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SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
      Form 10-K/A
 (Amendment
    No. 1)
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    September 30, 2006ORo

TRANSITION REPORT PURSUANT TO SECTION 13 Or 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to    Commission file number: 0-24701
   CATAPULT COMMUNICATIONS
    CORPORATION
 (Exact name of registrant as
    specified in its charter)
   Nevada

77-0086010(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification Number)   160 South Whisman Road, Mountain View, California 94041
 (Address of principal executive
    offices, including zip code)
  Registrants telephone number, including area code:
    (650) 960-1025
 Securities Registered Pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Exchange on Which RegisteredCommon Stock, $0.001 par value

The NASDAQ Stock Market LLC   Securities
    Registered Pursuant to Section 12(g) of the Act:
    None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  o þ o
  Rule 12b-2 o þ




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EXPLANATORY
    NOTE
  Form 10-K/A Form 10-K Form 10-K.
  Form 10-K/A Form 10-K




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##### 



TABLE OF
    CONTENTS
  PagePART IIIItem 10.

DIRECTORS AND
    EXECUTIVE OFFICERS OF THE REGISTRANT


1Item 11.

EXECUTIVE
    COMPENSATION


3Item 12.

SECURITY OWNERSHIP
    OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
    STOCKHOLDER MATTERS


6Item 13.

CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS


7Item 14.

PRINCIPAL
    ACCOUNTANT FEES AND SERVICES


8PART IVItem 15.

EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES


9SIGNATURES


10EXHIBIT
    INDEX


11EXHIBIT 31.1EXHIBIT 31.2   i




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PART III  Item 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT  Form 10-K
  DirectorName of Nominee

Age

Principal Occupations

SincePeter S. Cross(1)(2)(3)


59


Retired


2003R. Stephen Heinrichs(1)


59


Retired


2005Nancy H. Karp(3)


61


Retired


1985Richard A. Karp


62


Chief Executive Officer and
    Chairman of the Board


1985Henry P. Massey, Jr.


67


Attorney


2001John M. Scandalios(1)(2)


76


Retired


1987Charles L. Waggoner(2)(3)


67


Retired


1991     (1)
    
    Member of the Audit Committee.(2)
    
    Member of the Compensation Committee.(3)
    
    Member of Nominating Committee.           1




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Audit
    Committee
    Section 16(a)
    Beneficial Ownership Reporting Compliance
    Code of
    Ethics
  Form 10-K
 2




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Item 11.
    EXECUTIVE
    COMPENSATION    Summary
    Compensation Table
  Annual Compensation


Long-TermOther Annual


Compensation


All OtherCompensation


Awards


CompensationName and Principal Position

Fiscal Year


Salary($)


Bonus($)


(1)($)


Options(#)


(2)($)Richard A. Karp


2006



320,004



3,244







30,000



18,197Chief Executive Officer and


2005



320,004



148,966







20,000



16,435Chairman of the board of directors


2004



320,004



250,450







10,000



13,380David Mayfield


2006



287,500



2,883







40,000



12,973President and


2005



260,000



139,743







20,000



11,698Chief Operating Officer


2004



260,000



234,809







10,000



10,762Christopher Stephenson


2006



207,667



2,162







40,000



10,676Vice President, Chief Financial


2005



182,000



114,070







10,000



9,424Officer and Secretary


2004



182,000



191,087







10,000



8,531Sean Kelly


2006



200,000



2,883







30,000



16,586Vice President, Sales


2005



200,000



130,518







20,000



14,9832004



200,000



218,236







10,000



15,093Glenn Stewart


2006



200,000



1,622







20,000



12,647Vice President,


2005



200,000



75,174







10,000



11,527Chief Technology Officer


2004



200,000



128,125







10,000



11,340     (1)
    
    Includes perquisites only where the aggregate amount thereof
    equals or exceeds the lesser of $50,000 of 10% of the salary
    plus bonus for the executive officer.(2)
    
    Includes (a) health insurance premiums in fiscal 2006 of
    approximately $15,006 for Dr. Karp, $9,903 for
    Mr. Mayfield, $9,903 for Mr. Stephenson, $13,842 for
    Mr. Kelly and $9,903 for Mr. Stewart;
    (b) employer matching contributions to each officers
    401-K plan
    in fiscal 2006 of $2,000 for Dr. Karp, $2,000 for
    Mr. Mayfield, $2,000 for Mr. Kelly and $2,000 for
    Mr. Stewart; and (c) life insurance premiums paid by
    us in the amount of $1,190 for Dr. Karp, $1,070 for
    Mr. Mayfield, $773 for Mr. Stephenson, $744 for
    Mr. Kelly and $744 for Mr. Stewart. 3




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Option
    Grants
    Option
    Grants in Last Fiscal Year
  Potential RealizableIndividual Grants(1)


