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): May 3, 2006

Mercury Interactive Corporation

(Exact name of registrant as specified in its charter)

Delaware	0-22350	77-0224776
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

379 North Whisman Road, Mountain View, California 94043

(Address of Principal Executive Offices)

(Registrant’s Telephone Number, Including Area Code)

(650) 603-5200

(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)

¨ Solicitation material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 241.14a-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 1.01. Entry into a Material Definitive Agreement.

Mercury Interactive Corporation (the “Company”) (OTC: MERQ) previously announced that it was soliciting consents from the holders of its $300 million aggregate principal amount of 4.75% Convertible Subordinated Notes due 2007 (the “2007 Notes”) and from the holders of its $500 million aggregate principal amount of Zero Coupon Senior Convertible Notes due 2008 (the “2008 Notes”). In each case, the Company was requesting a waiver, until the stated maturity of the 2007 Notes and the 2008 Notes, as applicable (the “Waivers”), of any default or event of default under the terms of the Indentures governing such notes arising from the Company not meeting its requirement to timely file with the Securities and Exchange Commission and with the trustee of such notes, those reports required to be filed under the Securities Exchange Act of 1934. On May 4, 2006, the Company issued a press release announcing that as of 5:00 p.m. Pacific time on May 3, 2006, the holders of a majority of each of the 2007 Notes and the 2008 Notes had consented to the Waivers and that the consent solicitation period was closed and the Waivers have become effective. A copy of the press release, dated as of May 4, 2006, is furnished as Exhibit 99.1 to this Current Report and is incorporated herein in its entirety.

In connection with the Waivers, the Company will amend the indentures governing the 2007 Notes and the 2008 Notes. The form of Second Supplemental Indenture relating to the 2007 Notes and the form of Second Supplemental Indenture relating to the 2008 Notes are attached hereto as Exhibits 10.56 and 10.57 to this Current Report, respectively, and incorporated herein in their entirety.

Item 9.01. Financial Statements and Exhibits.

The following exhibits are furnished herewith:

99.1 Press release dated May 4, 2006*

The following exhibits are filed herewith:

10.56	Form of Second Supplemental Indenture between the Company and U.S. Bank National Association relating to the 4.75% Convertible Subordinated Notes due 2007
10.57	Form of Second Supplemental Indenture between the Company and U.S. Bank National Association relating to the Zero Coupon Senior Convertible Notes due 2008

* Exhibit 99.1 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.

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.

Date: May 4, 2006	MERCURY INTERACTIVE CORPORATION
	By:	/s/ David J. Murphy
	Name:	David J. Murphy
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
The following exhibits are furnished or filed herewith:
99.1	Press release dated May 4, 2006*
10.56	Form of Second Supplemental Indenture between the Company and U.S. Bank National Association relating to the 4.75% Convertible Subordinated Notes due 2007
10.57	Form of Second Supplemental Indenture between the Company and U.S. Bank National Association relating to the Zero Coupon Senior Convertible Notes due 2008

* Exhibits 99.1 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.

EX-99.1

Investor Relations Contact

Michelle Ahlmann, 650.603.5464

Public Relations Contact

Dave Peterson, 650.603.5231

MERCURY INTERACTIVE CORPORATION RECEIVES WAIVERS FROM CONVERTIBLE NOTE HOLDERS

MOUNTAIN VIEW, CALIF., — MAY 4, 2006— Mercury Interactive Corporation (OTC: MERQ) previously announced that it was soliciting consents from the holders of its $300 million aggregate principal amount of 4.75% Convertible Subordinated Notes due 2007 (the “2007 Notes”) and from the holders of its $500 million aggregate principal amount of Zero Coupon Senior Convertible Notes due 2008 (the “2008 Notes”). In each case, Mercury was requesting a waiver, until the stated maturity of the 2007 Notes and the 2008 Notes, as applicable (the “Waivers”), of any default or event of default under the terms of the Indentures governing such notes arising from Mercury not meeting its requirement to timely file with the Securities and Exchange Commission and with the trustee of such notes, those reports required to be filed under the Securities Exchange Act of 1934.

