SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 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): September 16, 2004

                                 ZANETT, INC.
---------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)




           Delaware               0-27068               56-43895
       -----------------      ----------------    ---------------------
        (State or Other         (Commission            (IRS Employer
        Jurisdiction of         File Number)         Identification No.)
         Incorporation)


             157 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

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

                               Not Applicable
____________________________________________________________________________
        (Former Name or Former Address, if Changed Since Last Report)

<PAGE>

Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant

On November 16, 2004, Zanett Inc. (the "Company") filed a registration
statement with the Securities and Exchange Commission to sell up to $50
million in renewable unsecured subordinated notes. The notes will be marketed
and sold through Minneapolis-based Sumner Harrington Ltd., which is acting as
selling agent. The Company may offer the notes from time to time with
maturities ranging from three months to ten years. The interest rate of the
notes will be established at the time when they are purchased by investors
and will remain fixed throughout each term. The Company intends to use the
net proceeds to repay certain existing debt, to expand the business through
acquisition and for other general corporate purposes.

On November 16, 2004 the Company issued a press release concerning this notes
offering. It is attached as Exhibit 99.1.

<PAGE>

                                 SIGNATURE

        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.

                                          ZANETT, INC.


                                      By:________________________________
                                         Name:  Jack M. Rapport
                                         Title: Chief Financial Officer


Date:  November 17, 2004
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{"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": "041151708"}, "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, DC 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): September 16, 2004

                                 ZANETT, INC.
---------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

           Delaware               0-27068               56-43895
       -----------------      ----------------    ---------------------
        (State or Other         (Commission            (IRS Employer
        Jurisdiction of         File Number)         Identification No.)
         Incorporation)

             157 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

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

                               Not Applicable
____________________________________________________________________________
        (Former Name or Former Address, if Changed Since Last Report)
Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant

On November 16, 2004, Zanett Inc. (the "Company") filed a registration
statement with the Securities and Exchange Commission to sell up to $50
million in renewable unsecured subordinated notes. The notes will be marketed
and sold through Minneapolis-based Sumner Harrington Ltd., which is acting as
selling agent. The Company may offer the notes from time to time with
maturities ranging from three months to ten years. The interest rate of the
notes will be established at the time when they are purchased by investors
and will remain fixed throughout each term. The Company intends to use the
net proceeds to repay certain existing debt, to expand the business through
acquisition and for other general corporate purposes.

On November 16, 2004 the Company issued a press release concerning this notes
offering. It is attached as Exhibit 99.1.
SIGNATURE

        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.

                                          ZANETT, INC.

                                      By:________________________________
                                         Name:  Jack M. Rapport
                                         Title: Chief Financial Officer

Date:  November 17, 2004