6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

July 13, 2006

Commission file number:
1-14251

SAP AG

(Exact name of registrant as specified in its charter)

SAP CORPORATION

(Translation of registrant’s name into English)

Dietmar-Hopp-Allee 16
69190 Walldorf
Federal Republic of Germany
(Address of principal executive offices)

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

Form 20-F þ                    Form 40-F o

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

Yes o                    No þ

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

TABLE OF CONTENTS

EX-99.1 Press Release Dated July 13, 2006

SAP AG

FORM 6-K

On July 13, 2006, SAP AG, a stock corporation organized under the laws of the Federal Republic of Germany (“SAP”), issued a press release (the “Press Release”) announcing SAP’s preliminary financial results for the second quarter ended June 30, 2006. The Press Release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

This press release discloses certain financial measures such as pro forma operating income, pro forma operating margin, pro forma net income, pro forma earnings per share (EPS) and currency-adjusted year-on-year changes in revenue and operating income. These measures are not prepared in accordance with generally accepted accounting principles and are, therefore, considered non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. The non-GAAP measures should be considered in addition to, and not as a substitute for, or superior to, operating income, or other measures of financial performance prepared in accordance with generally accepted accounting principles. The pro forma measures used by SAP may be different from pro forma measures used by other companies.

Management believes that pro forma operating income, pro forma net income and pro forma EPS provide supplemental meaningful information to the investor to fully assess the financial performance of SAP’s core operations. The pro forma operating measures disclosed are the same SAP uses in its internal management reporting and as criteria for variable elements of management compensation.

Eliminated expenses in pro forma operating income, pro forma operating margin, pro forma net income and pro forma EPS are defined as follows:

• Stock-based compensation includes expenses for stock-based compensation as defined under U.S. GAAP (STAR, LTI, SOP, EDSP and Incentive Plan 2010) as well as expenses related to the settlement of stock-based compensation plans in the context of mergers and acquisitions. Management excludes stock-based compensation expenses because SAP has no direct influence over the actual expense of these awards once the Company enters into stock-based compensation plans.

• Acquisition-related charges include amortization of intangible assets acquired in acquisitions of businesses or intellectual property.

• Impairment-related charges include other-than-temporary impairment charges on minority equity investments.

As used herein, “GAAP” refers to generally accepted accounting principles in the United States.

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Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should” and “will” and similar expressions as they relate to SAP are intended to identify such forward-looking statements. SAP undertakes no obligation to publicly update or revise any forward-looking statements. All forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. The factors that could affect SAP’s future financial results are discussed more fully in SAP’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including SAP’s most recent Annual Report on Form 20-F for 2005 filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.

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EXHIBITS

Exhibit No.		Exhibit
	99.1	Press Release dated July 13, 2006

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SAP AG (Registrant)
By:	/s/ Henning Kagermann
	Name:	Prof. Dr. Henning Kagermann
	Title:	Chairman and CEO
By:	/s/ Werner Brandt
	Name:	Dr. Werner Brandt
	Title:	CFO

Date: July 13, 2006

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EXHIBIT INDEX

Exhibit No.		Exhibit
	99.1	(i) Press Release dated July 13, 2006

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EX-99.1

SAP Announces 2006 Second Quarter Preliminary Results
Company Reaffirms Full-Year 2006 Outlook

     WALLDORF — July 13, 2006 — SAP AG (NYSE: SAP) announced today that after a preliminary review of its 2006 second quarter results, it expects second quarter 2006 software revenues to be approximately €621 million, representing an increase of 8% (10% at constant currencies ^*) compared to the second quarter of 2005. Second quarter 2006 product revenues are expected to be approximately €1.48 billion, representing an increase of 9% (10% at constant currencies ^*) compared to the same quarter last year. Total revenues for the 2006 second quarter are expected to be approximately €2.20 billion, which represents an increase of 9% (9% at constant currencies ^*) compared to the 2005 second quarter.

