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<SEC-DOCUMENT>0001023731-02-000003.txt : 20020414
<SEC-HEADER>0001023731-02-000003.hdr.sgml : 20020414
ACCESSION NUMBER:		0001023731-02-000003
CONFORMED SUBMISSION TYPE:	S-3/A
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20020130

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			8X8 INC /DE/
		CENTRAL INDEX KEY:			0001023731
		STANDARD INDUSTRIAL CLASSIFICATION:	SEMICONDUCTORS & RELATED DEVICES [3674]
		IRS NUMBER:				770142404
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		S-3/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-75402
		FILM NUMBER:		02522676

	BUSINESS ADDRESS:	
		STREET 1:		2445 MISSION COLLEGE BLVD
		CITY:			SANTA CLARA
		STATE:			CA
		ZIP:			95054
		BUSINESS PHONE:		4087271885

	MAIL ADDRESS:	
		STREET 1:		2445 MISSION COLLEGE BLVD
		CITY:			SANTA CLARA
		STATE:			CA
		ZIP:			95054

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	8X8 INC
		DATE OF NAME CHANGE:	19961023

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NETERGY NETWORKS INC
		DATE OF NAME CHANGE:	20000912
</SEC-HEADER>
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<p align="right"><font size="2" color="FF0000"><B>
As filed with the Securities and Exchange Commission on January 30, 2002<br>
                                               Registration No. 333-75402
</B></p></font>

<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>
<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>

<B><FONT SIZE=4><P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION<br>
</B></FONT>                  Washington, D.C. &nbsp; 20549</P>
<B><FONT SIZE=4><P ALIGN="CENTER">AMENDMENT NO. 2<br>
                                  TO<br>
                                  FORM S-3<br>
                  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</P></B>
<HR width="25%">


<p align="center"><font size="5" color="#0000FF"><B>
                                  8X8, INC.
</B></font><BR>
<FONT SIZE=1>  (Exact Name of Registrant as Specified  in Its Charter)</P></FONT>

<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=529>
<TR><TD WIDTH="33%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Delaware</B></FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER"> 77-0142404</B></FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">(State or other Jurisdiction of Incorporation or
Organization)</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">(I.R.S. Employer Identification No.)</FONT></TD>
</TR>
</TABLE>
</CENTER></P>


<FONT SIZE=2>
<B><P ALIGN="CENTER">2445 Mission College Blvd.<BR>
Santa Clara, CA &nbsp;&nbsp; 95054<br>
                  (408) 727-1885</B><BR>
<FONT SIZE=1>(Address, including zip code, and telephone number, including area
code, of the Registrant's principal executive offices) </P>

<P ALIGN="CENTER"></P>

<FONT SIZE=3>
<B><P ALIGN="CENTER">JOE PARKINSON<br>
                  CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD<br>
                  8X8, INC.<br>
                  2445 MISSION COLLEGE BLVD.<br>
                  SANTA CLARA, CA 95054<br>
                  (408) 727-1885<br>
</B><FONT SIZE=1>(Name, address, including zip code, and telephone number,
including area code, of agent for service) </P>

<FONT SIZE=3>
<B><P ALIGN="CENTER">Copies to: </P>
<P ALIGN="CENTER">JOHN T. SHERIDAN, ESQ.<br>
                  WILSON, SONSINI, GOODRICH &amp; ROSATI<br>
                  PROFESSIONAL CORPORATION<br>
                  650 PAGE MILL ROAD<br>
                  PALO ALTO, CA 94304<br>
                  (650) 493-9300 </P>
</B>
<B><P ALIGN="CENTER">APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC:<br>
                  FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES
EFFECTIVE.</P> </B>


<FONT SIZE=1>
<P>If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. </font><FONT SIZE=2><font face=Wingdings>o</font><font>&nbsp; </p>

<FONT SIZE=1>
<P>If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
</font><FONT SIZE=2><font face=Wingdings>x</font><font>&nbsp; </p>


<FONT SIZE=1>
<P>If this Form is filed to
register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. </font><FONT SIZE=2><font face=Wingdings>o</font><font>&nbsp; </p>

<FONT SIZE=1>
<P>If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. </font><FONT SIZE=2><font face=Wingdings>o</font><font>&nbsp; </p>

<FONT SIZE=1>
<P>If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. </font><FONT SIZE=2><font face=Wingdings>o</font><font>&nbsp; </p>

<FONT SIZE=1>
<P ALIGN="JUSTIFY">The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine. </P>

<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>
<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>


