8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

______________________

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):

May 12, 2006

Porta Systems Corp.

(Exact name of registrant as specified in its charter)

Commission File Number: 1-8191

Delaware (State or other jurisdiction of incorporation or organization)	11-2203988 (IRS Employer Identification No.)
6851 Jericho Turnpike, Syosset, New York (Address of principal executive offices)	11791 (Zip Code)

516-364-9300

(Registrant’s telephone number, including area code)

Not Applicable

(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:

[  ]    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 May 12, 2006, the Company issued a press release reporting the results of operations for the first quarter ended March 31, 2006.

Item 9.01    Financial Statements and Exhibits

(c)            Exhibits

99.1Press release issued May 12, 2006.

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, hereunto duly authorized.

	Porta Systems Corp.
Date: May 18, 2006	By:       /s/ Edward B. Kornfeld
	Edward B. Kornfeld
	Chief Executive Officer and
	Chief Financial Officer

EX-99.1

Exhibit 99.1

CONTACT:

Edward B. Kornfeld

Chief Executive Officer and

Chief Financial Officer

Porta Systems Corp.

(516) 364-9300

FOR IMMEDIATE RELEASE

PORTA SYSTEMS CORP. REPORTS RESULTS FOR THE QUARTER

ENDED MARCH 31, 2006

Syosset, NY - May 12, 2006 - Porta Systems Corp. (OTCBB:PYTM) today reported operating income for the quarter ended March 31, 2006 of $924,000 compared to operating income of $1,545,000 for the quarter ended March 31, 2005.

The Company reported net income of $605,000, or $0.06 per share (basic and diluted), for the quarter ended March 31, 2006 as compared with a net income of $1,203,000, or $0.12 per share (basic and diluted), for the comparable quarter of 2005.

Sales for all units were $8,043,000 for the quarter ended March 31, 2006 versus $7,615,000 for the quarter ended March 31, 2005, an increase of $428,000 (6%). Copper Connection/Protection sales were $6,488,000 versus $5,707,000 for the quarters ended March 31, 2006 and 2005, respectively. This 14% increase is primarily a result of an increase in sales to British Telecommunications as a result of British Telecommunications’ continuing rollout of DSL lines, and its implementation of the local loop unbundling program demanded by regulators in the United Kingdom to enable third party providers of the telephone service to gain access to British Telecommunications’ systems. Signal Processing sales for the quarter ended March 31, 2006 were $1,412,000 versus $1,656,000 for the quarter ended March 31, 2005, a decrease of $244,000 (15%). The decline in Signal Processing revenue from the first quarter of 2005 resulted from a level of sales in the 2005 quarter which included products for which shipments had been delayed from the fourth quarter of 2004 because of our cash difficulties which affected our ability to ship products in 2004. OSS sales were $105,000 for the quarter ended March 31, 2006 versus $208,000 for the quarter ended March 31, 2005, a decrease of $103,000 (50%). The decreased sales, all of which were generated from maintenance agreements, resulted from the reduction in the scope of our OSS operations.

The overall gross margin for all business units was 34% for the quarter ended March 31, 2006, compared to 41% for the quarter ended March 31, 2005. This decrease is primarily related to a change in products sold to British Telecommunications in the quarter ended March 31, 2006, from the higher gross margin DSL products to the lower margin local loop unbundling products from our Line segment and additional freight costs associated with on time deliveries to customers. Also, our Signal segment gross margin slightly decreased during the quarter due to a shift to lower margin product sales to customers.

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Porta Systems Corp. Press Release May 12, 2006 Page 2

Operating expenses for the quarter ended March 31, 2006 increased by $213,000 (13%), compared to the first quarter of 2005. This increase relates primarily to increased spending by our Line segment to enhance our existing line products and development of new line products, and by increased marketing activities of our Signal segment.

The Company’s Line and Signal Processing business units operated profitably during the quarter ended March 31, 2006, with operating income of $1,204,000 and $384,000, respectively. The OSS unit incurred an operating loss of $82,000 for the quarter.

On March 31, 2006, the Company’s outstanding senior debt, including accrued interest, was $24,404,000 which matures on September 30, 2006 or earlier if we fail to meet required milestones and the holder of the senior debt calls a default. We cannot give any assurance that the holder of the senior debt will extend the loan beyond September 30, 2006 or will not accelerate the loan if we fail to meet a required milestone. If the holder does not extend the maturity date of our obligations or demands payment of all or a significant portion of our obligations due, we will not be able to continue in business.

Porta Systems Corp. designs, manufactures, markets and supports communication equipment used in telecommunications, video and data networks worldwide.

Statements in this press release may be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates and projections about the Company's business based, in part, on assumptions made by management.  These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in the Company's filings with the Securities and Exchange Commission, including the Risk Factors and the Management's Discussion and Analysis of Financial Conditions and Results of Operations in the Form 10-K for the year ended December 31, 2005 and Form 10-Q for the quarter ended March 31, 2006. Any forward-looking statements could be affected by risks and uncertainties related to our financial condition, our relationship with the holder of our senior and subordinated debt, including the willingness or unwillingness of the holder of the senior debt to extend the maturity date of the senior debt and the amount and timing of any payments which the holder of the senior debt may require, our ability to sell any or all of our divisions or effect a restructure of our business and our debt and equity structure on terms acceptable to the holder of the senior debt, our relationship with British Telecommunications including its continued requirements for our products, factors which affect the telecommunications industry, market and customer acceptance, our access to current technology, competition, domestic and foreign government regulations and requirements and pricing, as well as general industry and

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Porta Systems Corp. Press Release May 12, 2006 Page 3

market conditions and growth rates, and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release.

-See Accompanying Table-

Porta Systems Corp. and Subsidiaries

Condensed Consolidated Statement of Operations

Quarter ended March 31,

(in thousands except per share amounts)

	Quarter ended March 31,
		2006			2005
Sales	$	8,043		$	7,615
Gross profit		2,735			3,143
Total operating expenses		1,811			1,598
Operating income		924			1,545
Interest expense, net		(296	)		(325	)
Income before income taxes		628			1,220
Income tax expense		(23	)		(17	)
Net income	$	605		$	1,203
Per share data:
Basic per share amounts:
Net income per share	$	0.06		$	0.12
Weighted average shares
outstanding		10,076			9,972
Diluted per share amounts:
Net income per share	$	0.06		$	0.12
Weighted average shares
outstanding		10,106			10,005

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