UNITED STATES

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): December 21, 2011

DITECH NETWORKS, INC.

(Exact name of registrant as specified in its charter)

825 E. Middlefield Road

Mountain View, Ca. 94043

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (650) 623-1300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 1.01.  Entry into a Material Definitive Agreement.

On December 21, 2011, Ditech Networks, Inc. entered into a lease for its executive offices located at 3099 North First Street, San Jose, CA 95134 with ECI Montague LLC.  The material terms of the lease include: a 63 month lease term commencing February 1, 2012 through April 30, 2017, with one option to early terminate the lease at thirty one months, with the payment of an agreed upon amount; a monthly base rent beginning at $21,107 per month and increasing over the term of the lease at $0.05 increase per square per month per year, to $25,128 per month, net of costs and property taxes associated with the operation and maintenance of the leased premises.

The above description of the lease does not purport to be complete and is qualified in its entirety by reference to the lease, which will be filed as an exhibit to our quarterly report on Form 10-Q for the period ended January 31, 2012.

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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, thereunto duly authorized.

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