<FONT SIZE=3><P ALIGN="JUSTIFY">The information in this prospectus is not
complete and may be amended or changed.  The selling stockholders may not sell
these securities pursuant to this prospectus until the Registration statement
filed with the Securities and Exchange Commission is effective.  This prospectus
is not an offer to sell these securities and it is not soliciting an offer to
buy these securities in any State where the offer or sale is not permitted.</P>
<B><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">SUBJECT TO COMPLETION, DATED JANUARY 30, 2002</P>
<P ALIGN="CENTER">PROSPECTUS</P>
<P ALIGN="CENTER">1,000,000 SHARES OF COMMON STOCK</P>
<P ALIGN="CENTER">8X8, INC.</P>
</B></FONT><FONT SIZE=1><P ALIGN="JUSTIFY"><HR WIDTH="22%" SIZE=1></P>
</FONT><FONT SIZE=3><P ALIGN="JUSTIFY">This prospectus relates to the public
offering, which is not being underwritten, of 1,000,000 shares of our common
stock which is held by the selling stockholders identified on page&nbsp;16 of
this prospectus.  We issued these shares of our common stock to the selling
stockholders in a private transaction.</P>
<P ALIGN="JUSTIFY">The prices at which the selling stockholders may sell the
shares will be determined by the prevailing market price for the shares or in
negotiated transactions.  We will not receive any of the proceeds from the sale
of the shares. </P>
<P ALIGN="JUSTIFY">Our common stock is quoted on the Nasdaq National Market
under the symbol &quot;EGHT&quot;.  On  January __, 2002, the last sale price of
our common stock was $_____ per share. </P>
<P ALIGN="JUSTIFY">THE SHARES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE
OF RISK.  YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS COMMENCING ON PAGE 3 IN
DETERMINING WHETHER TO PURCHASE THE COMMON STOCK. </P>
<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="CENTER">NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY
STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR
PASSED UPON THE ACCURACY OR ADEQUACY OFTHIS PROSPECTUS.  ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.</P>
<P ALIGN="CENTER">THE DATE OF THIS PROSPECTUS IS JANUARY      , 2002</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER"><A NAME="_Toc533328385">THE COMPANY</A></P>
</B><P ALIGN="JUSTIFY">8x8, Inc. and its subsidiaries (collectively, We or 8x8)
develop and market communication technology for Internet Protocol or, IP,
telephony and video applications.  We have three product lines: voice and video
semiconductors and related software, hosted Internet Private Branch Exchange or,
iPBX, solutions, and telecommunication services software.  </P>
<P ALIGN="JUSTIFY">During the fiscal year ended March&nbsp;31, 2001, we formed
two subsidiaries, Netergy Microelectronics, Inc. and Centile, Inc. and
reorganized our operations more clearly along our three product lines.  Netergy
Microelectronics, Inc. provides voice and video semiconductors and related
communication software to original equipment manufacturers of telephones,
terminal adapters, and other edge devices and to other semiconductor companies.
Netergy Microelectronics' technologies are used to make IP telephones and to
voice-enable cable and digital subscriber line modems, wireless devices, and
other broadband technologies.  Centile, Inc. develops and markets hosted iPBX
solutions that allow service providers to offer the features and functions that
a user commonly expects to find in a typical phone system to small and medium-
sized businesses over broadband networks.  A hosted iPBX solution is a software
application that implements the functionality of a business phone system over
the same data connection that a business uses for connection to the internet.
The phone system software runs on servers that are located at a central data
center so that the only phone system equipment that is required at the customer
site are telephones.  The phone system can also be accessed and controlled from
any web browser on the internet.  We have a third product line,
telecommunications services software, that includes a service creation
environment and a unified messaging application (collectively, the SCE Product),
at the parent company level.  The service creation environment is a software
application that enables software developers to create new telecommunication
software applications by using a Windows-based visual flow chart environment,
which has been used to implement entire voice mail systems using these flow
chart descriptors.  Unified messaging is a voicemail system that is capable of
accepting voice messages, FAX transmissions and e-mail in a single mailbox.  The
SCE Product is designed for use by telecommunication equipment manufacturers and
service providers.</P>
<P ALIGN="JUSTIFY">We were incorporated in California in February 1987 and in
December 1996 we reincorporated in Delaware.  In August 2000, we changed our
name from 8x8, Inc. to Netergy Networks, Inc.  We changed our name back to 8x8,
Inc. in July 2001.  </P>
<P ALIGN="JUSTIFY">Our principal offices are located at 2445 Mission College
Blvd., Santa Clara, California 95054 and our telephone number is (408) 727-1885.
</P>
<B><P ALIGN="CENTER"><A NAME="_Toc533328387"></P>
<P ALIGN="CENTER">RISK FACTORS</A></P>
</B><P ALIGN="JUSTIFY">Investors should carefully consider the risks described
below before making an investment decision.  Our business operations may be
impaired by additional risks not presently known to us or that we currently
believe are immaterial.  Our business, results of operations or cash flows could
be harmed by any of these risks.  In such case the trading price of our common
stock could decline, and you may lose all or part of your investment.  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.</P>
<B><P>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&nbsp;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>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&nbsp;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&nbsp;31, 2001 and 2000, respectively.  We expect that we 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>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.
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>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 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 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>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 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 original equipment manufacturers, 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&nbsp;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&nbsp;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 the 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>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 service creation 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
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 who 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 us of third-party patents will not be asserted or prosecuted
against the Company.</P>
<P ALIGN="JUSTIFY">We rely upon certain technology, including hardware and
software, licensed from third parties. There can be no assurance that the
technology licensed by us will continue to provide competitive features and
functionality or that licenses for technology currently utilized by us or other
technology which we may seek to license in the future will be available to us on
commercially reasonable terms or at all. The loss of, or inability to maintain
existing licenses could result in shipment delays or reductions until equivalent
technology or suitable alternative products could be developed, identified,
licensed and integrated, and could harm our business.  These licenses are on
standard commercial terms made generally available by the companies providing
the licenses.  The cost and terms of these licenses individually are not
material to our business.</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, digital subscriber lines, and
wireless local loop, may not be used for telephony unless such networks and
technologies can provide reliability and quality consistent with these
standards.<B> </P>
<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 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>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>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>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&nbsp;30, 2001 were 60% and 62%,
respectively.  The table below shows the percentage of total revenue received
from customers in the different regions:  </P>
<P ALIGN="JUSTIFY"></P></FONT>
<TABLE BORDER CELLSPACING=3 BORDERCOLOR="#c0c0c0" CELLPADDING=7 WIDTH=700>
<TR><TD WIDTH="22%" VALIGN="MIDDLE" HEIGHT=26><P></P></TD>
<TD WIDTH="39%" VALIGN="MIDDLE" COLSPAN=2 HEIGHT=26>
<B><FONT SIZE=3><P ALIGN="CENTER">Three Months Ended September
30,</B></FONT></TD>
<TD WIDTH="39%" VALIGN="MIDDLE" COLSPAN=2 HEIGHT=26>
<B><FONT SIZE=3><P ALIGN="CENTER">Six Months Ended September 30,</B></FONT></TD>
</TR>
<TR><TD WIDTH="22%" VALIGN="BOTTOM" HEIGHT=18><P></P></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=18>
<B><FONT SIZE=3><P ALIGN="CENTER">2001</B></FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=18>
<B><FONT SIZE=3><P ALIGN="CENTER">2000</B></FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=18>
<B><FONT SIZE=3><P ALIGN="CENTER">2001</B></FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=18>
<B><FONT SIZE=3><P ALIGN="CENTER">2000</B></FONT></TD>
</TR>
<TR><TD WIDTH="22%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=3><P>North America</FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=3><P ALIGN="CENTER">40%</FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=3><P ALIGN="CENTER">62%</FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=3><P ALIGN="CENTER">38%</FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=3><P ALIGN="CENTER">45%</FONT></TD>
</TR>
<TR><TD WIDTH="22%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=3><P>Europe</FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=3><P ALIGN="CENTER">21%</FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=3><P ALIGN="CENTER">15%</FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=3><P ALIGN="CENTER">21%</FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=3><P ALIGN="CENTER">25%</FONT></TD>
</TR>
<TR><TD WIDTH="22%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=3><P>Taiwan</FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=3><P ALIGN="CENTER">17%</FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=3><P ALIGN="CENTER">5%</FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=3><P ALIGN="CENTER">17%</FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=3><P ALIGN="CENTER">14%</FONT></TD>
</TR>
<TR><TD WIDTH="22%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=3><P>Other Asia Pacific</FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=3><P ALIGN="CENTER">22%</FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=3><P ALIGN="CENTER">18%</FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=3><P ALIGN="CENTER">24%</FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=3><P ALIGN="CENTER">16%</FONT></TD>
</TR>
<TR><TD WIDTH="22%" VALIGN="BOTTOM" HEIGHT=18><P></P></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=3><P ALIGN="CENTER">100%</FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=3><P ALIGN="CENTER">100%</FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=3><P ALIGN="CENTER">100%</FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=3><P ALIGN="CENTER">100%</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=3><P>&nbsp;</P>
<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.  Taiwan in particular is subject to a high
rate of natural disasters, such as earthquakes or typhoons, which could have
significant impact on our suppliers and customers due to a delay in operations
within that country.  In addition, Taiwan's tenuous relationship with mainland
China is a source of continuing concern due to potential hostilities.  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>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 have no written employment contracts with employees but we have provided our
Chief Executive Officer, through a resolution of our Board of Directors, with
severance benefits that vest over time as a retention device.  Similarly, the
Board of Directors authorized severance arrangements with Bryan R. Martin, Dr.
Philip Bednarz, David M. Stoll, and certain other vice-presidents of Netergy
Microelectronics, Inc., which are all fully vested.  We primarily rely on equity
compensation plans and compensation policies to retain our key personnel.  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>
<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>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>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="CENTER"><A NAME="_Toc533328386">SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS</A></P>
</B><P ALIGN="JUSTIFY">This prospectus contains forward-looking statements.
These statements relate to future events or our future financial performance.
We have attempted to identify forward-looking statements by terminology
including &quot;believes,&quot; &quot;can,&quot; &quot;continue,&quot;
&quot;could,&quot; &quot;estimates,&quot; &quot;expects,&quot;
&quot;intends,&quot; &quot;may,&quot; &quot;plans,&quot; &quot;potential,&quot;
&quot;predicts,&quot; &quot;should,&quot; or &quot;will&quot; or the negative of
these terms or other comparable terminology.</P>
<P ALIGN="JUSTIFY">Forward looking statements involve known and unknown risks
and uncertainties which may cause our actual results in future periods to differ
materially from what is currently anticipated.  We make cautionary statements in
certain sections of this prospectus, including under &quot;Risk Factors.&quot;
You should read these cautionary statements as being applicable to all related
forward-looking statements wherever they appear in:</P>

<UL>

<P ALIGN="JUSTIFY"><LI>this prospectus;</LI></P>
<P ALIGN="JUSTIFY"><LI>the materials referred to in this prospectus;</LI></P>
<P ALIGN="JUSTIFY"><LI>the materials incorporated by reference into this
prospectus; and</LI></P>
<P ALIGN="JUSTIFY"><LI>our press releases.</LI></P>
</UL>