Mercury announced today that as of 5:00 p.m. Pacific time on May 3, 2006, the holders of a majority of the outstanding aggregate principal amount of 2007 Notes and a majority of the outstanding aggregate principal amount of 2008 Notes had submitted consents and that the consent solicitation period was closed and the Waivers have become effective. In consideration of the Waivers, Mercury will (i) enter into a supplement to the Indenture governing the 2007 Notes which shall require Mercury to repurchase the 2007 Notes, at the option of the holder thereof, on March 1, 2007 at a repurchase price equal to 101.3% of the principal amount and shall provide that any 2007 Notes redeemed during the period from July 1, 2006 through March 5, 2007 shall be at a redemption price of 101.3% of the principal amount and (ii) enter into a supplement to the Indenture governing the 2008 Notes which shall require the Company to repurchase the 2008 Notes, at the option of the holder thereof, on October 31, 2007 at a repurchase price equal to 107.25% of the principal amount.

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 www.mercury.com.

FORWARD LOOKING STATEMENTS

This press release contains “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 that reflect Mercury’s judgment and involve risks and uncertainties as of the date of this release. These forward looking statements relate to obtaining the requisite consents from the holders of the 2007 Notes and the 2008 Notes to waive, until the stated maturity of the 2007 Notes and the 2008 Notes, as applicable, any default or event of default under the terms of the indentures governing such notes arising from Mercury’s failure to file with the Securities and Exchange Commission and to furnish to the holders of notes, those reports required to be filed under the Securities Exchange Act of 1934. Potential risks and uncertainties include, among other things: (1) the timing of completion of the Company’s review, restatement and filing of its amended historical financial statements to be included in the Amended Form 10-K for fiscal year 2004 and the Amended Form 10-Q for the first quarter of fiscal year 2005, and becoming current in the Company’s other required SEC periodic reporting obligations, (2) the nature and scope of the ongoing SEC investigation, (3) the timing of the relisting of the Company’s securities on a national securities exchange, including the risk that the Company will not achieve relisting on a national securities exchange, (4) the effect of any third party litigation arising out of the Special Committee investigation, (5) costs incurred by Mercury in connection with the Special Committee investigation and the SEC investigation, (6) 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 123 including, without limitation, the impact of the restatement, (7) the impact of the resignations of Amnon Landan, Douglas Smith and Susan Skaer, and (8) the additional risks and important factors described in Mercury’s SEC reports, including the Quarterly Report on Form 10-Q for the fiscal quarter ended March 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 May 4, 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

EX-10.56

Exhibit 10.56

MERCURY INTERACTIVE CORPORATION

as Issuer

AND

U.S. BANK NATIONAL ASSOCIATION

as Trustee

Second Supplemental Indenture

Dated as of May __, 2006

4.75% Convertible Subordinated Notes due 2007

SECOND SUPPLEMENTAL INDENTURE, dated as of May __, 2006 (the “Second Supplemental Indenture”), between MERCURY INTERACTIVE CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware, as Issuer (herein called the “Company”), having its principal office at 379 North Whisman Road, Mountain View, California 94043, and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States, as Trustee (herein called the “Trustee”).

RECITALS OF THE COMPANY

WHEREAS the Company and State Street Bank and Trust Company of California, N.A., predecessor of the Trustee, have heretofore executed and delivered an Indenture dated as of July 3, 2000 (the “Base Indenture”) providing for the issuance from time to time of its 4.75% Convertible Subordinated Notes due 2007 (each a “Security” and collectively, the “Securities”), as amended by the First Supplemental Indenture between the Company and the Trustee dated as of October 26, 2005 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

WHEREAS Section 8.2 of the Indenture provides that, with the consent of the Holders of not less than a majority in principal amount of Outstanding Securities, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental to the Indenture for purposes of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or modifying in any manner the rights of the Holders under the Indenture, subject to certain exceptions.

