<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                  FORM 10-K/A
                             ---------------------
                                AMENDMENT NO. 2

<Table>
<C>          <S>
 (Mark one)
    [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934



             FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001



                                   OR




    [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934



</Table>

                       COMMISSION FILE NUMBER: 000-29059
                             ---------------------
                                 ELOQUENT, INC.
             (Exact name of registrant as specified in its charter)

<Table>
<S>                                            <C>
                   DELAWARE                                      94-3221868
       (State or other jurisdiction of                        (I.R.S. Employer
        incorporation or organization)                      Identification No.)
</Table>

                         1730 EL CAMINO REAL, 3RD FLOOR
                          SAN MATEO, CALIFORNIA 94402
                    (Address of principal executive offices)

                                 (650) 294-6500
              (Registrant's telephone number, including area code)

          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                      NONE

          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                         COMMON STOCK $0.001 PAR VALUE
                             ---------------------
     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
filing requirements for the past 90 days.  Yes [X]     No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [ ]

     The aggregate market value of the Common Stock of the registrant held by
non-affiliates as of March 1, 2002 was approximately $6,320,000.

     The number of shares of Common Stock outstanding at February 28, 2002 was
19,346,012 shares.

                      DOCUMENTS INCORPORATED BY REFERENCE

     None.


                      EXPLANATORY NOTE TO AMENDMENT NO. 2



     Amendment No. 2 amends and restates only Item 12 of the Form 10-K to
provide additional information regarding the ownership of the Company's Common
Stock as of March 1, 2001. Except as otherwise stated herein, all information
contained in this Report on Form 10-K/A was current as of the date of filing of
the original Report on March 28, 2002 and has not been updated by Amendment No.
2.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding the ownership
of the Company's Common Stock as of March 1, 2002 by: (i) each director; (ii)
each of the executive officers named in the Summary Compensation Table; (iii)
all executive officers and directors of the Company as a group; and (iv) all
those known by the Company to be beneficial owners of more than 5% of its Common
Stock. Unless otherwise indicated, the address for each of the stockholders
listed below is c/o Eloquent, Inc., 1730 El Camino Real, 3rd Floor, San Mateo,
California 94402.

<Table>
<Caption>
                                                              BENEFICIAL OWNERSHIP(1)
                                                              ------------------------
                                                              NUMBER OF    PERCENT OF
BENEFICIAL OWNER                                                SHARES        TOTAL
----------------                                              ----------   -----------
<S>                                                           <C>          <C>
Entities associated with Crosslink Capital, Inc.(2).........  1,334,787        6.9%
  555 California Street
  Suite 2350
  San Francisco, CA 94104
Entities associated with Foundation Capital(3)..............  3,358,192       17.4%
  70 Willow Road, Suite 200
  Menlo Park, CA 94025
Entities associated with ONSET Ventures(4)..................  2,122,507       11.0%
  2490 Sand Hill Road
  Menlo Park, CA 94025
Entities associates with Perkins Capital Management,
  Inc.(5)...................................................  1,171,750        6.1%
  730 East Lake Street
  Wayzata, MN 55391
Anthony P. Brenner(6).......................................  1,439,517        7.4%
  c/o Crosslink Capital, Inc.
  555 California Street
  Suite 2350
  San Francisco, CA 94104
Michael E. Herman(7)........................................    189,120          *
Sarah M. Nolan(8)...........................................     50,870          *
Terry L. Opdendyk(9)........................................  2,274,497       11.8%
  c/o ONSET Ventures
  2490 Sand Hill Road
  Menlo Park, CA 94025
Joseph Cortale(10)..........................................    250,000        1.3%
R. John Curson(11)..........................................    562,500        2.8%
David Glazer(12)............................................    902,481        4.6%
Gary Laney(13)..............................................         --          *
Edward Molkenbuhr(14).......................................    400,000        2.0%
Clifford A. Reid, Ph.D.(15).................................  2,433,314       12.4%
All executive officers and directors as a group (10
  Persons)(16)..............................................  8,502,299       39.8%
</Table>

---------------

  *  Less than one percent.

 (1) This table is based upon information supplied by officers, directors and
     principal stockholders and Schedules 13D and 13G filed with the Securities
     and Exchange Commission (the "SEC"). Unless otherwise indicated in the
     footnotes to this table and subject to community property laws where
     applicable, the Company believes that each of the stockholders named in
     this table has sole voting and investment power with respect to the shares
     indicated as beneficially owned. Applicable percentages are based on
     19,276,166 shares outstanding on March 1, 2002 adjusted as required by
     rules promulgated by the SEC.


