8-K

                       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

                                FEBRUARY 9, 2004
                                 Date of Report
                        (Date of earliest event reported)


                           PERSISTENCE SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                 (State or other jurisdiction of incorporation)

   000-25857                              94-3138935
   (Commission File Number)               (I.R.S. Employer Identification No.)


                     1720 SOUTH AMPHLETT BLVD., THIRD FLOOR
                           SAN MATEO, CALIFORNIA 94402
             (Address of principal executive offices, with zip code)

                                 (650) 372-3600
              (Registrant's telephone number, including area code)



ITEM 5.           OTHER EVENTS AND REGULATION FD DISCLOSURE.

         On February 9, 2004, the Registrant issued a press release announcing
that it has received notification from The Nasdaq Stock Market that it has
regained compliance and will continue its listing on The Nasdaq SmallCap Market.
The information contained in the press release dated February 9, 2004 is
incorporated herein by reference and attached to this Current Report on Form 8-K
as Exhibit 99.1.


ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

Exhibit 99.1               Press Release dated February 9, 2004.



                                   SIGNATURES


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


                                                 PERSISTENCE SOFTWARE, INC.



Date:  February 9, 2004                          By: /s/ Christopher T. Keene
                                                    --------------------------
                                                     Christopher T. Keene
                                                     Chief Executive Officer



                                  EXHIBIT INDEX

99.1                      Press Release dated February 9, 2004

EX-99.1

EXHIBIT 99.1

Persistence Software, Inc.                                    [PERSISTENCE LOGO]
1720 South Amphlett Boulevard
San Mateo, California 94402
650-372-3600 o 650-341-8432 Fax
www.persistence.com


FOR IMMEDIATE RELEASE                                             PRESS RELEASE

CONTACT:
- --------
Brian Tobin                         Professional Investment Community and Media:
Persistence Software, Inc.          Joe Diaz or Joe Dorame
650.372.3600                        RCG Capital Markets Group, Inc.
btobin@persistence.com              480.675.0400


                       PERSISTENCE SOFTWARE, INC. REGAINS
                       NASDAQ SMALL-CAP MARKET COMPLIANCE

SAN MATEO, Calif.--February X, 2004--PERSISTENCE(R) SOFTWARE, INC. (NASDAQ:
PRSW), announced today that it has received notification from The Nasdaq Stock
Market that it has regained compliance and will continue its listing on The
Nasdaq SmallCap Market. Based on the Company's Form 8-K, dated January 29, 2004,
The Nasdaq Listing Qualifications Staff has determined that the Company complies
with Rule 4310(c)(2)(B)(i).

ABOUT PERSISTENCE SOFTWARE
Founded in 1991, Persistence is a publicly traded company (NasdaqSC: PRSW).
Persistence Software provides innovative software tools to manage application
data. Persistence products have helped over 100 leading companies achieve
breakthrough performance, scalability and developer productivity, including
Adobe, Applied Biosystems, Citigroup, Eurocontrol, FedEx, Fiducia AG, Motorola,
NetJets, Prebon Yamane, Reuters, and Sabre.

EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS DISCUSSED IN
THIS PRESS RELEASE ARE FORWARD-LOOKING STATEMENTS INVOLVING RISKS AND
UNCERTAINTIES, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
IN SUCH FORWARD-LOOKING STATEMENTS. POTENTIAL RISKS AND UNCERTAINTIES INCLUDE,
BUT ARE NOT LIMITED TO, PERSISTENCE SOFTWARE'S LIMITED OPERATING HISTORY,
POTENTIAL FLUCTUATIONS IN OUR OPERATING RESULTS, OUR POTENTIAL NEED TO RAISE
CASH IN THE FUTURE, UNCERTAINTIES RELATED TO OUR LONG SALES CYCLE, OUR RELIANCE
ON A RELATIVELY SMALL NUMBER OF CUSTOMERS, OUR DEPENDENCE ON THE JAVA
PROGRAMMING LANGUAGE AND THE ENTERPRISE JAVABEANS STANDARD BECOMING WIDELY
ACCEPTED STANDARDS, FAILURE TO MANAGE OUR RESOURCES OR ATTRACT AND RETAIN THE
SERVICES OF KEY EMPLOYEES, OUR NEED TO DELIVER PRODUCTS THAT ARE FREE OF DEFECTS
AND ERRORS AND MEET RAPIDLY CHANGING TECHNOLOGY STANDARDS AND CUSTOMER
REQUIREMENTS, OUR NEED TO BUILD A STRONG DIRECT SALES TEAM AND DEVELOP THIRD
PARTY SALES CHANNELS, OUR DEPENDENCE ON ENTERPRISE-WIDE SYSTEM DEPLOYMENTS, AND
OUR NEED TO ADDRESS COMPETITION FROM COMPANIES WITH SUBSTANTIALLY GREATER
RESOURCES. FURTHER INFORMATION REGARDING THESE AND OTHER RISKS AND UNCERTAINTIES
IS INCLUDED IN OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31,
2002, THE QUARTERLY REPORTS ON FORM 10Q FOR THE QUARTERS ENDED MARCH 31, 2003,
JUNE 30, 2003 AND SEPTEMBER 30, 2003 IN OUR OTHER FILINGS WITH THE SECURITIES
AND EXCHANGE COMMISSION.


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