**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-K/A**


(Amendment
      No. 1)





x
            Annual
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934





For
      the
      fiscal year ended December 31, 2006





o
            Transition
                Report Under to Section 13 or 15 (d) of the Securities Exchange Act
                of
                1934





Commission
      file number:  **000-16299**





**ANTS
      SOFTWARE INC.**


(Exact
      name of registrant as specified in its charter)




**Delaware**
            
            **13-3054685**(State
                or other jurisdiction of
            
            (IRS
                Employer Identification Number)Incorporation
                or Organization)





**700
      Airport Blvd., Suite 300, Burlingame, California 94010**


(Address
      of principal executive offices including zip code)





**(650)
      931-0500**


(Registrant’s
      telephone number, including Area Code)





**Securities
      registered under Section 12(b) of the Act:  None**





**Securities
      Registered under Section 12(g) of the Act:  Common Stock, $0.0001 par
      value**







Check
      whether the registrant is a well-known seasoned issuer, as defined in Rule
      405
      of the Securities Act.  Yes o   No
x





Check
      whether the registrant is not required to file reports pursuant to Section
      13 or
      15 (d) of the Exchange Act.  Yes o No x





Check
      whether the registrant (1) filed all reports required to be filed by Section
      13
      or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
      period that the registrant was required to file such reports), and (2) has
      been
      subject to such filing requirements for the past 90 days.  x
      Yes   o  No





Check
      if
      disclosure of delinquent filers in pursuant to Item 405 of Regulation S-K
      (section 2229.405 of this chapter) is not contained herein and will not be
      contained, to the best of registrant’s knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-K
      or any amendment to this Form 10-K.  x





Check
      whether the registrant is a large accelerated filer, an accelerated filer or
      a
      non-accelerated filer (as defined in Rule 12b-2 of the
      Act).


Large
      accelerated filer o   Accelerated
      filer x   Non-accelerated
      filer  o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes [  ]  No [X]





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      last sold, or average bid and asked price of such common equity, as of the
      last
      business day of the registrant’s most recently completed second fiscal quarter.
      As of June 30, 2006 the aggregate market value of the registrant’s common stock
      held by non-affiliates of the registrant was approximately $115 million based
      on
      the average bid and asked price of such common stock as reported on the NASD
      Bulletin Board system.  Shares of common stock held by each officer
      and director and each person who owns more than 10% or more of the outstanding
      common stock have been excluded because these persons may be deemed to be
      affiliates.  The determination of affiliate status for purpose of this
      calculation is not necessarily a conclusive determination for other
      purposes.





The
      issuer
      had shares of common stock outstanding as of March 1, 2007 of
      55,819,785.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





Portions
      of the Proxy Statement for the
      2007 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within
      120 days of the end of the fiscal year ended December 31, 2006, are incorporated
      by reference in Part III hereof.  Except with respect to information
      specifically incorporated by reference in this Form 10-K, the Proxy Statement
      is
      not deemed to be filed as part hereof.









**Explanatory
      Note**





This
      Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) hereby amends our Annual
      Report on Form 10-K for the fiscal year ended December 31, 2006, which ANTs
      software inc. (the “Company”) filed with the Securities and Exchange Commission
      on March 15, 2007.  The sole purpose of this amendment is to correct
      the inadvertent omission of the performance graph from Item 5.





2





**ITEM
                5.**
            **MARKET
                FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
                PURCHASES OF EQUITY
                SECURITIES**




(a)
              Price
                  Range of Common Stock





The
      Company’s common equity is traded
      on the Over-The-Counter Bulletin Board (“OTCBB”) under the symbol
“ANTS”.





The
      following is the range of high and
      low closing bid prices of the Company’s stock, for the periods indicated
      below.  This information was obtained from Yahoo! Finance Historical
      Quotes, and can be found at the following Internet address:
http://finance.yahoo.com/q/hp?s=ANTS.OB.





High
            
            
            LowQuarter
                Ended December 31, 2006
            
            $
            2.85
            
            
            $
            1.99Quarter
                Ended September 30, 2006
            
            
            2.29
            
            
            
            2.00Quarter
                Ended June 30, 2006
            
            
            3.03
            
            
            
            2.11Quarter
                Ended March 31, 2006
            
            
            2.65
            
            
            
            2.00Quarter
                Ended December 31, 2005
            
            $
            2.90
            
            
            $
            1.80Quarter
                Ended September 30, 2005
            
            
            3.10
            
            
            
            1.94Quarter
                Ended June 30, 2005
            
            
            3.40
            
            
            
            2.10Quarter
                Ended March 31, 2005
            
            
            4.05
            
            
            
            2.10Quarter
                Ended December 31, 2004
            
            $
            2.18
            
            
            $
            1.04Quarter
                Ended September 30, 2004
            
            
            2.17
            
            
            
            1.60Quarter
                Ended June 30, 2004
            
            
            2.25
            
            
            
            1.80Quarter
                Ended March 31, 2004
            
            
            2.95
            
            
            
            0.80





The
      quotations reflect inter-dealer prices, without retail mark-up, markdown or
      commission and may not represent actual transactions.