 (2) Includes 49,998 shares held by Crossover Fund III Management, L.L.C.
     ("Crossover Fund"), 30,000 shares held by Delta Growth Management, Inc.
     ("Delta Growth"), 1,254,789 shares held by Crosslink Omega III Holdings,
     L.L.C. ("Crosslink Omega" known collectively with Crossover Fund and Delta
     Growth as the "Crosslink Funds"). Crosslink Capital, Inc. ("Crosslink
     Capital") is affiliated with each


                                        1
<PAGE>


of the Crosslink Funds. As of March 1, 2002, Mr. Brenner, a director of
Eloquent, is affiliated with Crossover Fund, Crosslink Omega, and Crosslink
Capital, and he shares voting and investment power over all such shares. Michael
     J. Stark and Seymour Franklin Kaufman are affiliated with Crossover Fund,
     Crosslink Omega, Delta Growth, and Crosslink Capital, and they share voting
     and investment power over all such shares. Vladimir S. Jacimovic is
     affiliated with Crossover Fund and Crosslink Omega, and he shares voting
     and investment power over all such shares. Daniel John Dunn and Thomas
     Edward Bliska are affiliated with Crossover Fund, and they share voting and
     investment power over all such shares. Messrs. Brenner, Stark, Kaufmann,
     Jacimovic, Dunn, and Bliska disclaim beneficial ownership of these shares
     within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934.



 (3) Includes 1,537,522 shares held by Foundation Capital, L.P., 141,574 shares
     held by Foundation Capital Entrepreneurs Fund, L.L.C, and 1,679,096 shares
     held by Foundation Capital Management, L.L.C. James C. Anderson, William B.
     Elmore, Kathryn C. Gould, and Paul G. Koontz are affiliated with Foundation
     Capital, L.P., Foundation Capital Entrepreneurs Fund, L.L.C, and Foundation
     Capital Management, L.L.C., and they share voting and investment power over
     all such shares. Ms. Gould and Messrs. Anderson, Elmore, and Koontz
     disclaim beneficial ownership of these shares within the meaning of Rule
     13d-3 under the Securities Exchange Act of 1934.



 (4) Includes 1,668,103 shares held by ONSET Enterprise Associates II, L.P.
     ("ONSET Associates II"), 429,404 shares, held by ONSET Enterprise
     Associates III, L.P. ("ONSET Associates III"), and 25,000 shares held by
     ONSET Venture Services Corporation ("ONSET Venture Services", known
     collectively with ONSET Associates II and ONSET Associates III as the
     "ONSET Funds"). OEA II Management, L.P. is a general partner of ONSET
     Associates II, and OEA III Management, L.L.C. is a general partner of ONSET
     Associates III. Mr. Opdendyk, a director of Eloquent, is affiliated with
     OEA II Management, L.P., OEA III Management, L.L.C., ONSET Venture
     Services, ONSET Associates II, and ONSET Associates III, and he shares
     voting and investment power over all such shares. Robert F. Kuhling, Jr. is
     also affiliated with OEA II Management, L.P., OEA III Management, L.L.C.,
     ONSET Venture Services, ONSET Associates II, and ONSET Associates III, and
     he shares voting and investment power over all such shares. Darlene K. Mann
     is affiliated with OEA III Management L.L.C. and ONSET Associates III, and
     she shares voting and investment power over all such shares. Ms. Mann and
     Messers. Opdendyk and Kuhling disclaim beneficial ownership of all these
     shares within the meaning of Rule 13d-3 under the Securities Exchange Act
     of 1934.



 (5) Perkins Capital Management, Inc. ("Perkins Capital") has investment power
     with respect to 1,171,750 shares but has voting power with respect to none
     of such shares. Richard C. Perkins is a manager of Perkins Capital and has
     investment power over all 1,171,750 of such shares. Mr. Perkins holds
     103,000 of these shares in his personal account with Perkins Capital, and
     he disclaims beneficial ownership of all but these 103,000 shares within
     the meaning of Rule 13d-3 under the Securities Exchange Act of 1934. There
     is no single person or entity that exercises voting power over these
     shares. Each individual holder of a Perkins Capital account retains voting
     power with respect to the number of shares of the Company's Common Stock
     held in the Perkins Capital account of such individual. No individual's
     Perkins Capital account represents more than 1% of the Company.