WHEREAS the Company has obtained the written consent of the Holders of not less than a majority in principal amount of the Outstanding Securities to the amendments to the Indenture as set forth in this Second Supplemental Indenture.

WHEREAS all things necessary to make this Second Supplemental Indenture a valid agreement of the Company, and a valid supplement to the Indenture, have been done.

NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises, it is mutually agreed, for the benefit of the Company and the equal and proportionate benefit of all Holders of the Securities, as follows:

SECTION 1. Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture.

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SECTION 2. Waiver. Any past Default or Event of Default arising from the Company’s failure to comply with Section 15.5 of the Indenture is hereby waived in accordance with Section 5.13 of the Indenture and the Company’s obligation to comply with Section 15.5 is hereby waived through the Final Maturity Date of the Securities; provided that the Company shall continue to comply with the requirements of Section 314 of the Trust Indenture Act.

SECTION 3. Redemption of Securities. Section 11.1 of the Indenture is hereby deleted and replaced in its entirety with the following:

Section 11.1 Right of Redemption. The Securities may be redeemed in accordance with the provisions of the form of Securities set forth in Section 2.2 of the Indenture; provided that the Redemption Price (expressed as a percentage of the principal amount) of any Securities redeemed during the period from July 1, 2006 through March 5, 2007 shall be 101.3% of the principal amount, together with accrued and unpaid interest, if any, to the Redemption Date and thereafter at the Redemption Price set forth in the Securities.

SECTION 4. Put Right. The following Article XVII is hereby added to the Indenture:

ARTICLE XVII

PUT RIGHT

Section 17.1. Repurchase of Securities by the Company at Option of the Holder.

(a) The Securities, or any portion thereof that is a multiple of $1,000, shall be repurchased by the Company for cash at the option of the Holder on March 1, 2007 (the “Repurchase Date”), at a repurchase price equal to 101.3% of the principal amount thereof, together with accrued and unpaid interest, if any, to but excluding the Repurchase Date (the “Repurchase Price”). If the Repurchase Date is an Interest Payment Date, interest will be paid on the Interest Payment Date to the Holder as of the relevant Record Date. Otherwise, interest will be paid to the Holder that receives the principal payment on the applicable Repurchase Date. The payment of the Repurchase Price with respect to Securities submitted for repurchase in accordance with this Article XVII is hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Debt in accordance with Article XIII. The exercise by any Holder of its repurchase right pursuant to this Article XVII shall not be deemed an acceleration of the Securities under Section 13.3.

(b) On or before the twentieth (20^th) Business Day prior to the Repurchase Date, the Company or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is

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requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed to all Holders of record on such date, a notice of the Repurchase Date (the “Company Repurchase Notice”) and of the repurchase right at the option of the Holders arising as a result thereof in the manner provided in Section 1.6; provided that if the Company shall give such notice, it shall also give written notice of the Repurchase Date to the Trustee. Such notice shall be mailed by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given as of the date so mailed, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Security shall not affect the validity of the procedures for the repurchase of the Securities. Concurrently with the mailing of any Company Repurchase Notice, the Company shall issue a press release announcing the Repurchase Date referred to in the Company Repurchase Notice, the form and content of which shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the Company Repurchase Notice or any procedures for the repurchase of any Security which any Holder may elect to have the Company repurchase as provided in this Section 17.1.

Each Company Repurchase Notice shall specify:

(i) the Repurchase Date;

(ii) the Repurchase Price;

(iii) the amount of accrued and unpaid interest, if any, to but excluding the Repurchase Date;

(iv) the CUSIP number or numbers of the Securities (if then generally in use);

(v) that the Holder must exercise the repurchase right on or prior to the close of business (New York City time) on the Repurchase Date;

(vi) a description of the procedure which a Holder must follow to exercise such repurchase rights;

(vii) the place or places where the Holder is to surrender such Holder’s Securities;

(viii) that the Holder shall have the right to withdraw any Securities surrendered prior to the close of business (New York City time) on the Repurchase Date; and

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(ix) a description of the procedure which a Holder must follow to withdraw any surrendered Securities.

