FORM 8-K

CURRENT REPORT

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

Date of report (Date of earliest event reported) December 16, 2004

QAD Inc.

(Exact name of registrant as specified in its charter)

Delaware

0-22823

77-0105228

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

6450 Via Real, Carpinteria, California		93013
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code (805) 684-6614

Item 8.01 Other Events

On December 15, 2004, QAD Inc. issued a press release announcing its Board of Directors approved a fiscal 2005 fourth quarter dividend of $0.025 per share of common stock. A copy of this press release is furnished with this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

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.

QAD Inc.

(Registrant)

Date: December 16, 2004	By	/s/ DANIEL LENDER
		Daniel Lender
		Chief Financial Officer
		(on behalf of the Registrant and as
		Principal Financial Officer)