Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
   
  On October 19, 2005, Teknowledge Corporation issued a press release, attached to this Current Report on Form 8–K. The information disclosed in attached exhibit 99.1 is incorporated herein by reference.
   
   

Item 9.01 Financial Statements and Exhibits.

        (c)      Exhibits.

 Exhibit      
 Number                                       Description                                                                         
99.1   Press release dated October 19, 2005  
   

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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 hereunto duly authorized.

  Teknowledge Corporation
  (Registrant)
   
Date: October 19, 2005     by: /s/ Dennis A. Bugbee    
  Dennis A. Bugbee,
Vice President Finance,
Chief Financial Officer

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