FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person *   Petrucelly Louis J 2. Date of Event Requiring Statement (Month/Day/Year) 05/25/2012 3. Issuer Name and Ticker or Trading Symbol FALCONSTOR SOFTWARE INC [FALC] (Last) (First) (Middle) C/O FALCONSTOR SOFTWARE, INC., 2 HUNTINGTON QUADRANGLE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) MELVILLE, NY 11747 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 15,500 D (1) Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	  (2)	04/03/2017	Common Stock	10,000	$ 10.84	D	Â
Stock Option (right to buy)	  (2)	03/10/2018	Common Stock	10,000	$ 7.14	D	Â
Stock Option (right to buy)	  (2)	11/06/2018	Common Stock	15,000	$ 2.63	D	Â
Stock Option (right to buy)	  (2)	03/09/2019	Common Stock	15,000	$ 2.25	D	Â
Stock Option (right to buy)	  (3)	08/06/2019	Common Stock	12,000	$ 5.12	D	Â
Stock Option (right to buy)	  (4)	03/11/2020	Common Stock	10,000	$ 3.93	D	Â
Stock Option (right to buy)	  (5)	12/20/2020	Common Stock	15,000	$ 3.31	D	Â
Stock Option (right to buy)	  (6)	05/09/2021	Common Stock	25,000	$ 4.12	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Petrucelly Louis J C/O FALCONSTOR SOFTWARE, INC. 2 HUNTINGTON QUADRANGLE MELVILLE, NY 11747	Â	Â	  Chief Financial Officer	Â

Signatures

/s/ Louis J. Petrucelly		05/31/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Includes 6,725 shares of Restricted Stock. The restrictions will lapse as to 2,475 of these shares on August 5, 2012, 1,700 of these shares on August 6, 2012, and 2,550 of these shares on August 5, 2013.
(2)	The options were granted under the Company's 2006 Incentive Stock Plan, as amended. All of these options have vested and are exercisable.
(3)	The options were granted under the Company's 2006 Incentive Stock Plan, as amended. 3,960 of these options vested and became exercisable on August 6, 2010; an additional 3,960 vested and became exercisable on August 6, 2011; and the remaining 4,080 will vest and become exercisable on August 6, 2012.
(4)	The options were granted under the Company's 2006 Incentive Stock Plan, as amended. 3,300 of these options vested and became exercisable on March 11, 2011; an additional 3,300 vested and became exercisable on March 11, 2012; and the remaining 3,400 will vest and become exercisable on March 11, 2013.
(5)	The options were granted under the Company's 2006 Incentive Stock Plan, as amended. 4,950 of these options vested and became exercisable on December 20, 2011; an additional 4,950 will vest and become exercisable on December 20, 2012; and the remaining 5,100 will vest and become exercisable on December 20, 2013.
(6)	The options were granted under the Company's 2006 Incentive Stock Plan, as amended. 8,250 of these options vested and became exercisable on May 9, 2012; an additional 8,250 will vest and become exercisable on May 9, 2013; and the remaining 8,500 will vest and become exercisable on May 9, 2014.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.