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

Date of report (Date of earliest event reported): October 25, 2006

Mercury Interactive Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-22350	77-0224776
(Commission File Number)	(I.R.S. Employer Identification No.)
379 North Whisman Road,
Mountain View, California	94043
(Address of Principal Executive Offices)	(Zip Code)

(650) 603-5200

(Registrant’s Telephone Number, Including Area Code)

With a copy to:

Bruce Alan Mann, Esq.
Michael G. O’Bryan, Esq.
Jaclyn Liu, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105

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):

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

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

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

o 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 25, 2006, Mercury Interactive Corporation (the “Company”)(OTC: MERQ) issued a press release announcing selected preliminary financial results for the quarter ended September 30, 2006.  A copy of the press release, dated as of October 25, 2006, is furnished as Exhibit 99.1 to this Current Report and is incorporated herein in its entirety.

ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS.

(d)   Exhibits

The following exhibit is furnished herewith:

Exhibit No.	Description
99.1	Press release dated October 25, 2006

This exhibit is furnished with this Current Report on Form 8-K and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this report and irrespective of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

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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.

	MERCURY INTERACTIVE CORPORATION
Date: October 25, 2006	By:	/s/ DAVID J. MURPHY
		David J. Murphy
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated October 25, 2006

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EX-99.1

Exhibit 99.1

Investor Relations Contact
Michelle Ahlmann, 650.603.5464

Public Relations Contact
Dave Peterson, 650.603.5231

Mercury Reports Selected Preliminary Third Quarter Results

·Q3 2006 Total Revenue of 20 percent to 22 percent growth over Q3 2005

·Q3 2006 Combined Product and Maintenance Revenue of 24 percent to 26 percent growth over Q3 2005

·Company reports 24 deals greater than $1 million

MOUNTAIN VIEW, CALIF. — OCTOBER 25, 2006 — Mercury Interactive Corporation (OTC: MERQ), the global leader in business technology optimization (BTO) software, today announced that, based on its preliminary review of its third quarter results, it expects total revenue growth to be in the range of 20 percent to 22 percent over the third quarter of 2005. Combined product and maintenance revenue growth is expected to be in the range of 24 percent to 26 percent over the third quarter of 2005. In addition, Mercury BTO Enterprise continues to play an important role in the company’s overall financial performance, demonstrated by 24 deals greater than $1 million in the third quarter of 2006.

“I am extremely proud of our performance in the third quarter and I would like to thank our customers and partners for continuing to invest in our BTO Enterprise products at record levels,” said Tony Zingale, president and chief executive officer at Mercury. “It is clear that CIOs are turning to BTO to help them reduce costs, improve delivery time, and drive positive business outcomes from their IT initiatives.”

ABOUT MERCURY

Mercury Interactive Corporation (OTC: MERQ), the global leader in business technology optimization (BTO) software, is committed to helping customers optimize the business value of information technology. Founded in 1989, Mercury conducts business worldwide and is one of the largest enterprise software companies today. Mercury provides software and services for IT Governance, Application Delivery, and Application Management. Customers worldwide rely on Mercury offerings to govern the priorities, processes and people of IT and test and manage the quality and performance of business-critical applications. Mercury BTO offerings are complemented by technologies and services from global business partners. For more information, please visit http://www.mercury.com.

FORWARD LOOKING STATEMENTS

This press release contains “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties related to the finalization of Mercury’s results for the third quarter of fiscal year 2006 and Mercury’s future business prospects and product and service offerings. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Mercury’s actual results may differ materially from the results predicted or from any other forward-looking statements made by, or on behalf of, Mercury, and reported results should not be considered as an indication of future performance. The potential risks and uncertainties include, among other things: (1) revenues, expenses and earnings per share for the third quarter of fiscal year 2006; (2) the mix of perpetual and term licenses in the third

Mercury Reports Selected Preliminary Third Quarter Results                                                      Page 2

quarter of fiscal year 2006, and the effect of the timing of the recognition of revenue from products sold under term licenses; (3) the relative growth rates of product, maintenance and professional services revenue; (4) costs incurred by Mercury in connection with the Special Committee and Special Litigation Committee investigations and the SEC investigation; (5) dependence of Mercury’s financial growth on the continued success and acceptance of its existing and new software products and services, and the success of its BTO strategy; (6) the timing of the availability of Mercury products, services, product enhancements and service enhancements; (7) the failure of Mercury products, services, product enhancements and service enhancements to meet customers’ expectations, needs or perform as described; (8) the ability to increase sales through Mercury’s direct and indirect channels, as well as international sales; (9) intense competition for Mercury’s products and services; (10) the impact of the expensing of stock options and stock purchases under Mercury’s employee stock purchase program pursuant to Financial Accounting Standards Board’s Statement 123R; (11) the timing for the acquisition of Mercury by Hewlett-Packard Company; and (12) the additional risks and important factors described in Mercury’s SEC reports, including the Annual Report on Form 10-K for the year ended December 31, 2005, which is available at the SEC’s website at http://www.sec.gov. All of the information in this press release is made as of October 25, 2006, and Mercury undertakes no duty to update this information.

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Mercury, Mercury Interactive and the Mercury logo are trademarks of Mercury Interactive Corporation and may be registered in certain jurisdictions. Other product and company names are used herein for identification purposes only, and may be trademarks of their respective companies.

MERCURY INTERACTIVE CORPORATION

379 N. Whisman Road

Mountain View, CA 94043

Tel: (650) 603-5200 Fax: (650) 603-5300

www.mercury.com