SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 6-K/A





REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934



For the Month of April 2006

GENESYS S.A.

(Exact name of registrant as specified in its charter)



L'Acropole, 954-980 avenue Jean Mermoz, 34000 Montpellier, FRANCE

(Address of principal executive offices)



Indicate by check mark whether the registrant files or will file annual reports  under cover Form 20-F or Form 40-F.



Form 20-FXForm 40-F



Indicate by check mark if the registrant is submitting the Form 6-K in paper aspermitted by Regulation S-T Rule 101(b)(1):____



Indicate by check mark if the registrant is submitting the Form 6-K in paper aspermitted by Regulation S-T Rule 101(b)(7):____



Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the
  information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.



YesNoX



If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_______________.





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The attached US GAAP Annex supersedes and replaces the US GAAP Annex that was submitted on Form 6-K on April 7, 2006 under accession number 0000903423-06-000385. The original US GAAP Annex included a computation error in the December 31, 2005 total assets and total liabilities and shareholder deficits reported as EUR 99,748 (figures are given in thousands). The attached US GAAP Annex corrects this error and reports EUR 98,748. No other changes were required.



















US GAAP ANNEX

















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GENESYS SA

U.S. GAAP CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

|                                                                                                                                   | December 31, |  | December 31,
|---------------------------------------------------------------------------------------------------------------------------------- | ------------ |  | ------------
|                                                                                                                                   | 2004         |  | 2005        
|ASSETS                                                                                                                             |              |  | (Unaudited) 
|Current assets:                                                                                                                    |              |  |             
|Cash and cash equivalents                                                                                                          |  7,361      |  |  5,789     
|Restricted cash                                                                                                                    | 1,194        |  | 116         
|Billed accounts receivable, less allowances of 2,100 at December 31, 2004 and 1,547
    at December 31, 2005                     | 21,523       |  | 24,225      
|Un-billed accounts receivable                                                                                                      | 6,260        |  | 3,467       
|Prepaid expenses                                                                                                                   | 1,622        |  | 2,862       
|Other current assets                                                                                                               | 4,310        |  | 3,174       
|Total current assets                                                                                                               | 42,270       |  | 39,633      
|Property and equipment, net                                                                                                        | 22,366       |  | 21,958      
|Goodwill, net                                                                                                                      | 21,834       |  | 21,931      
|Customer lists and other intangibles, net                                                                                          | 15,798       |  | 12,331      
|Investment in affiliated company                                                                                                   | 212          |  | 279         
|Deferred tax assets                                                                                                                | 448          |  | 583         
|Deferred financing costs, net                                                                                                      | 1,619        |  | 139         
|Other assets                                                                                                                       | 1,565        |  | 1,894       
|Total assets                                                                                                                       |  106,112    |  |  98,748    
|LIABILITIES AND SHAREHOLDERS DEFICIT                                                                                              |              |  |             
|Current liabilities:                                                                                                               |              |  |             
|Bank overdrafts                                                                                                                    |  2,173      |  |  1,851     
|Accounts payable                                                                                                                   | 9,488        |  | 8,095       
|Accrued liabilities                                                                                                                | 5,004        |  | 5,079       
|Accrued compensation                                                                                                               | 6,479        |  | 7,054       
|Taxes payable                                                                                                                      | 6,667        |  | 5,070       
|Current portion of long-term debt                                                                                                  | 12,038       |  | 13,563      
|Current portion of capitalized lease obligations                                                                                   | 187          |  | 4           
|Current portion of deferred tax liability                                                                                          | 989          |  | 969         
|Current portion of other long-term liability                                                                                       | 1,467        |  | 626         
|Other current liabilities                                                                                                          | 1,488        |  | 4,348       
|Total current liabilities                                                                                                          | 45,980       |  | 46,659      
|Long-term portion of long-term debt                                                                                                | 64,713       |  | 62,473      
|Long-term portion of capitalized lease obligations                                                                                 | 60           |  | 39          
|Long term portion of deferred tax liability                                                                                        | 3,396        |  | 2,532       
|Other long-term liability                                                                                                          | 1,244        |  | 698         
|Shareholders equity (deficit):                                                                                                    |              |  |             
|Ordinary shares: 1.00 nominal value and 18,307,756 shares issued and outstanding 
    at December 31, 2003 and September 30, 2004 | 18,308       |  | 18,308      
|Common shares to be issued: 1.00 nominal value and 65,067 shares at December 31, 2003 
    and September 30, 2004                 | 65           |  | 65          
|Additional paid-in capital                                                                                                         | 197,129      |  | 197,129     
|Treasury shares: 22,131 shares at December 31, 2004 and September 30, 2005                                                         | (751)        |  | (751)       
|Accumulated other comprehensive income                                                                                             | 22,293       |  | 14,935      
|Accumulated deficit                                                                                                                | (246,325)    |  | (243,339)   
|Total shareholders deficit                                                                                                        | (9,281)      |  | (13,653)    
|Total liabilities and shareholders deficit                                                                                        |  106,112    |  |  98,748    





