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<B><P ALIGN="RIGHT">Filing Pursuant to Rule 424(b)(3) and (c)<br>
Registration Statement No. 333-32928</P>
<P ALIGN="CENTER">PROSPECTUS SUPPLEMENT No.1</P>
<P ALIGN="CENTER">(TO PROSPECTUS DATED MAY 12, 2000)</P>
<P ALIGN="CENTER">637,549 Shares</P>

<P ALIGN="CENTER"><IMG SRC="logo.gif"></P>
<P ALIGN="CENTER">8X8, INC.</P>
<P ALIGN="CENTER">COMMON STOCK</P>
</B><P ALIGN="CENTER">___________________________</P>
<P ALIGN="JUSTIFY">This Prospectus Supplement No. 1 supplements, and in some
instances supercedes, information contained in that certain Prospectus, dated
May 12, 2000 (the &quot;Prospectus&quot;), relating to the offer and sale by
certain selling stockholders of up to 1,378,119 shares of 8x8, Inc.'s (the
&quot;Company&quot;, &quot;we&quot; or &quot;us&quot;) common stock.  This
Prospectus Supplement No. 1 is not complete without, and may not be delivered or
utilized except in connection with, the Prospectus, including any amendments or
supplements thereto.  You should read this Prospectus Supplement No. 1 and the
accompanying Prospectus carefully before you invest.  Both documents contain
information you should consider when making your investment decision.</P>
<B><P>RISK FACTORS</P>
</B><I><P ALIGN="JUSTIFY">The Risk Factors set forth below supercede the
information contained in the Prospectus under the heading &quot;Risk
Factors.&quot;</P>
<P ALIGN="JUSTIFY">Before you invest in our common stock, you should become
aware of various risks, including those described below. You should carefully
consider these risk factors, together with all of the other information included
in this Prospectus, including the documents incorporated in this Prospectus by
reference, before you decide whether to purchase shares of our common stock. The
risks set out below may not be exhaustive</I>.</P>
<B><P ALIGN="JUSTIFY">We may need to raise additional capital to support our
growth, and failure to do so in a timely manner may cause us to delay our plans
for growth or cause us to implement additional cost reduction strategies</P>
</B><P ALIGN="JUSTIFY">As of September 30, 2001, we had approximately $19.0
million in cash and cash equivalents. We believe that our current cash and cash
equivalents, and cash generated from operations, if any, will satisfy our
expected working capital and capital expenditure requirements through at least
the next twelve months. We may, however, need additional working capital shortly
thereafter. Accordingly, we may seek additional financing at some point during
the next twelve months in order to meet our cash requirements in fiscal 2003. We
may also seek to explore business opportunities, including acquiring or
investing in complementary businesses or products that will require additional
capital from equity or debt sources. Additionally, the development and marketing
of new products could require a significant commitment of resources, which could
in turn require us to obtain additional financing earlier than otherwise
expected. We may not be able to obtain additional financing as needed on
acceptable terms, or at all, which may require us to further reduce our
operating costs and other expenditures, including additional reductions of
personnel and suspension of salary increases and capital expenditures.
Alternatively, or in addition to such potential measures, we may elect to
implement other cost reduction actions as we may determine are necessary and in
our best interests, including the possible sale or cessation of certain of our
business segments. Any such actions undertaken might limit our opportunities to
realize plans for revenue growth and we might not be able to reduce our costs in
amounts sufficient to achieve break-even or profitable operations. If we issue
additional equity or convertible debt securities to raise funds, the ownership
percentage of our existing stockholders would be reduced. New investors may
demand rights, preferences or privileges senior to those of existing holders of
our common stock.</P>
<B><P ALIGN="JUSTIFY">We have a history of losses and we are uncertain as to our
future profitability</P>
</B><P ALIGN="JUSTIFY">We recorded an operating loss of approximately $6.2
million in the six months ended September 30, 2001 and we ended the period with
an accumulated deficit of $134.6 million. In addition, we recorded operating
losses of $74.5 million and $27.1 million for the fiscal years ended March 31,
2001 and 2000, respectively. We expect that the Company will continue to incur
operating losses for the foreseeable future, and such losses may be substantial.
We will need to generate significant revenue growth to achieve profitability.
Given our history of fluctuating revenues and operating losses, we cannot be
certain that we will be able to achieve profitability on either a quarterly or
annual basis.</P>
<B><P ALIGN="JUSTIFY">If we fail to meet the continued listing requirements of the
Nasdaq National Market, our common stock could be delisted resulting in a
decline in the liquidity of our common stock </P></B>
<P ALIGN="JUSTIFY">Our common stock is listed on the Nasdaq National Market. The
Nasdaq Stock Market's Marketplace Rules impose requirements for companies listed
on the Nasdaq National Market to maintain their listing status, including
minimum bid price and net tangible assets or stockholders' equity requirements.
The Nasdaq Stock Market has recently implemented a moratorium that suspends the
minimum bid and public float requirements for continued listing on the Nasdaq
National Market; however, the moratorium will expire on January 2, 2002. Our
common stock has traded at levels lower than the minimum bid price threshold of
$1.00 on several occasions recently.  If our minimum bid price does not rise
above the threshold we could face delisting. Delisting could reduce the ability
of our shareholders to purchase or sell shares as quickly and as inexpensively
as they have done historically. For instance, failure to obtain listing on
another market or exchange may make it more difficult for traders to sell our
securities. Broker-dealers may be less willing or able to sell or make a market
in our common stock. Not maintaining a listing on a major stock market may:</P>

<UL>
<P ALIGN="JUSTIFY"><LI>result in a decrease in the trading price of our common
stock due to a decrease in liquidity;</LI></P>
<P ALIGN="JUSTIFY"><LI>lessen interest by institutions and individuals in
investing in our common stock; </LI></P>
<P ALIGN="JUSTIFY"><LI>make it more difficult to obtain analyst coverage;
and</LI></P>
<P ALIGN="JUSTIFY"><LI>make it more difficult for us to raise capital in the
future.</LI></P></UL>