Value at AssumedNumber of


% of Total








Annual Rates ofSecurities


Options








Stock PriceUnderlying


Granted to








AppreciationOptions


Employees in


Exercise Price


Expiration


for Option Term(4)Name

Granted(#)(1)


Fiscal Year(2)


Per Share ($/sh)


Date (s)(3)


5%($)


10%($)Richard A. Karp


30,000



5.4
%


12.55



04/30/16



236,779



600,044David Mayfield


40,000



7.1
%


12.55



04/30/16



315,705



800,059Christopher Stephenson


40,000



7.1
%


12.55



04/30/16



315,705



800,059Sean Kelly


30,000



5.4
%


12.55



04/30/16



236,779



600,044Glenn Stewart


20,000



3.6
%


12.55



04/30/16



157,853



400,029     (1)
    
    These options were granted pursuant to our 1998 Stock Plan and
    have terms of 10 years, subject to earlier termination in
    certain events related to termination of employment. These
    options vest as to 1/8th of the underlying shares six
    months after the date of grant, and as to 1/48th of the
    shares each month thereafter. The exercise price of the options
    we grant is equal to the fair market value of our Common Stock
    as measured by the closing sales price of our Common Stock on
    the Nasdaq National Market on the date of grant. The exercise
    price may be paid by cash or check, or surrender of shares of
    our Common Stock owned by the optionee for more than six months.
    Alternatively, optionees may exercise their shares under a
    cashless exercise program. Under this program, the optionee may
    provide irrevocable instructions to sell the shares acquired on
    exercise and to remit to us a cash amount equal to the exercise
    price and all applicable withholding taxes.(2)
    
    Based on an aggregate of 559,585 shares subject to options
    granted in fiscal 2006.(3)
    
    Options may terminate before their expiration dates if the
    optionees status as an employee or consultant is
    terminated or upon the optionees death or disability.(4)
    
    The potential realizable value is calculated based on the term
    of the option (10 years) and assumes that the deemed value
    at the date of grant appreciates at the indicated annual rate,
    compounded annually for the entire term of the option, and that
    the option is exercised and sold on the last day of its term for
    the appreciated stock price. The 5% and 10% assumed annual rates
    of compounded stock price appreciation are mandated by rules of
    the Securities and Exchange Commission and do not represent the
    Companys estimate or projection of the Companys
    future Common Stock prices. 4




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Option
    Exercises and Values
    Aggregated
    Option Exercises in Last Fiscal Year and Fiscal Year-End Option
    Values
  Value of UnexercisedShares





Number of Unexercised Options


In-the-Money
    OptionsAcquired on


Value


at September 30, 2006 (#)


at September 30, 2006 ($)(1)Name

Exercise(#)


Realized($)


Exercisable


Unexercisable


Exercisable


UnexercisableRichard A. Karp










154,166



45,834



43,732



7,468David Mayfield










115,666



55,834



43,732



7,468Christopher Stephenson










34,874



49,376



34,132



7,468Sean Kelly










72,832



54,168







Glenn Stewart


22,500



307,275



98,624



29,376



43,732



7,468     (1)
    
    Value of
    in-the-money
    options is based on market value of the Companys Common
    Stock on September 30, 2006 of $8.36 minus the exercise
    price.  Employment
    Agreements and Change in Control Arrangements
    Compensation
    Committee Interlocks and Insider Participation
    Director
    Compensation
     5




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Item 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Equity
    Compensation Plan Information
    Number of SecuritiesRemaining Available forFuture Issuance UnderNumber of Securities to be


Weighted-Average Exercise


Equity CompensationIssued Upon Exercise of


Price of Outstanding


Plans (ExcludingOutstanding Options,


Options,


Securities ReflectedPlan Category

Warrants and Rights


Warrants and Rights


in Column(a))(a)


(b)


(c)Equity compensation plans approved
    by security holders


2,334,867
(1)

$
15.14



933,418
(2)Equity compensation plans not
    approved by security holders










Total


2,334,867


$
15.14



933,418     (1)
    
    Of these shares of Common Stock, 1,200 shares were subject
    to outstanding options under the 1989 Stock Option Plan and
    2,333,667 shares were subject to outstanding options under
    the 1998 Stock Plan.(2)
    
    These shares of Common Stock remain available for future
    issuance under the 1998 Stock Plan. The 1998 Employee Stock
    Purchase Plan was terminated on October 31, 2005. The 1989
    Stock Option Plan and the UK Executive Share Option Scheme were
    terminated in 1999, and no shares are available for future grant
    thereunder.  PRINCIPAL
    STOCKHOLDERS
    
    each stockholder known by us to own beneficially more than 5% of
    our Common Stock;
    each of our executive officers named in the summary compensation
    table under Item 11, Part III of this report;
    each of our directors; and
    all of our directors and executive officers as a group.    6