<P ALIGN="JUSTIFY">No forward-looking statement is a guarantee of future
performance and you should not place undue reliance on any forward-looking
statement.</P>
<B><P ALIGN="CENTER"><A NAME="_Toc533328383">WHERE YOU CAN FIND MORE
INFORMATION</A></P>
</B><P ALIGN="JUSTIFY">Because we are subject to the informational requirements
of the Exchange Act, we file quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (SEC).  You may
read and copy these reports, proxy statements and other information at the
public reference facilities maintained by the SEC at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549.  You may also obtain copies of those
materials at prescribed rates from the public reference section of the SEC at
450 Fifth Street, Washington, D.C. 20549.  The public may obtain information on
the operation of the public reference room by calling the SEC at (800) SEC-0330.
In addition, we are required to file electronic versions of those materials with
the SEC through the SEC's EDGAR system.  The SEC maintains a web site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC.
We have filed with the SEC a registration statement on Form&nbsp;S-3 under the
Securities Act with respect to the securities offered with this prospectus.
This prospectus does not contain all of the information in the registration
statement, parts of which we have omitted, as allowed under the rules and
regulations of the SEC.  You should refer to the registration statement for
further information with respect to us and our securities.  Statements contained
in this prospectus as to the contents of any contract or other document are not
necessarily complete and, in each instance, we refer you to the copy of each
contract or document filed as an exhibit to the registration statement.  Copies
of the registration statement, including exhibits, may be inspected without
charge at the SEC's principal office in Washington, D.C., and you may obtain
copies from this office upon payment of the fees prescribed by the SEC.  We will
furnish without charge to each person to whom a copy of this prospectus is
delivered, upon written or oral request, a copy of the information that has been
incorporated by reference into this prospectus (except exhibits, unless they are
specifically incorporated by reference into this prospectus).  You should direct
any requests for copies to: 8x8, Inc., 2445 Mission College Blvd., Santa Clara,
California 95054, Attention: Chief Financial Officer, Telephone: (408) 727-1885.
</P>
<B><P ALIGN="CENTER"><A NAME="_Toc533328384">DOCUMENTS INCORPORATED BY
REFERENCE</A></P>
</B><P ALIGN="JUSTIFY">The SEC allows us to incorporate by reference certain of
our publicly-filed documents into this prospectus, which means that information
included in these documents is considered part of this prospectus.  We
incorporate by reference in this prospectus the information contained in the
following documents: </P>

<UL>

<P ALIGN="JUSTIFY"><LI>our Annual Report on Form&nbsp;10-K for the year ended
March&nbsp;31, 2001 filed May&nbsp;24, 2001;</LI></P>
<P ALIGN="JUSTIFY"><LI>our Proxy Statement dated June&nbsp;14, 2001, filed in
connection with our 2001 Annual Meeting of Stockholders;</LI></P>
<P ALIGN="JUSTIFY"><LI>our Quarterly Report on Form&nbsp;10-Q for the quarterly
period ended June&nbsp;30, 2001, filed July&nbsp;27, 2001;</LI></P>
<P ALIGN="JUSTIFY"><LI>our Quarterly Report on Form&nbsp;10-Q for the quarterly
period ended September&nbsp;30, 2001, filed October&nbsp;25, 2001; </LI></P>
<P ALIGN="JUSTIFY"><LI>our Current Report on Form&nbsp;8-K, filed April&nbsp;23,
2001;</LI></P>
<P ALIGN="JUSTIFY"><LI>our Current Report on Form&nbsp;8-K, filed
November&nbsp;14, 2001;</LI></P>
<P ALIGN="JUSTIFY"><LI>our Current Report on Form&nbsp;8-K, filed
December&nbsp;17, 2001;</LI></P>
<P ALIGN="JUSTIFY"><LI>our Current Report on Form&nbsp;8-K/A, filed
January&nbsp;30, 2002;</LI></P>
<P ALIGN="JUSTIFY"><LI>the description of our common stock in our registration
statement on Form&nbsp;8-A filed on November&nbsp;21, 1996, including any
amendments or reports filed for the purpose of updating such description;
and</LI></P>
<P ALIGN="JUSTIFY"><LI>all documents that we file with the SEC under Sections
13(a), 13(c), 14 or 15 of the Exchange Act until all of the securities that we
may offer with this prospectus are sold. </LI></P>
</UL>

<P ALIGN="JUSTIFY">We will furnish without charge to you, on written or oral
request, a copy of any or all of the documents incorporated by reference, other
than the exhibits to those documents.  You may obtain copies of those documents
from us, free of cost, by contacting us at the address or telephone number
provided in &quot;Where You Can Find More Information&quot; immediately above.
</P>
<P ALIGN="JUSTIFY">Information that we file later with the SEC and that is
incorporated by reference in this prospectus will automatically update
information contained in this prospectus or that was previously incorporated by
reference into this prospectus.  You will be deemed to have notice of all
information incorporated by reference in this prospectus as if that information
was included in this prospectus. </P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<B><P ALIGN="CENTER"><A NAME="_Toc533328388">USE OF PROCEEDS</A></P>
</B><P ALIGN="JUSTIFY">The proceeds from the sale of the common stock offered
pursuant to this prospectus are solely for the account of the selling
stockholders.  Accordingly, we will not receive any proceeds from the sale of
the shares from the selling stockholders. </P>
<B><P ALIGN="CENTER"><A NAME="_Toc533328389"></P>
<P ALIGN="CENTER">SELLING STOCKHOLDERS</A></P>
</B><P ALIGN="JUSTIFY">On December&nbsp;17, 2001, we redeemed all of our
outstanding 4% Series A and Series B convertible subordinated notes due December
2002.  In connection with the transaction we agreed to register 1,000,000 shares
of our common stock.</P>
<P ALIGN="JUSTIFY">The following table sets forth certain information known to
us with respect to the beneficial ownership of our common stock by the selling
stockholders, as of December&nbsp;17, 2001.  The following table assumes that
the selling stockholders sell all of their shares being offered pursuant to this
prospectus.  We are unable to determine the exact number of shares that will
actually be sold.  None of the selling stockholders has held any position or
office or had a material relationship with us. </P>
<P ALIGN="JUSTIFY">The percentage of shares beneficially owned is based on
27,894,280 shares outstanding at December&nbsp;17, 2001 determined in accordance
with Rule 13d-3 of the Exchange Act, and the information is not necessarily
indicative of beneficial ownership for any other purpose.  Under such rule,
beneficial ownership includes any shares as to which the individual has sole or
shared voting power or investment power and also any shares which the individual
has the right to acquire within 60 days of December&nbsp;17, 2001 through the
exercise of any warrants or other right.  Unless otherwise indicated in the
footnotes, each person has sole voting and investment power (or shares such
powers with his or her spouse) with respect to the shares shown as beneficially
owned. </P>
</FONT>
<TABLE BORDER CELLSPACING=3 BORDERCOLOR="#c0c0c0" CELLPADDING=7 WIDTH=656>
<TR><TD WIDTH="34%" VALIGN="MIDDLE" ROWSPAN=2 HEIGHT=34>
<B><FONT SIZE=2><P ALIGN="CENTER">Name of Selling Stockholder</B></FONT></TD>
<TD WIDTH="20%" VALIGN="MIDDLE" ROWSPAN=2 HEIGHT=34>
<B><FONT SIZE=2><P ALIGN="CENTER">Number of Shares Beneficially Owned</P>
<P ALIGN="CENTER">Prior to Offering</B></FONT></TD>
<TD WIDTH="16%" VALIGN="MIDDLE" ROWSPAN=2 HEIGHT=34>
<B><FONT SIZE=2><P ALIGN="CENTER">Shares Being</P>
<P ALIGN="CENTER">Offered</B></FONT></TD>
<TD WIDTH="29%" VALIGN="BOTTOM" COLSPAN=2 HEIGHT=34>
<B><FONT SIZE=2><P ALIGN="CENTER">Shares Beneficially Owned After
Offering<SUP>(1)</B></SUP></FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="BOTTOM" HEIGHT=23>
<B><FONT SIZE=2><P ALIGN="CENTER">Number<SUP>(2)</B></SUP></FONT></TD>
<TD WIDTH="14%" VALIGN="BOTTOM" HEIGHT=23>
<B><FONT SIZE=2><P ALIGN="CENTER">Percent</B></FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=2><P>Fisher Capital Ltd.<SUP>(3)(4)</SUP></FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=2><P ALIGN="RIGHT">1,015,280</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=2><P ALIGN="RIGHT">620,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=2><P ALIGN="RIGHT">395,280</FONT></TD>
<TD WIDTH="14%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=2><P ALIGN="RIGHT">&#9;&#9;1.4%</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=2><P>Wingate Capital Ltd.<SUP>(3)(5)</SUP></FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=2><P ALIGN="RIGHT">   622,269</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=2><P ALIGN="RIGHT">   380,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=2><P ALIGN="RIGHT">242,269</FONT></TD>
<TD WIDTH="14%" VALIGN="BOTTOM" HEIGHT=18>
<FONT SIZE=2><P ALIGN="RIGHT">&#9;&#9;*</FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="BOTTOM" HEIGHT=25><P ALIGN="RIGHT"></P></TD>
<TD WIDTH="20%" VALIGN="BOTTOM" HEIGHT=25>
<FONT SIZE=2><P ALIGN="RIGHT">1,637,549</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM" HEIGHT=25>
<FONT SIZE=2><P ALIGN="RIGHT">1,000,000</FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM" HEIGHT=25>
<FONT SIZE=2><P ALIGN="RIGHT">637,549</FONT></TD>
<TD WIDTH="14%" VALIGN="BOTTOM" HEIGHT=25>
<FONT SIZE=2><P ALIGN="RIGHT">&#9;&#9;2.2%</FONT></TD>
</TR>
</TABLE>

