UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                  -------------------------------------------
                                  FORM 10-K/A
                               (Amendment No. 1)

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

                  For the fiscal year ended January 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 Number: 000-28797

                               NIKU CORPORATION
            (Exact name of registrant as specified in its charter)


              Delaware                                         77-0473454
   (State or other jurisdiction of                         (I.R.S. Employer
    incorporation or organization)                        Identification No.)

  305 Main Street, Redwood City, CA                               94063
 (Address of principal executive offices)                       (Zip Code)

      Registrant's telephone number, including area code: (650) 298-4600

       Securities registered pursuant to Section 12(b) of the Act: None

   Securities registered pursuant to Section 12(g) of the Act: Common Stock,
                              $0.0001 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
such 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 the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K. __

         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). YES __ No
X

         The aggregate market value of the common stock held by non-affiliates
of the registrant as of July 31, 2002, the last business day of the
registrant's most recently completed second fiscal quarter, was approximately
$16,676,505 (based on the last reported sale price of $2.50 on July 31, 2002).

         The number of shares outstanding of the registrant's common stock as
of April 14, 2003 was 11,853,646.

                      DOCUMENTS INCORPORATED BY REFERENCE
                                     NONE

<PAGE>

                               EXPLANATORY NOTE

         This amended Annual Report on Form 10-K/A amends Items 10, 11, 12 and
13 to include the required information, rather than incorporating such
information by reference to the proxy statement for our 2003 annual meeting of
stockholders. The date of our annual meeting will be announced in our
definitive Proxy Statement to be filed with the Securities and Exchange
Commission.
<PAGE>


                                AMENDMENT NO. 1

         The undersigned Registrant hereby amends Items 10, 11, 12 and 13 in
their entirety to read as follows:

Item 10. Directors and Executive Officers of the Registrant

Identification of Directors and Executive Officers

          Our board of directors currently consists of six members and
previously was divided into three classes, with each class serving a staggered
three-year term. In December 2002, we transferred the listing of our common
stock from the Nasdaq National Market to the Nasdaq SmallCap Market. As a
result, we may be subject to California Corporations Code which requires the
annual election of directors. A director serves in office until his respective
successor is duly elected and qualified or until his earlier resignation,
death or removal.

         Certain information regarding the members of our board of directors
is set forth below:

    Name                            Age      Position
    ----                            ---      --------
    Ravi Chiruvolu (1)              34       Director
    Matt Miller                     39       Director
    Joshua Pickus                   42       President, Chief Executive Officer
                                             and Chairman of the Board
    Edward F. Thompson (1)          64       Director
    Peter Thompson                  46       Director
    Val E. Vaden (1)                42       Director

    (1) Member of the Audit Committee and the Compensation Committee

         Ravi Chiruvolu has been a director of Niku since October 2002. Mr.
Chiruvolu has been a general partner of Charter Ventures since June 2000. From
October 1998 to June 2000, Mr. Chiruvolu served as a principal of Alta
Partners. From June 1996 to October 1998, Mr. Chiruvolu was a general manager
of Peapod, Inc. From May 1995 to June 1996, Mr. Chiruvolu worked in the
corporate strategy group of Ameritech, Inc, a regional Bell operating company.
Mr. Chiruvolu is also a member of the boards of directors of several private
companies. Mr. Chiruvolu holds a MBA from Harvard University and a MS and BS
in mechanical engineering from MIT.

         Matt Miller was elected to our board in February 2003, in connection
with a private placement we entered into with various investors, led by Walden
VC. Mr. Miller has served as a general partner of Walden VC since January
2002. From April 2000 to January 2002, Mr. Miller served as president and
later as chief executive officer of Moai Technologies, a software company.
From July 1996 to April 2000, Mr. Miller served as vice president and general
manager at Remedy Corporation, a software company. Mr. Miller holds a MBA in
finance and marketing from Columbia University and a BA in psychology from
Cornell University.

         Joshua Pickus has served as our president and chief executive officer
since November 2002. Mr. Pickus served as a member of our board of director
since October 2002 and as chairman of the board since February 2003. Mr.
Pickus was our chief financial officer from February 2001 to January 2003 and
our president, worldwide business relations from January 2001 to November
2002. From November 1999 to January 2001, Mr. Pickus served as our president,
vertical markets. From April 1999 to November 1999, Mr. Pickus was a general
partner in the private equity group at Bowman Capital Management, a technology
investment firm. From January 1994 to March 1999, he was a partner at Venture
Law Group, a Silicon Valley law firm. Mr. Pickus holds an AB in public and
international affairs from Princeton University and a JD from the University
of Chicago Law School.

         Edward F. Thompson has been a director of Niku since August 2001. Mr.
Thompson has served as a senior advisor to the board of directors of Fujitsu
Limited and as a director of several Fujitsu subsidiaries or portfolio
companies since 1995. From 1976 to 1994, Mr. Thompson served in a series of
management positions with Amdahl Corporation including, from August 1983 to
June 1994, chief financial officer and secretary of Amdahl and from October
1985 to June 1994, chief executive officer of Amdahl Capital Corporation. Mr.
Thompson holds a MBA in operations research and finance from Santa Clara
University and a BS in aeronautical engineer from the University of Illinois.
Mr. Thompson is a member of the board of directors of Stratex Networks, Inc.,
a networking company. He is also a member of the boards of directors and
strategic advisory boards of several private companies.