(c) Repurchases pursuant to this Section 17.1 shall be made at the option of the Holder upon:

(i) delivery to the Trustee (or other Paying Agent appointed by the Company) by the Holder of a duly completed notice (the “Repurchase Notice”) in the form attached hereto as Exhibit A during the period beginning at any time from the opening of business (New York City time) on the date that is 20 Business Days prior to the Repurchase Date until the close of business (New York City time) on the Repurchase Date; and

(ii) delivery or book-entry transfer of the Security or Securities to the Trustee (or other Paying Agent appointed by the Company) at any time after delivery of the Repurchase Notice until the close of business (New York City time) on the Repurchase Date (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) as provided in Section 10.2, such delivery being a condition to receipt by the Holder of the Repurchase Price therefor; provided that such Repurchase Price shall be so paid pursuant to this Section 17.1 only if the Securities so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Repurchase Notice.

Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) a Repurchase Notice contemplated by this Section 17.1 shall have the right to withdraw such Repurchase Notice at any time prior to the close of business on the Repurchase Date in accordance with Section 17.2 hereof.

The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof.

Section 17.2. Payment of Securities Upon Receipt of a Repurchase Notice; Withdrawal Thereof.

(a) Upon receipt by the Trustee (or other Paying Agent appointed by the Company) of a Repurchase Notice specified in Section 17.1, a Holder of Securities in respect of which such Repurchase Notice was given shall (unless such Repurchase Notice is validly withdrawn) thereafter be entitled to receive solely the Repurchase Price with respect to such Securities. Such Repurchase Price shall be paid to such Holder, subject to receipt of funds and/or Securities by the Trustee (or other Paying Agent appointed by the Company) promptly

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following the Repurchase Date (provided the Holder has satisfied the conditions specified in Section 17.1). Securities in respect of which a Repurchase Notice has been given by the Holder thereof may not be converted pursuant to Article XII on or after the date of the delivery of such Repurchase Notice unless such Repurchase Notice has first been validly withdrawn.

(b) A Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) at any time prior to the close of business (New York City time) on the Repurchase Date specifying:

(i) the certificate number, if any, of the Securities in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Securities in respect of which such notice of withdrawal is being submitted is represented by a Global Security,

(ii) the principal amount of the Securities with respect to which such notice of withdrawal is being submitted, and

(iii) the principal amount, if any, of Securities which remain subject to the original Repurchase Notice and which have been or will be delivered for repurchase by the Company.

The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof.

Section 17.3. Deposit of Repurchase Price. Prior to 10:00 a.m. (New York City time) on the Business Day following the Repurchase Date, the Company shall deposit with the Trustee (or other Paying Agent appointed by the Company), or if the Company or a Subsidiary or an Affiliate of any of them is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 10.3, an amount of cash sufficient to pay the aggregate Repurchase Price of all the Securities or portions thereof which are to be repurchased on the Repurchase Date.

If the Trustee (or other Paying Agent appointed by the Company) holds, in accordance with the terms hereof, cash sufficient to pay the Repurchase Price of any Securities for which a Repurchase Notice has been tendered and not withdrawn pursuant to Section 17.2, then such Securities will cease to be outstanding, and the rights of the Holders in respect thereof shall terminate (other than the right to receive the Repurchase Price upon delivery of such Securities); provided that if Article XIII prohibits such cash from being applied to pay the Repurchase Price, the Holders shall be entitled to all rights afforded them under Article XIII.

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Section 17.4. Securities Repurchased in Part. Any Security which is to be repurchased only in part shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder in aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Security so surrendered which is not repurchased.