<B><P>&nbsp;</P>
<P>The growth of our business and future profitability depends on future IP
telephony revenue</P>
</B><P ALIGN="JUSTIFY">We believe that our business and future profitability
will be largely dependent on widespread market acceptance of our internet
protocol (IP) telephony technology and products. Our videoconferencing
semiconductor business has not provided, nor is it expected to provide,
sufficient revenues to profitably operate our business. To date, we have not
generated significant revenue from the sale of our IP telephony products. If we
are not able to generate significant revenues selling into the IP telephony
market, our business and operating results would be seriously harmed.</P>
<P ALIGN="JUSTIFY">Success of our IP telephony product strategy assumes that
there will be future demand for IP telephony systems and services. In order for
the IP telephony market to continue to grow, several things need to occur.
Telephone service providers must continue to invest in the deployment of high
speed broadband networks to residential and commercial customers. IP networks
must improve quality of service for real-time communications, managing effects
such as packet jitter, packet loss, and unreliable bandwidth, so that toll-
quality service can be provided. IP telephony equipment must achieve the 99.999%
reliability that users of the public switched telephone network (PSTN) have come
to expect from their telephone service. IP telephony service providers must
offer cost and feature benefits to their customers that are sufficient to cause
the customers to switch away from traditional telephony service providers. If
any or all of these factors fail to occur, our business may not grow. </P>
<B><P ALIGN="JUSTIFY">Our future operating results may not follow past or
expected trends due to many factors and any of these could cause our stock price
to fall</P>
</B><P ALIGN="JUSTIFY">Our historical operating results have fluctuated
significantly and will likely continue to fluctuate in the future, and a decline
in our operating results could cause our stock price to fall. On an annual and a
quarterly basis, there are a number of factors that may affect our operating
results, many of which are outside our control. These include, but are not
limited to:</P>

<UL>
<P ALIGN="JUSTIFY"><LI>changes in market demand;</LI></P>
<P ALIGN="JUSTIFY"><LI>the timing of customer orders;</LI></P>
<P ALIGN="JUSTIFY"><LI>competitive market conditions;</LI></P>
<P ALIGN="JUSTIFY"><LI>lengthy sales cycles and/or regulatory approval
cycles;</LI></P>
<P ALIGN="JUSTIFY"><LI>new product introductions by us or our
competitors;</LI></P>
<P ALIGN="JUSTIFY"><LI>market acceptance of new or existing products;</LI></P>
<P ALIGN="JUSTIFY"><LI>the cost and availability of components;</LI></P>
<P ALIGN="JUSTIFY"><LI>the mix of our customer base and sales channels;</LI></P>
<P ALIGN="JUSTIFY"><LI>the mix of products sold;</LI></P>
<P ALIGN="JUSTIFY"><LI>the management of inventory;</LI></P>
<P ALIGN="JUSTIFY"><LI>the level of international sales;</LI></P>
<P ALIGN="JUSTIFY"><LI>continued compliance with industry standards;
and</LI></P>
<P ALIGN="JUSTIFY"><LI>general economic conditions.</LI></P></UL>

<P ALIGN="JUSTIFY">Our gross margin is affected by a number of factors
including, product mix, the recognition of license and other revenues for which
there may be little or no corresponding cost of revenues, product pricing, the
allocation between international and domestic sales, the percentage of direct
sales and sales to resellers, and manufacturing and component costs. The markets
for our products are characterized by falling average selling prices. We expect
that, as a result of competitive pressures and other factors, gross profit as a
percentage of revenue for our videoconferencing semiconductor products will
continue to decrease for the foreseeable future. Average selling prices (ASPs)
realized to date for our IP telephony semiconductors have been lower than those
historically attained for our videoconferencing semiconductor products resulting
in lower gross margins. In the likely event that we encounter significant price
competition in the markets for our products, we could be at a significant
disadvantage compared to our competitors, many of whom have substantially
greater resources, and therefore may be better able to withstand an extended
period of downward pricing pressure. </P>
<P ALIGN="JUSTIFY">Variations in timing of sales may cause significant
fluctuations in future operating results. In addition, because a significant
portion of our business may be derived from orders placed by a limited number of
large customers, including OEM customers, the timing of such orders can also
cause significant fluctuations in our operating results. Anticipated orders from
customers may fail to materialize. Delivery schedules may be deferred or
canceled for a number of reasons, including changes in specific customer
requirements or international economic conditions. The adverse impact of a
shortfall in our revenues may be magnified by our inability to adjust spending
to compensate for such shortfall. Announcements by our competitors or us of new
products and technologies could cause customers to defer purchases of our
existing products, which would also have a material adverse effect on our
business and operating results. As a result of these and other factors, it is
likely that in some or all future periods our operating results will be below
the expectations of securities analysts or investors, which would likely result
in a significant reduction in the market price of our common stock.</P>
<B><P>We may not be able to manage our inventory levels effectively, which may
lead to inventory obsolescence that would force us to lower our prices</P>
</B><P ALIGN="JUSTIFY">Our products have lead times of up to several months, and
are built to forecasts that are necessarily imprecise. Because of our practice
of building our products to necessarily imprecise forecasts, it is likely that,
from time to time, we will have either excess or insufficient product inventory.
Excess inventory levels would subject us to the risk of inventory obsolescence
and the risk that our selling prices may drop below our inventory costs, while
insufficient levels of inventory may negatively affect relations with customers.
Any of these factors could have a material adverse effect on our business,
operating results, and financial condition.</P>
<B><P>We depend on purchase orders from key customers and failure to receive
significant purchase orders in the future would cause a decline in our operating
results</P>
</B><P ALIGN="JUSTIFY">Historically, a significant portion of our sales has been
to relatively few customers, although the composition of these customers has
varied. Revenues from our ten largest customers for the quarters ended September
30, 2001 and 2000, respectively, accounted for approximately 86% and 51% of
total revenues.  Revenues from our ten largest customers for the fiscal years
ended March 31, 2001 and 2000 accounted for approximately 48% and 35%,
respectively, of total revenues. Substantially all of our product sales have
been made, and are expected to continue to be made, on a purchase order basis.
None of our customers has entered into a long-term agreement requiring it to
purchase our products. In the future, we will need to gain purchase orders for
our products to earn additional revenue. Further, substantially all of our
license and other revenues are nonrecurring. </P>
<B><P>The IP telephony market is subject to rapid technological change and we
depend on new product introduction in order to maintain and grow our
business</P>
</B><P ALIGN="JUSTIFY">IP telephony is an emerging market that is characterized
by rapid changes in customer requirements, frequent introductions of new and
enhanced products, and continuing and rapid technological advancement. To
compete successfully in this emerging market, we must continue to design,
develop, manufacture, and sell new and enhanced semiconductor and IP telephony
software products and services that provide increasingly higher levels of
performance and reliability at lower cost. These new and enhanced products must
take advantage of technological advancements and changes, and respond to new
customer requirements. Our success in designing, developing, manufacturing, and
selling such products and services will depend on a variety of factors,
including:</P>

