Ownership Submission
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

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
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1. Name and Address of Reporting Person *
LENTZ NATHANAEL V
 2. Issuer Name and Ticker or Trading Symbol
VERTICALNET INC [VERT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)

400 CHESTER FIELD PARKWAY		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005
(Street)


MALVERN, PA 19355		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(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
Common Stock 12/23/2002   A4(1) 100,000 A $ 0.01 100,380 (2) D  
Common Stock 02/10/2004   A4(3) 76,471 A $ 0.01 176,851 (4) D  
Common Stock 05/05/2005   A4(5) 34,375 A $ 0.01 259,004 (6) D  
Common Stock 09/08/2005   A4(7) 34,375 A $ 0.01 293,379 (8) D  
Common Stock 11/22/2005   J4(9) 10,000 D $ 0.3832 (10) 328,379 (11) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LENTZ NATHANAEL V
400 CHESTER FIELD PARKWAY
MALVERN, PA 19355		   X     President and CEO  

Signatures

/s/ Christopher G. Kuhn, Power of Attorney 02/09/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes 100,000 shares of Common Stock that may be issued upon vesting of Restricted Stock Units: 25% of the grant vests on the 23rd day of every third month after December 23, 2002 until and including December 23, 2003 provided reporting person is an employee on those dates.
(2) Represents the reporting person's total beneficial ownership on December 23, 2002.
(3) Includes 76,471 shares of Common Stock that may be issued upon vesting of Restricted Stock Units: 33.33% of the 76,471 Restricted Stock Units vest on February 10, 2005; 16.67% vests on the tenth day of every sixth month thereafter until and including February 10, 2007 provided reporting person is an employee on those dates. These shares were mistakenly included in Table II in reporting person's Form 4 filed on February 12, 2004, as amended (the "February Form 4"), and therefore were not included in the calculation of total beneficial ownership in Table I of the February Form 4 or subsequent reports.
(4) Represents the reporting person's total beneficial ownership on February 10, 2004.
(5) Includes 34,375 shares of Common Stock that may be issued upon vesting of Restricted Stock Units: 25% of the 34,375 Restricted Stock Units vest on May 5, 2006; 6.25% vests on the fifth day of every third month thereafter until and including May 5, 2009 provided reporting person is an employee on those dates. This transaction has not been amended and is only being reported to gain access to the system to correct the description of the vesting of Restricted Stock Units as included in reporting person's Form 4 filed on May 9, 2005.
(6) Represents the reporting person's total beneficial ownership on May 5, 2005.
(7) Includes 34,375 shares of Common Stock that may be issued upon vesting of Restricted Stock Units: 25% of the 34,375 Restricted Stock Units vest on September 8, 2006; 6.25% vests on the fifth day of every third month thereafter until and including September 8, 2009 provided reporting person is an employee on those dates. This transaction has not been amended and is only being reported to gain access to the system to correct the description of the vesting of Restricted Stock Units as included in reporting person's Form 4 filed on September 12, 2005.
(8) Represents the reporting person's total beneficial ownership on September 8, 2005.
(9) Reporting person forfeited 10,000 shares of Common Stock as a result of the cancellation of deferral of distribution of Restricted Stock Units for 100,000 shares of Common Stock (the "Forfeiture"). The Forfeiture, which was exempt under Rule 16b-3, was not previously reported.
(10) Market price of Common Stock on November 22, 2005, the date of reporting person's election to cancel deferral of the distribution of Restricted Stock Units.
(11) Represents the reporting person's total beneficial ownership on November 22, 2005.

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