Section 17.5. Covenant to Comply with Securities Laws Upon Repurchase of Securities. In connection with the repurchase of Securities under Section 17.1 (provided that such offer or repurchase constitutes an “issuer tender offer” for purposes of Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the Exchange Act at the time of such offer or repurchase), and subject to any exemptions under applicable law, the Company shall (i) comply with Rule 13e-4 and Rule 14e-1 (or any successor provision) under the Exchange Act, (ii) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, and (iii) otherwise comply with all Federal and state securities laws so as to permit the rights and obligations under Section 17.1 to be exercised in the time and in the manner specified in Section 17.1.

To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Article XVII, the Company’s compliance with such laws and regulations including the extension of the payment or notice periods contemplated by this Article, shall not in and of itself cause a breach of their obligations under this Article XVII.

Section 17.6. Repayment to the Company. The Trustee (or other Paying Agent appointed by the Company) shall return to the Company any cash that remains unclaimed, together with interest, if any, thereon, held by them for the payment of the Repurchase Price; provided, however, that to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 17.3 exceeds the aggregate Repurchase Price of the Securities or portions thereof which the Company is obligated to repurchase as of the Repurchase Date then as soon as practicable following the Repurchase Date, the Trustee or the Paying Agent, as the case may be, shall return any such excess to the Company.

SECTION 5. Recitals. The recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Second Supplemental Indenture except that the Trustee represents that it is

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duly authorized to execute and deliver this Second Supplemental Indenture and perform its obligations hereunder.

SECTION 6. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Second Supplemental Indenture, the Trust Indenture Act shall control. If any provision of this Second Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the Trust Indenture Act shall be deemed to apply to this Second Supplemental Indenture as so modified or to be excluded, as the case may be.

SECTION 7. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 8. Successors and Assigns. All covenants and agreements in this Second Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

SECTION 9. Separability Clause. In case any provision in this Second Supplemental Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 10. Benefits of Second Supplemental Indenture. Nothing in this Second Supplemental Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their respective successors hereunder and the Holders of Securities, any benefit or any legal or equitable right, remedy or claim under this Second Supplemental Indenture.

SECTION 11. Governing Law. This Second Supplemental Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 12. Execution in Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first above written.

MERCURY INTERACTIVE CORPORATION
BY
	Name: David J. Murphy
	Title: Chief Financial Officer
U.S. BANK NATIONAL ASSOCIATION, as Trustee
BY
	Name:
	Title:

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EXHIBIT A

Form of Repurchase Notice

_______________, ____

U.S. Bank National Association

180 East Fifth Street

St. Paul, MN 55101

Attention: Corporate Trust Department

Fax: (651) 244-0711

Re: Mercury Interactive Corporation (the “Company”)

4.75% Convertible Subordinated Notes due 2007

This is a Repurchase Notice as defined in Section 17.1(c) of the Indenture dated as of July 3, 2000 between the Company and State Street Bank and Trust Company of California, N.A., predecessor of U.S. Bank National Association (the “Trustee”), as supplemented by the First Supplemental Indenture dated as of October 26, 2005 and the Second Supplemental Indenture dated as of May __, 2006 (collectively, the “Indenture”). Terms used but not defined herein shall have the meanings ascribed to them in the Indenture.

Social Security / Taxpayer ID No.: _____________________________

Certificate No(s). of Securities: _____________________________

I intend to deliver the following aggregate principal amount of Securities for repurchase by the Company pursuant to Section 17.1(c) of the Indenture (in multiples of $1,000):

$__________________________________

I hereby agree that the Securities will be repurchased as of the Repurchase Date pursuant to the terms and conditions thereof and of the Indenture.