         Peter Thompson has been a director of Niku since December 2002. Mr.
Thompson has been a director of Technology Consulting at Btexact Technologies,
a division of British Telecom, since April 2000. From April 1998 to April
2000, Mr. Thompson served as the general manager of Integrated Business
Solutions at British Telecom. From February 1996 to April 1998, Mr. Thompson
served as the channel manager and product manager for BT Wholesale, a division
of British Telecom. From March 1994 to February 1996, Mr. Thompson served as
the development program director for the BT/MCI joint venture, a global
telecommunications venture. Mr. Thompson holds a Honors degree from
Loughborough University of Science and Technology in electronic and electrical
engineering.

         Val E. Vaden has been a director of Niku since November 2001. Mr.
Vaden is a managing partner of Vector Capital and co-founded the firm. Prior
to forming Vector Capital, from August 1994 to August 1997, Mr. Vaden was a
founding general partner of Benchmark Capital. Mr. Vaden holds an MBA from the
Stanford University Graduate School of Business and an AB from Stanford
University. Mr. Vaden also serves as a director on the boards of several
private companies.

         Our executive officers and their ages and positions as of March 31,
2003 were as follows:


   Name                      Age     Position
   ----                      ---     --------
   Joshua Pickus             42      President, Chief Executive Officer and
                                     Chairman of the Board
   Michael Shahbazian        56      Chief Financial Officer


         Joshua Pickus has served as our president and chief executive officer
since November 2002. Mr. Pickus served as a member of our board of director
since October 2002 and as chairman of the board since February 2003. Mr.
Pickus was our chief financial officer from February 2001 to January 2003 and
our president, worldwide business relations from January 2001 to November
2002. From November 1999 to January 2001, Mr. Pickus served as our president,
vertical markets. From April 1999 to November 1999, Mr. Pickus was a general
partner in the private equity group at Bowman Capital Management, a technology
investment firm. From January 1994 to March 1999, he was a partner at Venture
Law Group, a Silicon Valley law firm. Mr. Pickus holds an AB in public and
international affairs from Princeton University and a JD from the University
of Chicago Law School.

         Michael Shahbazian has served as our chief financial officer since
January 2003. From November 2000 to November 2002, Mr. Shahbazian served as
the chief financial officer of ANDA Networks, a telecommunications equipment
company. From February 2000 to November 2000, Mr. Shahbazian served as the
chief financial officer of Inventa Technologies, an internet professional
services company. From April 1999 to January 2000, Mr. Shahbazian served as
the chief financial officer for Walker Interactive, a software company. From
June 1979 to April 1999, Mr. Shahbazian served in a variety of senior finance
positions at Amdahl Corporation, including corporate treasurer and European
CFO. Mr. Shahbazian hold a BS in Business from California State University at
Fresno and a MBA from the University of Southern California.

         There are no family relationships among any of our directors or
executive officers.

Compliance with Section 16(a) of the Exchange Act

         Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and executive officers, and holders of more than 10% of our common
stock, to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of common stock and other equity
securities of ours. Such officers, directors and 10% stockholders are required
by Securities and Exchange Commission regulations to furnish us with copies of
all Section 16(a) forms they file.

         Securities and Exchange Commission regulations require us to identify
anyone who filed a required report late during the most recent fiscal year.
Based on our review of forms we received, or written representations from
reporting persons stating that they were not required to file these forms, we
believe that, during the fiscal year, all Section 16(a) filing requirements
were satisfied on a timely basis except for options granted to Messrs. Edward
F. Thompson and Vaden in June 2002 that were reported on their respective Form
5s in March 2003.

Item 11. Executive Compensation

Summary Compensation Table

         The following table shows compensation information during each of our
last three fiscal years for our Chief Executive Officer and our other four
most highly compensated executive officers. These individuals are collectively
referred to as the "Named Executive Officers."

<TABLE>

                                                                     Restricted   Securities
                                                           Other       Stock     Underlying      LTIP         All
  Name and Principal     Fiscal  Salary       Bonus       Annual      Awards        Options      Payouts     Other
       Position          Year      ($)         ($)      Compensation     ($)        (#)          ($)      Compensation
-------------------     -------  ----------  ---------  ------------  ---------  ----------     ------     ------------

<S>                      <C>     <C>          <C>                                <C>
Joshua Pickus            2003    $294,946     $250,000       -           -       150,000(4)        -             -
   President, Chief      2002     344,308      400,000       -           -        55,000(5)        -             -
   Executive Officer     2001     298,077      100,000       -           -            23(6)        -
   and
   Chairman of the                  -
   Board

Michael Shahbazian       2003       9,375(1)         -       -           -          -              -             -
   Chief Financial       2002           -            -       -           -          -              -             -
   Officer               2001           -            -       -           -          -              -             -


Farzad Dibachi           2003      74,572(2)         -       -           -          -              -             -
   Former President,     2002     364,508      350,000       -           -       150,000(7)        -             -
   Chief Executive       2001     347,756            -       -           -        20,000(8)        -             -
   Officer and
   Chairman of the
   Board

Richard N. LaBarbera     2003     202,564            -       -           -          -              -             -
   Former President,     2002     478,846      500,000(3)    -           -        25,000(9)        -             -
   Global Operations     2001     127,566            -       -           -       100,000(9)        -             -



Rhonda Dibachi           2003     160,844            -       -           -          -              -             -
   Former Executive      2002     238,125      200,000       -           -        20,000(7)        -             -
   Vice President        2001     198,718            -       -           -        10,000(8)        -             -
   of Planning and
   Strategy


</TABLE>

______________

(1)      Represents Mr. Shahbazian's salary from his employment commencement
         date on January 21, 2003 to January 31, 2003.

(2)      From November 2001 to September 2002, Mr. Dibachi declined to receive
         a salary.

(3)      Represents a loan that was forgiven in the first quarter of fiscal
         2002.