<UL>
<P ALIGN="JUSTIFY"><LI>the identification of market demand for new
products;</LI></P>
<P ALIGN="JUSTIFY"><LI>product and feature selection;</LI></P>
<P ALIGN="JUSTIFY"><LI>timely implementation of product design and
development;</LI></P>
<P ALIGN="JUSTIFY"><LI>product performance;</LI></P>
<P ALIGN="JUSTIFY"><LI>cost-effectiveness of products under
development;</LI></P>
<P ALIGN="JUSTIFY"><LI>effective manufacturing processes; and</LI></P>
<P ALIGN="JUSTIFY"><LI>success of promotional efforts.</LI></P></UL>

<P ALIGN="JUSTIFY">Additionally, we may also be required to collaborate with
third parties to develop our products and may not be able to do so on a timely
and cost-effective basis, if at all. We have in the past experienced delays in
the development of new products and the enhancement of existing products, and
such delays will likely occur in the future. If we are unable, due to resource
constraints or technological or other reasons, to develop and introduce new or
enhanced products in a timely manner, if such new or enhanced products do not
achieve sufficient market acceptance, or if such new product introductions
decrease demand for existing products, our operating results would decline and
our business would not grow.</P>
<B><P>The long and variable sales and deployment cycles for our IP telephony
software products may cause our revenue and operating results to vary</P>
</B><P ALIGN="JUSTIFY">Our IP telephony software products, including our hosted
iPBX and SCE Product, have lengthy sales cycles, and we may incur substantial
sales and marketing expenses and expend significant management effort without
making a sale. A customer's decision to purchase our products often involves a
significant commitment of its resources and a lengthy product evaluation and
qualification process. In addition, the length of our sales cycles will vary
depending on the type of customer to whom we are selling and the product being
sold. Even after making the decision to purchase our products, our customers may
deploy our products slowly. Timing of deployment can vary widely and will depend
on various factors, including:</P>

<UL>
<P ALIGN="JUSTIFY"><LI>the size of the network deployment;</LI></P>
<P ALIGN="JUSTIFY"><LI>the complexity of our customers' network
environments;</LI></P>
<P ALIGN="JUSTIFY"><LI>our customers' skill sets;</LI></P>
<P ALIGN="JUSTIFY"><LI>the hardware and software configuration and customization
necessary to deploy our products; and</LI></P>
<P ALIGN="JUSTIFY"><LI>our customers' ability to finance their purchase of our
products.</LI></P></UL>

<P ALIGN="JUSTIFY">As a result, it is difficult for us to predict the quarter in
which our customers may purchase our IP telephony software products, and our
revenue and operating results may vary significantly from quarter to
quarter.</P>