 (6) Includes 1,334,787 shares held by the Crosslink Funds. As of March 1, 2002,
     Mr. Brenner, a director of Eloquent, is affiliated with Crossover Fund,
     Crosslink Omega, and Crosslink Capital, and he shares voting and investment
     power over all such shares. Mr. Brenner disclaims beneficial ownership of
     these shares within the meaning of Rule 13d-3 under the Securities Exchange
     Act of 1934. This figure also includes 29,730 outstanding shares and 75,000
     shares underlying currently exercisable stock options granted to Mr.
     Brenner under our 1999 Equity Incentive Plan and held by him in his
     individual capacity. If these options were exercised in full within sixty
     (60) days of March 1, 2002, 58,333 of these shares would be subject to a
     repurchase right in favor of Eloquent.


 (7) Includes 42,870 shares held by the Michael E. Herman Revocable Trust of
     which Mr. Herman serves as trustee. Includes 29,100 shares held by Vail
     Fishing Partners of which Mr. Herman is a general partner. Includes 1,750
     shares held by Mr. Herman's wife, Karen Herman, but Mr. Herman disclaims
     beneficial ownership of such 1,750 shares held by his wife within the
     meaning of Rule 13d-3 under the Securities Exchange Act of 1934. Includes
     40,400 shares held by the Herman Family Trading Company, L.P. Mr. Herman
     serves as the sole trustee of the sole general partner of Herman Family
     Trading Company. Includes 25,000 shares underlying currently exercisable
     stock options granted to Mr. Herman under our 1997 Equity Incentive Plan
     and transferred by Mr. Herman to the Herman Family Trading Company,

                                        2
<PAGE>

     L.P. and 50,000 shares underlying currently exercisable stock options
     granted to Mr. Herman under our 1999 Equity Incentive Plan and held by him
     in his individual capacity. If these options were exercised in full within
     sixty (60) days of March 1, 2002, 58,333 of these shares would be subject
     to a repurchase right in favor of Eloquent.


 (8) Includes 50,000 shares underlying currently exercisable stock options
     granted to Ms. Nolan under our 1999 Equity Incentive Plan and held by her
     in her individual capacity. If these options were exercised in full within
     sixty (60) days of March 1, 2002, 50,000 of these shares would be subject
     to a repurchase right in favor of Eloquent.



 (9) Includes 2,122,507 shares held by the ONSET Funds. Mr. Opdendyk, a director
     of Eloquent, is affiliated with OEA II Management, L.P., OEA III
     Management, L.L.C., ONSET Venture Services, ONSET Associates II, and ONSET
     Associates III, and he shares voting and investment power over all such
     shares. Mr. Opdendyk disclaims beneficial ownership of these shares within
     the meaning of Rule 13d-3 under the Securities Exchange Act of 1934. This
     figure also includes 76,990 outstanding shares and 75,000 shares underlying
     currently exercisable stock options granted to Mr. Opdendyk under our 1999
     Equity Incentive Plan and held by him in his individual capacity. If these
     options were exercised in full within sixty (60) days of March 1, 2002,
     58,333 of these shares would be subject to a repurchase right in favor of
     Eloquent.


(10) Includes 250,000 shares underlying currently exercisable stock options
     granted to Mr. Cortale under our 1999 Equity Incentive Plan. If these
     options were exercised in full within sixty (60) days of March 1, 2002,
     250,000 of these shares would be subject to a repurchase right in favor of
     Eloquent.

(11) Includes 262,500 shares underlying currently exercisable stock options
     granted to Mr. Curson under our 1997 Equity Incentive Plan, 200,000 shares
     underlying currently exercisable stock options granted to Mr. Curson under
     our 1999 Equity Incentive Plan, and 100,000 shares underlying currently
     exercisable stock options granted to Mr. Curson under our 2000
     Non-Qualified Stock Plan. If these options were exercised in full within
     sixty (60) days of March 1, 2002, 302,500 of these shares would be subject
     to a repurchase right in favor of Eloquent.

(12) Includes 100,000 shares underlying currently exercisable stock options
     granted to Mr. Glazer under our 1997 Equity Incentive Plan, 100,000 shares
     underlying currently exercisable stock options granted to Mr. Glazer under
     our 1999 Equity Incentive Plan, and 100,000 shares underlying currently
     exercisable stock options granted to Mr. Glazer under our 2000
     Non-Qualified Stock Plan. If these options were exercised in full within
     sixty (60) days of March 1, 2002, 175,000 of these shares would be subject
     to a repurchase right in favor of Eloquent.

