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.

Wave Systems Corp. has been awarded a $319,000 contract by a United States Department of Defense agency. Under the contract, Wave will provide consulting services in connection with a study to evaluate the implementation of trusted computing solutions for the government. The term of the project is expected to be four months.

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/ Gerard T. Feeney                       Gerard T. Feeney
           Chief Financial Officer

Dated: February 8, 2006