<B><P>If our products do not interoperate with our customers' networks, orders
for our products will be delayed or canceled and substantial product returns
could occur, which could harm our business</P>
</B><P ALIGN="JUSTIFY">Many of the potential customers for our hosted iPBX and
unified messaging products have requested that our products be designed to
interoperate with their existing networks, each of which may have different
specifications and use multiple standards. Our customers' networks may contain
multiple generations of products from different vendors that have been added
over time as their networks have grown and evolved. Our products must
interoperate with these products as well as with future products in order to
meet our customers' requirements. In some cases, we may be required to modify
our product designs to achieve a sale, which may result in a longer sales cycle,
increased research and development expense, and reduced operating margins. If
our products do not interoperate with existing equipment or software in our
customers' networks, installations could be delayed, orders for our products
could be canceled or our products could be returned. This could harm our
business, financial condition, and results of operations.</P>
<B><P ALIGN="JUSTIFY">We may have difficulty identifying the source of the
problem when there is a problem in a network</P>
</B><P ALIGN="JUSTIFY">Our hosted iPBX solution must successfully integrate with
products from other vendors, such as traditional telephone systems. As a result,
when problems occur in a network, it may be difficult to identify the source of
the problem. The occurrence of hardware and software errors, whether caused by
our hosted iPBX solution or another vendor's products, may result in the delay
or loss of market acceptance of our products and any necessary revisions may
force us to incur significant expenses. The occurrence of some of these types of
problems may seriously harm our business, financial condition and results of
operations.</P>
<B><P>Intense competition in the markets in which we compete could prevent us
from increasing or sustaining our revenue and prevent us from achieving
profitability</P>
</B><P ALIGN="JUSTIFY">We expect our competitors to continue to improve the
performance of their current products and introduce new products or new
technologies. If our competitors successfully introduce new products or enhance
their existing products, this could reduce the sales or market acceptance of our
products and services, increase price competition or make our products obsolete.
To be competitive, we must continue to invest significant resources in research
and development, sales and marketing, and customer support. We may not have
sufficient resources to make these investments or to make the technological
advances necessary to be competitive, which in turn will cause our business to
suffer.</P>
<P ALIGN="JUSTIFY">In addition, our focus on developing a range of technology
products, including semiconductors and related embedded software, hosted iPBX
solutions, and telecommunication services software, places a significant strain
on our research and development resources. Competitors that focus on one aspect
of technology, such as software or semiconductors, may have a considerable
advantage over us. In addition, many of our current and potential competitors
have longer operating histories, are substantially larger, and have greater
financial, manufacturing, marketing, technical, and other resources. For
example, certain competitors in the market for our semiconductor products
maintain their own semiconductor foundries and may therefore benefit from
certain capacity, cost and technical advantages. Many also have greater name
recognition and a larger installed base of products than us. Competition in our
markets may result in significant price reductions. As a result of their greater
resources, many current and potential competitors may be better able than us to
initiate and withstand significant price competition or downturns in the
economy. There can be no assurance that we will be able to continue to compete
effectively, and any failure to do so would harm our business, operating
results, and financial condition.</P>
<B><P>If we do not develop and maintain successful partnerships for IP telephony
products, we may not be able to successfully market our solutions</P>
</B><P ALIGN="JUSTIFY">We are entering into new market areas and our success is
partly dependent on our ability to forge new marketing and engineering
partnerships. IP telephony communication systems are extremely complex and no
single company possesses all the required technology components needed to build
a complete end to end solution. We will likely need to enter into partnerships
to augment our development programs and to assist us in marketing complete
solutions to our targeted customers. We may not be able to develop such
partnerships in the course of our product development. Even if we do establish
the necessary partnerships, we may not be able to adequately capitalize on these
partnerships to aid in the success of our business.</P>
<B><P>Inability to protect our proprietary technology or our infringement of a
third party's proprietary technology would disrupt our business</P>
</B><P ALIGN="JUSTIFY">We rely in part on trademark, copyright, and trade secret
law to protect our intellectual property in the United States and abroad. We
seek to protect our software, documentation, and other written materials under
trade secret and copyright law, which afford only limited protection. We also
rely in part on patent law to protect our intellectual property in the United
States and internationally. As of the date of this filing we hold forty-seven
(47)<FONT COLOR="#0000ff"> </FONT>United States patents and have a number of
United States and foreign patent applications pending. We cannot predict whether
such pending patent applications will result in issued patents. We may not be
able to protect our proprietary rights in the United States or internationally
(where effective intellectual property protection may be unavailable or
limited), and competitors may independently develop technologies that are
similar or superior to our technology, duplicate our technology or design around
any patent of ours. We have in the past licensed and in the future expect to
continue licensing our technology to others; many of whom are located or may be
located abroad. There are no assurances that such licensees will protect our
technology from misappropriation. Moreover, litigation may be necessary in the
future to enforce our intellectual property rights, to determine the validity
and scope of the proprietary rights of others, or to defend against claims of
infringement or invalidity. Such litigation could result in substantial costs
and diversion of management time and resources and could have a material adverse
effect on our business, financial condition, liquidity and operating results.
Any settlement or adverse determination in such litigation would also subject us
to significant liability.</P>
<P ALIGN="JUSTIFY">There has been substantial litigation in the semiconductor,
electronics, and related industries regarding intellectual property rights, and
from time to time third parties may claim infringement by us of their
intellectual property rights. Our broad range of technology, including systems,
digital and analog circuits, software, and semiconductors, increases the
likelihood that third parties may claim infringement by us of their intellectual
property rights. If we were found to be infringing on the intellectual property
rights of any third party, we could be subject to liabilities for such
infringement, which could be material. We could also be required to refrain from
using, manufacturing or selling certain products or using certain processes,
either of which could have a material adverse effect on our business and
operating results. From time to time, we have received, and may continue to
receive in the future, notices of claims of infringement, misappropriation or
misuse of other parties' proprietary rights. There can be no assurance that we
will prevail in these discussions and actions or that other actions alleging
infringement by the Company of third-party patents will not be asserted or
prosecuted against the Company.</P>
<P ALIGN="JUSTIFY">We rely on certain technology, including hardware and
software licensed from third parties. The loss of, or inability to maintain,
existing licenses could have a material adverse effect on our business and
operating results. In addition, we may be required to license technology from
third parties in the future to develop new products or product enhancements.
Third-party licenses may not be available to us on commercially reasonable
terms, if at all. Our inability to obtain third-party licenses required to
develop new products and product enhancements could require us to obtain
substitute technology of lower quality or performance standards or at a greater
cost, any of which could seriously harm our business, financial condition and
operating results.</P>
<B><P>Continued reductions in levels of capital investment by telecommunication
service providers might impact our ability to increase revenue and prevent us
from achieving profitability</P>
</B><P ALIGN="JUSTIFY">The market for the services provided by telecommunication
service providers who compete against traditional telephone companies has only
begun to emerge, and many of these service providers are still building their
infrastructure and rolling out their services. These telecommunication service
providers require substantial capital for the development, construction, and
expansion of their networks and the introduction of their services. Financing
may not be available to emerging telecommunication service providers on
favorable terms, if at all. The inability of our current or potential emerging
telecommunication service provider customers to acquire and keep customers, to
successfully raise needed funds, or to respond to any other trends such as price
reductions for their services or diminished demand for telecommunication
services generally, could adversely affect their operating results or cause them
to reduce their capital spending programs. If our current or potential customers
are forced to defer or curtail their capital spending programs, sales of our
hosted iPBX and SCE Product to those telecommunication service providers may be
adversely affected, which would negatively impact our business, financial
condition, and results of operations. In addition, many of the industries in
which telecommunication service providers operate have recently experienced
consolidation. The loss of one or more of our current or potential
telecommunication service provider customers, through industry consolidation or
otherwise, could reduce or eliminate our sales to such a customer and
consequently harm our business, financial condition, and results of
operations.</P>
<B><P>The failure of IP networks to meet the reliability and quality standards
required for voice communications could render our products obsolete</P>
</B><P ALIGN="JUSTIFY">Circuit-switched telephony networks feature very high
reliability, with a guaranteed quality of service. The common standard for
reliability of carrier-grade real-time voice communications is 99.999%, meaning
that the network can be down for only a few minutes per year. In addition, such
networks have imperceptible delay and consistently satisfactory audio quality.
Emerging broadband IP networks, such as LANs, WANs, and the Internet, or
emerging last mile technologies such as cable, DSL, and wireless local loop, may
not be used for telephony unless such networks and technologies can provide
reliability and quality consistent with these standards.</P>
<B><P>Our products must comply with industry standards and FCC regulations, and
changes may require us to modify existing products</P>
</B><P ALIGN="JUSTIFY">In addition to reliability and quality standards, the
market acceptance of telephony over broadband IP networks is dependent upon the
adoption of industry standards so that products from multiple manufacturers are
able to communicate with each other. IP telephony products rely heavily on
standards such as H.323, SIP, MGCP and Megaco to interoperate with other
vendors' equipment. There is currently a lack of agreement among industry
leaders about which standard should be used for a particular application, and
about the definition of the standards themselves. We also must comply with
certain rules and regulations of the Federal Communications Commission (FCC)
regarding electromagnetic radiation and safety standards established by
Underwriters Laboratories as well as similar regulations and standards
applicable in other countries. Standards are continuously being modified and
replaced. As standards evolve, we may be required to modify our existing
products or develop and support new versions of our products. The failure of our
products to comply, or delays in compliance, with various existing and evolving
industry standards could delay or interrupt volume production of our IP
telephony products, which would have a material adverse effect on our business,
financial condition and operating results.</P>
<B><P ALIGN="JUSTIFY">Future regulation or legislation of the Internet could
restrict our business or increase our cost of doing business</P>
</B><P ALIGN="JUSTIFY">At present there are few laws or regulations that
specifically address access to or commerce on the Internet, including IP
telephony. We are unable to predict the impact, if any, that future legislation,
legal decisions or regulations concerning the Internet may have on our business,
financial condition, and results of operations. Regulation may be targeted
towards, among other things, assessing access or settlement charges, imposing
tariffs or imposing regulations based on encryption concerns or the
characteristics and quality of products and services, any of which could
restrict our business or increase our cost of doing business. The increasing
growth of the broadband IP telephony market and popularity of broadband IP
telephony products and services heighten the risk that governments will seek to
regulate broadband IP telephony and the Internet. In addition, large,
established telecommunication companies may devote substantial lobbying efforts
to influence the regulation of the broadband IP telephony market, which may be
contrary to our interests.</P>
<B><P>We may transition to smaller geometry process technologies and higher
levels of design integration, which could disrupt our business</P>
</B><P ALIGN="JUSTIFY">We continuously evaluate the benefits, on an integrated
circuit, product-by-product basis, of migrating to smaller geometry process
technologies in order to reduce costs related to the development and production
of our semiconductors. We believe that the transition of our products to
increasingly smaller geometries will be important for us to remain competitive.
We have in the past experienced difficulty in migrating to new manufacturing
processes, which has resulted and could continue to result in reduced yields,
delays in product deliveries, and increased expense levels. Moreover, we are
dependent on relationships with our foundries and their partners to migrate to
smaller geometry processes successfully. If any such transition is substantially
delayed or inefficiently implemented, we may experience delays in product
introductions and incur increased expenses. As smaller geometry processes become
more prevalent, we expect to integrate greater levels of functionality, as well
as customer and third party intellectual property, into our products. We cannot
predict whether higher levels of design integration or the use of third-party
intellectual property will adversely affect our ability to deliver new
integrated products on a timely basis, or at all.</P>
<B><P ALIGN="JUSTIFY">We depend on subcontracted manufacturers to manufacture
substantially all of our products, and any delay or interruption in
manufacturing by these contract manufacturers would result in delayed or reduced
shipments to our customers and may harm our business </P>
</B><P ALIGN="JUSTIFY">We outsource the manufacturing of our semiconductor
products to independent foundries. Our primary semiconductor manufacturer is
Taiwan Semiconductor Manufacturing Corporation (TSMC). While TSMC has been a
valuable and capable supplier, there are no assurances or supply contracts
guaranteeing that they will continue to supply us with our required wafer
supply. Furthermore, Taiwan is always subject to geological or geopolitical
disturbances that could instantly cut off such supply. We also rely on other
third party manufacturers for packaging and testing of our semiconductors. </P>
<P ALIGN="JUSTIFY">We do not have long-term purchase agreements with our
subcontract manufacturers or our component suppliers. There can be no assurance
that our subcontract manufacturers will be able or willing to reliably
manufacture our products, in volumes, on a cost effective basis or in a timely
manner. For our semiconductor products, the time to port our technology to
another foundry, the time to qualify the new versions of product, and the cost
of this effort as well as the tooling associated with wafer production would
have a material adverse effect on our business, operating results, and financial
condition.</P>
<B><P>If we discover product defects, we may have product-related liabilities
which may cause us to lose revenues or delay market acceptance of our
products</P>
</B><P ALIGN="JUSTIFY">Products as complex as those we offer frequently contain
errors, defects, and functional limitations when first introduced or as new
versions are released. We have in the past experienced such errors, defects or
functional limitations. We sell products into markets that are extremely
demanding of robust, reliable, fully functional products. Therefore, delivery of
products with production defects or reliability, quality or compatibility
problems could significantly delay or hinder market acceptance of such products,
which could damage our credibility with our customers and adversely affect our
ability to retain our existing customers and to attract new customers. Moreover,
such errors, defects or functional limitations could cause problems,
interruptions, delays or a cessation of sales to our customers. Alleviating such
problems may require significant expenditures of capital and resources by us.
Despite our testing, our suppliers or our customers may find errors, defects or
functional limitations in new products after commencement of commercial
production. This could result in additional development costs, loss of, or
delays in, market acceptance, diversion of technical and other resources from
our other development efforts, product repair or replacement costs, claims by
our customers or others against us, or the loss of credibility with our current
and prospective customers.</P>
<B><P ALIGN="JUSTIFY">We have significant international operations, which
subject us to risks that could cause our operating results to decline</P>
</B><P ALIGN="JUSTIFY">Sales to customers outside of North America during the
three and six month periods ended September 30, 2001 were 60% and 62%,
respectively.  The table below shows the percentage of total revenue received
from customers in the different regions:</P>
<TABLE BORDER CELLSPACING=2 BORDERCOLOR="#c0c0c0" CELLPADDING=7 WIDTH=642>
<TR><TD WIDTH="28%" VALIGN="TOP" HEIGHT=43>

