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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K/A

Amendment No. 1





(Mark One)



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



For
the Fiscal Year Ended June 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 Number:  0-30260





eGain Communications Corporation

(Exact name of registrant as specified in its charter)





|Delaware 77-0466366                                            |  | 77-0466366                                          
|-------------------------------------------------------------- |  | ----------------------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)                
|                                                               | 
|624 E. Evelyn, Sunnyvale, California 94086                     |  | (408) 212-3400                                      
|(Address of principal executive offices, including zip code)   |  | (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, par value $0.001 per share



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 (Section 229.405 of this chapter) 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.



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



The aggregate market value of the voting and non-voting common equity held by non-affiliates (on the Nasdaq SmallCap Market on September 25,
2003), was approximately $3,118,270. For purposes of the foregoing calculation only, the registrant has included in the shares owned by affiliates the beneficial ownership of voting and non-voting common equity of officers and directors, and
affiliated entities, of the registrant and members of their families. Such inclusion shall not be construed as an admission that any such person is an affiliate for any other purpose.



As of September 25, 2003, there were 3,680,954 shares of Common Stock, $0.001 par value, outstanding.



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eGAIN COMMUNICATIONS CORPORATION



TABLE OF CONTENTS



|Item No. |  |                                                                 |  | Page
|-------- |  | --------------------------------------------------------------- |  | ----
|         |  |                                                                
|PART IV  |  |                                                                 |  |     
|Item 15  |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K |  | 1   
|         |  |                                                                
|         |  | SIGNATURES                                                      |  | 2   





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EXPLANATORY NOTE



On September 29, 2003, eGain Communications Corporation filed its Annual Report on Form 10-K for the fiscal year ended June 30, 2003.
eGain hereby amends such Form 10-K by adding new Exhibits 10.26 and 21.1 in the forms filed herewith. We have made no further changes to the previously filed Form 10-K.



PART IV



ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K



3.    Exhibits



|10.26 |  | Accounts Receivable Purchase Modification Agreement between eGain and Silicon Valley Bank, dated March 25, 2003. (1)
|----- |  | --------------------------------------------------------------------------------------------------------------------
|      | 
|21.1  |  | Subsidiaries of eGain Communications Corporation. (1)                                                               

---

|(1) | Filed with this Form 10-K/A
|--- | ---------------------------



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SIGNATURES



Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on October 15, 2003.



eGAIN COMMUNICATIONS CORPORATIONBy:

/S/    ASHUTOSH ROYAshutosh Roy Chief Executive Officer




Pursuant to the requirements of
the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|Name                    |  | Title                                                              |  | Date            
|----------------------- |  | ------------------------------------------------------------------ |  | ----------------
|                        |  |                                                                   
|/S/    ASHUTOSH ROY     |  | Chief Executive Officer and Director (Principal Executive Officer) |  | October 15, 2003
|                        |  |                                                                    |  |                 
|Ashutosh Roy            |  |                                                                    |  |                 
|                        |  |                                                                   
|/S/    ERIC SMIT        |  | Chief Financial Officer (Principal Financial Officer)              |  | October 15, 2003
|                        |  |                                                                    |  |                 
|Eric Smit               |  |                                                                    |  |                 
|                        |  |                                                                   
|*                       |  | Director                                                           |  | October 15, 2003
|                        |  |                                                                    |  |                 
|Mark A. Wolfson         |  |                                                                    |  |                 
|                        |  |                                                                   
|*                       |  | Director                                                           |  | October 15, 2003
|                        |  |                                                                    |  |                 
|David Brown             |  |                                                                    |  |                 
|                        |  |                                                                   
|*                       |  | Director                                                           |  | October 15, 2003
|                        |  |                                                                    |  |                 
|Gunjan Sinha            |  |                                                                    |  |                 
|                        |  |                                                                   
|                        |  | Director                                                           |  | October __, 2003
|                        |  |                                                                    |  |                 
|Phiroz P. Darukhanavala |  |                                                                    |  |                 

|     | 
|---- | 
|*By: | 
|     | 
|     | 



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