Item 2.02 Results of Operations and Financial Condition

On October 9, 2008, Intraware, Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the fiscal quarter ended August 31, 2008. A copy of the Press Release is attached as Exhibit 99.1 to this report. This Form 8-K and the Press Release are being furnished to the Securities and Exchange Commission under Item 2.02 of Form 8-K.

The information in this report, including the attached exhibit, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained herein and in the accompanying exhibits shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibit is furnished pursuant to Item 2.02:

99.1 Press Release dated October 9, 2008

---