As
      of
      March 1, 2007 there were 55,819,785 shares of common stock issued and
      outstanding and 1,434 registered holders of record of the Company’s common
      stock.





**COMPANY
      STOCK PRICE PERFORMANCE**





The
      following information shall not be deemed to be “soliciting material” or to be
“filed” with the Securities and Exchange Commission nor shall this information
      be incorporated by reference into any future filing under the Securities Act
      of
      1933, as amended, or the Securities Exchange Act of 1934, as amended, except
      to
      the extent that ANTs specifically incorporates it by reference into a
      filing.





The
      graph
      below compares the cumulative total shareholder return on ANTs software, inc.
      (ANTs) common stock for the last five full fiscal years with the cumulative
      return on the NASDAQ composite and the Peer group for the same period. The
      graph
      assumes that $100 was invested in ANTs common stock and in each of the other
      indices on December 31, 2001 and that all dividends were reinvested. ANTs has
      never paid cash dividends on its stock. The comparisons in the graph below
      are
      based on historical data, with ANTs common stock prices based on the closing
      price on the dates indicated and are not intended to forecast the possible
      future performance of ANTs common stock.




3







*
        $100
        invested on 12/31/01 in stock or indices-including reinvestment of dividends.
        Fiscal year ending December 31.


2001
              
              
              2002
              
              
              2003
              
              
              2004
              
              
              2005
              
              
              2006ANTs
                  software inc.
              
              $
              100.00
              
              
              $
              44.44
              
              
              $
              51.66
              
              
              $
              121.10
              
              
              $
              115.54
              
              
              $
              134.43NASDAQ
                  Composite
              
              $
              100.00
              
              
              $
              68.76
              
              
              $
              103.68
              
              
              $
              113.18
              
              
              $
              115.57
              
              
              $
              127.58Peer
                  Group
              
              $
              100.00
              
              
              $
              70.21
              
              
              $
              103.45
              
              
              $
              85.95
              
              
              $
              86.63
              
              
              $
              75.98




(b)
              Dividend
                Policy





The
      Company has not declared or paid
      cash dividends or made distributions in the past, and it does not anticipate
      that it will pay cash dividends or make distributions in the foreseeable
      future.





(c)
            Recent
                Sales of Unregistered Securities





In
      December 2006 the Company’s Board of
      Directors approved the terms of a private offering to raise working capital.
      The
      private offering consists of units (the “J Units”) sold at a per unit price of
      $50,000 with each J Unit comprised of (i) 14,285 shares of common stock of
      the
      Company (issued at a per share price of $1.75) and (ii) a convertible promissory
      note (the “Note”) with an initial face value of $25,000. In December 2006, the
      Company entered into agreements with accredited investors to purchase 40 J
      Units, raising $2,000,000. Pursuant to the sale, the Company issued 571,400
      shares of common stock of the Company and issued Notes with an initial face
      value of $1,000,000. The Notes bear interest at the rate of 10% per annum
      (simple interest) due and payable at the end of each fiscal quarter. The Notes
      mature 24 months from the issuance date, and are convertible into shares of
      the
      Company’s common stock, at the election of the holder, at a per share price of
      $2.00.  The Notes are prepayable without penalty upon 30 days
      notice.  The Notes are convertible at the election of the Company upon
      a certain event, and if converted at the election of the Company, the Company
      has agreed to register the shares of stock issuable upon conversion. The Company
      paid $40,000 in cash commissions and will issue 10,380 shares of common stock
      of
      the Company to a placement agent for services related to the J Unit sales.
      The
      net proceeds will be used to fund operations. The sales of these securities
      were
      made in reliance upon Rule 506 and Section 4(2) of the Securities Act of
      1933.




4




In
      January 2007, the Company sold an
      additional 180 J Units to accredited investors for an aggregate investment
      of
      $9,000,000. The terms and conditions of the additional 180 J units are identical
      to those sold in December 2006 as noted above. Pursuant to the sales, the
      Company will issue investors (i) 2,571,300 shares of common stock of the
      Company, and (ii) Notes with an initial face value of $4,500,000. The Company
      paid $900,000 in cash commissions and will issue 163,620 shares of common stock
      of the Company to a placement agent for services related to the J Unit sales.
      The net proceeds will be used to fund operations. The sales of these securities
      were made in reliance upon Rule 506 and Section 4(2) of the Securities Act
      of
      1933.





In
      March
      2007, the Company sold an additional 14 J Units to accredited investors for
      an
      aggregate investment of $700,000. The terms and conditions of the additional
      14
      J units are identical to those sold in December 2006 as noted above. Pursuant
      to
      the sales, the Company will issue investors (i) 199,990 shares of common stock
      of the Company, and (ii) Notes with an initial face value of $350,000. The
      Company will pay $70,000 in cash commissions and will issue 12,726 shares of
      common stock of the Company to a placement agent for services related to the
      J
      Unit sales. The net proceeds will be used to fund operations. The sales of
      these
      securities were made in reliance upon Rule 506 and Section 4(2) of the
      Securities Act of 1933.


5