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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-Q/A

Amendment No. 1 to



(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



| | For the quarterly period ended December 31, 2003
| | ------------------------------------------------



OR



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



| | For the transition period from  to
| | ----------------------------------



Commission File No. 0-30260



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eGAIN COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 77-0466366                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



624 E. Evelyn
Avenue, Sunnyvale, CA

(Address of principal executive offices)



94086

(Zip Code)



(408) 212-3400

(Registrants telephone number, including area code)



N/A

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



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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 such filing requirements for the past 90
days.  YES  x  NO ̈



Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act): Yes ̈No  x



Indicate the number of shares outstanding of each of the issuers
classes of common stock, as of the latest practicable date.



|                              |  |                              
|----------------------------- |  | -----------------------------
|Class                         |  | Outstanding at March 31, 2004
|Common Stock $0.001 par value |  | 3,692,854                    



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EXPLANATORY NOTE



Registrant hereby amends its Form 10-Q for the interim period ended December 31, 2003, to replace, in its entirety, the
certifications previously provided as Exhibits 31.1 and 31.2. The revised Exhibits 31.1 and 31.2 are attached hereto.



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|Item 6. |  | Reports on Form 8-K Exhibits and Reports on Form 8-K
|------- |  | ----------------------------------------------------



|    |  |              |  |                                                                   
|--- |  | ------------ |  | ------------------------------------------------------------------
|(a) |  | Exhibits No. |  | Description of Exhibits                                           
|    |  |             
|    |  | 31.1         |  | Rule 13a-15(e)/15d-15(e) Certification of Chief Executive Officer.
|    |  |             
|    |  | 31.2         |  | Rule 13a-15(e)/15d-15(e) Certification of Chief Financial Officer.



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SIGNATURES



Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.



|                    |  |  |  |                                  |  |    |  |                                                                                                           
|------------------- |  |  |  | -------------------------------- |  | -- |  | ----------------------------------------------------------------------------------------------------------
|Dated: June 1, 2004 |  |  |  | eGAIN COMMUNICATIONS CORPORATION
|                    |  |  |  |                                 
|                    |  |  |  |                                  |  | By |  | /s/    Eric Smit                                                                                          
|                    |  |  |  |                                  |  |    |  |                                                                                                           
|                    |  |  |  |                                  |  |    |  | Eric Smit Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer)