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): October 5, 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

The report of PricewaterhouseCoopers LLP on Tut Systems, Inc’s fiscal 2005 consolidated financial statements was amended on October 5, 2006 to add an emphasis of a matter paragraph regarding Tut Systems Inc’s liquidity constraints. The amended report and consolidated financial statements are included herein as Item 9.01.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits

Exhibit	Description
99.1	Consolidated Financial Statements as follows:
	Report of Independent Registered Public Accounting Firm
	Consolidated Balance Sheets as of December 31, 2004 and December 31, 2005
	Consolidated Statements of Operations for the Years Ended December 31, 2003, December 31, 2004 and December 31, 2005
	Consolidated Statements of Stockholders’ Equity as of December 31, 2003, December 31, 2004 and December 31, 2005
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2003, December 31, 2004 and December 31, 2005
	Notes to Consolidated Financial Statements
99.2	Schedule II: Valuation and Qualifying Accounts and Reserves
99.3	Consent of PricewaterhouseCoopers LLP

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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.

October 5, 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	Consolidated Financial Statements as follows:
	Report of Independent Registered Public Accounting Firm
	Consolidated Balance Sheets as of December 31, 2004 and December 31, 2005
	Consolidated Statements of Operations for the Years Ended December 31, 2003, December 31, 2004 and December 31, 2005
	Consolidated Statements of Stockholders’ Equity as of December 31, 2003, December 31, 2004 and December 31, 2005
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2003, December 31, 2004 and December 31, 2005
	Notes to Consolidated Financial Statements
99.2	Schedule II: Valuation and Qualifying Accounts and Reserves
99.3	Consent of PricewaterhouseCoopers LLP

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