(4)      These options vest monthly over 24 months from the grant date.

(5)      All options granted to Mr. Pickus in fiscal 2002 were cancelled in
         fiscal 2003.

(6)      These options fully vested one year from the grant date.

(7)      Mr. Dibachi's unvested options to purchase 62,500 shares were
         cancelled on November 14, 2002 and vested options to purchase 87,500
         shares expired on February 14, 2003. Ms. Dibachi's unvested options
         to purchase 8,333 shares were cancelled on November 14, 2002 and
         vested options to purchase 11,667 shares expired on February 14,
         2003.

(8)      Mr. Dibachi's unvested options to purchase 6,666 shares were
         cancelled on November 14, 2002 and vested options to purchase 13,334
         shares expired on February 14, 2003. Ms. Dibachi's unvested options
         to purchase 3,333 shares were cancelled on November 14, 2002 and
         vested options to purchase 6,667 shares expired on February 14, 2003.

(9)      Mr. LaBarbara exercised options to purchase 13,000 shares of common
         stock in March 2002. Unvested options to purchase 71,138 shares of
         common stock were cancelled on July 31, 2002 and vested options to
         purchase 41,112 shares of common stock expired on November 12, 2002.

Options Granted in Fiscal 2003

       The following table shows all options to acquire shares of our common
stock granted to the Named Executive Officers during fiscal 2003.

<TABLE>
<CAPTION>
                                                                                        Potential Realizable
                                                                                                Value
                                                                                       at Assumed Annual Rates
                               Number of    % of Total                                     of Stock price
                               Securities     Options                                       Appreciation
                               Underlying   Granted to      Exercise                      for Options Term
                                Options    Employees in       Price     Expiration   ------------------------
     Name        Grant Date   Granted (#)   Fiscal Year     ($/Share)     Date             5%          10%
-------------    ----------   -----------   -----------     ---------   ----------   -----------    ----------

<S>                <C>          <C>            <C>            <C>        <C>   <C>    <C>          <C>
Joshua Pickus      10/21/02     150,000        19.5%          $1.50      10/20/12     $141,501     $358,592

</TABLE>


         The options shown in the above table were granted at an exercise
price equal to the fair market value of our common stock on the date of grant
and will expire ten years from the date of grant. Options granted to Mr.
Pickus vest monthly over two years from the grant date for as long as Mr.
Pickus remains employed by us. During fiscal 2003, we granted options to
purchase a total of 770,465 shares of common stock to our employees.

         Potential realizable values are calculated by:

o        Multiplying the number of shares of common stock subject to a given
         option by the market price on the date of the grant or the date of
         repricing, if the option was repriced;

o        Assuming that the amount derived from that calculation compounds at
         the annual 5% or 10% rates shown in the table for the entire ten-year
         term of the option; and

o        Subtracting from that result the total option exercise price.

         The 5% and 10% assumed annual rates of stock price appreciation are
required by the rules of the Securities and Exchange Commission and do not
reflect our estimate or projection of future common stock prices. As of
January 31, 2003, the closing price of our common stock was $4.19 per share.

Options Repriced in Fiscal 2003.The following table shows the number of
options held by the Named Executive Officers that were exchanged in a manner
that may be deemed to be a repricing during fiscal 2003.

<TABLE>
<CAPTION>
                                 Number of          Market
                                Securities         Price of    Exercise                  Length of Original
                                Underlying         Stock at    Price at        New          Options Term
                               Options/SARs        Time of     Time of      Exercise     Remaining at Date
     Name           Date         Repriced         Repricing    Repricing      Price     of Repricing (Years)
-------------    --------      ------------       ---------    ---------    --------    --------------------

<S>              <C>   <C>        <C>               <C>         <C>          <C>                <C>
Joshua Pickus    10/21/02         25,000            $ 1.50      $ 7.50       $ 1.50             9.06
                 10/21/02         30,000            $ 1.50      $ 7.50       $ 1.50             8.42

</TABLE>

Options Exercised in Fiscal 2003

         The following table shows the number of shares acquired and the value
realized upon exercise of stock options by the Named Executive Officers during
fiscal 2003 and the number and value of options they held as of the end of
fiscal 2003. Also reported are values of "in-the-money" options that represent
the positive difference between the exercise price of the outstanding stock
option and the fair market value of the shares subject to the option at fiscal
year end multiplied by the number of shares issued upon exercise of the
option. The fair market value is based on $4.19 per share, which was the
closing price of our common stock as reported on the Nasdaq SmallCap Market on
January 31, 2003. These values have not been, and may never be, realized.

<TABLE>
<CAPTION>
                                                                    Number of Securities        Value of Unexercised
                                                                   Underlying Unexercised      In the Money Options at
                                                       Value     Options at Fiscal year End      Fiscal year End ($)
                        Shares Acquired  Exercised   Realized    --------------------------   --------------------------
        Name            on Exercise (#)  Price ($)      ($)      Exercisable  Unexercisable   Exercisable  Unexercisable
--------------------    ---------------  ----------  ---------   -----------  -------------   -----------   ------------

<S>                                      <C>         <C>            <C>          <C>           <C>           <C>
Joshua Pickus                  -         $   -       $   -          31,297       118,725       $ 84,130      $ 319,370
Farzad Dibachi                 -             -           -            -          100,834           -             -
Rhonda Dibachi                 -             -           -            -           18,334           -             -
Richard N. LaBarbera         13,000        7.50       173,075         -             -              -             -

