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

Date of Report (Date of earliest event reported): July 6, 2004

Ascential Software Corporation

(Exact name of registrant as specified in charter)

Delaware	000-15325	94-3011736
(State or other jurisdiction of incorporation	(Commission File Number)	(IRS Employer Identification No.)

50 Washington Street Westborough, Massachusetts	01581
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (508) 366-3888

Not Applicable (Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 12. Results of Operations and Financial Condition
SIGNATURE
EXHIBIT INDEX
EX-99.1 PRESS RELEASE DATED JULY 6, 2004

Item 12. Results of Operations and Financial Condition

     On July 6, 2004, Ascential Software Corporation announced certain of its financial results for the quarter ended June 30, 2004. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

     The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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.

Date: July 6, 2004	ASCENTIAL SOFTWARE CORPORATION
	By:	/s/ Peter Gyenes
		Peter Gyenes
		Chairman and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated July 6, 2004

EX-99.1

                                                                    Exhibit 99.1

          ASCENTIAL SOFTWARE REPORTS PRELIMINARY SECOND QUARTER RESULTS
              SCHEDULES CONFERENCE CALL FOR 5:00 PM (EASTERN) TODAY


WESTBORO, MASS., JULY 6, 2004 - Ascential Software Corporation (Nasdaq: ASCL),
the enterprise data integration leader, today announced preliminary results for
the second quarter ended June 30, 2004.

The company expects total revenue for the second quarter to be in the range of
$63.5 million to $64.5 million. License revenue is expected to be in the range
of $24 million to $25 million. Net income for the second quarter is expected to
be between $0.02 and $0.03 per diluted share. On a pro forma basis, as described
below, net income for the second quarter is expected to be between $0.04 and
$0.05 per diluted share.

"We are disappointed by our second quarter results, specifically in our license
revenue," commented Peter Gyenes, Ascential Software chairman and chief
executive officer. "In the enterprise market, spending continues to be cautious
and highly disciplined, which has caused several transactions to close later
than expected, or not yet close, due to an extended procurement process."

Mr. Gyenes continued, "Nevertheless, our business continues to demonstrate
customers' growing strategic focus on data integration at the enterprise level
and continually growing adoption of Ascential Software's differentiated
approach. While the enterprise-scale opportunities that we target are more prone
to extended sales cycles, especially in current market conditions, we continue
to be encouraged by our competitive wins and the growing pipeline of projects
with substantial enterprise scope. We have therefore continued our investment in
expanding sales, services, and product development resources along with an
increased level of marketing activities. We believe this investment will drive
additional opportunities to mitigate the effects of uncertain close rates in the
current environment."



Outlook and Guidance

The company is currently anticipating third quarter license and total revenue to
approximate currently expected levels for the second quarter, barring unforeseen
circumstances. The added contribution of recently hired sales representatives is
anticipated to generally offset the summer quarter seasonal effects on revenue
levels. Operating results and earnings per share for the third quarter are also
expected to be approximately the same as expected levels for the second quarter,
barring unforeseen circumstances.

"We believe the trend toward data-centric approaches to enterprise-scale
integration solutions will continue to enhance our opportunities for growth,
although clearly at a moderated pace from our earlier expectations," continued
Mr. Gyenes. "We currently anticipate revenue for the full year 2004 to be in the
range of $255 million to $265 million. We believe the adoption of our
differentiated





approach will continue, and gain momentum as we bring continued innovation and
planned product releases to market. We believe that our investments in expanding
our resources to enable more coverage of enterprise opportunities and to
accelerate product developments will produce leverage for us as the market
develops."

The company will be discussing certain of its preliminary second quarter 2004
results on a conference call today beginning at 5:00 p.m. (Eastern). The call
can be accessed on the Ascential Software web site at
www.ascential.com/investors. Please go to the web site at least fifteen minutes
prior to the call to register, download and install any necessary audio
software. There will also be a replay available at the same web site address, or
by calling 888-568-0634.

The final second quarter 2004 results will be announced on July 21, 2004 after
close of the market, and will be followed by a conference call. Information on
accessing that call will be provided shortly in a separate release.

