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 27, 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 27, 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 27, 2006.

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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 28, 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)

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Index to Exhibits

Exhibit	Description
99.1	Press release of Tut Systems, Inc. issued on July 27, 2006.

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EX-99.1

EXHIBIT 99.1

Press Release

TUT SYSTEMS, INC. ANNOUNCES PRELIMINARY SECOND

QUARTER 2006 RESULTS

Final Q2 2006 Results To Be Released on August 10, 2006, Followed By A Conference Call On August 11, 2006

Lake Oswego, Oregon, July 27, 2006 — Tut Systems, Inc. (Nasdaq: TUTS), today announced its preliminary second quarter results for 2006. Preliminary revenue for the quarter ended June 30, 2006, is $8.1 million compared with revenue of $9.7 million for the quarter ended June 30, 2005. This represents a decrease in revenue of 16.3% when compared with the second quarter of 2005, and a 29.7% decrease when compared with first quarter 2006 revenue of $11.5 million. Preliminary revenue for the six months ended June 30, 2006 is $19.6 million compared with revenues of $16.7 million for the six months ended June 30, 2005. This represents a year-over-year increase in revenues of 17.3%.

Preliminary gross profit for the quarter ended June 30, 2006, is $2.4 million, a decrease of 31.2% compared with gross profit of $3.5 million for the quarter ended June 30, 2005. Included in gross profit was a charge for amortization of intangibles of $0.4 million for each of the quarters ended June 30, 2006 and 2005. Preliminary gross profit for the six months ended June 30, 2006, is $6.3 million compared with $6.0 million for the six months ended June 30, 2005.

Preliminary operating expenses, including a $0.4 million restructuring charge, are $7.1 million for the quarter ended June 30, 2006. This compares with operating expenses of $7.9 million for the three months ended June 30, 2005. Including a $0.4 million restructuring charge, preliminary operating expenses for the six months ended June 30, 2006, are $14.2 million compared with $13.7 million for the six months ended June 30, 2005.

Preliminary net loss for the three months ended June 30, 2006, is $(4.6) million or $(0.14) per basic and diluted share. This compares with the net loss for the three months ended June 30, 2005, of $(4.5) million or $(0.17) per basic and diluted share. Preliminary net loss for the six months ended June 30, 2006 is $(7.8) million or $(0.23) per basic and diluted share compared with $(7.8) million or $(0.31) per basic and diluted share for the six months ended June 30, 2005.

Second Quarter 2006 Conference Call Information and Earnings Release

Tut Systems will host a conference call on August 11, 2006 beginning at 5:30 am Pacific time to discuss its second quarter operating results, balance sheet, cash flows and current business activities.

Participants of the conference call should dial in at least five minutes before the start time.

Conference ID # 3722804

U.S. and Canada dial (877) 356-8058

International participants dial (706) 634-2465

Online at www.tutsys.com

A replay will be available two hours after the call ends for one week. Dial

(800) 642-1687 or (706) 645-9291 and enter the conference ID number. A replay will also be available at www.tutsys.com.

A Press Release will be available by 2:00 p.m. Pacific Time, August 10th, at www.tutsys.com and on PR Newswire.

Forward-Looking Statements

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 future worldwide growth in the IPTV market. 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 with regional offices across North America, Europe and Asia. For more information visit www.tutsys.com or call (971) 217-0400.