(13) As of June 20, 2001, Mr. Laney resigned from the Office of the President,
     and as of June 27, 2001, Mr. Laney terminated his employment with Eloquent
     as Vice President of Sales. On June 27, 2001, Mr. Laney sold his only
     shares of the Company's common stock. All of Mr. Laney's outstanding stock
     options have now terminated.

(14) Includes 400,000 shares underlying currently exercisable stock options
     granted to Mr. Molkenburh under our 1999 Equity Incentive Plan If these
     options were exercised in full within sixty (60) days of March 1, 2002,
     400,000 of these shares would be subject to a repurchase right in favor of
     Eloquent.

(15) Includes 125,000 shares underlying currently exercisable stock options
     granted to Mr. Reid under our 1997 Equity Incentive Plan and 200,000 shares
     underlying currently exercisable stock options granted to Mr. Reid under
     our 2000 Non-Qualified Stock Plan. If these options were exercised in full
     within sixty (60) days of March 1, 2002, 186,979 of these shares would be
     subject to a repurchase right in favor of Eloquent. Darlene K. Mann, Mr.
     Reid's domestic partner, is a general partner of each of the ONSET Funds.
     Mr. Reid disclaims beneficial ownership of any of the shares held by the
     ONSET Funds.

(16) Includes 2,112,500 shares underlying currently exercisable stock options
     granted to ten (10) of our executive officers and directors under our 1997
     Equity Incentive Plan, 1999 Equity Incentive Plan, and/or 2000
     Non-Qualified Stock Plan. If these options were exercised in full within
     sixty (60) days March 1, 2002, 1,539,478 of these shares would be subject
     to a repurchase right in favor of Eloquent.



                                        3
<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this report on Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of San Mateo, State of California, on the 20th day of June 2002.


                                          ELOQUENT, INC.

                                          By:     /s/ CLIFFORD A. REID
                                            ------------------------------------
                                                      Clifford A. Reid
                                            Chief Executive Officer and Director

                               POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-K/A has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:


<Table>
<Caption>
                   SIGNATURE                                     TITLE                       DATE
                   ---------                                     -----                       ----
<S>                                               <C>                                    <C>



              /s/ CLIFFORD A. REID                       Chairman of the Board,          June 20, 2002
------------------------------------------------  Chief Executive Officer and Director
                Clifford A. Reid                     (Principal Executive Officer)




               /s/ R. JOHN CURSON                  Chief Financial Officer, Secretary    June 20, 2002
------------------------------------------------   and Treasurer (Principal Financial
                 R. John Curson                         and Accounting Officer)




                       *                                        Director                 June 20, 2002
------------------------------------------------
               Michael E. Herman




                       *                                        Director                 June 20, 2002
------------------------------------------------
                 Sara M. Nolan




                       *                                        Director                 June 20, 2002
------------------------------------------------
               Anthony P. Brenner




                       *                                        Director                 June 20, 2002
------------------------------------------------
               Terry L. Opdendyk




           *By: /s/ CLIFFORD A. REID
   ------------------------------------------
                Clifford A. Reid
                Attorney-in-fact
</Table>