<P>&nbsp;</TD>
<TD WIDTH="36%" VALIGN="MIDDLE" COLSPAN=2 HEIGHT=43>
<B><FONT SIZE=2><P ALIGN="CENTER">Three Months Ended
September 30,</B></FONT></TD>
<TD WIDTH="36%" VALIGN="MIDDLE" COLSPAN=2 HEIGHT=43>
<B><FONT SIZE=2><P ALIGN="CENTER">Six Months Ended
September 30,</B></FONT></TD>
</TR>
<TR><TD WIDTH="28%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=24>
<B><FONT SIZE=2><P ALIGN="CENTER">2001</B></FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=24>
<B><FONT SIZE=2><P ALIGN="CENTER">2000</B></FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=24>
<B><FONT SIZE=2><P ALIGN="CENTER">2001</B></FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=24>
<B><FONT SIZE=2><P ALIGN="CENTER">2000</B></FONT></TD>
</TR>
<TR><TD WIDTH="28%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P>North America</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">40%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">62%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">38%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">45%</FONT></TD>
</TR>
<TR><TD WIDTH="28%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P>Europe</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">21%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">15%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">21%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">25%</FONT></TD>
</TR>
<TR><TD WIDTH="28%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P>Taiwan</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">17%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">5%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">17%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">14%</FONT></TD>
</TR>
<TR><TD WIDTH="28%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P>Other Asia Pacific</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">22%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">18%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">24%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=20>
<FONT SIZE=2><P ALIGN="CENTER">16%</FONT></TD>
</TR>
<TR><TD WIDTH="28%" VALIGN="TOP" HEIGHT=21><P></P></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=21>
<FONT SIZE=2><P ALIGN="CENTER">100%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=21>
<FONT SIZE=2><P ALIGN="CENTER">100%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=21>
<FONT SIZE=2><P ALIGN="CENTER">100%</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE" HEIGHT=21>
<FONT SIZE=2><P ALIGN="CENTER">100%</FONT></TD>
</TR>
</TABLE>