</TABLE>



Compensation of Directors

         Our non-employee directors generally do not receive cash compensation
for their services as directors but are reimbursed for their reasonable
expenses in attending board and committee meetings. Our directors are
currently granted options under our 2000 Equity Incentive Plan. The options
granted under the 2000 Equity Incentive Plan to non-employee directors are
automatic and non-discretionary, with an exercise price equal to the fair
market value of the common stock on the date of grant. Each non-employee
director who becomes a member of the board is automatically granted an option
to purchase 5,000 shares of our common stock as of the date that director
joins the board. Immediately following each annual meeting of our
stockholders, each non-employee director is automatically granted an
additional option to purchase 2,500 shares of our common stock if the
non-employee director has served continuously as a member of our board for at
least twelve months since the date of the initial option grant to that
non-employee director. All options granted to each eligible non-employee
director have an exercise price equal to the fair market value of our common
stock on the date of grant. The board of directors may also make discretionary
supplemental grants to any eligible director and has done so to Messrs.
Chiruvolu, Edward F. Thompson and Vaden. Options granted to non-employee
directors have a ten-year term from the date of grant, and may be exercised
for three months after termination of service or twelve months in the event of
death or disability. All options granted to non-employee directors vest over
three years, at a rate of 2.778% of the total shares on each monthly
anniversary of the grant, so long as the non-employee director remains a
director or consultant, except for the 20,000 options we granted to Mr.
Chiruvolu on October 22, 2002, the 10,000 shares we granted to Mr. Edward F.
Thompson on November 13, 2002 and the 20,000 options we granted to Mr. Vaden
on November 13, 2002, which vest ratably over twenty-four months. In the event
of our dissolution or liquidation or a change in control transaction, options
granted to our non-employee directors under the plan become 100% vested and
exercisable in full.

         Below are options we have granted to non-employee members of our
board of directors in fiscal 2003.


                                              Number of         Exercise Price
          Name            Grant Date        Options Granted         Per Share
  --------------------   --------------    ----------------     ---------------
  Ravi Chiruvolu           10/11/02              5,000               $1.10
                           10/22/02             20,000                2.60

  Edward F. Thompson       06/26/02              2,500                4.00
                           11/13/02             10,000 (1)            6.40

  Val E. Vaden             06/26/02              2,500                4.00
                           11/13/02             20,000                6.40

   ______________

  (1)    Mr. Edward F. Thompson also received a cash payment of $8,750 and
         will receive a second payment in this amount.

Employment Agreements with Named Executive Officers

         On October 18, 2002, we entered into an employment agreement with
Farzad Dibachi, who was then our president and chief executive officer. The
agreement provides for a base salary of $360,000 per year, a discretionary
bonus, certain benefits and $30,000 per month for six months upon resignation
or termination by us other than for cause. The agreement also provides for a
one-time payment of $50,000 and three quarterly payments of $84,792 for, among
other things, the execution of a voting agreement, a non-solicitation
agreement and certain other agreements by Mr. Dibachi. Mr. Dibachi resigned as
our president and chief executive officer in November 2002 and as a director
in December 2002. From November 2001 to September 2002, Mr. Dibachi declined
to take a salary. In connection with these arrangements, we have paid
approximately $254,000 in severance plus related benefits to Mr. Dibachi in
fiscal 2003 and expect to pay approximately an additional $296,000 in
severance plus related benefits in fiscal 2004.

         On October 18, 2002, we entered into an employment agreement with
Rhonda Dibachi, who was then our vice president of strategy and planning. The
agreement provided for a base salary of $202,500 per year, a discretionary
bonus and $16,875 per month for six months upon resignation or termination by
us other than for cause. The agreement also provides for a one-time payment of
$50,000 and three quarterly payments of $84,792 for, among other things, the
execution of a voting agreement, a non-solicitation agreement and certain
other agreements by Ms. Dibachi. Ms. Dibachi resigned as our executive vice
president of strategy and planning in November 2002. In connection with these
arrangements, we have paid approximately $209,000 in severance plus related
benefits to Ms. Dibachi in fiscal 2003 and expect to pay approximately an
additional $252,000 in severance plus related benefits in fiscal 2004.

Limitation of Liability and Indemnification

         Section 145 of the Delaware General Corporation Law (the "DGCL")
authorizes a court to award, or a corporation's board of directors to grant,
indemnity to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act. Our
Amended and Restated Certificate of Incorporation and Amended and Restated
Bylaws provide for indemnification of our directors, officers, employees and
other agents to the maximum extent permitted by the DGCL. In addition, we have
entered into indemnification agreements with certain of our directors and
officers which, among other things, provide for indemnification of our
directors and officers for expenses and liabilities incurred in any
investigation, defense, settlement or appeal of a proceeding arising out of
his or her services as a director or officer or at our request. We believe
that these provisions and agreements are necessary to attract and retain
qualified people as directors and executive officers. We also have purchased
and maintained insurance for our officers, directors, employees or agents
against liabilities that a director, an officer, an employee or an agent may
incur in his or her capacity as such.

Compensation Committee Report

          In the section below, we describe our executive compensation
policies and practices. We also identify the procedures we use to determine
the compensation of our Chief Executive Officer and other Named Executive
Officers.

         Compensation Philosophy. In developing our executive compensation
policies, our compensation committee has two principal objectives: (1)
attracting and retaining our executive officers; and (2) motivating our
executive officers to achieve short-term and long-term corporate goals that
enhance stockholder value. Our committee seeks to achieve those objectives
within the Company's current financial plans. Accordingly, our committee has
adopted the following overriding policies:

   o     pay compensation that is competitive with the practices of comparable
         high technology companies;

   o     set challenging performance goals for our officers and provide a
         short-term incentive through a bonus plan that is based upon
         achievement of these goals;

   o     align the interests of our officers with those of our stockholders by
         providing a significant long-term incentive in the form of stock
         options; and

   o     adjust compensation levels to reflect changes in the Company's
         market, performance and resources.