                                        4
<PAGE>

                               INDEX TO EXHIBITS

<Table>
<Caption>
EXHIBIT
 NUMBER                      DESCRIPTION OF DOCUMENT
-------                      -----------------------
<C>        <S>
 3.03(1)   Amended and Restated Certificate of Incorporation, as
           currently in effect.
 3.04(1)   Amended and Restated Bylaws, as currently in effect.
 4.01(1)   Form of Specimen Stock Certificate.
 4.02(1)   Fourth Amended and Restated Investors' Rights Agreement,
           dated October 20, 1999, among Eloquent and certain investors
           named therein.
 4.03(1)   Securities Purchase Agreement, dated October 20, 1999, by
           and among Eloquent and certain investors named therein.
 5.01(1)   Opinion of Cooley Godward LLP regarding legality of the
           securities being registered.
10.01(1)   Form of Indemnity Agreement entered into by Eloquent with
           each of its directors and executive officers.
10.02(1)   Equity Incentive Plan.
10.03(1)   Form of Stock Option Agreement under the Equity Incentive
           Plan.
10.04(1)   1997 Equity Incentive Plan.
10.05(1)   Form of Stock Option Agreement under the 1997 Equity
           Incentive Plan.
10.06(7)   1999 Equity Incentive Plan, as amended.
10.07(1)   Form of Stock Option Agreement under the 1999 Equity
           Incentive Plan.
10.08(1)   Form of Nonstatutory Stock Option Agreement for Non-Employee
           Director Grants under the 1999 Equity Incentive Plan.
10.09(1)   1999 Employee Stock Purchase Plan.
10.10(1)   Form of 1999 Employee Stock Purchase Plan Offering.
10.11(1)   Employment Agreement, dated December 23, 1998, between
           Eloquent and Abraham Kleinfeld.
10.12(1)   Office Lease, dated November 19, 1996, between Eloquent and
           California Casualty Indemnity Exchange, as amended.
10.13(1)   OEM Agreement, dated May 30, 1997, between Eloquent and
           Verity, Inc.
10.14(1)   Software License Agreement, dated June 30, 1997, between
           Eloquent and Voxware, Inc.
10.15(8)   Master Agreement, dated June 22, 2001, between Eloquent and
           AT&T Corp.
10.16(1)   Sublease Agreement, dated June 1, 1999, between Eloquent and
           California Casualty Indemnity Exchange.
10.17(1)   ISV Software License Agreement, dated August 1, 1999,
           between Eloquent and WebXpress, Inc.
10.18(1)   Assignment of Sublease, dated November 24, 1999, between
           Eloquent and California Casualty.
10.19(2)   2000 Non-Qualified Stock Plan.
10.20(3)   Agreement and Plan of Merger and Reorganization, dated
           October 31, 2000 among Eloquent, Inc., Rebop Acquisition
           Corp., Rebop Media, Inc., and Certain Shareholders of Rebop
           Media, Inc.
10.21(4)   Employment Agreement, dated as of December 1, 2000, between
           Eloquent and John Curson.
10.22(4)   Confidential Severance Agreement, dated November 1, 2000,
           between Eloquent and Abraham Kleinfeld.
10.23(5)   First Amended and Restated Agreement and Plan of Merger,
           dated June 22, 2001, by and between Eloquent, Rebop Media,
           Inc., Rebop Acquisition Corp. and Certain Shareholders of
           Rebop Media, Inc.
10.24(6)   Employment Offer Letter, dated June 6, 2001 between Eloquent
           and M. Edward Molkenbuhr
10.25(6)   Employment Offer Letter, dated June 28, 2001 between
           Eloquent and Joseph Cortale
10.26(8)   Addendum to Master Agreement, dated June 22, 2001, between
           Eloquent and AT&T Corp.
10.27(8)   Dedicated Hosting Service -- Service Order Attachment, dated
           April 28, 2001, between Eloquent and AT&T Corp.
10.28(8)   AT&T Dedicated Hosting Service Upgrade Addendum, dated
           September 25, 2001, between Eloquent and AT&T Corp.
23.01      Consent of PricewaterhouseCoopers LLP.
</Table>

                                        5
<PAGE>

---------------

(1) Incorporated by reference to the same numbered exhibit previously filed with
    the Company's Regulation Statement on Form S-1 (SEC File No. 333-89537).

(2) Incorporated by reference to exhibit 99.1 previously filed with the
    Company's Registration Statement on Form S-8 (SEC File No. 333-34182).

(3) Incorporated by reference to exhibit 99.2 previously filed with the
    Company's Quarterly Report on Form 10-Q for the quarterly period ended
    September 30, 2000.

(4) Incorporated by reference to the same numbered exhibit previously filed with
    the Company's Annual Report on Form 10-K for the year ended December 31,
    2000 (SEC File No. 000-29059).

(5) Incorporated by reference to the exhibit 2.1 previously filed with the
    Company's Current Report on Form 8-K filed on July 6, 2001.

(6) Incorporated by reference to the same numbered exhibit previously filed with
    the Company's Quarterly Report on Form 10-Q for the quarterly period ended
    June 30, 2001.

(7) Incorporated by reference to the same numbered exhibit previously filed with
    the Company's Quarterly Report on Form 10-Q for the quarterly period ended
    September 30, 2001.

(8) Incorporated by reference to the same numbered exhibit previously filed with
    the Company's Annual Report on Form 10-K for the year ended December 31,
    2001.

                                        6