**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 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 September 30, 2006


**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: 000-29357**





**CHORDIANT
      SOFTWARE, INC.**





**(Exact
      name of registrant as specified in its charter)**




**Delaware**
            **93-1051328****(State
                or other jurisdiction of**
              **incorporation
                or organization)**
            **(IRS
                Employer**
              **identification
                No.)**




**20400
      Stevens Creek Blvd., Suite 400**


**Cupertino,
      California 95014**


**(Address
      of principal executive offices, including zip code)**




**(408)
      517-6100**


**(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 $.001 Par Value per Share**


**(Title
      of Class)**




Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.    Yes **** ** ̈** No x




Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act.    Yes ****  ̈ No x




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 registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Transition Report on Form 10-K
      or
      any amendment to this Form 10-K.  ̈




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.




Large
                accelerated filer ̈
            Accelerated
                filerx
            Non-accelerated
                filer ̈





Indicate
      by check mark whether the registrant is a shell company (as defined in Exchange
      Act Rule 12b-2).    Yes ****  ̈ No **x** ****




State
      the aggregate market value of the voting and non-voting common equity held
      by
      non-affiliates computed by reference to the price at which the common equity
      was
      last sold, or the average bid and asked price of such common equity, as of
      March
      31, 2007, the last business day of the registrant’s most recently completed
      second fiscal quarter: $338,921,145.




As
      of March 31, 2007, there were 32,746,004 shares of the registrant’s common stock
      outstanding.





**DOCUMENTS
      INCORPORATED BY REFERENCE**


None.







**EXPLANATORY
      NOTE**





We
      are filing this amendment to our Annual Report on Form 10-K, originally filed
      with the Securities and Exchange Commission on February 9, 2007, solely for
      the
      purpose of filing certain exhibits which we inadvertently omitted from that
      filing and which are set forth above under the caption "documents incorporated
      by reference":





10.55*
            
            Change
                of Control Agreement dated November 1, 2005, by and between Chordiant
                Software, Inc. and Peter Norman. (filed as Exhibit 10.1 to Chordiant’s
                Quarterly Report on Form 10-Q filed on April 30, 2007 and incorporated
                herein by reference)10.56*
            
            Change
                of Control Agreement dated November 11, 2005 by and between Chordiant
                Software, Inc. and James St. Jean. (filed as Exhibit 10.2 to Chordiant’s
                Quarterly Report on Form 10-Q filed on April 30, 2007 and incorporated
                herein by reference)10.57*
            
            Change
                of Control Agreement dated May 26, 2006 by and between Chordiant
                Software,
                Inc. and Frank Florence. (filed as Exhibit 10.1 to Chordiant’s Quarterly
                Report on Form 10-Q filed on April 30, 2007 and incorporated herein
                by
                reference)10.58*
            
            Change
                of Control Agreement dated April 13, 2007 by and between Chordiant
                Software, Inc. and PK Karnik. (filed as Exhibit 10.1 to Chordiant’s
                Quarterly Report on Form 10-Q filed on April 30, 2007 and incorporated
                herein by reference)





*  Management
      contract or compensatory plan or arrangement.








**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act
      of 1934, as amended, the Registrant has duly caused this amendment to its report
      on Form 10-K to be signed on our behalf by the undersigned, thereunto duly
      authorized, in the City of Cupertino, State of California, on April 30, 2007.





**CHORDIANT
                SOFTWARE, INC**By:
            /s/
                STEVEN R. SPRINGSTEEL**Steven
                R. Springsteel**
              **Chairman,
                President, and CEO**