<P ALIGN="JUSTIFY">substantially all of our current semiconductor and
system-level products are, and substantially all of our future products will be,
manufactured, assembled, and tested by independent third parties in foreign
countries. International sales and manufacturing are subject to a number of
risks, including general economic conditions in regions such as Asia, changes in
foreign government regulations and telecommunication standards, export license
requirements, tariffs and taxes, other trade barriers, fluctuations in currency
exchange rates, difficulty in collecting accounts receivable, and difficulty in
staffing and managing foreign operations. We are also subject to geopolitical
risks, such as political, social, and economic instability, potential
hostilities, and changes in diplomatic and trade relationships, in connection
with our international operations. A significant decline in demand from foreign
markets could have a material adverse effect on our business, operating results,
and financial condition.</P>
<B><P ALIGN="JUSTIFY">We need to retain key personnel to support our products
and ongoing operations</P>
</B><P ALIGN="JUSTIFY">The development and marketing of our IP telephony
products will continue to place a significant strain on our limited personnel,
management, and other resources. While the pace of economic growth in the San
Francisco Bay Area (where our corporate headquarters are located) has slowed in
recent months, competition for highly skilled engineering, sales, marketing, and
support personnel has remained strong. Any failure to retain qualified personnel
could adversely affect our financial results and impair our growth. We currently
do not maintain key person life insurance policies on any of our employees.</P>
<B><P>Our stock price has been highly volatile</P>
</B><P ALIGN="JUSTIFY">The market price of the shares of our common stock has
been and is likely to be highly volatile. It may be significantly affected by
factors such as: </P>

<UL>
<P ALIGN="JUSTIFY"><LI>actual or anticipated fluctuations in our operating
results;</LI></P>
<P ALIGN="JUSTIFY"><LI>announcements of technical innovations;</LI></P>
<P ALIGN="JUSTIFY"><LI>loss of key personnel;</LI></P>
<P ALIGN="JUSTIFY"><LI>new products or new contracts by us, our competitors or
their customers; and</LI></P></UL>


<UL>
<P ALIGN="JUSTIFY"><LI>developments with respect to patents or proprietary
rights, general market conditions, changes in financial estimates by securities
analysts, and other factors which could be unrelated to, or outside our
control.</LI></P></UL>

