FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * St Jean James   2. Issuer Name and Ticker or Trading Symbol CHORDIANT SOFTWARE INC [CHRD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP Worldwide Engineering (Last) (First) (Middle) 20400 STEVENS CREEK, SUITE 400 3. Date of Earliest Transaction (Month/Day/Year) 07/26/2007 (Street) CUPERTINO, CA 95014 4. If Amendment, Date Original Filed(Month/Day/Year) 07/30/2007 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 4.5

07/26/2007(1)(3)

D

750 (2)

(3)

10/01/2011

Common Stock

750

$ 0

0

D

Employee Stock Option (right to buy)

$ 9.13

07/26/2007(1)(3)

A

750 (2)

(3)

10/01/2011

Common Stock

750

$ 0

750

D

Employee Stock Option (right to buy)

$ 2.5

07/26/2007(1)(4)

D

7,083 (2)

(4)

05/12/2013

Common Stock

7,083

$ 0

0

D

Employee Stock Option (right to buy)

$ 5

07/26/2007(1)(4)

A

7,083 (2)

(4)

05/12/2013

Common Stock

7,083

$ 0

7,083

D

Employe Stock Option (right to buy)

$ 10.43

07/26/2007(1)(5)

D

8,750 (2)

(5)

06/14/2014

Common Stock

8,750

$ 0

0

D

Employee Stock Option (right to buy)

$ 10.8

07/26/2007(1)(5)

A

8,750 (2)

(5)

06/14/2014

Common Stock

8,750

$ 0

8,750

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
St Jean James 20400 STEVENS CREEK SUITE 400 CUPERTINO, CA 95014			VP Worldwide Engineering

Signatures

/s/ Nancy H. Wojtas (Attorney-in-Fact)		07/31/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The reporting person has entered into an agreement, date July 26, 2007 (the "Agreement"), with Chordiant Software, Inc. (the "Company") to amend the exercise price of that number of unexercised shares subject to each option as reported in this Form 4 (each, a "Subject Option") to increase the exercise price to 100% of the fair market value of the Company's common stock on the applicable accounting measurement date for each Subject Option, as such applicable accounting measurement date has been revised by the Company.
(2)	For Section 16 reporting purposes only, the increase in the exercise price is deemed to be a cancellation of the old option and the grant of a replacement option. The other terms of the outstanding Subject Options (including any vesting of the Subject Options) remain unchanged.
(3)	The original option grant date was October 2, 2001 and the revised accounting measurement date is November 29, 2001. The shares vest monthly over forty-eight (48) months from the date of grant.
(4)	The original option grant date was May 13, 2003 and revised accounting measurement date is July 14, 2003. The shares vest monthly over twenty-four (24) months from the date of grant.
(5)	The original option grant date was June 15, 2004 and the revised accounting measurement date is June 17, 2004. The shares vest monthly over thirty-six (36) months from the date of grant.

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