<U><FONT SIZE=3><P ALIGN="JUSTIFY">&#9;</P><DIR>

</U></FONT><FONT SIZE=2><P ALIGN="JUSTIFY">*&#9;Represents beneficial ownership
of less than 1% of common stock. </P>
<P ALIGN="JUSTIFY">(1)&#9;This registration statement also shall cover any
additional shares of common stock which become issuable in connection with the
shares registered for sale hereby by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt of
consideration which results in an increase in the number of 8x8's outstanding
shares of common stock. </P>
<P ALIGN="JUSTIFY">(2)&#9;This table assumes that all shares offered hereby will
be sold by the selling shareholders. </P>
<P ALIGN="JUSTIFY">(3)&#9;Citadel Limited Partnership (Citadel) is the trading
manager of each of Fisher Capital Ltd. (Fisher) and Wingate Capital Ltd.
(Wingate) and consequently has voting control and investment discretion over
securities held by Fisher and Wingate.  The ownership information for Fisher
does not include the ownership information for Wingate, and the ownership
information for Wingate does not include the ownership information for Fisher.
Citadel disclaims beneficial ownership of the shares beneficially owned by
Fisher and Wingate, and each of Fisher and Wingate disclaims beneficial
ownership of the shares beneficially owned by the other.  Kenneth C. Griffin
indirectly controls Citadel.  Mr. Griffin disclaims beneficial ownership of the
shares beneficially owned by Citadel, Fisher and Wingate.  Fisher and Wingate
are not registered broker-dealers.  Fisher and Wingate, however, are under
common control with, and therefore an affiliate of, a registered broker-
dealer.</P>
<P ALIGN="JUSTIFY">(4)&#9;Includes 620,000 shares of common stock held by Fisher
Capital Ltd., all of which are registered for sale under this prospectus, and
395,280 shares that Fisher Capital Ltd. has the right to acquire upon exercise
of outstanding warrants.  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.</P>
<P ALIGN="JUSTIFY">(5)&#9;Includes 380,000 shares of common stock held by
Wingate Capital Ltd., all of which are registered for sale under this
prospectus, and 242,269 shares that Wingate Capital Ltd. has the right to
acquire upon exercise of outstanding warrants.  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.</P></DIR>

</FONT><B><FONT SIZE=3><P ALIGN="CENTER"><A NAME="_Toc533328390">PLAN OF
DISTRIBUTION</A></P>
</B><P ALIGN="JUSTIFY">We will not receive any proceeds from the sale of the
shares.  The shares are being offered on behalf of the selling stockholders.
The shares may be sold or distributed from time to time by the selling
stockholders, or by pledgees, donees or transferees of, or other successors in
interest to, the selling stockholders, directly to one or more purchasers
(including pledgees) or through brokers, dealers or underwriters who may act
solely as agents or may acquire shares as principals, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices, or at fixed prices, which may be changed.</P>
<P ALIGN="JUSTIFY">The sale of the shares may be effected in one or more of the
following methods: </P>

<UL>

<P ALIGN="JUSTIFY"><LI>on any national securities exchange or quotation service
on which our common stock may be listed or quoted at the time of sale, including
the Nasdaq National Market; </LI></P>
<P ALIGN="JUSTIFY"><LI>in the over-the-counter market;</LI></P>
<P ALIGN="JUSTIFY"><LI>in negotiated transactions;</LI></P>
<P ALIGN="JUSTIFY"><LI>in transactions otherwise than on such exchanges or
services in the over-the-counter market; </LI></P>
<P ALIGN="JUSTIFY"><LI>through the writing of (put or call) options, whether the
options are listed on an option exchange or otherwise;</LI></P>
<P ALIGN="JUSTIFY"><LI>through the settlement of short sales; or</LI></P>
<P ALIGN="JUSTIFY"><LI>through a combination of such methods of
sale.</LI></P>
</UL>

<P ALIGN="JUSTIFY">In addition, any shares that qualify for sale pursuant to
Rule 144 of the Securities Act may be sold under Rule 144 of the Securities Act
rather than pursuant to this prospectus.</P>
<P ALIGN="JUSTIFY">These transactions may include crosses or block transactions.
Crosses are transactions in which the same broker acts as agent on both sides of
the trade.</P>
<P ALIGN="JUSTIFY">In addition, the selling stockholders or their successors in
interest may enter into hedging transactions with broker-dealers who may engage
in short sales of shares in the course of hedging the positions they assume with
the selling stockholders.  The selling stockholders may also sell shares short
and deliver the shares to close out such short positions.  The selling
stockholders or their successors in interest may also enter into option or other
transactions with broker-dealers that require the delivery by such broker-
dealers of the shares, which shares may be resold thereafter pursuant to this
prospectus.</P>
<P ALIGN="JUSTIFY">The selling stockholders or their successors in interest may
from time to time pledge or grant a security interest in some or all of the
shares and, if the selling stockholders default in the performance of their
secured obligation, the pledgees or secured parties may offer and sell the
shares from time to time under this prospectus, or under an amendment to this
prospectus under Rule 424(b)(3) or other applicable provision of the Securities
Act amending the list of selling stockholders to include the pledgee, transferee
or other successors in interest as selling stockholders under this
prospectus.</P>
<P ALIGN="JUSTIFY">The selling stockholders may also transfer and donate some or
all of the shares owned by them in other circumstances in which case the
transferees, donees, pledgees or other successors in interest will be the
selling beneficial owners for purposes of the prospectus.</P>
<P ALIGN="JUSTIFY">Each of the selling stockholders has advised us that it
received the shares in the ordinary course of its business and at the time it
received the shares it was not a party to any agreement or other understanding
to distribute the shares, directly or indirectly.</P>
<P ALIGN="JUSTIFY">Brokers, dealers, underwriters or agents participating in the
distribution of the shares as agents may receive compensation in the form of
commissions, discounts or concessions from the selling stockholders and/or
purchasers of the shares for whom such broker-dealers may act as agent, or to
whom they may sell as principal, or both (which compensation as to a particular
broker-dealer may be less than or in excess of customary commissions).</P>
<P ALIGN="JUSTIFY">The selling stockholders and any broker-dealers who act in
connection with the sale of shares hereunder may be deemed to be
&quot;underwriters&quot; within the meaning of the Securities Act, and any
commissions they receive and proceeds of any sale of shares may be deemed to be
underwriting discounts and commissions under the Securities Act.  Neither 8x8
nor any selling stockholder can presently estimate the amount of such
compensation.  8x8 knows of no existing arrangements between any selling
stockholder, any other stockholder, broker, dealer, underwriter or agent
relating to the sale or distribution of the shares.  8x8 has informed the
selling shareholders that the anti-manipulative provisions of Regulation M
promulgated under the Exchange Act may apply to their sales in the market.</P>
<B><P ALIGN="CENTER"><A NAME="_Toc533328391">LEGAL MATTERS</A></P>
</B><P ALIGN="JUSTIFY">The validity of the shares of common stock offered hereby
will be passed upon by Wilson, Sonsini, Goodrich &amp; Rosati, Professional
Corporation, Palo Alto, California, counsel to 8x8, Inc. </P>
<B><P ALIGN="CENTER"><A NAME="_Toc533328392">EXPERTS</A></P>
</B><P ALIGN="JUSTIFY">The consolidated financial statements of 8x8, Inc.
incorporated in this Prospectus by reference to the Annual Report on
Form&nbsp;10-K for the year ended March&nbsp;31, 2001, have been so incorporated
in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in accounting and
auditing. </P>
</B><P ALIGN="JUSTIFY">We engaged Financial Strategies Consulting Group, LLC,
an expert in providing independent company valuations, to value and issue a report
concerning the intangible assets we acquired from U|Force, Inc. In Note 3 to our
consolidated financial statements and in the Management's Discussion and Analysis
section of our Annual Report on Form 10-K for the year ended March 31, 2001,
which is incorporated in this Prospectus by reference, we note our reliance upon
Financial Strategies Consulting Group's report in valuing the intangible assets
acquired from U|Force, Inc. </P>
</B><P ALIGN="JUSTIFY">We engaged American Appraisal Associates,
an expert in providing independent company valuations, to value and issue a report
concerning the intangible assets we acquired from Odisei S.A. In Note 3 to our
consolidated financial statements and in the Management's Discussion and Analysis
section of our Annual Report on Form 10-K for the year ended March 31, 2001,
which is incorporated in this Prospectus by reference, we note our reliance upon
American Appraisal Associates' report in valuing the intangible assets
acquired from Odisei. </P></FONT>
<TABLE BORDER CELLSPACING=3 BORDERCOLOR="#c0c0c0" CELLPADDING=7 WIDTH=630>
<TR><TD VALIGN="MIDDLE" COLSPAN=2 HEIGHT=18>
<B><FONT SIZE=3><P ALIGN="CENTER">TABLE OF CONTENTS</B></FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="MIDDLE"><P></P></TD>
<TD WIDTH="13%" VALIGN="MIDDLE">
<B><FONT SIZE=3><P ALIGN="CENTER">Page</B></FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="MIDDLE">