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Number ofShares


Total SharesUnderlying


and SharesOptions or


UnderlyingConvertible


ExercisableNumber of


Securities


Options or


PercentageOutstanding


Exercisable


Convertible


of OutstandingShares


on or before


Securities


SharesBeneficially


February 6,


Beneficially


BeneficiallyName and Address

Owned


2006


Owned


OwnedRichard A. Karp(1)


2,830,770



163,125



2,993,895



21.11
%Fidelity Management &
    Research(3)


1,898,032







1,898,032



13.54
%82 Devonshire StreetBoston, Massachusetts 02109Royce & Associates LLC(5)


1,424,725







1,424,725



10.16
%1414 Avenue Of The AmericasNew York, New York 10019T. Rowe Price Associates, Inc.(4)


1,396,100







1,396,100



9.96
%100 East Pratt St.Baltimore, MD 21202Nancy H. Karp(2)


1,347,281



19,844



1,367,125



9.74
%Glenn Stewart


110,636



104,875



215,511



1.53
%Sean Kelly


900



86,374



87,274



*David Mayfield






126,500



126,500



*Christopher Stephenson






44,875



44,875



*John M. Scandalios


30,810



19,844



50,654



*Charles L. Waggoner(6)


14,500



19,844



34,344



*Henry P. Massey, Jr.


4,000



34,844



38,844



*Peter S. Cross






16,927



16,927



*R. Stephen Heinrichs






10,208



10,208



*All directors and executive
    officers as a group (17 persons)(1)(2)(6)


4,389,169



1,095,249



5,484,418



36.28     *
    
    Less than 1%(1)
    
    Includes 78,330 shares held by trusts for the benefit of
    Dr. Karps children of which Dr. Karp is a
    trustee. Dr. Karp has voting and dispositive control over
    such shares.(2)
    
    Includes 61,328 shares held by trusts for the benefit of
    Ms. Karps children of which Ms. Karp is a
    trustee. Ms. Karp has voting and dispositive control over
    such shares.(3)
    
    Information based on the Schedule 13F filed for the quarter
    ended September 30, 2006 with the Securities and Exchange
    Commission by Fidelity Management & Research, LLC.(4)
    
    Information based on the Schedule 13F filed for the quarter
    ended September 30, 2006 with the Securities and Exchange
    Commission by T. Rowe Price Associates, Inc.(5)
    
    Information based on the Schedule 13F filed for the quarter
    ended September 30, 2006 with the Securities and Exchange
    Commission by Royce & Associates LLC.(6)
    
    Includes 1,500 shares held by trusts for the benefit of
    Mr. Waggoners two grandchildren of which
    Mr. Waggoner is a trustee. Mr. Waggoner has voting and
    dispositive control over such shares.  Item 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS  Certain
    Transactions
   7




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Item 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES    Fiscal


FiscalFee Category

2006 Fees


2005 FeesAudit Fees

$
1,124,950


$
1,356,887Audit-Related Fees






Tax Fees






62,585All Other Fees


1,500



1,589Total Fees

$
1,126,450


$
1,421,061   Audit Fees.
  Audit-Related Fees.
  Tax Fees.
  All Other Fees.
   8




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PART IV  Item 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Form 10-K/A.
  Exhibit No.

Exhibit Title31
.1

Certification of Chief Executive
    Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
    Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231
.2

Certification of Chief Financial
    Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
    Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  9




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SIGNATURES      By:
    /s/  Richard
    A. Karp   Chief Executive Officer & Chairman of the Board
      Signature

Title

Date/s/  Richard
    A. Karp(Richard
    A. Karp)

Chief Executive Officer, Chairman
    of the Board (Principal Executive Officer)

January 29, 2007/s/  Christopher
    A.
    Stephenson(Christopher
    A. Stephenson)

Chief Financial Officer (Principal
    Financial and Principal Accounting Officer)

January 29, 2007/s/  Charles
    L.
    Waggoner*(Charles
    L. Waggoner)

Director

January 29, 2007/s/  R.
    Stephen
    Heinrichs*(R.
    Stephen Heinrichs)

Director

January 29, 2007/s/  John
    M.
    Scandalios*(John
    M. Scandalios)

Director

January 29, 2007/s/  Nancy
    H. Karp*(Nancy
    H. Karp)

Director

January 29, 2007/s/  Henry
    P.
    Massey, Jr.*(Henry
    P. Massey, Jr.)

Director

January 29, 2007/s/  Peter
    S. Cross*(Peter
    S. Cross)

Director

January 29, 2007   By:
    /s/  Richard
    A. Karp   Attorney-in-Fact
    *
    
    Such signature has been affixed pursuant to a Power of Attorney
    filed as an exhibit to the Annual Report on
    Form 10-K
    filed on December 29, 2006 and is incorporated herein by
    reference. 10




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EXHIBIT INDEX  Exhibit No.

Exhibit Title31
.1

Certification of Chief Executive
    Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
    Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231
.2

Certification of Chief Financial
    Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
    Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  11