FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported 		UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Simpson Todd G

2. Issuer Name and Ticker or Trading Symbol

DITECH NETWORKS INC [DITC]

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)

(Last)          (First)          (Middle)

3099 NORTH FIRST STREET, SUITE 100

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
4/30/2012 
(Street)

SAN JOSE, CA 95134

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person


Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy)   $0.36   5/26/2011     A   26971       11/26/2011   (1) 4/20/2014   Common Stock   26971   $0   53942   D    
Non-Qualified Stock Option (right to buy)   $0.7699   5/26/2011     A   60000       11/26/2011   (2) 12/19/2008   Common Stock   60000   $0   60000   D    
Non-Qualified Stock Option (right to buy)   $0.7699   5/26/2011     A   60000       11/26/2011   (2) 12/19/2008   Common Stock   60000   $0   120000   D    
Non-Qualified Stock Option (right to buy)   $1.28   5/26/2011     A   115000       11/26/2011   (3) 12/17/2009   Common Stock   115000   $0   115000   D    

Explanation of Responses:
( 1)  The reported transaction involved the amendment of exercisable date of an existing option which was originally granted on April 20, 2004. On May 26, 2011, the option was amended to extend the post-termination exercise period from 90 days to 180 days.
( 2)  The reported transaction involved the amendment of exercisable date of an existing option which was originally granted on December 19, 2008. On May 26, 2011, the option was amended to extend the post-termination exercise period from 90 days to 180 days.
( 3)  The reported transaction involved the amendment of exercisable date of an existing option which was originally granted on December 17, 2009. On May 26, 2011, the option was amended to extend the post-termination exercise period from 90 days to 180 days.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Simpson Todd G
3099 NORTH FIRST STREET, SUITE 100
SAN JOSE, CA 95134 		X



Signatures
By: Thien Vinh For: Todd G. Simpson 6/11/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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