<P ALIGN="JUSTIFY">The stock market has from time to time experienced
significant price and volume fluctuations that have particularly affected the
market prices for the common stocks of technology companies and that have often
been unrelated to the operating performance of particular companies. These broad
market fluctuations may adversely affect the market price of our common stock.
In the past, following periods of volatility in the market price of a company's
securities, securities class action litigation has often been initiated against
the issuing company. If our stock price is volatile, we may also be subject to
such litigation. Such litigation could result in substantial costs and a
diversion of management's attention and resources, which would disrupt business
and could cause a decline in our operating results. Any settlement or adverse
determination in such litigation would also subject us to significant
liability.</P>
<B><P>The location of our headquarters facility subjects us to the risk of
earthquakes</P>
</B><P ALIGN="JUSTIFY">Our corporate headquarters is located in the San
Francisco Bay area of Northern California, a region known for seismic activity.
A significant natural disaster, such as an earthquake, could have a material
adverse impact on our business, operating results, and financial condition.</P>
<B><P ALIGN="JUSTIFY">We may face interruption of production and services due to
increased security measures in response to recent and potential future terrorist
activities</P>
</B><P ALIGN="JUSTIFY">Our business depends on the free flow of products and
services through the channels of commerce.  Recently, in response to terrorists'
activities and threats aimed at the United States, transportation, mail,
financial and other services have been slowed or stopped altogether.  Further
delays or stoppages in transportation, mail, financial or other services,
particularly any such delays or stoppages which harm our ability to obtain an
adequate supply of wafers and products from our independent foundries, could
harm our business, results of operations and financial condition.  Furthermore,
we may experience an increase in operating costs, such as costs for
transportation, insurance and security as a result of the activities and
potential activities.  We may also experience delays in receiving payments from
customers that have been affected by the terrorist activities and potential
activities.  The United States economy in general is being adversely affected by
terrorist activities and potential terrorist activities.  Any economic downturn
could adversely impact our results of operations, impair our ability to raise
capital or otherwise adversely affect our ability to grow our business.
Moreover, we cannot determine whether other attacks may occur in the future and
the effects of such attacks on our business.</P>
<B><P ALIGN="JUSTIFY">If we fail to obtain or maintain effectiveness of a
registration statement for the resale of 1,000,000 shares of our common stock
issued in connection with the redemption of our outstanding convertible debt we
may be forced to pay a cash penalty or redeem all or a portion of the shares
being registered causing our business to suffer</P>
</B><P ALIGN="JUSTIFY">Under the terms of a registration rights agreement we
entered into in connection with the redemption of our outstanding convertible
debt we agreed to register the shares for resale by the former note holders.  If
we fail to obtain or maintain effectiveness of the registration statement
covering the resale of 1,000,000 shares of common stock, we may be required to
pay a cash penalty and may be required to redeem all or a portion of the shares
of common stock to be registered.  Under the agreement the redemption price
would be the higher of $0.898 or the market price of our common stock at the
time of the redemption.  If we are required to pay a cash penalty or to redeem
any of the shares, this will deplete our cash reserves, which may cause harm to
our business, results of operations and financial condition.</P>
<B><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">DESCRIPTION OF NOTES AND WARRANTS</P>
</B><I><P ALIGN="JUSTIFY">The Description of Notes and Warrants set forth below
supercedes the information contained in the Prospectus under the heading
&quot;Description of Notes and Warrants.&quot;</P>
</I><P ALIGN="JUSTIFY">In December 1999, 8x8, Inc. (the &quot;Company&quot;,
&quot;we&quot; or &quot;us&quot;) issued $7.5 million of 4% Series A and Series
B convertible subordinated notes (the  &quot;Notes&quot;) and warrants to
purchase shares of common stock.  Recently, in connection with the Redemption
and Exchange Agreement dated as of December 13, 2001, by and among the Company
and the investors listed therein (the &quot;Investors&quot;), the Company
redeemed the Notes.  The aggregate redemption price of the Notes was $4,500,000
in cash and the issuance by the Company of an aggregate of 1,000,000 shares of
Common Stock.  In further consideration for the redemption of the Notes, the
Company and the Investors amended the terms of the warrants each Investor
received in connection with the issuance of the Notes to decrease the exercise
price of the warrants.</P>
<P ALIGN="JUSTIFY">The amended exercise price of the warrants is equal to
$0.898, the average closing bid price of the Common Stock on each of the five
consecutive trading days immediately preceding the closing on December 17,
2001.</P>
<P ALIGN="JUSTIFY">We may issue an aggregate of up to 637,549 shares of common
stock to certain holders of the warrants pursuant to the terms of the
warrants.</P>
<B><P ALIGN="JUSTIFY">SELLING STOCKHOLDERS</P>
</B><P ALIGN="JUSTIFY">The following table of selling stockholders, as reflected
in the prospectus, is hereby revised to reflect the appropriate allocation of
shares underlying the warrants owned by Fisher Capital Ltd. and Wingate Capital
Ltd.  To prevent dilution to the selling stockholders, the following numbers may
change because of stock splits, stock dividends or similar events involving our
common stock.  All information concerning beneficial ownership has been
furnished by the selling stockholders as of December 17, 2001.</P>
<TABLE CELLSPACING=0 BORDER CELLPADDING=7 WIDTH=648>
<TR><TD WIDTH="32%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="25%" VALIGN="BOTTOM" ROWSPAN=2>
<B><FONT SIZE=2><P ALIGN="CENTER">Number of Shares Beneficially Owned Prior to
the Offering </B></FONT></TD>
<TD WIDTH="14%" VALIGN="BOTTOM" ROWSPAN=2>
<B><FONT SIZE=2><P ALIGN="CENTER">Number of Shares Being Offered</B></FONT></TD>
<TD WIDTH="29%" VALIGN="BOTTOM" COLSPAN=2>
<B><FONT SIZE=2><P ALIGN="CENTER">Number of Shares Beneficially Owned After the
Offering </B></FONT></TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="BOTTOM" HEIGHT=19>
<B><FONT SIZE=2><P ALIGN="CENTER">Name</B></FONT></TD>
<TD WIDTH="14%" VALIGN="BOTTOM" HEIGHT=19>
<B><FONT SIZE=2><P ALIGN="CENTER">Number</B></FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM" HEIGHT=19>
<B><FONT SIZE=2><P ALIGN="CENTER">Percent (4)</B></FONT></TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="MIDDLE" HEIGHT=23>
<FONT SIZE=2><P>Fisher Capital Ltd. (1)(3)</FONT></TD>
<TD WIDTH="25%" VALIGN="MIDDLE" HEIGHT=23>
<FONT SIZE=2><P ALIGN="CENTER">1,015,280</FONT></TD>
<TD WIDTH="14%" VALIGN="MIDDLE" HEIGHT=23>
<FONT SIZE=2><P ALIGN="CENTER">395,280</FONT></TD>
<TD WIDTH="14%" VALIGN="MIDDLE" HEIGHT=23>
<FONT SIZE=2><P ALIGN="CENTER">620,000</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE" HEIGHT=23>
<FONT SIZE=2><P ALIGN="CENTER">2.2%</FONT></TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="MIDDLE" HEIGHT=24>
<FONT SIZE=2><P>Wingate Capital Ltd. (2)(3)</FONT></TD>
<TD WIDTH="25%" VALIGN="MIDDLE" HEIGHT=24>
<FONT SIZE=2><P ALIGN="CENTER">622,269</FONT></TD>
<TD WIDTH="14%" VALIGN="MIDDLE" HEIGHT=24>
<FONT SIZE=2><P ALIGN="CENTER">242,269</FONT></TD>
<TD WIDTH="14%" VALIGN="MIDDLE" HEIGHT=24>
<FONT SIZE=2><P ALIGN="CENTER">380,000</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE" HEIGHT=24>
<FONT SIZE=2><P ALIGN="CENTER">1.3%</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="JUSTIFY">&nbsp;</P>
<OL>

</FONT><P ALIGN="JUSTIFY"><LI>The number of shares beneficially owned includes
395,280 shares issuable upon exercise of the warrants for the purchase of common
stock.  The warrants may not be exercised if after giving effect to such
exercise the holder would have acquired over the sixty day period prior to
exercise and as a result of such exercise, in excess of 10.00% of the
outstanding shares of our common stock following such exercise.</LI></P>
<P ALIGN="JUSTIFY"><LI>The number of shares beneficially owned includes 242,269
shares issuable upon exercise of the warrants for the purchase of common stock.
The warrants may not be exercised if after giving effect to such exercise the
holder would have acquired over the sixty day period prior to exercise and as a
result of such exercise, in excess of 10.00% of the outstanding shares of our
common stock following such exercise.</LI></P>
<P ALIGN="JUSTIFY"><LI>Citadel Limited Partnership is the trading manager of
each of Fisher Capital Ltd. and Wingate Capital Ltd. (collectively, the
&quot;Citadel Entities&quot;) and consequently has voting control and investment
discretion over securities held by the Citadel Entities.  Kenneth C. Griffin
indirectly controls Citadel Limited Partnership.  The ownership information for
each of the Citadel Entities does not include the ownership information for the
other Citadel Entities.  Citadel Limited Partnership, Mr. Griffin and each of
the Citadel Entities disclaims beneficial ownership of the shares held by the
other Citadel Entities.</LI></P>
<P ALIGN="JUSTIFY"><LI>Based on 27,894,280 shares of common stock outstanding as
of December 17, 2001.</LI></P></OL>

