Our operations could be disrupted by the absence, for a significant period, of one or more of our officers or key employees due to military service. Such military requirement could be increased in the event of war or military action involving Israel.

Risks Relating to Our Ordinary Shares

Our stock price has been volatile and could fluctuate in the future.

          The market price of our Ordinary Shares has been volatile. We expect our stock price to continue to fluctuate:

	•		in response to quarterly variations in operating results;
	•		in response to announcements of technological innovations or new products by us or our competitors or strategic allies;
	•		because of market conditions in the enterprise software or portal industry;
	•		in reaction to changes in financial estimates by securities analysts, and our failure to meet or exceed the expectations of analysts or investors;
	•		in response to our announcements of strategic relationships or joint ventures; and
	•		in response to sales of our Ordinary Shares.

          In the past, following periods of volatility in the market price of a particular company’s securities, securities class action litigation has often been brought against that company. We are currently subject to a securities class action described in Part II, Item 1 “Legal Proceedings” of this Quarterly Report, and the volatility of our stock price could make us a target for additional suits. Securities class action litigation could result in substantial costs and a diversion of our management’s attention and resources, which could seriously harm our business and results of operations.

If we do not regain compliance with the Nasdaq continued listing requirements within the time frame prescribed by Nasdaq, our Ordinary Shares may be delisted from trading on The Nasdaq Capital Market, and the ability of our shareholders to trade our shares and obtain liquidity for their shares, may be significantly impaired and the market price of our Ordinary Shares may decline significantly.

          In May 2006, Nasdaq implemented a change in its continued listing requirements to stipulate that non-U.S. companies must now comply with Nasdaq Marketplace Rule 4320(e)(2)(E)(i) (the Rule), which states that the closing per share bid price of Nasdaq listed companies must be at or above at $1.00. As a result, we must now comply with this Rule. On July 25, 2006, we received notification from Nasdaq indicating that for the last 30 consecutive business days, the bid price of our Ordinary Shares had closed below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market. In accordance with Nasdaq rules, we will be provided 180 calendar days, or until January 16, 2007, to regain compliance by having the bid price of our shares close at $1.00 per share or more for a minimum of 10 consecutive trading days. As of the date of this report, we have not regained compliance with this minimum per share bid price requirement. If we have not gained compliance by January 16, 2007, Nasdaq staff will determine if we continue to meet The Nasdaq Capital Market initial listing criteria as set forth in Marketplace Rule 4320(e), except for the bid price requirement. If we meet the initial listing criteria, Nasdaq staff will notify us that we have been granted an additional 180 calendar-day compliance period. If we are not eligible for an additional compliance period, Nasdaq staff will provide written notification that our Ordinary Shares will be delisted. At that time, we may appeal the Nasdaq staff’s determination to delist our Ordinary Shares to a Nasdaq Listing Qualifications Panel. We believe that it is likely that we will not be able to meet the initial listing requirements and we may not succeed in any appeal to the Nasdaq Listing Qualification Panel, and, as a result, our Ordinary Shares

may be delisted from trading on The Nasdaq Capital Market shortly after January 16, 2007. If this were to occur, we would likely pursue the transfer of our Ordinary Shares listing to the OTC Bulletin Board. If our Ordinary Shares are delisted from trading on the Nasdaq Capital Market and are transferred to the OTC Bulletin Board, then the trading market for our Ordinary Shares, and the ability of our shareholders to trade our shares and obtain liquidity for their shares, may be significantly impaired and the market price of our Ordinary Shares may decline significantly.

Holders of our Ordinary Shares who are United States residents face income tax risks.

          We believe that we will be classified as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes. Our treatment as a PFIC could result in a reduction in the after-tax return to the holders of our Ordinary Shares and may cause a reduction in the value of such shares. For U.S. federal income tax purposes, we will be classified as a PFIC for any taxable year in which either (i) 75% or more of our gross income is passive income, or (ii) at least 50% of the average value of all of our assets for the taxable year produce or are held for the production of passive income. For this purpose, cash is considered to be an asset, which produces passive income. Passive income also includes dividends, interest, royalties, rents, annuities and the excess of gains over losses from the disposition of assets, which produce passive income. As a result of our cash position and the decline in the value of our stock, we might be considered a PFIC under a literal application of the asset test that looks solely to market value. If we are a PFIC for U.S. federal income tax purposes, holders of our Ordinary Shares who are residents of the United States (“U.S. Holders”) would be required, in certain circumstances, to pay an interest charge together with tax calculated at maximum rates on certain “excess distributions,” including any gain on the sale of Ordinary Shares.

          The consequences described above can be mitigated if the U.S. Holder makes an election to treat us as a qualified electing fund, or QEF. A shareholder making the QEF election is required for each taxable year to include in income a pro rata share of the net capital gain of the QEF as long-term capital gain, subject to a separate election to defer payment of taxes, which deferral is subject to an interest charge. We have agreed to supply U.S. Holders with the information needed to report income and gain pursuant to a QEF election. The QEF election is made on a shareholder-by-shareholder basis and can be revoked only with the consent of the Internal Revenue Service, or IRS.

          As an alternative to making the QEF election, the U.S. Holder of PFIC stock which is publicly traded could mitigate the consequences of the PFIC rules by electing to mark the stock to market annually, recognizing as ordinary income or loss each year an amount equal to the difference as of the close of the taxable year between the fair market value of the PFIC stock and the U.S. Holder’s adjusted tax basis in the PFIC stock. Losses would be allowed only to the extent of net mark-to-market gain previously included by the U.S. Holder under the election for prior taxable years.

          All U.S. Holders are advised to consult their own tax advisers about the PFIC rules generally and about the advisability, procedures and timing of their making any of the available tax elections, including the QEF or mark-to-market elections.

Our officers, directors and affiliated entities own a large percentage of BackWeb and could significantly influence the outcome of actions.

          Our executive officers, directors , in the aggregate, beneficially owned approximately 27% of our outstanding Ordinary Shares as of September 30, 2006. These shareholders, if acting together, would be able to significantly influence all matters requiring approval by our shareholders, including the election of directors and the approval of mergers or other business combination transactions.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

          None.

Item 3. Defaults Upon Changes of Senior Securities

          None.

Item 4. Submission of Matters to a Vote of Security Holders

          None.

Item 5. Other Information

          None.

Item 6. Exhibits

     The following exhibits are filed herewith.

Exhibit
No.		Description
31.1		Certification of BackWeb’s Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of BackWeb’s Vice President, Finance, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certifications, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of BackWeb’s Chief Executive Officer and Vice President, Finance

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.

		BACKWEB TECHNOLOGIES LTD.
		By:		/s/ KEN HOLMES   Ken Holmes
Date: November 14, 2006				Vice President, Finance
				(Mr. Holmes is the Principal Financial Officer and has been duly authorized to sign on behalf of Registrant.)

EXHIBIT INDEX

Exhibit
No.		Description
31.1		Certification of BackWeb’s Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of BackWeb’s Vice President, Finance, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certifications, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of BackWeb’s Chief Executive Officer and Vice President, Finance