         In determining executive compensation levels at the annual
compensation review in fiscal 2003, the Compensation Committee reviewed market
data for compensation by publicly-held technology companies comparable to us.

         Total Annual Compensation. Each Named Executive Officer's
compensation package may, in one or more years, be comprised of the following
three elements: (1) base salary; (2) annual variable performance awards such
as bonuses; and (3) long-term equity incentives. We authorize guidelines for
officers' target total annual compensation (salary and bonus) after reviewing
similar compensation information from companies in the high technology
industry.

         Base Compensation. Salaries for Named Executive Officers for fiscal
2003 were initially determined on an individual basis by evaluating each named
executive's scope of responsibility, performance, prior experience and salary
history as well as the salaries for similar positions at technology companies
in the San Francisco Bay Area that are of comparable size to us and with which
we compete for executive personnel. Salary for Mr. Shahbazian was based on his
industry experience, competitive salary information and current market
conditions as well as negotiations with him prior to his commencement of
employment.

         Bonuses. Target bonuses for each Named Executive Officer are based on
his or her potential impact on our operating and financial results and based
on market competitive pay practices. Target bonuses are generally expressed as
a percentage of an executive's base salary. The actual bonus that is paid to
each officer depends on the achievement of business unit and corporate
objectives and financial performance goals. The business unit objectives we
set include both financial and operating goals, including, for example,
increasing revenue, operating income and cash flow.

         Each year, we adjust the performance goals in light of general
business conditions and our corporate strategies for the year. For fiscal
2003, the Committee established an executive bonus program under which
payments were made if the Company's financial performance improved
significantly. Mr. Pickus, our chief financial officer for the majority of
fiscal 2003, earned a bonus of $250,000 in fiscal 2003 based primarily on the
Company's achievement of profitability during the year. Mr. Shahbazian, hired
as the Company's chief financial officer in January 2003, did not receive a
bonus in fiscal 2003.

         Stock Options. Our committee strongly believes that stock options
motivate our officers to maximize stockholder value and to remain employed
with Niku despite a very competitive labor market. Except as specified herein,
all Niku stock options have a per share exercise price equal to the fair
market value of our common stock on the grant date. The actual value of the
equity-based compensation depends entirely on appreciation of our common
stock. Stock options have value for the executive only if the price of our
common stock increases above the fair market value on the grant date and the
executive remains in our employ for the period required for the options or
shares to vest.

         The number of options granted to each named executive officer and the
vesting schedule are determined based on a variety of factors, including (1)
the executive's position at Niku; (2) his or her individual performance; and
(3) the number of options the executive already holds. In fiscal 2003, our
committee relied upon these factors to approve stock option grants for the
named executive officers and other senior officers, and for certain other
individual grants. All other grants were approved by Joshua Pickus, our
president and chief executive officer and Farzad Dibachi, our former president
and chief executive officer, after utilizing guidelines approved by the
committee.

         Compensation of Chief Executive Officer. During fiscal 2003, Mr.
Pickus earned a salary of $294,946 and, as noted above, a bonus of $250,000.
This bonus was based primarily on the Company's achievement of profitability
during the year. During fiscal 2003, Mr. Pickus also received equity-based
compensation in the form of options to purchase 150,000 shares of our common
stock with an exercise price of $1.50 and had options to purchase 55,000
shares of our common stock with an exercise price of $7.50 cancelled. This
cancellation was made in a manner that may be deemed a repricing of Mr.
Pickus' options. The committee believes that the grant of new options to Mr.
Pickus and the cancellation of old options held by Mr. Pickus was appropriate
given the Company's desire to retain and motivate him. During fiscal 2003, Mr.
Dibachi received a salary of $74,572. Mr. Dibachi declined to receive a salary
from November 2001 to September 2002. We did not grant options to Mr. Dibachi
in fiscal 2003. In October 2002, we entered into an employment agreement with
Mr. Dibachi providing for a base salary of $360,000 per year, a discretionary
bonus, certain benefits and $30,000 per month for six months upon his
resignation or termination by us other than for cause. The agreement also
provides for a one-time payment of $50,000 and three quarterly payments of
$84,792 for, among other things, the execution of a voting agreement, a
non-solicitation agreement and certain other agreements by Mr. Dibachi. Mr.
Dibachi resigned as our president and chief executive officer in November 2002
and as a director in December 2002. In connection with these arrangements, we
have paid approximately $254,000 in severance plus related benefits to Mr.
Dibachi in fiscal 2003 and expect to pay an additional $296,000 in severance
plus related benefits in fiscal 2004.

         Tax Deductibility of Executive Compensation. Under Section 162(m) of
the Internal Revenue Code, we generally receive a federal income tax deduction
for compensation paid to any of our Named Executive Officers only if the
compensation is less than $1,000,000 during any fiscal year or is
"performance-based" under Section 162(m). Our stock option plans permit our
committee to pay compensation that is "performance-based" and thus fully
tax-deductible by us. Our committee currently intends to continue seeking a
tax deduction for all of our executive compensation, to the extent we
determine it is in our best interests.

COMPENSATION COMMITTEE:

Ravi Chiruvolu
Edward F. Thompson
Val E. Vaden

         Stockholders should be aware that under SEC rules, the Compensation
Committee Report is not considered "filed" with the SEC under the Securities
Exchange Act of 1934, and is not incorporated by reference in any of our past
or future filings under the Securities Exchange Act of 1934 or the Securities
Act of 1933 unless this report is specifically referenced. You may not
consider this report for soliciting the purchase or sale of our common stock.


