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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 September 30, 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 September 30, 2003
|----------------------------- |  | ---------------------------------
|Common Stock $0.001 par value |  | 3,680,954                        



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EXPLANATORY NOTE



Registrant hereby amends Item 1 of Part I of its Form 10-Q for the interim period ended September 30, 2003, to replace, in
its entirety, the Condensed Consolidated Statement of Cash Flows previously provided in Item 1. The previously provided Condensed Consolidated Statement of Cash Flows contained a clerical error in the amount listed as Payments on
Borrowing for the three months ended September 30, 2002 under the heading Cash flows from financing activities. The correct amount is (1,203) rather than the (307) amount previously provided. A revised Condensed Consolidated
Statement of Cash Flows is provided below.



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PART I. FINANCIAL INFORMATION



|ITEM 1. |  | Financial Statements
|------- |  | --------------------



eGAIN COMMUNICATIONS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS

(in thousands)

(unaudited)



|                                                                            |  | Three Months Ended September 30, |       
|--------------------------------------------------------------------------- |  | -------------------------------- | ------
|                                                                            |  | 2003                             |       
|Cash flows from operating activities:                                       |  |                                  |       
|Net loss                                                                    |  | $                                | (2,072
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                  |       
|Depreciation                                                                |  |                                  | 412   
|Gain / loss on disposal of fixed assets                                     |  |                                  | 6     
|Amortization of other intangible assets                                     |  |                                  | 306   
|Amortization of deferred compensation                                       |  |                                  |      
|Accrued interest and amortization of discount on related party notes        |  |                                  | 69    
|Changes in operating assets and liabilities:                                |  |                                  |       
|Restricted cash                                                             |  |                                  | 285   
|Accounts receivable                                                         |  |                                  | 425   
|Prepaid and other current assets                                            |  |                                  | 335   
|Other assets                                                                |  |                                  | 147   
|Accounts payable                                                            |  |                                  | 20    
|Accrued compensation                                                        |  |                                  | (61   
|Accrued liabilities                                                         |  |                                  | (377  
|Accrued restructuring                                                       |  |                                  | (185  
|Deferred revenue                                                            |  |                                  | (248  
|Other long term liabilities                                                 |  |                                  | 1     
|Other                                                                       |  |                                  |      
|                                                                            |  |                                  |       
|Net cash (used in) operating activities                                     |  |                                  | (937  
|                                                                            |  |                                 
|Cash flows from investing activities:                                       |  |                                  |       
|Purchases of property and equipment                                         |  |                                  | (64   
|                                                                            |  |                                  |       
|Net cash (used in) investing activities                                     |  |                                  | (64   
|                                                                            |  |                                 
|Cash flows from financing activities:                                       |  |                                  |       
|Payments on borrowings                                                      |  |                                  | (1,077
|Payments on capital lease obligations                                       |  |                                  | (3    
|Proceeds from borrowings                                                    |  |                                  | 536   
|Net proceeds from issuance of common stock                                  |  |                                  | 45    
|                                                                            |  |                                  |       
|Net cash (used in) financing activities                                     |  |                                  | (499  
|Effect of exchange rate differences on cash                                 |  |                                  | (7    
|                                                                            |  |                                  |       
|Net decrease in cash and cash equivalents                                   |  |                                  | (1,507
|Cash and cash equivalents at beginning of period                            |  |                                  | 4,407 
|                                                                            |  |                                  |       
|Cash and cash equivalents at end of period                                  |  | $                                | 2,900 
|                                                                            |  |                                  |       
|                                                                            |  |                                 
|Supplemental cash flow disclosures:                                         |  |                                  |       
|Cash paid for interest                                                      |  | $                                | 84    



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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         |  | Rule13a-14(a)/15d-14(a) Certification of Chief Executive Officer.                                                                                               
|    |  |             
|    |  | 31.2         |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.                                                                                              
|    |  |             
|    |  | 32.1         |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 if the Sarbanes Oxley Act of 2002 of Ashutosh Roy, Chief Executive Officer.
|    |  |             
|    |  | 32.2         |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 if the Sarbanes Oxley Act of 2002 of Eric Smit, 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: January 14, 2004 |  |  |  | eGAIN COMMUNICATIONS CORPORATION
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