As filed with the Securities and Exchange Commission on January 14, 2002

                                                      Registration No. 333-____
================================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                              --------------------


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


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

        714 E. Evelyn Avenue                             94086
            Sunnyvale, CA                             (Zip Code)
        (Address of principal
         executive offices)

                        eGain Communications Corporation
                        1999 Employee Stock Purchase Plan
                              (Full title of plan)

            Ashutosh Roy                               Copy to:
       Chief Executive Officer                 Stanley F. Pierson, Esq.
  eGain Communications Corporation              Pillsbury Winthrop LLP
        714 E. Evelyn Avenue                     2550 Hanover Street
         Sunnyvale, CA 94086                     Palo Alto, CA 94304
           (408) 737-7400                           (650) 233-4500
    (Name, address and telephone
    number of agent for service)
------------------------------------         ---------------------------------



                                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                               Proposed              Proposed
                                                                                maximum               maximum
           Title of securities                             Amount to            offering             aggregate         Amount of
           to be registered/(1)/                       be registered/(2)/   price per share/(3)/   offering price  registration fee
-------------------------------------------------      ------------------   --------------------   --------------  ----------------
                                                                                                         
Common Stock, par value $.001 per share: To be
issued under the eGain Communications Corporation
1999 Employee Stock Purchase Plan                           750,000                  $1.50            $1,125,000         $269
====================================================================================================================================


(1)  The securities to be registered include options to acquire Common Stock.

(2)  Calculated pursuant to General Instruction E on Form S-8.

(3)  Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act") solely for the purposes of calculating the
registration fee. The maximum offering price per share is based upon the average
of the high and low prices of the Registrant's Common Stock on January 7, 2002,
as reported on the Nasdaq Stock Market.

The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.



                          INFORMATION REQUIRED PURSUANT
                      TO GENERAL INSTRUCTION E TO FORM S-8

General Instruction E Information

     This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective.

     Registrant's Form S-8 Registration Statement filed with the Securities and
Exchange Commission on March 22, 2000 (File No. 333-32854) is hereby
incorporated by reference.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Incorporation of Documents by Reference.

     The following documents filed by the Registrant with the Securities and
Exchange Commission are hereby incorporated by reference in this Registration
Statement:

     (a) Registrant's Annual Report on Form 10-K for its fiscal year ended June
30, 2001, filed with the Securities and Exchange Commission on September 28,
2001 and incorporated herein by reference.

     (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year referred to in (a) above, covered by the Registration
document.

     (c) The description of Registrant's Capital Stock contained in Registrant's
registration statement on Form 8-A, filed September 3, 1999 pursuant to Section
12(g) of the Exchange Act.

     In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

                                    Exhibits.

     See Exhibit Index, which list of exhibits is incorporated herein by
reference.

                                       1


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Sunnyvale, State of California, on the 14th day of
January, 2002.

                                          eGAIN COMMUNICATIONS CORPORATION



                                          By        /s/ Ashutosh Roy
                                             ----------------------------------
                                                        Ashutosh Roy
                                                   Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ashutosh Roy, Gunjan Sinha, William McGrath and
Milind Kasbekar, and each of them, his or her true and lawful attorneys-in-fact
and agents, each with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments, to this Registration Statement on Form S-8, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact and agents or
their substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.




                     Name                             Title                               Date
                     ----                             -----                               ----
                                                                             
        /s/ Ashutosh Roy                Chief Executive Officer and Director       January 14, 2002
--------------------------------------  (Principal Executive Officer)
            Ashutosh Roy


        /s/ Gunjan Sinha                President and Director                     January 14, 2002
--------------------------------------
            Gunjan Sinha


                                       2






                    Name                                  Title                                  Date
                    ----                                  -----                                  ----
                                                                                       
           /s/ Harpreet Grewal                   Chief Financial Officer (Principal         January 14, 2002
----------------------------------------------   Financial Officer)
               Harpreet Grewal


           /s/ Milind Kasbekar                   Vice President-Finance and                 January 14, 2002
----------------------------------------------   Administration (Principal Accounting
               Milind Kasbekar                   Officer)


             /s/ David Brown                     Director                                   January 14, 2002
----------------------------------------------
                 David Brown

           /s/ Mark A. Wolfson                   Director                                   January 14, 2002
----------------------------------------------
               Mark A. Wolfson

       /s/ Phiroz P. Darukhanavala               Director                                   January 14, 2002
----------------------------------------------
           Phiroz P. Darukhanavala


                                       3



                                INDEX TO EXHIBITS

     Exhibit
       No.                        Description
   ----------   ---------------------------------------------------------------
      5.1       Opinion of Pillsbury Winthrop LLP.

     23.1       Consent of Ernst & Young LLP, Independent Auditors.

     23.2       Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).

     24.1       Powers of Attorney (see signature page).

     99.1*      eGain Communications Corporation 1999 Employee Stock Purchase
                Plan.












---------------------
*  Incorporated by reference to Exhibit 10.4 to Registrant's Registration
   Statement on Form S-1 filed with the Securities and Exchange Commission on
   July 22, 1999 (File No. 333-83439).

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