The company believes that the pro forma results described in this release are
useful for an understanding of its ongoing operations because GAAP results
include amounts unrelated to the company's ongoing data integration business.
These items are expected to aggregate approximately $0.02 per diluted share for
the second quarter. Management of the company uses these pro forma results to
compare the company's performance to that of prior periods for analysis of
trends, and to evaluate the company's financial strength, develop budgets,
manage expenditures, and develop a financial outlook. Pro forma results are
supplemental and are not intended as a substitute for GAAP results. Relative to
GAAP, pro forma results described in this release exclude the following items,
net of associated taxes: amortization of purchased intangibles, such as
developed technology and customer lists; amortization of stock-based
compensation; non-recurring acquisition-related transition expenses; and
expenses and other items related to divested business operations.


ABOUT ASCENTIAL SOFTWARE

Ascential Software Corporation (Nasdaq: ASCL) is the leader in enterprise data
integration. Customers and partners worldwide use the Ascential Enterprise
Integration Suite(TM) to confidently transform data into accurate, reliable and
complete business information to improve operational performance and
decision-making across every critical business dimension. Our comprehensive
end-to-end solutions provide on demand data integration complemented by our
professional services, industry expertise, and methodologies.

Ascential Software is headquartered in Westboro, Mass., and has more than 3,000
customers and partners globally across such industries as financial services and
banking, insurance, healthcare, retail, manufacturing, consumer packaged goods,
telecommunications and government. For more information call 1-800-966-9875 (or
1-508-366-3888 from outside the U.S. or Canada) or visit the Ascential Software
website at www.ascential.com.


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Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: This public announcement contains forward-looking statements that are
subject to numerous risks and uncertainties. These forward-looking statements
address a variety of subjects including, for example, financial measures such as
revenue and income; customer focus on data integration at the enterprise level;
adoption of our product offerings; sale cycle length; project pipeline;
investment in resources and marketing and the results thereof; contribution of
sales force; seasonal effects; market trends; growth opportunities; and the
usefulness of pro forma results. Any statements contained in this public
announcement, including without limitation statements to the effect that the
company or its management "believes," "expects," "anticipates," "plans," "may,"
"will," "projects," "continues," "intends" or "estimates," or statements
concerning "potential" or "opportunity" or other variations thereof or
comparable terminology or the negative thereof that are not statements of
historical fact should be considered forward-looking statements as a result of
certain risks and uncertainties. These risks and uncertainties could cause
actual results and events materially to differ for historical or anticipated
results and events. The following factors, among others, could cause actual
results to differ materially from those described in these forward-looking
statements: the closing of the company's books and customary quarter-end
accounting procedures; the ability of Ascential Software to expand its market
share; growth rates for the enterprise data integration software market; general
business conditions in the software industry, the technology sector, and in the
domestic and international economies; rapid technological change in the markets
served by Ascential Software; dependence on international operations; global and
geopolitical instability; impact of product line divestitures; and difficulties
that Ascential Software may experience integrating technologies, operations and
personnel of completed or future acquisitions. The financial measures discussed
in this press release are preliminary estimates and are subject to final results
for the periods covered. Actual results for future periods may differ from those
projected. Please review carefully the description of risks and uncertainties
that, together with other detailed information about the company, is contained
in the periodic reports that the company files from time to time with the
Securities and Exchange Commission, including the company's most recent annual
report on Form 10-Q. The forward-looking statements and financial measures
contained herein represent the judgment of Ascential Software, as of the date of
this release, and Ascential Software disclaims any intent or obligation to
update such forward-looking statements to reflect any change in Ascential's
expectations with regard thereto or any change in events, conditions, and
circumstances on which such statements are based.

(C)2004 Ascential Software Corporation. All rights reserved. Ascential and
Ascential Enterprise Integration Suite are trademarks of Ascential Software
Corporation or its affiliates and may be registered in the United States or
other jurisdictions. Other marks are the property of the owners of those marks.




FOR MORE INFORMATION, CONTACT:

Chas Kielt                                David Roy
Ascential Software Corporation            Ascential Software Corporation
(508) 366-3888 x3256                      (508) 366-3888 x3290
chas.kielt@ascential.com                  david.roy@ascential.com

Kristina White                            Gordon McCoun/Julie Prozeller
Porter Novelli                            Financial Dynamics
(617) 897-8200                            (212) 850-5600
kristina.white@porternovelli.com          gmccoun@fd-us.com
                                          jprozeller@fd-us.com


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