eGAIN COMMUNICATIONS CORPORATION

(Name of Issuer)

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

282225C103

(CUSIP Number)

David K. Lakhdhir, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
(212) 373-3000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 24, 2008

(Date of Event which Requires Filing of this Statement)

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

Oak Hill Capital Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    o
(b)    x

3

SEC USE ONLY

  

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8


9


10

SOLE VOTING POWER
5,047,178

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER
5,047,178

SHARED DISPOSITIVE POWER
-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,245,724 ⁽¹⁾

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)

        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

33.8% ⁽²⁾

14

TYPE OF REPORTING PERSON*

PN

(1)

Includes shares of Common Stock that would be beneficially owned upon exercise of Warrants to purchase an aggregate of 198,546 shares of Common Stock, which are immediately exercisable. On exercise of the Warrants, 5,245,724 shares of Common Stock will be owned directly by Oak Hill Capital Partners, L.P., through its general partner, OHCP GenPar, L.P., through OHCP GenPar, L.P.’s general partner, OHCP MGP, LLC. See Item 5(a) herein.

(2)

Assumes that there are 15,531,793 shares of Common Stock outstanding.

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

Oak Hill Capital Management Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    o
(b)    x

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8


9


10

SOLE VOTING POWER
140,833

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER
140,833

SHARED DISPOSITIVE POWER
-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

145,924 ⁽³⁾

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)

        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.0% ⁽⁴⁾

14

TYPE OF REPORTING PERSON*

PN

(3)

Includes shares of Common Stock that would be beneficially owned upon exercise of Warrants to purchase an aggregate of 5,091 shares of Common Stock, which are immediately exercisable. On exercise of the Warrants, 145,924 shares of Common Stock will be owned directly by Oak Hill Capital Management Partners, L.P., through its general partner, OHCP GenPar, L.P., through OHCP GenPar, L.P.’s general partner, OHCP MGP, LLC. See Item 5(a) herein.

(4)

Assumes that there are 15,338,338 shares of Common Stock outstanding.

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

OHCP GenPar, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    o
(b)   x

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8


9


10

SOLE VOTING POWER
5,188,011

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER
5,188,011

SHARED DISPOSITIVE POWER
-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,391,648 ⁽⁵⁾

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)

        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

34.7% ⁽⁶⁾

14

TYPE OF REPORTING PERSON*

PN

(5)

Includes shares of Common Stock that would be beneficially owned upon exercise of Warrants to purchase an aggregate of 203,637 shares of Common Stock, which are immediately exercisable. Warrants to purchase an aggregate of 203,637 shares of Common Stock consist of the following: (i) Warrants to purchase 198,546 shares of Common Stock, owned directly by Oak Hill Capital Partners, L.P., through its general partner, OHCP GenPar, L.P. and (ii) Warrants to purchase 5,091 shares of Common Stock, owned directly by Oak Hill Capital Management Partners, L.P., through its general partner, OHCP GenPar, L.P. On exercise of the Warrants, OHCP GenPar, L.P. will beneficially own the following shares of Common Stock: (i) 5,245,724 shares of Common Stock in its capacity as general partner of Oak Hill Capital Partners, L.P.; and (ii) 145,924 shares of Common Stock in its capacity as general partner of Oak Hill Capital Management Partners, L.P. See Item 5(a) herein.

(6)

Assumes that there are 15,536,884 shares of Common Stock outstanding.

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

OHCP MGP, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    o
(b)    x

3

SEC USE ONLY

4

SOURCE OF FUNDS

Not Applicable

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8


9


10

SOLE VOTING POWER
5,188,011

VOTING POWER
-0-

SOLE DISPOSITIVE POWER
5,188,011

SHARED DISPOSITIVE POWER
-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,391,648 ⁽⁷⁾

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)

        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

34.7% ⁽⁸⁾

14

TYPE OF REPORTING PERSON*

OO

(7)

See footnote (5) to page relating to OHCP GenPar, L.P. Power is exercised by OHCP MGP, LLC in its capacity as general partner of OHCP GenPar, L.P.

(8)

Assumes that there are 15,536,884 shares of Common Stock outstanding.

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

Oak Hill Venture Fund I, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    o
(b)    x

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8


9


10

SOLE VOTING POWER
785,820

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER
785,820

SHARED DISPOSITIVE POWER
-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

785,820 ⁽⁹⁾

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)

        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.1%

14

TYPE OF REPORTING PERSON*

PN

(9)

785,820 shares of Common Stock are owned directly by Oak Hill Venture Fund I, L.P. through its general partner, OHVF GenPar I, L.P., through OHVF GenPar I, L.P.’s general partner, OHVF MGP I, LLC. See Item 5(a) herein.

