Item 2.02. Results of Operations and Financial Condition.

On May 21, 2009, Ditech Networks, Inc. issued a press release announcing its fiscal 2009 fourth quarter and full year financial results. A copy of the press release is attached as Exhibit 99.1 to this current report and is incorporated herein by reference.

The information in the report, including Exhibit 99.1 attached hereto, 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 or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Ditech Networks, Inc. , whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number Description 99.1 Press Release dated May 21, 2009, Announcing Ditech Networks, Inc. Fiscal 2009 Fourth Quarter and Full Year Financial Results.

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