Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective May 25, 2012, Bryan Urquhart resigned from his positions as Vice President, Treasurer and Chief Financial Officer of FalconStor Software, Inc. (the "Company").

On May 25, 2012, Louis Petrucelly was appointed Acting Chief Financial Officer, Vice President of Finance, and Treasurer. Mr. Petrucelly, age 37, has served as the Company's Director of Finance since March, 2008, and was the Company's Director of Financial Reporting from March 2007 to March 2008. Prior to joining the Company, Mr. Petrucelly was Corporate Controller for Granite Broadcasting Corporation. Mr. Petrucelly was previously employed by PASSUR Aerospace and Ernst & Young, LLP. Mr. Petrucelly received his Bachelor of Science degree in Accounting from the C.W. Post campus of Long Island University.

On May 25, 2012, the Company issued a press release announcing Mr. Urquhart's resignation, the appointment of Mr. Petrucelly as Acting Chief Financial Officer and Treasurer, and the promotion of Mr. Petrucelly to Vice President of Finance. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Press release of the Company dated May 25, 2012.

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