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

OHVF GenPar I, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    o
(b)    x

3

SEC USE ONLY

4

SOURCE OF FUNDS

Not Applicable

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8


9


10

SOLE VOTING POWER
785,820

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER
785,820

SHARED DISPOSITIVE POWER
-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

785,820 ⁽¹⁰⁾

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)

        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.1%

14

TYPE OF REPORTING PERSON*

PN

(10)

Power is exercised by OHVF GenPar I, L.P. in its capacity as general partner to Oak Hill Venture Fund I, L.P. and through its general partner, OHVF MGP I, LLC.

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

OHVF MGP I, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    o
(b)    x

3

SEC USE ONLY

4

SOURCE OF FUNDS

Not Applicable

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8


9


10

SOLE VOTING POWER
785,820

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER
785,820

SHARED DISPOSITIVE POWER
-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

785,820 ⁽¹¹⁾

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)

        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.1%

14

TYPE OF REPORTING PERSON*

OO

(11)

See footnote (10) to page relating to OHVF GenPar I, L.P. Power is exercised by OHVF MGP I, LLC in its capacity as general partner to OHVF GenPar I, L.P. and through its sole member, FW Group GenPar, Inc.

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

FW Group GenPar, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    o
(b)    x

3

SEC USE ONLY

4

SOURCE OF FUNDS

Not Applicable

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8


9


10

SOLE VOTING POWER
785,820

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER
785,820

SHARED DISPOSITIVE POWER
-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

785,820 ⁽¹²⁾

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)

        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.1%

14

TYPE OF REPORTING PERSON*

CO

(12)

See footnote (11) to page relating to OHVF MGP I, LLC. Power is exercised by FW Group GenPar, Inc. in its capacity as sole member of OHVF MGP I, LLC.

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

FW Investors V, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    o
(b)    x

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8


9


10

SOLE VOTING POWER
1,841,443

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER
1,841,443

SHARED DISPOSITIVE POWER
-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,944,827 ⁽¹³⁾

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)

        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.6% ⁽¹⁴⁾

14

TYPE OF REPORTING PERSON*

PN

(13)

Includes shares of Common Stock that would be beneficially owned upon exercise of the Warrants to purchase an aggregate of 103,384 shares of Common Stock, which are immediately exercisable. On exercise of the Warrants, 1,944,827 shares of Common Stock will be owned directly by FW Investors V, L.P., through its general partner, FW Management II, LLC. See Item 5(a) herein.

(14)

Assumes that there are 15,436,631 shares of Common Stock outstanding.

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

FW Management II, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    o
(b)    x

3

SEC USE ONLY

4

SOURCE OF FUNDS

Not Applicable

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8


9


10

SOLE VOTING POWER
1,841,443

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER
1,841,443

SHARED DISPOSITIVE POWER
-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,944,827 ⁽¹⁵⁾

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)

        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.6% ⁽¹⁶⁾

14

TYPE OF REPORTING PERSON*

OO

(15)

See footnote (13) to page relating to FW Investors V, L.P. Power is exercised by FW Management II, LLC in its capacity as general partner to FW Investors V, L.P. through its sole member, J. Taylor Crandall.

(16)

Assumes that there are 15,436,631 shares of Common Stock outstanding.

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

Robert M. Bass

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    o
(b)    x

3

SEC USE ONLY

4

SOURCE OF FUNDS

Not Applicable

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8


9


10

SOLE VOTING POWER
283,315

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER
283,315

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

283,315 ⁽¹⁷⁾

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)

        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.8%

14

TYPE OF REPORTING PERSON*

IN

(17)

Represents the shares of Common Stock that are beneficially owned as a result of a previous distribution from FW Ventures I, L.P.

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

Capital Partnership

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    o
(b)    x

3

SEC USE ONLY

4

SOURCE OF FUNDS

Not Applicable

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8


9


10

SOLE VOTING POWER
70,727

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER
70,727

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

70,727 ⁽¹⁸⁾

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)

        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.5%

14

TYPE OF REPORTING PERSON*

PN

(18)

Represents the shares of Common Stock that are beneficially owned as a result of a previous distribution by FW Ventures I, L.P. Power is exercised by Capital Partnership through its managing partner, Margaret Lee Bass 1980 Trust.