Signed:_____________________________

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EX-10.57

Exhibit 10.57

MERCURY INTERACTIVE CORPORATION

as Issuer

AND

U.S. BANK NATIONAL ASSOCIATION

as Trustee

Second Supplemental Indenture

Dated as of May __, 2006

Zero Coupon Senior Convertible Notes due 2008

SECOND SUPPLEMENTAL INDENTURE, dated as of May __, 2006 (the “Second Supplemental Indenture”), between MERCURY INTERACTIVE CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware, as Issuer (herein called the “Company”), having its principal office at 379 North Whisman Road, Mountain View, California 94043, and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States, as Trustee (herein called the “Trustee”).

RECITALS OF THE COMPANY

WHEREAS the Company and the Trustee have heretofore executed and delivered an Indenture dated as of April 29, 2003 (the “Base Indenture”) providing for the issuance from time to time of its Zero Coupon Senior Convertible Notes due 2008 (each a “Security” and collectively, the “Securities”), as amended by the First Supplemental Indenture dated as of October 26, 2005 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

WHEREAS Section 9.02 of the Indenture provides that, with the consent of the Holders of not less than a majority in Principal Amount of Outstanding Securities, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental to the Indenture for purposes of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or modifying in any manner the rights of the Holders under the Indenture, subject to certain exceptions.

WHEREAS the Company has obtained the written consent of the Holders of not less than a majority in Principal Amount of the Outstanding Securities to the amendments to the Indenture as set forth in this Second Supplemental Indenture.

WHEREAS all things necessary to make this Second Supplemental Indenture a valid agreement of the Company, and a valid supplement to the Indenture, have been done.

NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises, it is mutually agreed, for the benefit of the Company and the equal and proportionate benefit of all Holders of the Securities, as follows:

SECTION 1. Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture.

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SECTION 2. Waiver. Any past Default or Event of Default arising from the Company’s failure to comply with Section 7.04 of the Indenture is hereby waived in accordance with Section 5.13 of the Indenture and the Company’s obligation to comply with Section 7.04 is hereby waived through the Final Maturity Date of the Securities; provided that the Company shall continue to comply with the requirements of Section 314 of the Trust Indenture Act.

SECTION 3. Put Right. Article 14 of the Indenture is hereby deleted and replaced in its entirety with the following:

ARTICLE 14

PUT RIGHT

Section 14.01. Repurchase of Securities by the Company at Option of the Holder.

(a) The Securities, or any portion thereof that is a multiple of $1,000, shall be repurchased by the Company for cash at the option of the Holder on October 31, 2006 and November 30, 2006 (each, a “Repurchase Date”), at a repurchase price equal to 107.25% of the Principal Amount thereof, together with accrued and unpaid interest, if any, to but excluding the Repurchase Date (the “Repurchase Price”). Holders may exercise their right to require the Company to repurchase Securities on either Repurchase Date, or may have a portion of their Securities repurchased on each Repurchase Date or both Repurchase Dates, in each case by complying with the procedures set forth herein. The exercise by any Holder of its repurchase right pursuant to this Article 14 shall not be deemed an acceleration of the Securities under the Indenture.

(b) On or before the twentieth (20^th) Business Day prior to each Repurchase Date, the Company or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below, unless the Trustee shall agree in writing to a shorter period), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed to all Holders of record on such date, a notice of such Repurchase Date (the “Company Repurchase Notice”) and of the repurchase right at the option of the Holders arising as a result thereof in the manner provided in Section 1.06; provided that if the Company shall give such notice, it shall also give written notice of such Repurchase Date to the Trustee. Such notice shall be mailed by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given as of the date so mailed, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Security shall not affect the validity of the procedures for the repurchase of the Securities. Concurrently with the mailing of any Company Repurchase Notice, the Company shall issue a press release announcing the Repurchase Date

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referred to in the Company Repurchase Notice, the form and content of which shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the Company Repurchase Notice or any procedures for the repurchase of any Security which any Holder may elect to have the Company repurchase as provided in this Section 14.01.