<FONT SIZE=3><P ALIGN="JUSTIFY">THE COMPANY
</FONT></TD>
<TD WIDTH="13%" VALIGN="MIDDLE">
<FONT SIZE=3><P ALIGN="CENTER">2</FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="MIDDLE">

<FONT SIZE=3><P ALIGN="JUSTIFY">RISK FACTORS
</FONT></TD>
<TD WIDTH="13%" VALIGN="MIDDLE">
<FONT SIZE=3><P ALIGN="CENTER">3</FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="MIDDLE">

<FONT SIZE=3><P>SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
</FONT></TD>
<TD WIDTH="13%" VALIGN="MIDDLE">
<FONT SIZE=3><P ALIGN="CENTER">13</FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="MIDDLE">

<FONT SIZE=3><P ALIGN="JUSTIFY">WHERE YOU CAN FIND MORE INFORMATION
</FONT></TD>
<TD WIDTH="13%" VALIGN="MIDDLE">
<FONT SIZE=3><P ALIGN="CENTER">14</FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="MIDDLE">

<FONT SIZE=3><P ALIGN="JUSTIFY">DOCUMENTS INCORPORATED BY REFERENCE
</FONT></TD>
<TD WIDTH="13%" VALIGN="MIDDLE">
<FONT SIZE=3><P ALIGN="CENTER">14</FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="MIDDLE">

<FONT SIZE=3><P ALIGN="JUSTIFY">USE OF PROCEEDS
</FONT></TD>
<TD WIDTH="13%" VALIGN="MIDDLE">
<FONT SIZE=3><P ALIGN="CENTER">15</FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="MIDDLE">

<FONT SIZE=3><P ALIGN="JUSTIFY">SELLING STOCKHOLDERS
</FONT></TD>
<TD WIDTH="13%" VALIGN="MIDDLE">
<FONT SIZE=3><P ALIGN="CENTER">16</FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="MIDDLE">

<FONT SIZE=3><P ALIGN="JUSTIFY">PLAN OF DISTRIBUTION
</FONT></TD>
<TD WIDTH="13%" VALIGN="MIDDLE">
<FONT SIZE=3><P ALIGN="CENTER">17</FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="MIDDLE">

<FONT SIZE=3><P ALIGN="JUSTIFY">LEGAL MATTERS
</FONT></TD>
<TD WIDTH="13%" VALIGN="MIDDLE">
<FONT SIZE=3><P ALIGN="CENTER">18</FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="MIDDLE">