<B><P ALIGN="JUSTIFY">GENERAL</P>
</B><P ALIGN="JUSTIFY">You should rely only on the information provided or
incorporated by reference in this prospectus supplement and the accompanying
prospectus.  We have not authorized anyone else to provide you with different
information.  You should not assume that the information in this prospectus
supplement is accurate as of any date other than the date on the front of these
documents.</P>
<P ALIGN="CENTER">___________________________</P><DIR>
<DIR>

<B><P>Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this prospectus.  Any representation to the contrary is a
criminal offense.</P></DIR>
</DIR>

</B><P ALIGN="CENTER">___________________________</P>
<P ALIGN="CENTER">The date of this prospectus supplement is December 19,
2001.</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<TABLE BORDER CELLSPACING=2 BORDERCOLOR="#c0c0c0" CELLPADDING=7 WIDTH=662>
<TR><TD VALIGN="MIDDLE" COLSPAN=2>
<B><P ALIGN="CENTER">TABLE OF CONTENTS</B></TD>
</TR>
<TR><TD WIDTH="86%" VALIGN="TOP" HEIGHT=30><P></P></TD>
<TD WIDTH="14%" VALIGN="MIDDLE" HEIGHT=30>
<B><P ALIGN="CENTER">Page</B></TD>
</TR>
<TR><TD WIDTH="86%" VALIGN="MIDDLE" HEIGHT=24>
<B><P>PROSPECTUS SUPPLEMENT</B></TD>
<TD WIDTH="14%" VALIGN="TOP" HEIGHT=24><P></P></TD>
</TR>
<TR><TD WIDTH="86%" VALIGN="MIDDLE" HEIGHT=20>
<P>Risk Factors</P>
<P ALIGN="CENTER"></TD>
<TD WIDTH="14%" VALIGN="MIDDLE" HEIGHT=20>
<P ALIGN="CENTER">S-1</TD>
</TR>
<TR><TD WIDTH="86%" VALIGN="MIDDLE" HEIGHT=20>
<P>Description of Notes and Warrants</P>
<P ALIGN="CENTER"></TD>
<TD WIDTH="14%" VALIGN="MIDDLE" HEIGHT=20>
<P ALIGN="CENTER">S-14</TD>
</TR>
<TR><TD WIDTH="86%" VALIGN="MIDDLE" HEIGHT=20>
<P>Selling Stockholders</P>
<P ALIGN="CENTER"></TD>
<TD WIDTH="14%" VALIGN="MIDDLE" HEIGHT=20>
<P ALIGN="CENTER">S-14</TD>
</TR>
<TR><TD WIDTH="86%" VALIGN="TOP" HEIGHT=20>
<P>General</P>
<P ALIGN="CENTER"></TD>
<TD WIDTH="14%" VALIGN="TOP" HEIGHT=20>
<P ALIGN="CENTER">S-15</TD>
</TR>
<TR><TD WIDTH="86%" VALIGN="MIDDLE" HEIGHT=24>
<B><P>PROSPECTUS</P>
</B><P ALIGN="CENTER"></TD>
<TD WIDTH="14%" VALIGN="TOP" HEIGHT=24><P></P></TD>
</TR>
<TR><TD WIDTH="86%" VALIGN="MIDDLE" HEIGHT=20>
<P>Where You Can Find More Information</P>
<P ALIGN="CENTER"></TD>
<TD WIDTH="14%" VALIGN="MIDDLE" HEIGHT=20>
<P ALIGN="CENTER">2</TD>
</TR>
<TR><TD WIDTH="86%" VALIGN="MIDDLE" HEIGHT=20>
<P>The Company</P>
<P ALIGN="CENTER"></TD>
<TD WIDTH="14%" VALIGN="MIDDLE" HEIGHT=20>
<P ALIGN="CENTER">3</TD>
</TR>
<TR><TD WIDTH="86%" VALIGN="MIDDLE" HEIGHT=20>
<P>Risk Factors</P>
<P ALIGN="CENTER"></TD>
<TD WIDTH="14%" VALIGN="MIDDLE" HEIGHT=20>
<P ALIGN="CENTER">3</TD>
</TR>
<TR><TD WIDTH="86%" VALIGN="MIDDLE" HEIGHT=20>
<P>Use of Proceeds</P>
<P ALIGN="CENTER"></TD>
<TD WIDTH="14%" VALIGN="MIDDLE" HEIGHT=20>
<P ALIGN="CENTER">12</TD>
</TR>
<TR><TD WIDTH="86%" VALIGN="MIDDLE" HEIGHT=20>
<P>Description of Notes and Warrants</P>
<P ALIGN="CENTER"></TD>
<TD WIDTH="14%" VALIGN="MIDDLE" HEIGHT=20>
<P ALIGN="CENTER">13</TD>
</TR>
<TR><TD WIDTH="86%" VALIGN="MIDDLE" HEIGHT=20>
<P>Selling Stockholders</P>
<P ALIGN="CENTER"></TD>
<TD WIDTH="14%" VALIGN="MIDDLE" HEIGHT=20>
<P ALIGN="CENTER">13</TD>
</TR>
<TR><TD WIDTH="86%" VALIGN="MIDDLE" HEIGHT=20>
<P>Plan of Distribution</P>
<P ALIGN="CENTER"></TD>
<TD WIDTH="14%" VALIGN="MIDDLE" HEIGHT=20>
<P ALIGN="CENTER">14</TD>
</TR>
<TR><TD WIDTH="86%" VALIGN="MIDDLE" HEIGHT=20>
<P>Legal Matters</P>
<P ALIGN="CENTER"></TD>
<TD WIDTH="14%" VALIGN="MIDDLE" HEIGHT=20>
<P ALIGN="CENTER">15</TD>
</TR>
<TR><TD WIDTH="86%" VALIGN="MIDDLE" HEIGHT=20>
<P>Experts</P>
<P ALIGN="CENTER"></TD>
<TD WIDTH="14%" VALIGN="MIDDLE" HEIGHT=20>
<P ALIGN="CENTER">15</TD>
</TR>
</TABLE>


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