8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

October 1, 2004

Date of Report (Date of earliest event reported)

BLUE MARTINI SOFTWARE, INC.

(Exact name of Registrant as specified in its charter)

Delaware	0-30925	94-3319751
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

2600 Campus Drive

San Mateo, California 94403

(Address of principal executive offices, including zip code)

(650) 356-4000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

On October 1, 2004, Blue Martini Software, Inc. issued a press release announcing preliminary financial results for the third quarter of 2004.

A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit	Description of Document
99.1	Press Release, dated October 1, 2004, entitled “Blue Martini Software Announces Preliminary Financial Results for the Third Quarter of 2004.”

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SIGNATURES

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

BLUE MARTINI SOFTWARE, INC.
(Registrant)
Dated: October 1, 2004
By:	/s/ Eran Pilovsky
	Eran Pilovsky
	Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit	Description of Document
99.1	Press Release, dated October 1, 2004, entitled “Blue Martini Software Announces Preliminary Financial Results for the Third Quarter of 2004.”

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EX-99.1

Exhibit 99.1

Blue Martini Software Announces Preliminary Financial Results For The Third Quarter of 2004

SAN MATEO, Calif., (10/01/2004)— Blue Martini Software, Inc. (NASDAQ: BLUE), a leading provider of sales optimization software, today announced preliminary results for the third quarter of 2004. The company currently expects license revenues of approximately $1.6 million for the third quarter of 2004. The company estimates net cash used during the quarter to be approximately $4 million. Net loss and other financial results will be determined after completion of the company’s quarter-end financial close and review. Final financial results will be reported on Tuesday, October 26, 2004.

The company also announced that it reduced its ongoing employee headcount from approximately 200 as of the beginning of the quarter to approximately 120.

Blue Martini Software’s final third-quarter financial results will be discussed Tuesday, October 26, 2004 at 4:30 pm ET (1:30 pm PT) and available by calling (303) 262-2131 at least 5 minutes prior to the start time, or by logging in to the investor relations section at www.bluemartini.com. A replay of the call will be available through November 9, 2004 by dialing 303-590-3000, passcode #11010797. The conference call will be webcast live over the Internet and a replay of the webcast will be available for at least three months at the investor relations section of Blue Martini Software’s website at www.bluemartini.com.

About Blue Martini Software: Blue Martini Software is a leading provider of sales optimization solutions. Our software proactively guides sales people, partners, and customers through sales interactions, helping them to sell more. Over 160 companies worldwide including Carrefour, DuPont, Harley Davidson, Kohl’s, Mitsubishi, Panasonic, Saks Fifth Avenue, and Sprint have licensed our sales optimization systems to sell more effectively. Blue Martini Software is headquartered in San Mateo, California and can be reached at 650-356-4000 or www.bluemartini.com

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Note to editors: “Blue Martini” and “Blue Martini Software” are trademarks of Blue Martini Software, Inc., 2600 Campus Drive, San Mateo, CA 94403. Other product and company names may be the trademarks of their respective owners.

This news release regarding Blue Martini Software’s preliminary third quarter financial results includes forward-looking statements, based on current expectations, that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those referred to in the forward-looking statements. Such factors include, but are not limited to: risks associated with quarterly fluctuations in Blue Martini Software’s revenues or other operating results; risks associated with failure by Blue Martini Software to meet financial expectations of analysts and investors; risks associated with the development and licensing of software generally, including potential delays in software development or release, technical difficulties in software deployment or use, and long and variable sales cycles; competition and technological changes and developments; financial and other impacts of staffing reductions and other cost-control measures; risks associated with foreign operations and economies; and general economic and market conditions. Details on these and other risks are set forth in Blue Martini Software’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission (“SEC”). These filings are available on a website maintained by the SEC at www.sec.gov. Blue Martini Software assumes no obligation to update the information contained in this press release.

Contacts:

Investors:

Lasse Glassen

Financial Relations Board

310-407-6517

ir@bluemartini.com

Media:

Laurie Gibson

b3 Communications

650-969-0764

lgibson@b3communications.com