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GENESYS SA

U.S. GAAPCONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in thousands, except share data)

|                                                                             | Three months ended 
    December 31, |  | Twelve months ended
      December 31,
|---------------------------------------------------------------------------- | ------------------------------------ |  | --------------------------------------
|                                                                             | 2004                                 |  | 2005                                  
|Revenue:                                                                     |                                      |  |                                       
|Services                                                                     |  33,784                             |  |  35,439                              
|Products                                                                     | 50                                   |  | 13                                    
|                                                                             | 33,833                               |  | 35,452                                
|Cost of revenue:                                                             |                                      |  |                                       
|Services                                                                     | 12,246                               |  | 12,879                                
|Products                                                                     | 34                                   |  | 18                                    
|                                                                             | 12,280                               |  | 12,897                                
|Gross profit                                                                 | 21,553                               |  | 22,555                                
|Operating expenses:                                                          |                                      |  |                                       
|Research and development                                                     | 798                                  |  | 1,059                                 
|Selling and marketing                                                        | 8,029                                |  | 10,836                                
|General and administrative                                                   | 8,474                                |  | 7,374                                 
|Restructuring charge                                                         | (305)                                |  |                                      
|Impairment of goodwill and other
      intangibles                           |                                     |  |                                      
|Amortization of intangibles                                                  | 947                                  |  | 907                                   
|Total operating expenses                                                     | 17,943                               |  | 20,176                                
|Operating income (loss)                                                      | 3,610                                |  | 2,379                                 
|Interest income                                                              | 27                                   |  | 171                                   
|Interest expense                                                             | (966)                                |  | (1,266)                               
|Foreign exchange gain (loss)                                                 | (701)                                |  | (103)                                 
|Other financial expense, net                                                 | (474)                                |  | (1,586)                               
|Financial expense, net                                                       | (2,114)                              |  | (2,784)                               
|Equity in income (loss) of affiliated company                                | 22                                   |  | 11                                    
|Income (loss) before taxes                                                   | 1,519                                |  | (394)                                 
|Income tax (expense) credit                                                  | 857                                  |  | (848)                                 
|Net income (loss)                                                            |  2,376                              |  |  (1,242)                             
|Basic net income (loss) per share                                            |  0.13                               |  |  (0.07)                              
|Diluted net income (loss) per share                                          |  0.13                               |  |  (0.07)                              
|Number of shares used in computing basic
      net income (loss) per share   | 18,372,841                           |  | 18,372,841                            
|Number of shares used in computing
      diluted net income (loss) per share | 18,372,841                           |  | 18,372,841                            





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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, thereunto duly authorized.



Dated:  April 11, 2006

GENESYS SA







By:/s/ François Legros

Name:  François Legros

Title: Chairman and Chief Executive Officer







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