UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 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) February 1, 2005

WAVE SYSTEMS CORP.

(Exact Name of Registrant as Specified in Charter)

DELAWARE
0-24752
13-3477246
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)


480 Pleasant Street, Lee, Massachusetts 01238

(Address of Principal Executive Offices) (ZIP Code)

Registrant’s telephone number, including area code (413) 243-1600

Item 8.01.            Other Events.

On February 1, 2005, Wave Systems Corp. ("Wave") ETS Enterprise Security Dell Edition 1.0 ("the software") was made available for purchase on the Dell Inc. ("Dell") web site, www.Dell.com. Pursuant to an amendment to the Authorized Distributor Agreement with Envoy Data Corporation ("Envoy"), dated December 14, 2004, Wave’s software is now available for purchase via www.Dell.com and is compatible with Dell personal computers enabled with Trusted Platform Module security hardware. Wave’s ETS software is designed to deliver strong authentication, secure wireless authentication, secure email, digital signature, data protection and the management of security credentials, for enterprise compliance, government and individual applications. For more information about the software, please go to www.wave.com.

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.

WAVE SYSTEMS CORP.

By: /s/ Steven Sprague                                                                        Steven Sprague
Chief Executive Officer

Dated: February 1, 2005