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

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1. Name and Address of Reporting Person *   CRITERION CAPITAL MANAGEMENT LLC 2. Date of Event Requiring Statement (Month/Day/Year) 07/14/2005 3. Issuer Name and Ticker or Trading Symbol CENTRA SOFTWARE INC [CTRA] (Last) (First) (Middle) 435 PACIFIC AVENUE, 5TH FLOOR 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Affiliate of Director (1) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) SAN FRANCISCO, CA 94133 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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 1,736,900 I See Notes (1) (2)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CRITERION CAPITAL MANAGEMENT LLC 435 PACIFIC AVENUE 5TH FLOOR SAN FRANCISCO, CA 94133	Â	Â	Â	Affiliate of Director (1)
Lord Christopher Hawkins 435 PACIFIC AVENUE 5TH FLOOR SAN FRANCISCO, CA 94133	Â	Â	Â	Affiliate of Director (1)
Marwell Evan Chandler 435 PACIFIC AVENUE 5TH FLOOR SAN FRANCISCO, CA 94133	Â	Â	Â	Affiliate of Director (1)

Signatures

Criterion Capital Management, LLC by Christopher H. Lord, Manager		07/18/2005
**Signature of Reporting Person		Date
Christopher H. Lord		07/18/2005
**Signature of Reporting Person		Date
Evan C. Marwell		07/18/2005
**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)	The reporting persons are Criterion Capital Management, LLC ("Criterion"), a Delaware limited liability company and investment adviser registered with the SEC, Christopher H. Lord and Evan C. Marwell. Mr. Lord is the manager and controlling owner of Criterion. Mr. Marwell is Managing Director and Senior Securities Analyst of Criterion and a director of Centra Software, Inc. (the "Issuer"). As such, he serves as a representative of the reporting persons. Criterion, Mr. Lord and Mr. Marwell are filing this Form 3 jointly and constitute a group, within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended, but disclaim membership in a group with any other person.
(2)	These securities are held directly by investment funds of which Criterion is investment adviser and/or general partner for the benefit of the investors in those funds. These securities are indirectly beneficially owned by Criterion and by Mr. Lord as its control person. The reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

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