Compensation Committee Interlocks and Insider Participation

          None of our executive officers served during fiscal 2003 as a member
of the board of or compensation committee of any entity that has had one or
more executive officers which served as a member of our board of directors of
compensation committee.

Stock Performance Graph

         The graph set forth below compares the cumulative total stockholder
return on our common stock between February 29, 2000, the date of our initial
public offering, and January 31, 2003 with the cumulative total return of (i)
the Nasdaq Stock Market Index (the "Nasdaq Index"); (ii) the JP Morgan H&Q
Computer Software Index (the "JP Morgan Index"); and (iii) the RDG Software
Composite Index, over the same period. This graph assumes the investment of
$100.00 on February 29, 2000 in our common stock, the Nasdaq Index, the JP
Morgan Index and the RDG Software Composite Index, and calculates the annual
return through January 31, 2003. This graph assumes the reinvestment of
dividends, if any. The stock price performance shown in the graph below is
based on historical data and does not necessarily indicate future stock price
performance.

         The JP Morgan Index was discontinued in the middle of 2002 and has
been replaced with the RDG Software Composite Index.


                COMPARISON OF 35 MONTH CUMULATIVE TOTAL RETURN*
         Among NIKU Corporation, The NASDAQ Stock Market (U.S.) Index,
                    The JP Morgan H&Q Computer Software Index
                      And The RDC Softward Composite Index


                                [GRAPH OMITTED]

         The Stock Performance Graph is not considered "filed" with the SEC
under the Securities Exchange Act of 1934, as amended, and is not incorporated
by reference in any past or future filing by us under the Securities Exchange
Act of 1934, as amended, or the Securities Act of 1933, as amended, unless
this section is specifically referenced.

Item 12. Security Ownership of Certain Beneficial Owners and Management

         The following table indicates beneficial ownership of our common
stock as of April 15, 2003 by: (a) each person or entity known by us to
beneficially own 5% or more of our common stock; (b) each of our directors and
nominees; (c) each of our Named Executive Officers (as defined below); and (d)
all directors and Named Executive Officers as a group.

         The percentage of beneficial ownership for the table is based on
11,853,646 shares of our common stock outstanding as of April 15, 2003, as
adjusted as required by rules promulgated by the Securities and Exchange
Commission. To our knowledge, except under community property laws or as
otherwise noted, the persons and entities named in the table have sole voting
and sole investment power over their shares of our common stock. Unless
otherwise indicated, each entity or person listed below maintains a mailing
address at c/o Niku Corporation, 305 Main Street, Redwood City, California
94063.

         Information with respect to beneficial ownership has been furnished
by each director, officer or 5% or more stockholder, as the case may be, and
Schedules 13D and 13G, if any, filed with the Securities and Exchange
Commission. Beneficial ownership is determined under the rules of the
Securities and Exchange Commission and does not necessarily indicate
beneficial ownership for any other purpose. In computing the number of shares
beneficially owned by a person named in the following table and the percentage
ownership of that person, shares of our common stock that are subject to
options, warrants or other rights held by that person that are currently
exercisable or exercisable within 60 days of April 15, 2003 are deemed
outstanding. These shares are not, however, deemed outstanding for the purpose
of computing the percentage ownership of any other person.


<TABLE>

                                                                                          Percent of
                                                             Nature of                    Common Stock
         Beneficial Owner                              Beneficial Ownership(1)            Outstanding
------------------------------------------             -----------------------            -----------
<S>                <C>                                        <C>                            <C>
WaldenVC II, L.P.  (1)                                        2,586,493                      21.3%
     750 Battery Street, 7th Floor
     San Francisco, CA 94111
Limar Realty Corp. #30  (2)                                   1,445,000                      12.2%
     1730 South El Camino Real, Suite 400
     San Mateo, CA 94402
Vector Capital Partners II, L.L.C.  (3)                       1,121,859                       9.4%
     465 Montgomery Street, 19th Floor
     San Francisco, CA 94104
Farzad and Rhonda Dibachi (4)                                 1,012,354                       8.5%
Terence Garnett and Katrina A. Garnett (5)                      802,743                       6.8%
Ravi Chiruvolu (6)                                               49,473                       *
Matt Miller (7)                                               1,991,849                      16.4%
Joshua Pickus (8)                                                95,435                       *
Michael Shahbazian (9)                                            9,999                       *
Edward F. Thompson (10)                                           5,762                       *
Peter Thompson (11)                                               4,882                       *
Val E. Vaden (12)                                             1,129,148                       9.4%
All directors and executive officers
     as a group (7 persons) (13)                              3,286,548                      26.8%

</TABLE>

         *        Less than 1%

(1)      Represents 1,618,179 shares and warrants to purchase 202,272 shares
         held by Walden VC II, L.P.; 149,013 shares and warrants to purchase
         18,627 shares held by Walden SBIC, L.P.; 145,104 shares and warrants
         to purchase 18,138 shares held by Walden Capital Partners II, L.P.;
         146,527 shares and warrants to purchase 18,316 shares held by Walden
         VC II-Side, L.P.; 58,824 shares and warrants to purchase 7,353 shares
         held by Walden Investors; 29,411 shares and warrants to purchase
         3,677 shares held by Walden Management Co. Pension Fund; 29,411
         shares and warrants to purchase 3,677 shares held by Walden
         Management Corporation; 65,511 shares and warrants to purchase 3,677
         shares held by Walden Capital Partners; 32,011 shares and warrants to
         purchase 3,677 shares held by George Sarlo Revocable Trust dated
         12/23/91; and 29,411 shares and warrants to purchase 3,677 shares
         held by Sarlo-Berliner, Inc. Each is a member of a Section 13(d)
         group and disclaims beneficial ownership of the reported securities
         except to the extent of its pecuniary interest therein.

