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 12, 2006

TUT SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-25291	94-2958543
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

6000 SW Meadows Drive, Suite 200

Lake Oswego, Oregon 97035

(Address of principal executive offices) (Zip Code)

(971) 217-0400

(Registrant’s telephone number, including area code)

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 (18 CFR 230.425)

¨ Solicitation material pursuant to Rule 14a-12 under the Exchange Act (18 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 (18 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On July 12, 2006, Tut Systems, Inc. issued a press release announcing its preliminary results for the second quarter ended June 30, 2006. The press release, attached hereto as Exhibit 99.1, is being furnished with this current report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits.

Exhibit	Description
99.1	Press release of Tut Systems, Inc. issued on July 12, 2006.

2

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, thereunto duly authorized.

July 17, 2006	By:	/s/    Scott Spangenberg
		Scott Spangenberg,
		Vice-President, Finance and Administration, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer and Duly Authorized Officer)

3

Index to Exhibits

Exhibit	Description
99.1	Press release of Tut Systems, Inc. issued on July 12, 2006.

4

EX-99.1

EXHIBIT 99.1

Press Release

TUT SYSTEMS, INC. ANNOUNCES PRELIMINARY SECOND QUARTER 2006 RESULTS

Lake Oswego, Oregon, July 12, 2006 — Tut Systems, Inc. (Nasdaq: TUTS), today announced that based on a preliminary analysis of its quarterly financial results, it expects its financial results for the second quarter ended June 30, 2006 to be below previously issued guidance. Preliminary estimate of second quarter revenue is approximately $8.2 million. Gross margins will also be impacted as fixed costs become a higher percentage of total cost of goods sold. The Company stated that sales for the quarter were adversely affected by several large digital TV headend orders that did not close in this quarter as expected and by lower than planned revenue from its new T2 products.

“We are disappointed in the preliminary results for the quarter, as a number of potential new IOC/PTT customers extended their IPTV purchase decisions into later periods and revenue from our new T2 products was impacted by production ramping issues.” said Sal D’Auria, Chairman, President and CEO of Tut Systems. “Nevertheless, we are encouraged by the continued high level of IOC/PTT interest in deploying video services, existing customer upgrades to our MPEG-4 AVC High Definition solutions, and the initial interest we are seeing in our new innovative T2 products. We have also made meaningful progress this quarter with the various tier 1 opportunities that we have been pursuing. “

The Company plans to announce its final second quarter 2006 results and host a conference call later this month.

As previously announced, Sal D’Auria is presenting on Tut Systems’ IPTV solution at the C.E. Unterberg, Towbin Emerging Growth Conference in New York, NY today, July 12, 2006, at 11:18 am EDT. Following the live event, an archive of the webcast and slides will be available for replay at www.tutsys.com for 30 days.

Safe Harbor Statement under the U.S. Private Securities Litigation Reform Act of 1995:

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Specifically, without limitation, forward-looking statements include statements relating to our anticipation of revenue, gross margins, and future growth in the IPTV market, demand for our T2 products and the success of our tier 1 opportunities. Forward-looking statements are based on management’s current expectations and beliefs, and are subject to risks and uncertainties. As a result, actual results may differ materially from the forward-looking statements contained herein.

Risks that relate to these forward-looking statements include the risks inherent in new and developing technologies and markets, the risk that competitors will introduce rival technologies and products, and the risk that the expected financial benefits of the IPTV deployment will not be achieved as a result of unforeseen costs or events. Further detailed information about risk factors that may impact our business is set forth in our periodic filings with the Securities and Exchange Commission. We expressly disclaim any obligation to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.

About Tut Systems, Inc.

Tut Systems, Inc. delivers advanced content processing and distribution products as well as comprehensive system integration services for deploying next-generation data and video services over broadband networks. Service providers, content providers and government agencies worldwide use Tut Systems solutions to deliver broadcast-quality video over broadband networks.

Tut Systems is headquartered in Lake Oswego, OR. For more information visit www.tutsys.com or call (971) 217-0400.