SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT
              PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                            EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported) May 24, 2004


                                 ZANETT, INC.

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              (Exact name of registrant as specified in charter)


         Delaware                    0-27068                56-4389547
----------------------        ----------------------     --------------------
(State or other jurisdiction  (Commission File Number)    IRS Employer
   of incorporation					      Identification No.)


135 East 57th Street, 15th Floor, New York, NY                    10022
---------------------------------------------                   ------
(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code	     (212)-980-4600
                                                           --------------
-------------------------------------------------------------------------



        (Former name or former address, if changed since last report)



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<PAGE>

Item 5. Results Of Operations and Financial Condition

On May 24, 2004, Zanett Inc. ("Zanett" or the "Company") announced its
financial results for the first quarter ended March 31, 2004. The full text
of the press release issued in connection with the announcement is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Form 8-K (including Exhibit 99.1) shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934
(the "Exchange Act") or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.

The attached press release contains non-GAAP financial measures. The non-GAAP
measures included in the press release should be considered in addition to,
not as a substitute for, or superior to other measures of the Company's
financial position prepared in accordance with generally accepted accounting
principles.

The attached press release discloses EBITDA, a non-GAAP financial measure
which represents net income as presented in the statement of operations under
GAAP before interest, taxes, depreciation and amortization and reconciles
EBITDA to GAAP net income. EBITDA, as defined above, may not be similar to
EBITDA measures used by other companies. We believe that EBITDA provides
useful information to investors about the Company's performance because it
eliminates the effects of period to period changes in costs associated with
capital investments and income from interest on our cash and marketable
securities that are not directly attributable to the underlying performance
of the Company's business operations. Management uses EBITDA in evaluating
the overall performance of the Company's business operations.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


ZANETT, INC.


Date:	June 1, 2004			by:   /s/ Jack M. Rapport
      ------------                        -------------------
		Name:  Jack M. Rapport
		Title: Chief Financial Officer


<PAGE>
                                Exhibit Index


Exhibit No.                           Description
-----------     --------------------------------------------------------------
99.1	          Press release, dated May 24, 2004, entitled "65% Revenue
                Increase in Q1 Reported by Zanett. "
[{"type": "8-K", "sequence": "1", "filename": "r8kex99body2003results.txt", "secsgml_size_bytes": 4009}]
{"company-data": {"conformed-name": "ZANETT INC", "cik": "0001133872", "assigned-sic": "7389", "irs-number": "564389547", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-32315", "film-number": "04841425"}, "business-address": {"street1": "135 E 57TH STREET", "street2": "15TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2127595700"}, "mail-address": {"street1": "135 E 57TH ST 15TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": {"former-conformed-name": "PLANET ZANETT INC", "date-changed": "20010206"}}
SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT
              PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                            EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported) May 24, 2004

                                 ZANETT, INC.

-----------------------------------------------------------------------------

              (Exact name of registrant as specified in charter)

         Delaware                    0-27068                56-4389547
----------------------        ----------------------     --------------------
(State or other jurisdiction  (Commission File Number)    IRS Employer
   of incorporation					      Identification No.)

135 East 57th Street, 15th Floor, New York, NY                    10022
---------------------------------------------                   ------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code	     (212)-980-4600
                                                           --------------
-------------------------------------------------------------------------

        (Former name or former address, if changed since last report)

-----------------------------------------------------------------------------
Item 5. Results Of Operations and Financial Condition

On May 24, 2004, Zanett Inc. ("Zanett" or the "Company") announced its
financial results for the first quarter ended March 31, 2004. The full text
of the press release issued in connection with the announcement is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Form 8-K (including Exhibit 99.1) shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934
(the "Exchange Act") or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.

The attached press release contains non-GAAP financial measures. The non-GAAP
measures included in the press release should be considered in addition to,
not as a substitute for, or superior to other measures of the Company's
financial position prepared in accordance with generally accepted accounting
principles.

The attached press release discloses EBITDA, a non-GAAP financial measure
which represents net income as presented in the statement of operations under
GAAP before interest, taxes, depreciation and amortization and reconciles
EBITDA to GAAP net income. EBITDA, as defined above, may not be similar to
EBITDA measures used by other companies. We believe that EBITDA provides
useful information to investors about the Company's performance because it
eliminates the effects of period to period changes in costs associated with
capital investments and income from interest on our cash and marketable
securities that are not directly attributable to the underlying performance
of the Company's business operations. Management uses EBITDA in evaluating
the overall performance of the Company's business operations.
SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

ZANETT, INC.

Date:	June 1, 2004			by:   /s/ Jack M. Rapport
      ------------                        -------------------
		Name:  Jack M. Rapport
		Title: Chief Financial Officer
Exhibit Index

Exhibit No.                           Description
-----------     --------------------------------------------------------------
99.1	          Press release, dated May 24, 2004, entitled "65% Revenue
                Increase in Q1 Reported by Zanett. "