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

David G. Brown

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    o
(b)    x

3

SEC USE ONLY

4

SOURCE OF FUNDS

Not Applicable

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8


9


10

SOLE VOTING POWER
16,166

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER
16,166

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

18,666 ⁽¹⁹⁾

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)

        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.1% ⁽²⁰⁾

14

TYPE OF REPORTING PERSON*

IN

(19)

Represents 16,166 shares of Common Stock that are beneficially owned as a result of a previous distribution by FW Ventures I, L.P. and 2,500 shares of Common Stock that would be beneficially owned upon exercise of director options held by Mr. Brown.

(20)

Assumes that there are 15,335,747 shares of Common Stock outstanding

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

Mark A. Wolfson

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    o
(b)    x

3

SEC USE ONLY

4

SOURCE OF FUNDS

Not Applicable

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8


9


10

SOLE VOTING POWER
16,166

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER
16,166

SHARED DISPOSITIVE POWER
-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

19,166 ⁽²¹⁾

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)

        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.1% ⁽²²⁾

14

TYPE OF REPORTING PERSON*

IN

(21)

Represents 16,166 shares of Common Stock that are beneficially owned as a result of a previous distribution by FW Ventures I, L.P. and 3,000 shares of Common Stock that would be beneficially owned upon exercise of director options held by Mr. Wolfson.

(22)

Assumes that there are 15,336,247 shares of Common Stock outstanding.

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

Group III 31, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    o
(b)    x

3

SEC USE ONLY

4

SOURCE OF FUNDS

Not Applicable

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8


9


10

SOLE VOTING POWER
4,041

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER
4,041

SHARED DISPOSITIVE POWER
-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,041 ⁽²³⁾

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)

        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 0.1%

14

TYPE OF REPORTING PERSON*

OO

(23)

Represents the shares of Common Stock that are beneficially owned as a result of a previous distribution by FW Ventures I, L.P.

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

J. Taylor Crandall (in the capacity described herein)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    o
(b)    x

3

SEC USE ONLY

4

SOURCE OF FUNDS

Not Applicable

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8


9


10

SOLE VOTING POWER
1,845,484

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER
1,845,484

SHARED DISPOSITIVE POWER
-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,948,868 ⁽²⁴⁾

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)

        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.6% ⁽²⁵⁾

14

TYPE OF REPORTING PERSON*

IN

(24)

(i) Solely in his capacity as the sole member of Group III 31, LLC with respect to 4,041 shares of Common Stock, which represents the shares of Common Stock that are beneficially owned as a result of a previous distribution by FW Ventures I, L.P.; and (ii) solely in his capacity as the sole member of FW Management II, LLC with respect to 1,944,827 shares. See footnote (15) to page relating to FW Management II, LLC.

(25)

Assumes that there are 15,436,631 shares of Common Stock outstanding.

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

Woodside Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    o
(b)    x

3

SEC USE ONLY

4

SOURCE OF FUNDS

Not Applicable

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delawae

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8


9


10

SOLE VOTING POWER
12,124

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER
12,124

SHARED DISPOSITIVE POWER
-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,124 ⁽²⁶⁾

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)

        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 0.1%

14

TYPE OF REPORTING PERSON*

PN

(26)

Represents the shares of Common Stock that are directly owned by Woodside Partners, L.P. as a result of a previous distribution by FW Ventures I, L.P. Woodside Partners, L.P. owns the shares through its general partner, Tonandowah, L.L.C., of which the sole member is Caroline Jean Crandall 1998 Trust, of which John Fant is the sole trustee.

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

Tonandowah, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    o
(b)    x

3

SEC USE ONLY

4

SOURCE OF FUNDS

Not Applicable

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

        o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7


8


9


10

SOLE VOTING POWER
12,124

SHARED VOTING POWER
-0-

SOLE DISPOSITIVE POWER
12,124

SHARED DISPOSITIVE POWER
-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,124 ⁽²⁷⁾

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)

        o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 0.1%

14

TYPE OF REPORTING PERSON*

OO

(27)

Solely in its capacity as the general partner of Woodside Partners, L.P. See footnote (26) to page relating to Woodside Partners, L.P.