     The second quarter 2006 pro forma operating income is expected to be around €558 million, representing an increase of 13% compared to the second quarter of last year and the pro forma operating margin is expected to increase by approximately 80 basis points to 25.4% compared to the second quarter of 2005. The second quarter pro forma net income is expected to be approximately €432 million, representing an increase of 38% compared to the same quarter last year and pro forma earnings per share is expected to be approximately €1.41 per share, which represents an increase of 38% compared to the second quarter of 2005. The second quarter 2006 pro forma operating margin can be reconciled to the operating margin by adjusting operating income for stock-based compensation (approximately €16 million) and acquisition-related charges (approximately €11 million).

     The Company also announced that it reaffirmed its outlook for 2006 and as a result it continues to provide the following outlook for the full-year 2006 as described in its April 20, 2006 first quarter results press release.

SAP Announces 2006 Second Quarter Preliminary Results Page 2

• The Company expects full-year 2006 product revenues to increase in a range of 13% - 15% compared to 2005. This growth rate is based on the Company’s expectation for full-year 2006 software revenue growth in a range of 15% - 17% compared to 2005.

• The Company expects the full-year 2006 pro forma operating margin, which excludes stock-based compensation and acquisition-related charges, to increase in a range of 0.5 - 1.0 percentage points compared to 2005.

• The Company expects full-year 2006 pro forma earnings per share, which exclude stock-based compensation, acquisition-related charges and impairment-related charges, to be in a range of €5.80 to €6.00 per share.

• The outlook is based on an assumed U.S. Dollar to Euro exchange rate of $1.23 per €1.00.

     SAP will provide further details of its second quarter and first half 2006 preliminary results on July 20th.

     Additional information:

     “With our results in the first half of 2006 we are within our targeted range for product revenue growth, pro forma operating margin growth and pro forma earnings per share,” said Henning Kagermann, CEO of SAP. “Therefore we remain confident for the remainder of 2006 as demonstrated by the reaffirmation of our full-year 2006 outlook.”

     Mr. Kagermann continued, “Our order entry is strong and we continue to see a robust pipeline. Product launches are moving forward as planned and customer interest in new solutions like mySAP ERP 2005, Duet and SAP Analytics is strong.”

SAP Announces 2006 Second Quarter Preliminary Results Page 3

     The Americas region, which includes the U.S., Canada and Latin America, is expected to report software revenues of €239 million for the second quarter of 2006, representing an increase of 18% (21% at constant currencies ^*) compared to the second quarter of 2005. In the U.S., software revenues for the second quarter of 2006 are expected to increase by 16% (20% at constant currencies ^*) to €201 million compared to the second quarter of 2005. In the EMEA (Europe, Middle East and Africa) region, second quarter 2006 software revenues are expected to increase 3% (3% at constant currencies ^*) to €296 million. Second quarter 2006 software revenues in Germany are expected to increase 8% to €100 million. In the APA (Asia/Pacific) region, second quarter 2006 software revenues are expected to be flat (4% increase at constant currencies ^*) to €86 million. Second quarter 2006 software revenues in Japan are expected to decrease 4% (4% increase at constant currencies ^*) to €23 million.

     SAP senior management will host a conference call today at 4:00 PM (CET) / 3:00 PM (GMT) / 10:00 AM (Eastern) / 7:00 AM (Pacific). The conference call will be web cast live on the Company’s website at <http://www.sap.com/investor> and will be available for replay purposes as well.

Footnotes

*) SAP calculates “constant-currency” year-on-year changes in revenue and operating income by translating foreign currencies using the average exchange rates from 2005 instead of 2006. SAP believes that such constant-currency measures provide supplemental meaningful information for investors as they show how the Company would have performed if it had not been affected by changes in exchange rates.

For more information, press only:
Herbert Heitmann, +49 (6227) 7-61137, herbert.heitmann@sap.com, CET
Tony Roddam, +49 (6227) 7-49133, tony.roddam@sap.com, CET
Frank Hartmann, +49 (6227) 7-42548, f.hartmann@sap.com, CET

For more information, financial community only:
Stefan Gruber, +49 (6227) 7-44872, investor@sap.com, CET
Martin Cohen, +1 (212) 653-9619, investor@sap.com, EST