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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                                    FORM 8-K

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                                 CURRENT REPORT

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

       Date of Report (Date of earliest event reported): December 27, 2006


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                                 NETMANAGE, INC.
             (Exact name of registrant as specified in its charter)


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          DELAWARE                    0-22158                 77-0252226
(State or other jurisdiction  (Commission File Number)      (IRS Employer
     of incorporation)                                   Identification No.)


20883 STEVENS CREEK BOULEVARD, CUPERTINO, CALIFORNIA          95014
      (Address of principal executive offices)              (Zip Code)

       Registrant's telephone number, including area code: (408) 973-7171

                                       N/A
          (Former name or former address, if changed since last report)
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[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[_]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))



ITEM 7.01. Regulation FD Disclosure

CUPERTINO, Calif.-- December 27, 2006-- NetManage, Inc. (NASDAQ:NETM), a leading
software  company that  provides  solutions  for  integrating,  Web enabling and
accessing enterprise information systems, confirmed today that Riley Acquisition
LLC, which is owned by Riley Investment  Partners,  L.P. (formerly known as SACC
Partners LP) has commenced an unsolicited partial tender offer to purchase up to
1,296,890  shares  of  NetManage  common  stock  for  $5.25  per  share in cash.
According  to the offer to  purchase  filed  with the  Securities  and  Exchange
Commission,  the offer will expire at 5:00 p.m.,  New York time,  on January 22,
2007 unless Riley  decides to extend the offer.  A copy of the press  release is
attached  hereto as an Exhibit  and is  incorporated  herein in its  entirety by
reference.


ITEM 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

(a) NONE
(b) NONE

(c) Exhibit Description
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      99.1  Press Release of NetManage, Inc. dated December 27, 2006.

The  information  in this report,  including  the exhibit  hereto,  shall not be
deemed to be "filed" for purposes of Section 18 of the  Securities  Exchange Act
of 1934, as amended,  or otherwise subject to the liabilities of that section or
Sections  11 and  12(a)(2)  of the  Securities  Act of  1933,  as  amended.  The
furnishing of the  information  in this report  (including  the exhibit  hereto)
shall not be deemed an admission that such  furnishing is required by Regulation
FD or that the information in this report contains material  information that is
not otherwise publicly available.


                                   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.


                                NETMANAGE, INC.

                                By: /s/ Zvi Alon
                                --------------------------------
                                        Zvi Alon
                                Chairman, President and Chief Executive Officer


Date: December 27, 2006


                                INDEX TO EXHIBITS


Exhibit Description
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  99.1  Press Release of NetManage, Inc. dated December 27, 2006.