UNITED STATES 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): February 28, 2006

LIQUIDITY SERVICES, INC.

(Exact name of registrant as specified in its charter)

(202) 467-6868

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 8.01 Other Events

On March 13, 2006, Liquidity Services, Inc., issued a press release announcing that the underwriters of the company’s initial public offering had exercised in full their over-allotment option to purchase an additional 1,153,104 shares of common stock from certain selling stockholders at the initial public offering price of $10.00 per share.

A copy of the press release is included herewith as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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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 hereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

Underwriters Exercise Full Over-allotment

of Liquidity Services, Inc. Common Stock

Washington, DC – March 13, 2006 – Liquidity Services Inc. (NASDAQ: LQDT) announced that the underwriters of its initial public offering have exercised in full their over-allotment option to purchase an additional 1,153,104 shares of common stock from the selling stockholders identified in the offering prospectus at the initial public offering price of $10 per share.  Liquidity Services, Inc. (LSI) did not receive any of the proceeds from the sale.

The over-allotment exercise brings LSI’s total initial public offering to 8,840,466 shares of common stock, including 5,000,000 shares offered by the company and 3,840,466 shares offered by selling stockholders.  The offering, including the over-allotment option, closed on February 28, 2006.

A copy of the prospectus relating to these securities may be obtained from: Friedman, Billings, Ramsey & Co., Inc. at 1001 Nineteenth Street North, 18th Floor, Arlington, VA 22209 or RBC Capital Markets at Two Embarcadero Center, Suite 1200, San Francisco, CA 94111.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, and there shall not be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Liquidity Services, Inc.

Liquidity Services Inc. (NASDAQ: LQDT) and its subsidiaries enable corporations and government agencies to market and sell surplus assets and wholesale goods quickly and conveniently using online auction marketplaces and value-added services. The Company is based in Washington, D.C. Additional information can be found at: www.liquidityservicesinc.com.

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Media Contact:

Julie Davis

Liquidity Services, Inc.

julie.davis@liquidityservicesinc.com

202.467.6868 ext 234