<FONT SIZE=3><P ALIGN="JUSTIFY">EXPERTS
</FONT></TD>
<TD WIDTH="13%" VALIGN="MIDDLE">
<FONT SIZE=3><P ALIGN="CENTER">18</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=3><P ALIGN="JUSTIFY">&nbsp;</P>
<B><P ALIGN="CENTER">8x8, INC. </P>
<P ALIGN="CENTER">1,000,000 SHARES</P>
<P ALIGN="CENTER">OF </P>
<P ALIGN="CENTER">COMMON STOCK</P>
<P ALIGN="CENTER">PROSPECTUS</P>
<P ALIGN="CENTER">January      , 2001</P>
</B><P ALIGN="JUSTIFY"></P>
<B><P ALIGN="CENTER">PART II</P>
<P ALIGN="CENTER">INFORMATION NOT REQUIRED IN THE PROSPECTUS</P>
<P>ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION</P>
</B><P ALIGN="JUSTIFY">The Registrant will pay all expenses incident to the
offering and sale to the public of the shares being registered other than any
commissions and discounts of underwriters, dealers or agents and any transfer
taxes.  Such expenses are set forth in the following table.  All of the amounts
shown are estimates except the Securities and Exchange Commission (SEC)
registration fee. </P>
<P ALIGN="JUSTIFY"></P></FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER CELLSPACING=3 BORDERCOLOR="#c0c0c0"
CELLPADDING=7 WIDTH=390>
<TR><TD WIDTH="68%" VALIGN="BOTTOM" HEIGHT=20>
<FONT SIZE=3><P>SEC registration fee</FONT></TD>
<TD WIDTH="32%" VALIGN="BOTTOM" HEIGHT=20>
<FONT SIZE=3><P ALIGN="RIGHT">&#9;$&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;217.49</FONT></TD>
</TR>
<TR><TD WIDTH="68%" VALIGN="BOTTOM" HEIGHT=20>
<FONT SIZE=3><P>Legal fees and expenses *</FONT></TD>
<TD WIDTH="32%" VALIGN="BOTTOM" HEIGHT=20>
<FONT SIZE=3><P ALIGN="RIGHT">&#9;   39,000.00</FONT></TD>
</TR>
<TR><TD WIDTH="68%" VALIGN="BOTTOM" HEIGHT=20>
<FONT SIZE=3><P>Accounting fees and expenses *</FONT></TD>
<TD WIDTH="32%" VALIGN="BOTTOM" HEIGHT=20>
<FONT SIZE=3><P ALIGN="RIGHT">&#9;     5,000.00</FONT></TD>
</TR>
<TR><TD WIDTH="68%" VALIGN="BOTTOM" HEIGHT=20>
<FONT SIZE=3><P>Miscellaneous expenses *</FONT></TD>
<TD WIDTH="32%" VALIGN="BOTTOM" HEIGHT=20>
<FONT SIZE=3><P ALIGN="RIGHT">&#9;     5,000.00</FONT></TD>
</TR>
<TR><TD WIDTH="68%" VALIGN="BOTTOM" HEIGHT=20>
<FONT SIZE=3><P>Total</FONT></TD>
<TD WIDTH="32%" VALIGN="BOTTOM" HEIGHT=20>
<FONT SIZE=3><P ALIGN="RIGHT">&#9;$ 49,217.49</FONT></TD>
</TR>
</TABLE>
</CENTER></P>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<U><FONT SIZE=3><P ALIGN="JUSTIFY">&#9;</P>
</U><P ALIGN="JUSTIFY">* Estimated</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<B><P>ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS </P>
</B><P ALIGN="JUSTIFY">As permitted by Section</FONT><FONT
SIZE=1>&nbsp;</FONT><FONT SIZE=3>145 of the Delaware General Corporation Law,
the Registrant's Amended and Restated Certificate of Incorporation, includes a
provision that eliminates the personal liability of its directors for monetary
damages for breach or alleged breach of their duty of care.  In addition, as
permitted by Section&nbsp;145 of the Delaware General Corporation Law,
Article&nbsp;VI of the Bylaws of the Registrant provides that: (i)&nbsp;the
Registrant is required to indemnify its directors and officers and persons
serving in such capacities in other business enterprises (including, for
example, subsidiaries of the Registrant) at the Registrant's request, to the
fullest extent permitted by Delaware law, including in those circumstances in
which indemnification would otherwise be discretionary; (ii)&nbsp;the Registrant
may, in its discretion, indemnify employees and agents in those circumstances
where indemnification is not required by law; (iii)&nbsp;the Registrant is
required to advance expenses, as incurred, to its directors and officers in
connection with defending a proceeding (except that it is not required to
advance expenses to a person against whom the Registrant brings a claim for
breach of the duty of loyalty, failure to act in good faith, intentional
misconduct, knowing violation of law or deriving an improper personal benefit);
(iv)&nbsp;the rights conferred in the Bylaws are not exclusive, and the
Registrant is authorized to enter into indemnification agreements with its
directors, officers and employees; and (v)&nbsp;the Registrant may not
retroactively amend the Bylaw provisions in a way that is adverse to such
directors, officers and employees. </P>
<P ALIGN="JUSTIFY">The Registrant's policy is to enter into an indemnification
agreement having the form filed as Exhibit&nbsp;10.1 to Registration Statement
No. 333-15627 with each of its directors and executive officers, that provide
the maximum indemnity allowed to directors and officers by Section&nbsp;145 of
the Delaware General Corporation Law and the Bylaws, as well as certain
additional procedural protections.  In addition, the indemnification agreements
provide that directors and officers will be indemnified to the fullest possible
extent not prohibited by law against all expenses (including attorney's fees)
and settlement amounts paid or incurred by them in any action or proceeding,
including any action by or in the right of the Registrant, arising out of such
person's services as a director or officer of the Registrant, any subsidiary of
the Registrant or any other company or enterprise to which such person provides
services at the request of the Registrant.  The Registrant will not be obligated
pursuant to the indemnification agreements to indemnify or advance expenses to
an indemnified party with respect to proceedings or claims initiated by the
indemnified party and not by way of defense, except with respect to proceedings
specifically authorized by the Board of Directors or brought to enforce a right
to indemnification under the indemnification agreement, the Registrant's Bylaws
or any statute or law.  Under the agreements, the Registrant is not obligated to
indemnify the indemnified party: </P>
<P ALIGN="JUSTIFY">(a)&#9;if a court of competent jurisdiction, by final
judgment or decree, shall determine that (i)&nbsp;the claim or claims in respect
of which indemnity is sought arise from an indemnitee's fraudulent, dishonest or
willful misconduct, or (ii)&nbsp;such indemnity is not permitted under
applicable law; or </P>
<P ALIGN="JUSTIFY">(b)&#9;purchase or sale by an indemnitee of securities of the
Registrant in violation of the provisions of Section&nbsp;16(b) of the
Securities Exchange Act of 1934 and amendments thereto or similar provisions of
any federal, state or local statutory law; or </P>
<P ALIGN="JUSTIFY">(c)&#9;for any acts or omissions or transactions from which a
director may not be relieved or liability under the Delaware General Corporation
Law; or </P>
<P ALIGN="JUSTIFY">(d)&#9;with respect to proceedings or claims initiated or
brought voluntarily by an indemnitee and not by way of defense, except
(i)&nbsp;with respect to proceedings brought in good faith to establish or
enforce a right to indemnification under the indemnification agreement or any
other statute or law, or (ii)&nbsp;at the Registrant's discretion, in specific
cases if the Board of Directors of the Registrant has approved the initiation or
bringing of such suit; or </P>
<P ALIGN="JUSTIFY">(e)&#9;for expenses or liabilities of any type whatsoever
(including, but not limited to, judgments, fines, ERISA excise taxes or
penalties, and amounts paid in settlement) which have been paid directly to an
indemnitee by an insurance carrier under a policy of directors' and officers'
liability insurance maintained by the Registrant; or </P>
<P ALIGN="JUSTIFY">(f)&#9;on account of any suit brought against an indemnitee
for misuse or misappropriation of non-public information, or otherwise involving
indemnitee's status as an insider of the Registrant, in connection with any
purchase or sale by an indemnitee of securities of the Registrant. </P>
<P ALIGN="JUSTIFY">The indemnification provisions in the Bylaws and the
indemnification agreements entered into between the Registrant and its directors
and officers may be sufficiently broad to permit indemnification of the
Registrant's directors and officers for liabilities arising under the Securities
Act of 1933. </P>
<P ALIGN="JUSTIFY">Under the Registration Rights Agreement (Exhibit&nbsp;4.2
hereto), the Registrant has agreed to indemnify the selling stockholders and
persons controlling the selling stockholders against certain liabilities,
including liabilities under the Securities Act of 1933, and the selling
stockholders have agreed to indemnify the Registrant, its directors, its
officers and certain control and related persons against certain liabilities,
including liabilities under the Securities Act of 1933.</P>
<B><P>ITEM 16.  EXHIBITS</P>
</B></FONT>
<P ALIGN="RIGHT"><TABLE BORDER CELLSPACING=3 BORDERCOLOR="#c0c0c0" CELLPADDING=7
WIDTH=618>
<TR><TD WIDTH="9%" VALIGN="MIDDLE" HEIGHT=66>
<FONT SIZE=3><P>4.1</FONT></TD>
<TD WIDTH="91%" VALIGN="MIDDLE" HEIGHT=66>
<FONT SIZE=3><P>Form of Amendment No.1 to the Series A and Series B Warrants,
dated as of December&nbsp;17, 2001, by and among 8x8, Inc., Fisher Capital Ltd.
and Wingate Capital Ltd. (Incorporated by reference from Exhibit&nbsp;4.1 of the
Current Report on Form&nbsp;8-K filed on December&nbsp;17, 2001)</FONT></TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP" HEIGHT=66>
<FONT SIZE=3><P>4.2</FONT></TD>
<TD WIDTH="91%" VALIGN="TOP" HEIGHT=66>
<FONT SIZE=3><P>Registration Rights Agreement, dated as of December&nbsp;13,
2001, by and among 8x8, Inc., Fisher Capital Ltd. and Wingate Capital Ltd.
(Incorporated by reference from Exhibit&nbsp;4.2 of the Current Report on
Form&nbsp;8-K filed on December&nbsp;17, 2001)</FONT></TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP" HEIGHT=66>
<FONT SIZE=3><P>10.1</FONT></TD>
<TD WIDTH="91%" VALIGN="TOP" HEIGHT=66>
<FONT SIZE=3><P>Redemption and Exchange Agreement, dated as of December&nbsp;13,
2001, by and among 8x8, Inc., Fisher Capital Ltd. and Wingate Capital Ltd.
(Incorporated by reference from Exhibit&nbsp;10.1 of the Current Report on
Form&nbsp;8-K filed on December&nbsp;17, 2001)</FONT></TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=3><P>5.1</FONT></TD>
<TD WIDTH="91%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=3><P>Opinion of Wilson, Sonsini, Goodrich &amp; Rosati, Professional
Corporation</FONT></TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=3><P>23.1</FONT></TD>
<TD WIDTH="91%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=3><P>Consent of PricewaterhouseCoopers LLP, Independent
Accountants</FONT></TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=3><P>23.2</FONT></TD>
<TD WIDTH="91%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=3><P>Consent of Counsel (included as Exhibit&nbsp;5.1)</FONT></TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=3><P>23.3</FONT></TD>
<TD WIDTH="91%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=3><P>Consent of Financial Strategies Consulting Group, LLC,
Independent Appraisers</Font></TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=3><P>23.4</FONT></TD>
<TD WIDTH="91%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=3><P>Consent of American Appraisal Associates, Independent
Appraisers</Font></TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=3><P>24.1</FONT></TD>
<TD WIDTH="91%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=3><P>Power of Attorney (previously filed)</FONT></TD>
</TR>
</TABLE>
</P>