Lender

Face Amount of Prior Note

Amount of Prior Note to Convert (includes interest)

Shares of Common Stock Received in Conversion

Face Amount of Restated Note Received

OHCP

$1,899,462.44

$850,656.49

895,429

$1,429,588

OHCMP

$48,704.07

$21,811.83

22,960

$36,656

FWI

$989,070.21

$442,945.68

466,258

$744,402

Lender

Warrants

OHCP

198,546

OHCMP

5,091

FWI

103,384

(a)

Item 5(a) is hereby amended and supplemented by the addition of the following:

(b)

Item 5(b) is hereby amended and supplemented by the addition of the following:

(c)

Item 5(c) is hereby amended and supplemented by the addition of the following:

(d)

No changes.

(e)

Not applicable.

Exhibit 1

Conversion Agreement and Amendment to Subordinated Secured Promissory Notes, dated as of September 24, 2008, by and among eGain Communications Corporation, Ashutosh Roy, Oak Hill Capital Partners, L.P., Oak Hill Capital Management Partners, L.P. and FW Investors V, L.P. (incorporated by reference to Exhibit 10.1 the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2008)

Exhibit 2

Form of Warrant to Purchase Common Stock of eGain Communications Corporation (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2008)

OAK HILL CAPITAL PARTNERS, L.P.

By: OHCP GenPar, L.P., its general partner

By: OHCP MGP, LLC, its general partner

By: 

/s/ Kevin G. Levy

Name: Kevin G. Levy
Title: Vice President

OAK HILL CAPITAL MANAGEMENT PARTNERS, L.P.

By: OHCP GenPar, L.P., its general partner

By: OHCP MGP, LLC, its general partner

By: 

/s/ Kevin G. Levy

Name: Kevin G. Levy
Title: Vice President

OHCP GENPAR, L.P.

By: OHCP MGP, LLC, its general partner

By: 

/s/ Kevin G. Levy

Name: Kevin G. Levy
Title: Vice President

OHCP MGP, LLC

By: 

/s/ Kevin G. Levy

Name: Kevin G. Levy
Title: Vice President

OAK HILL VENTURE FUND I, L.P.

By: OHVF GenPar I, L.P., its general partner

By: OHVF MGP I, LLC, its general partner

By: 

/s/ Kevin G. Levy

Name: Kevin G. Levy
Title: Vice President

OHVF GENPAR I, L.P.

By: OHVF MGP I, LLC, its general partner

By: 

/s/ Kevin G. Levy

Name: Kevin G. Levy
Title: Vice President

OHVF MGP I, LLC

By: 

/s/ Kevin G. Levy

Name: Kevin G. Levy
Title: Vice President

FW INVESTORS V, L.P.

By: FW Management II, LLC, its general partner

By: 

/s/ Kevin G. Levy

Name: Kevin G. Levy
Title: President

FW MANAGEMENT II, LLC

By: 

/s/ Kevin G. Levy

Name: Kevin G. Levy
Title: President

FW GROUP GENPAR, INC.

By: 

/s/ Kevin G. Levy

Name: Kevin G. Levy
Title: Vice President

/s/ Kevin G. Levy

KEVIN G. LEVY
Attorney-in-Fact for:
ROBERT M. BASS ⁽¹⁾

(1)

A Power of Attorney authorizing Kevin G. Levy, et al., to act on behalf of Robert M. Bass previously has been filed with the Securities and Exchange Commission.

CAPITAL PARTNERSHIP

By: Margaret Lee Bass 1980 Trust, Managing Partner

By: Panther City Investment Company, Trustee

By: 

/s/ Kevin G. Levy

Name: Kevin G. Levy
Title: Vice President

GROUP III 31, LLC

By: 

/s/ Kevin G. Levy

Name: Kevin G. Levy
Title: Vice President

/s/ David G. Brown

DAVID G. BROWN

/s/ David G. Brown

DAVID G. BROWN

/s/ Mark A. Wolfson

MARK A. WOLFSON

/s/ Kevin G. Levy

KEVIN G. LEVY
Attorney-in-Fact for:
J. TAYLOR CRANDALL (2)

(2)

A Power of Attorney authorizing Kevin G. Levy, et al., to act on behalf of J. Taylor Crandall previously has been filed with the Securities and Exchange Commission.

WOODSIDE PARTNERS, L.P.

By: Tonandowah, L.L.C., its general partner

By: 

/s/ John H. Fant

Name: John H. Fant
Title: Vice President

TONANDOWAH, L.L.C.

By: 

/s/ John H. Fant

Name: John H. Fant
Title: Trustee of the Caroline Jean Crandall 1998 Trust, sole member of Tonandowah, L.L.C.