Each Company Repurchase Notice shall specify:

(i) the applicable Repurchase Date;

(ii) the Repurchase Price;

(iii) the amount of accrued and unpaid interest, if any, to but excluding the Repurchase Date;

(iv) the CUSIP number or numbers of the Securities (if then generally in use);

(v) that the Holder must exercise the repurchase right on or prior to the close of business (New York City time) on such Repurchase Date;

(vi) a description of the procedure which a Holder must follow to exercise such repurchase rights;

(vii) the place or places where the Holder is to surrender such Holder’s Securities;

(viii) that the Holder shall have the right to withdraw any Securities surrendered prior to the close of business (New York City time) on such Repurchase Date; and

(ix) a description of the procedure which a Holder must follow to withdraw any surrendered Securities.

(c) Repurchases pursuant to this Section 14.01 shall be made at the option of the Holder upon:

(i) delivery to the Trustee (or other Paying Agent appointed by the Company) by the Holder of a duly completed notice (the “Repurchase Notice”) in the form attached hereto as Exhibit A during the period beginning at any time from the opening of business (New York City time) on the date that is 20 Business Days prior to the Repurchase Date until the close of business (New York City time) on such Repurchase Date; and

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(ii) delivery or book-entry transfer of the Security or Securities to the Trustee (or other Paying Agent appointed by the Company) at any time after delivery of the Repurchase Notice until the close of business (New York City time) on the applicable Repurchase Date (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) as provided in Section 10.02, such delivery being a condition to receipt by the Holder of the Repurchase Price therefor; provided that such Repurchase Price shall be so paid pursuant to this Section 14.01 only if the Securities so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Repurchase Notice.

Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or other Paying Agent appointed by the Company) a Repurchase Notice contemplated by this Section 14.01 shall have the right to withdraw such Repurchase Notice at any time prior to the close of business on the applicable Repurchase Date in accordance with Section 14.02 hereof.

The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof.

Section 14.02. Payment of Securities Upon Receipt of a Repurchase Notice; Withdrawal Thereof.

(a) Upon receipt by the Trustee (or other Paying Agent appointed by the Company) of a Repurchase Notice specified in Section 14.01, a Holder of Securities in respect of which such Repurchase Notice was given shall (unless such Repurchase Notice is validly withdrawn) thereafter be entitled to receive solely the Repurchase Price with respect to such Securities. Such Repurchase Price shall be paid to such Holder, subject to receipt of funds and/or Securities by the Trustee (or other Paying Agent appointed by the Company) promptly following such Repurchase Date (provided the Holder has satisfied the conditions specified in Section 14.01). Securities in respect of which a Repurchase Notice has been given by the Holder thereof may not be converted pursuant to Article 13 on or after the date of the delivery of such Repurchase Notice unless such Repurchase Notice has first been validly withdrawn.

(b) A Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company) at any time prior to the close of business (New York City time) on the applicable Repurchase Date specifying:

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(i) the certificate number, if any, of the Securities in respect of which such notice of withdrawal is being submitted, or the appropriate Depositary information if the Securities in respect of which such notice of withdrawal is being submitted is represented by a Global Security,

(ii) the Principal Amount of the Securities with respect to which such notice of withdrawal is being submitted, and

(iii) the Principal Amount, if any, of Securities which remain subject to the original Repurchase Notice and which have been or will be delivered for repurchase by the Company.

The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof.

Section 14.03. Deposit of Repurchase Price. Prior to 10:00 a.m. (New York City time) on the Business Day following each Repurchase Date, the Company shall deposit with the Trustee (or other Paying Agent appointed by the Company), or if the Company or a Subsidiary or an Affiliate of any of them is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 10.03, an amount of cash sufficient to pay the aggregate Repurchase Price of all the Securities or portions thereof which are to be repurchased on the applicable Repurchase Date.

If the Trustee (or other Paying Agent appointed by the Company) holds, in accordance with the terms hereof, cash sufficient to pay the Repurchase Price of any Securities for which a Repurchase Notice has been tendered and not withdrawn pursuant to Section 14.02, then such Securities will cease to be outstanding, and the rights of the Holders in respect thereof shall terminate (other than the right to receive the Repurchase Price upon delivery of such Securities).