(2)      Theodore H. Kruttschnitt, III possesses voting and dispositive power
         over the shares held by Limar Realty Corp. #30. Mr. Kruttschnitt, III
         is a controlling stockholder of Limar Realty Corp. #30.

(3)      Represents 917,374 shares and warrants to purchase 47,426 shares held
         by Vector Capital II, L.P.; 35,948 shares and warrants to purchase
         1,859 shares held by Vector Entrepreneur Fund II, L.P.; and 113,390
         shares and warrants to purchase 5,862 shares held by Vector Member
         Fund II L.P. Vector Capital Partners II, L.L.C. is the general
         partner of Vector Capital II, L.P., Vector Entrepreneur Fund II, L.P.
         and Vector Member Fund II, L.P. and may be deemed to have sole power
         to vote these shares.

(4)      Represents 1,012,354 shares held by the Dibachi Family Trust.

(5)      Represents 464,323 shares held by the Garnett Family Trust; 7,538
         shares held by Mr. Garnett; and 294,117 shares and warrants to
         purchase 36,765 shares held by Katrina A. Garnett. Excludes 120,000
         shares held by the Garnett 1996 Children's Trust. Mr. and Mrs.
         Garnett do not possess any voting or dispositive power over shares
         held by the Garnett 1996 Children's Trust and disclaim beneficial
         ownership over the shares held by the trust.

(6)      Represents 38,847 shares held by Mr. Chiruvolu, 6,949 shares subject
         to options held by Mr. Chiruvolu that are exercisable within 60 days
         of April 15, 2003 and warrants to purchase 3,677 shares held by Mr.
         Chiruvolu.

(7)      Represents 1,000 shares held by Mr. Miller and 5,555 shares subject
         to options held by Mr. Miller. Includes 1,618,179 shares and warrants
         to purchase 202,272 shares held by Walden VC II, L.P. and 146,527
         shares and warrants to purchase 18,316 shares held by Walden VC
         II-Side, L.P. Mr. Miller is a managing member of Walden VC, LLC, the
         general partner of Walden VC II, L.P. and Walden VC II-Side, L.P. Mr.
         Miller disclaims beneficial ownership to the shares held by such
         funds except to the extent of his pecuniary interest therein.

(8)      Represents 4,739 shares held by the Pickus Family Trust and 90,696
         shares subject to options held by Mr. Pickus that are exercisable
         within 60 days of April 15, 2003.

(9)      Represents 9,999 shares subject to options held by Mr. Shahbazian
         that are exercisable within 60 days of April 15, 2003.

(10)     Represents 5,762 shares subject to options held by Mr. Edward F.
         Thompson that are exercisable within 60 days of April 15, 2003.

(11)     Represents 1,410 shares held by Mr. Peter Thompson and 3,472 shares
         subject to options held by Mr. Thompson that are exercisable within
         60 days of April 15, 2003.

(12)     Represents 7,289 shares subject to options held by Mr. Vaden that are
         exercisable within 60 days of April 15, 2003 and 1,066,712 shares and
         warrants to purchase 55,147 shares of common stock held by funds
         managed by Vector Capital Partners II, L.L.C., of which Mr. Vaden is
         a Managing Member. Mr. Vaden disclaims beneficial ownership of the
         shares held by such funds except to the extent of his pecuniary
         interest therein.

(13)     Represents 2,877,414 shares held by all directors and executive
         officers as a group and 409,134 shares subject to options, warrants
         or other rights held by all directors and executive officers as a
         group that are exercisable within 60 days of April 15, 2003.

Equity Incentive Plan Information

         The following table provides information as of January 31, 2003 with
respect to the shares of our common stock that may be issued under our
existing equity incentive plans.

<TABLE>
<CAPTION>
                                         A                          B                          C
                                                                                     Number of Securities
                                                                                     Remaining for Future
                                                                                     Issuance Under Equity
                              Number of Securities to       Weighted Average          Compensation Plans
                              be Issued upon Exercise       Exercise Price of        (Excluding Securities
       Plan Category          of Outstanding Options       Outstanding Options      Reflected in Column A)
--------------------------   -------------------------  -------------------------  -------------------------
<S>               <C>              <C>                           <C>                      <C>
Equity Compensation
     Plans Approved by
     Shareholders (1)              1,375,228                     $10.12                   1,077,678
Equity Compensation
     Plans Approved by
     Shareholders (2)                121,414                       5.39                     120,002
                             -------------------------  -------------------------  -------------------------
                                   1,496,642                      $9.74                   1,197,680
                             =========================  =========================  =========================
</TABLE>



1.       Includes the 2000 Equity Incentive Plan and the 2000 Employee Stock
         Purchase Plan.

2.       Includes the 1998 Stock Option Plan and 2000 Stock Incentive Plan.

3.       On each January 1, the number of shares reserved and available for
         grant under the 2000 Equity Incentive Plan is increased automatically
         by a number of shares equal to 5% of our total outstanding shares on
         the immediately prior December 31 and the number of shares reserved
         for issuance under the 2000 Employee Stock Purchase Plan is increased
         by a number of shares equal to 1% of our total outstanding shares on
         the immediately prior December 31.

Item 13. Certain Relationships and Related Transactions

         Other than the compensation arrangements described in "Compensation
of Directors" and "Executive Compensation and Related Information" and the
transactions described below, since January 31, 2002, there has not been nor
is there currently proposed, any transaction or series of similar transactions
required to be disclosed to which we were or will be a party in which the
amount involved exceeds $60,000 and in which any executive officer, director
or beneficial owner of more than 5% of our common stock had or will have a
direct or indirect material interest.