<B><FONT SIZE=3><P>ITEM 17.  UNDERTAKINGS</P>
</B><P ALIGN="JUSTIFY">The undersigned Registrant hereby undertakes: </P>
<P ALIGN="JUSTIFY">(1)&#9;To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:</P>
<OL TYPE="a">
<OL TYPE="a">

<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;</LI></P>
<P ALIGN="JUSTIFY"><LI>To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was <A NAME="_Toc525057586">registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;</A></LI></P>
<P ALIGN="JUSTIFY"><LI>to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration
Statement.</LI></P></OL>
</OL>
</OL>

<I><P ALIGN="JUSTIFY">Provided</I>, <I>however</I>, that clauses (a) and (b) do
not apply if the information required to be included in a post-effective
amendment by such clauses is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.</P>
<P ALIGN="JUSTIFY">(2)&#9;That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. </P>
<P ALIGN="JUSTIFY">(3)&#9;To remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of this offering. </P>
<P ALIGN="JUSTIFY">That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section&nbsp;13(a) or Section&nbsp;15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof. </P>
<P ALIGN="JUSTIFY">Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue. </P>
<B><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">SIGNATURES</P>
</B><P ALIGN="JUSTIFY">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&nbsp;S-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Santa Clara, State of California, on
January 30, 2002. </P></FONT>
<P ALIGN="RIGHT"><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=379>
<TR><TD VALIGN="TOP">
<B><FONT SIZE=3><P>8X8, INC.</B> </FONT></TD>
</TR>
<TR><TD VALIGN="TOP">
<FONT SIZE=3><P>By: <U>/s/                  JOE PARKINSON&#9;</U></FONT></TD>
</TR>
<TR><TD VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">Joe Parkinson</FONT></TD>
</TR>
<TR><TD VALIGN="TOP">
<FONT SIZE=3><P>Chairman of the Board And Chief Executive Officer</FONT></TD>
</TR>
</TABLE>
</P>

<FONT SIZE=3><P ALIGN="JUSTIFY">Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed below by the following
persons on the dates indicated in the capacities indicated. </P>
</FONT>
<TABLE BORDER CELLSPACING=3 BORDERCOLOR="#c0c0c0" CELLPADDING=7 WIDTH=661>
<TR><TD WIDTH="39%" VALIGN="MIDDLE" HEIGHT=34>
<B><FONT SIZE=3><P>Signature</B></FONT></TD>
<TD WIDTH="37%" VALIGN="MIDDLE" HEIGHT=34>
<B><FONT SIZE=3><P>Title</B></FONT></TD>
<TD WIDTH="24%" VALIGN="MIDDLE" HEIGHT=34>
<B><FONT SIZE=3><P>Date</B></FONT></TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<U><FONT SIZE=3><P ALIGN="CENTER">/s/ </FONT><FONT SIZE=2>JOE
PARKINSON</FONT><FONT SIZE=3>&#9;<BR>
</U></FONT><FONT SIZE=2>Joe Parkinson</FONT></TD>
<TD WIDTH="37%" VALIGN="TOP">
<FONT SIZE=2><P>Chairman of the Board and Chief Executive Officer (Principal
Executive Officer)</FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">January 30, 2002</FONT></TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<U><FONT SIZE=3><P ALIGN="CENTER">/s/ </FONT><FONT SIZE=2>DAVID M.
STOLL</FONT><FONT SIZE=3>&#9;<BR>
</U></FONT><FONT SIZE=2>David M. Stoll</FONT></TD>
<TD WIDTH="37%" VALIGN="TOP">
<FONT SIZE=2><P>Chief Financial Officer and Vice President, Finance (Principal
Financial and Accounting Officer)</FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">January 30, 2002</FONT></TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<U><FONT SIZE=3><P ALIGN="CENTER">/s/ </FONT><FONT SIZE=2>BRYAN R.
MARTIN</FONT><FONT SIZE=3> &#9;<BR>
</U></FONT><FONT SIZE=2>Bryan R. Martin</FONT></TD>
<TD WIDTH="37%" VALIGN="TOP">
<FONT SIZE=3><P>President, Chief Operating Officer and Director</FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">January 30, 2002</FONT></TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<U><FONT SIZE=3><P ALIGN="CENTER">&#9;<BR>
</U></FONT><FONT SIZE=2>Bernd Girod</FONT></TD>
<TD WIDTH="37%" VALIGN="TOP">
<FONT SIZE=3><P>Director</FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<U><FONT SIZE=3><P ALIGN="CENTER">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;*&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#9;<BR>
</U></FONT><FONT SIZE=2>Guy L. Hecker Jr.</FONT></TD>
<TD WIDTH="37%" VALIGN="TOP">
<FONT SIZE=3><P>Director</FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">January 30, 2002</FONT></TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<U><FONT SIZE=3><P ALIGN="CENTER">&#9;<BR>
</U></FONT><FONT SIZE=2>Christos Lagomichos</FONT></TD>
<TD WIDTH="37%" VALIGN="TOP">
<FONT SIZE=3><P>Director</FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<U><FONT SIZE=3><P ALIGN="CENTER">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;*&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#9;<BR>
</U></FONT><FONT SIZE=2>William Tai</FONT></TD>
<TD WIDTH="37%" VALIGN="TOP">
<FONT SIZE=3><P>Director</FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">January 30, 2002</FONT></TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<U><FONT SIZE=3><P ALIGN="CENTER">*By:</U>  <U>/s/ </FONT><FONT SIZE=2>DAVID M.
STOLL</FONT><FONT SIZE=3>&#9;<BR>
</U></FONT><FONT SIZE=2>David M. Stoll</P>
</FONT><FONT SIZE=3><P ALIGN="CENTER">Attorney-in-Fact</FONT></TD>
<TD WIDTH="37%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="24%" VALIGN="TOP">&nbsp;</TD>
</TR>
</TABLE>

<FONT SIZE=3>
<P>&nbsp;</P></FONT>
<TABLE BORDER CELLSPACING=3 BORDERCOLOR="#c0c0c0" CELLPADDING=7 WIDTH=649>
<TR><TD VALIGN="BOTTOM" COLSPAN=2>
<B><FONT SIZE=3><P ALIGN="CENTER">INDEX TO EXHIBITS</P>
<P ALIGN="CENTER"></B></FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="MIDDLE" HEIGHT=47>
<B><FONT SIZE=3><P ALIGN="CENTER">Exhibit No.</B></FONT></TD>
<TD WIDTH="87%" VALIGN="MIDDLE" HEIGHT=47>
<B><FONT SIZE=3><P>Description</B></FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP" HEIGHT=67>
<FONT SIZE=3><P>4.1</FONT></TD>
<TD WIDTH="87%" VALIGN="TOP" HEIGHT=67>
<FONT SIZE=3><P>Form of Amendment No.1 to the Series A and Series B Warrants,
dated as of December&nbsp;17, 2001, by and among 8x8, Inc., Fisher Capital Ltd.
and Wingate Capital Ltd. (Incorporated by reference from Exhibit&nbsp;4.1 of the
Current Report on Form&nbsp;8-K filed on December&nbsp;17, 2001)</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP" HEIGHT=67>
<FONT SIZE=3><P>4.2</FONT></TD>
<TD WIDTH="87%" VALIGN="TOP" HEIGHT=67>
<FONT SIZE=3><P>Registration Rights Agreement, dated as of December&nbsp;13,
2001, by and among 8x8, Inc., Fisher Capital Ltd. and Wingate Capital Ltd.
(Incorporated by reference from Exhibit&nbsp;4.2 of the Current Report on
Form&nbsp;8-K filed on December&nbsp;17, 2001)</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP" HEIGHT=67>
<FONT SIZE=3><P>10.1</FONT></TD>
<TD WIDTH="87%" VALIGN="TOP" HEIGHT=67>
<FONT SIZE=3><P>Redemption and Exchange Agreement, dated as of December&nbsp;13,
2001, by and among 8x8, Inc., Fisher Capital Ltd. and Wingate Capital Ltd.
(Incorporated by reference from Exhibit&nbsp;10.1 of the Current Report on
Form&nbsp;8-K/A filed on January&nbsp;30, 2002)</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=3><P>5.1</FONT></TD>
<TD WIDTH="87%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=3><P>Opinion of Wilson, Sonsini, Goodrich &amp; Rosati, Professional
Corporation</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=3><P>23.1</FONT></TD>
<TD WIDTH="87%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=3><P>Consent of PricewaterhouseCoopers LLP, Independent
Accountants</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=3><P>23.2</FONT></TD>
<TD WIDTH="87%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=3><P>Consent of Counsel (included as Exhibit&nbsp;5.1)</FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=3><P>23.3</FONT></TD>
<TD WIDTH="87%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=3><P>Consent of Financial Strategies Consulting Group, LLC,
Independent Appraisers</Font></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=3><P>23.4</FONT></TD>
<TD WIDTH="87%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=3><P>Consent of American Appraisal Associates, Independent
Appraisers</Font></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=3><P>24.1</FONT></TD>
<TD WIDTH="87%" VALIGN="TOP" HEIGHT=33>
<FONT SIZE=3><P>Power of Attorney (previously filed)</FONT></TD>
</TR>
</TABLE>

