SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                    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 8, 2006
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                            FALCONSTOR SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)

Delaware                            0-23970                    77-0216135
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(State or other jurisdiction       (Commission                (IRS Employer
of incorporation)                  File Number)             Identification No.)

                2 Huntington Quadrangle, Melville, New York 11747
                     Address of principal executive offices

        Registrant's telephone number, including area code: 631-777-5188
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         (Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

     / / Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     / / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
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 (17 CFR 240.13e-4(c))


Item 7.01         Regulation FD Disclosure

         On February 8, 2006, during its third quarter earnings conference call,
the Company stated that it was forecasting revenues for the full year 2006 to be
in the range of $54 million to $59 million and earnings to be in the range of
$0.12 to $0.18 per share. Earnings per share estimates exclude stock option
expense.

                                    SIGNATURE

         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.


                                   FALCONSTOR SOFTWARE, INC.


Dated: February 8, 2006            By:  /s/ James Weber
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                                   Name:    James Weber
                                   Title:   Chief Financial Officer and Vice President