Loan to Executive Officer

         In November 1999, we loaned $1,250,000 to our then president,
vertical markets, Joshua Pickus, who is now our chief executive officer,
secured by a stock pledge agreement and personal assets, in connection with
his purchase of 125,000 shares of our restricted common stock. The loan
initially accrued interest at 6.08% and was to mature in November 2002. In May
2002, we extended the maturity date of the loan to November 2004 and reduced
the interest rate to 3.21%. In July 2002, we repurchased these 125,000 shares
of common stock from Mr. Pickus for $675,000, the fair market value of the
common stock at that time, and Mr. Pickus used all of this consideration to
repay the equivalent principal amount of the note. In connection with this
repayment, we cancelled $116,000 in accrued interest, which was recorded as
compensation expense. The remaining amount of the loan of $674,000, including
$99,000 in accrued interest, was reclassified to other assets in the second
quarter of fiscal 2003 as there was no longer common stock to secure the loan.
This loan remains secured by the personal assets of Mr. Pickus. On March 16,
2003, Mr. Pickus made a $150,000 payment against this loan which reduced the
interest outstanding as of the date of repayment to zero and reduced the
principal outstanding to $537,000. In November 1999, we also loaned $200,000
to Mr. Pickus under a separate agreement at a rate of 8.0% per annum, which
was due on or before November 11, 2002. Mr. Pickus has fully repaid this loan.

Other Transactions

         On February 12, 2003, we entered into a common stock and warrant
purchase agreement with various investors led by Walden VC, providing for the
issuance of 3,088,230 shares of our common stock at a price of $3.35 per share
and warrants to purchase 386,034 shares of our common stock at a price of
$0.40 per warrant share. The warrants carry an exercise price of $3.40 per
share and have a five-year term. The sale of common stock and warrants is
intended to be exempt from the registration statements of the Securities Act
of 1933, as amended, and we expect to rely upon Section 4(2) and/or the
Regulation D "safe harbor" provisions.

         In connection with the private placement, our board of directors
appointed Matt Miller, a managing member of Walden VC, to our board of
directors as a Class III Director. Walden VC and its affiliated entities
purchased 2,264,702 shares and warrants to purchase 283,091 shares of our
common stock in the private placement.

         Mr. Val E. Vaden, a member of our board of directors, is a managing
member of Vector Capital Partners II, L.L.C. Vector Capital Partners II,
L.L.C., or its affiliates purchased 441,177 shares and warrants to purchase
55,147 shares of our common stock in the private placement.

         Mr. Ravi Chiruvolu, a member of our board of directors, purchased
29,412 shares and warrants to purchase 3,677 shares of our common stock in the
private placement.

         Mr. Terence Garnett resigned from our board of directors in May 2002.
In the private placement, Ms. Katrina Garnett, wife of Terence Garnett,
purchased 294,117 shares and warrants to purchase 36,765 shares of our common
stock.

<PAGE>





                                  SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this annual report on
Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                       NIKU CORPORATION

                                       By:  /s/ Joshua Pickus
                                           ----------------------------------
                                           Joshua Pickus
                                           President, Chief Executive Officer
                                           and Chairman of the Board
                                           (Principal Executive Officer)

                                           Dated: May 30, 2003


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


<TABLE>

          Signature                         Title                                Date


<S>                                      <C>                                    <C>

/s/ Joshua Pickus                        President, Chief Executive Officer     May 30, 2003
_________________________                and Chairman of the Board
Joshua Pickus

*
_________________________                Chief Financial Officer                May 30, 2003
Michael Shahbazian                       (Principal Financial Officer and
                                         Principal Accounting Officer)

*
_________________________                Director                               May 30, 2003
Ravi Chiruvolu

*
_________________________                Director                               May 30, 2003
Matt Miller

*
_________________________                Director                               May 30, 2003
Edward F. Thompson

*
_________________________                Director                               May 30, 2003
Peter Thompson

*
_________________________                Director                               May 30, 2003
Val E. Vaden

* By:    /s/ Joshua Pickus
         _________________________
         Joshua Pickus
         Attorney-in-Fact

</TABLE>

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER


         I, Joshua Pickus, certify that:

         1. I have reviewed this annual report on Form 10-K of Niku
Corporation;

         2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

         3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this annual
report;

         4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

            (a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is being
prepared;

            (b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and

            (c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing the
equivalent function):

            (a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for
the registrant's auditors any material weaknesses in internal controls; and

            (b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls; and

         6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date:  June 2, 2003
                                                /s/ Joshua Pickus
                                                _____________________________
                                                Joshua Pickus
                                                Chief Executive Officer
<PAGE>

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER


         I, Michael Shahbazian, certify that:

         1. I have reviewed this annual report on Form 10-K of Niku
Corporation;

         2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

         3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this annual
report;

         4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

            (a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is being
prepared;

            (b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and

            (c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing the
equivalent function):

            (a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for
the registrant's auditors any material weaknesses in internal controls; and

            (b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls; and

         6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date:  June 2, 2003
                                                  /s/ Michael Shahbazian
                                                  ___________________________
                                                  Michael Shahbazian
                                                  Chief Financial Officer


<PAGE>

                                  Exhibit Index

  Number                        Exhibit Title

   23.1       Consent of KPMG LLP

   99.1       Certification of Chief Executive Officer under Section 906
              of the Sarbanes-Oxley Act of 2002

   99.2       Certification of Chief Financial Officer under Section 906 of
              the Sarbanes-Oxley Act of 2002