Section 14.04. Securities Repurchased in Part. Any Security which is to be repurchased only in part shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder in aggregate Principal Amount equal to, and in exchange for, the portion of the Principal Amount of the Security so surrendered which is not repurchased.

Section 14.05. Covenant to Comply with Securities Laws Upon Repurchase of Securities. In connection with the repurchase of Securities under

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Section 14.01 (provided that such offer or repurchase constitutes an “issuer tender offer” for purposes of Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the Exchange Act at the time of such offer or repurchase), and subject to any exemptions under applicable law, the Company shall (i) comply with Rule 13e-4 and Rule 14e-1 (or any successor provision) under the Exchange Act, (ii) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, and (iii) otherwise comply with all Federal and state securities laws so as to permit the rights and obligations under Section 14.01 to be exercised in the time and in the manner specified in Section 14.01.

To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Article 14, the Company’s compliance with such laws and regulations including the extension of the payment or notice periods contemplated by this Article, shall not in and of itself cause a breach of their obligations under this Article 14.

Section 14.06. Repayment to the Company. The Trustee (or other Paying Agent appointed by the Company) shall return to the Company any cash that remains unclaimed, together with interest, if any, thereon, held by them for the payment of the Repurchase Price; provided, however, that to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 14.03 exceeds the aggregate Repurchase Price of the Securities or portions thereof which the Company is obligated to repurchase as of the applicable Repurchase Date then as soon as practicable following the Repurchase Date, the Trustee or the Paying Agent, as the case may be, shall return any such excess to the Company.

SECTION 4. Recitals. The recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Second Supplemental Indenture except that the Trustee represents that it is duly authorized to execute and deliver this Second Supplemental Indenture and perform its obligations hereunder.

SECTION 5. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Second Supplemental Indenture, the Trust Indenture Act shall control. If any provision of this Second Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the Trust Indenture Act shall be deemed to apply to this Second Supplemental Indenture as so modified or to be excluded, as the case may be.

SECTION 6. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

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SECTION 7. Successors and Assigns. All covenants and agreements in this Second Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

SECTION 8. Separability Clause. In case any provision in this Second Supplemental Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 9. Benefits of Second Supplemental Indenture. Nothing in this Second Supplemental Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their respective successors hereunder and the Holders of Securities, any benefit or any legal or equitable right, remedy or claim under this Second Supplemental Indenture.

SECTION 10. Governing Law. This Second Supplemental Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 11. Execution in Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first above written.

MERCURY INTERACTIVE CORPORATION
BY
	Name: David J. Murphy
	Title: Chief Financial Officer
U.S. BANK NATIONAL ASSOCIATION, as Trustee
BY
	Name:
	Title:

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EXHIBIT A

Form of Repurchase Notice

_______________, ____

U.S. Bank National Association

180 East Fifth Street

St. Paul, MN 55101

Attention: Corporate Trust Department

Fax: (651) 244-0711

Re: Mercury Interactive Corporation (the “Company”)

Zero Coupon Senior Convertible Notes due 2008

This is a Repurchase Notice as defined in Section 14.01(c) of the Indenture dated as of April 29, 2003, as supplemented by the First Supplemental Indenture dated as of October 26, 2005 and the Second Supplemental Indenture dated as of May __, 2006 (collectively, the “Indenture”), between the Company and U.S. Bank National Association, as Trustee. Terms used but not defined herein shall have the meanings ascribed to them in the Indenture.

Social Security / Taxpayer ID No.: _____________________________

Certificate No(s). of Securities: _____________________________

I intend to deliver the following aggregate Principal Amount of Securities for repurchase by the Company pursuant to Section 14.01(c) of the Indenture (in multiples of $1,000):

$__________________________________

I hereby agree that the Securities will be repurchased as of the Repurchase Date pursuant to the terms and conditions thereof and of the Indenture.

Signed:_____________________________

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