SEC FILE NUMBER
0-26944

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):     þ Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form N-SAR ¨ Form N-CSR

For Period Ended:      December 31, 2004                                        

¨     Transition Report on Form 10-K	¨     Transition Report on Form 10-Q
¨     Transition Report on Form 20-F	¨     Transition Report on Form N-SAR
¨     Transition Report on Form 11-K

For the Transition Period Ended:                                         

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any

information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Vitria Technology, Inc.

(Full Name of Registrant)

N/A

(Former Name if Applicable)

945 Stewart Street

(Address of Principal Executive Office (Street and Number))

Sunnyvale, CA 94085

(City, State and Zip Code)

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
ý	(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F,11-K Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report portion thereof, could not be filed within the prescribed time period.

Vitria Technology, Inc. will not complete its Annual Report on Form 10-K for the fiscal year ended December 31, 2004 within the prescribed time because of delays in completing the preparation of the footnotes to the financial statements, the business section and the management discussion and analysis sections of the Form 10-K. This delay was due to a combination of factors, including the unplanned change in our independent registered public accounting firm in September 2004 and additional internal control procedures and testing required under Section 404 of the Sarbanes-Oxley Act of 2002. As a result we will not complete the Form 10-K by March 16, 2005 without unreasonable effort and expense. We expect to file our Form 10-K on or before March 31, 2005 (the fifteenth calendar day following the prescribed due date, as permitted by Rule 12b-25).

Sarbanes-Oxley Act Section 404 Assessment

Vitria management is still in the process of evaluating the effectiveness of its internal controls over financial reporting as required under the provisions of Section 404 of the Sarbanes-Oxley Act of 2002.

During the course of this evaluation to date, we have concluded that there is at least one control deficiency that constitutes a material weakness in our internal controls over financial reporting as of December 31, 2004. In particular, we identified that our personnel responsible for

overseeing our revenue recognition process in Japan provided inadequate oversight to ensure that such revenue was properly recognized. Vitria’s management has taken action to remediate this material weakness, and expects that future tests of this key internal control will determine that the control is operating effectively. The failure of this key control resulted in an adjustment of approximately $40,000 in revenue for 2004, and this adjustment was recorded in our books prior to issuing our financial statements for 2004 on Form 8-K on February 15, 2005.

PART IV— OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Michael D. Perry	408	212-2700
(Name)	(Area Code)	(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ýYes ¨No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ýYes ¨No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Vitria’s results of operations to be reflected in the financial statements in the Form 10-K will be consistent with the financial statements attached hereto. Vitria’s net revenues for the year ended December 31, 2004 were $61.9 million compared with $80.7 million for the year ended December 31, 2003. Vitria’s net loss for the year ended December 31, 2004 was $15.9 million, or $0.48 per share based on approximately 33.1 million basic and diluted shares compared with a net loss of $30.9 million or a loss of $0.95 per share based on approximately 32.6 million basic and diluted shares outstanding for the year ended December 31, 2003.

Vitria Technology, Inc.

(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date March 16, 2005 By /s/ Michael D. Perry

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

Vitria Technology, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share information)

	Year ended
	December 31
	2004			2003			2002
	(unaudited)				*			*
Revenues
License	$	14,947		$	30,089		$	36,009
Service and other		46,938			50,630			61,318
Total revenues		61,885			80,719			97,327
Cost of revenues
License		667			614			2,845
Service and other		23,635			23,857			32,719
Total cost of revenues		24,302			24,471			35,564
Gross profit		37,583			56,248			61,763
Operating expenses
Sales and marketing		21,990			39,773			72,709
Research and development		17,507			18,249			30,970
General and administrative		13,316			13,176			20,736
Stock based compensation		354			423			1,616
Amortization and impairment of intangible assets		—			—			2,748
Impairment of goodwill		—			—			7,047
Restructuring charges		1,052			16,117			19,516
Total operating expenses		54,219			87,738			155,342
Loss from operations		(16,636	)		(31,490	)		(93,579	)
Other income, net		1,235			1,203			3,083
Net loss before income taxes		(15,401	)		(30,287	)		(90,496	)
Provision for income taxes		493			594			1,187
Net loss	$	(15,894	)	$	(30,881	)		(91,683	)
Basic and diluted net loss per share	$	(0.48	)	$	(0.95	)		(2.83	)
Weighted average shares used in calculating basic and diluted net loss per share		33,069			32,626			32,397

* Derived from audited financial statements

Vitria Technology, Inc.
Condensed Consolidated Balance Sheets
(in thousands)

	December 31,			December 31,
	2004			2003
	(unaudited)				*
Assets
Current assets
Cash and cash equivalents	$	32,106		$	8,782
Short-term investments		46,457			82,754
Accounts receivable, net		10,529			15,471
Other current assets		1,880			3,568
Total current assets		90,972			110,575
Property and equipment, net		1,053			2,805
Other assets		872			745
Total assets	$	92,897		$	114,125
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	1,777		$	1,837
Accrued compensation		4,186			3,743
Accrued liabilities		4,086			3,783
Accrued restructuring expenses		6,091			6,831
Deferred revenue		11,082			13,864
Total current liabilities		27,222			30,058
Long-term liabilities
Accrued restructuring expenses		7,332			11,980
Other long-term liabilities		750			131
Total long-term liabilities		8,082			12,111
Stockholders’ Equity
Common stock		33			33
Additional paid-in capital		275,366			273,854
Unearned stock-based compensation		—			(79	)
Notes receivable from stockholders		—			(193	)
Accumulated other comprehensive income		382			635
Accumulated deficit		(217,692	)		(201,798	)
Treasury stock		(496	)		(496	)
Total stockholders’ equity		57,593			71,956
Total liabilities and stockholders’ equity	$	92,897		$	114,125

*Derived from audited financial statements