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<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>exh5-1.htm
<DESCRIPTION>OPINION
<TEXT>
<HTML>
<HEAD>
<TITLE>013002 S3A Exhibit 5.1</TITLE>
</HEAD>
<BODY LINK="#0000ff" VLINK="#800080" BGCOLOR="#ffffff">
<font FACE="Times New Roman" SIZE="3">

<FONT SIZE=3><P ALIGN="JUSTIFY"></P>
<B><P ALIGN="CENTER">EXHIBIT 5.1</P>
</B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">January 30, 2002 </P>
<P ALIGN="JUSTIFY">8x8, Inc.<br>
                   2445 Mission College Blvd.<br>
                   Santa Clara, CA 95054 </P>
<B><P ALIGN="JUSTIFY">RE: Registration Statement On Form S-3/A2 </P>
</B><P ALIGN="JUSTIFY">Ladies and Gentlemen: </P>
<P ALIGN="JUSTIFY">We have examined the registration statement on Form&nbsp;S-3
to be filed by you with the Securities and Exchange Commission on or about
January 30, 2002 (the &quot;Registration Statement&quot;), in connection with
the registration under the Securities Act of 1933, of shares of Common Stock, to
be sold by certain stockholders listed in the Registration Statement.  As your
counsel, we have examined the transactions taken and proposed to be taken in
connection with the sale of such shares by such stockholders in the manner set
forth in the Registration Statement. </P>
<P ALIGN="JUSTIFY">It is our opinion that the shares are legally and validly
issued, fully paid and nonassessable. </P>
<P ALIGN="JUSTIFY">We are opining herein as to the effect on the subject
transaction only of the federal laws of the United States, the General
Corporation Law of the State of Delaware, and the internal laws of the State of
California, and we express no opinion with respect to the applicability thereto,
or the effect thereon, of the laws of any other jurisdiction or, in the case of
Delaware, any other laws or as to any matters of municipal law or the laws of
any other local agencies within the state.</P>
<P ALIGN="JUSTIFY">We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement, including the Prospectus constituting a
part thereof, and any amendment thereto. </P></FONT>
<P ALIGN="RIGHT"><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=349>
<TR><TD VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">Very truly yours, </FONT></TD>
</TR>
<TR><TD VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="JUSTIFY">/s/ WILSON, SONSINI, GOODRICH &amp;  ROSATI</B><br>
                                Wilson Sonsini Goodrich &amp; Rosati<br>
                                Professional Corporation</FONT></TD>
</TR>
</TABLE>
</P>

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<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>5
<FILENAME>exh23-1.htm
<DESCRIPTION>CONSENT
<TEXT>
<HTML>
<HEAD>
<TITLE>013002 S3A Exhibit 23.1</TITLE>
</HEAD>
<BODY LINK="#0000ff" VLINK="#800080" BGCOLOR="#ffffff">
<font FACE="Times New Roman" SIZE="3">



<FONT SIZE=3><P ALIGN="JUSTIFY">&nbsp;</P>
<B><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">EXHIBIT 23.1</P>
<P ALIGN="CENTER">CONSENT OF INDEPENDENT ACCOUNTANTS </P>
</B><P ALIGN="JUSTIFY">We hereby consent to the incorporation by reference in
this Registration Statement on Form&nbsp;S-3 of our report<B> </B>dated
May&nbsp;4, 2001 relating to the financial statements and financial statement
schedule, which appears in 8x8, Inc.'s (formerly Netergy Networks, Inc.) Annual
Report on Form&nbsp;10-K for the year ended March&nbsp;31, 2001.  We also
consent to the references to us under the headings &quot;Experts&quot; in such
Registration Statement.</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=312>
<TR><TD VALIGN="MIDDLE" HEIGHT=33>
<FONT SIZE=3><P ALIGN="JUSTIFY">/s/ PricewaterhouseCoopers LLP</FONT></TD>
</TR>
<TR><TD VALIGN="MIDDLE" HEIGHT=33>
<FONT SIZE=3><P ALIGN="JUSTIFY">San Jose, California<br>
January 30, 2002  </FONT></TD>
</TR>
</TABLE>

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<TYPE>EX-23.3
<SEQUENCE>6
<FILENAME>exh23-3.htm
<DESCRIPTION>CONSENT
<TEXT>
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<HEAD>
<TITLE>013002 S3A Exhibit 23.3</TITLE>
</HEAD>
<BODY LINK="#0000ff" VLINK="#800080" BGCOLOR="#ffffff">
<font FACE="Times New Roman" SIZE="3">



<FONT SIZE=3><P ALIGN="JUSTIFY">&nbsp;</P>
<B><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">EXHIBIT 23.3</P>
<P ALIGN="CENTER">CONSENT OF INDEPENDENT APPRAISERS </P>
</B><P ALIGN="JUSTIFY">We hereby consent to the use of our name in the "Experts"
section in the Registration Statement on Form S-3 (File No. 333-75402) filed by
8x8, Inc. </P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=312>
<TR><TD VALIGN="MIDDLE" HEIGHT=33>
<FONT SIZE=3><P ALIGN="JUSTIFY">/s/ Financial Strategies Consulting Group, LLC</FONT></TD>
</TR>
<TR><TD VALIGN="MIDDLE" HEIGHT=33>
<FONT SIZE=3><P ALIGN="JUSTIFY">Lafayette, California<br>
January 29, 2002  </FONT></TD>
</TR>
</TABLE>

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<TYPE>EX-23.4
<SEQUENCE>7
<FILENAME>exh23-4.htm
<DESCRIPTION>CONSENT
<TEXT>
<HTML>
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<TITLE>013002 S3A Exhibit 23.4</TITLE>
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<FONT SIZE=3><P ALIGN="JUSTIFY">&nbsp;</P>
<B><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">EXHIBIT 23.4</P>
<P ALIGN="CENTER">CONSENT OF INDEPENDENT APPRAISERS </P>
</B><P ALIGN="JUSTIFY">We hereby consent to the use of our name in the "Experts"
section in the Registration Statement on Form S-3 (File No. 333-75402) filed by
8x8, Inc., describing the value as: In-process research and development -
$10,100,000.00; Workforce - $200,000.00; and Goodwill - $3,481,000.00. </P></FONT>
<TR><TD VALIGN="MIDDLE" HEIGHT=33>
<FONT SIZE=3><P ALIGN="JUSTIFY"> American Appraisal Associates</FONT></TD>
</TR>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=312>
<TR><TD VALIGN="MIDDLE" HEIGHT=33>
<FONT SIZE=3><P ALIGN="JUSTIFY"><U>By:/s/  Ronald M. Goergen, President and CEO</U></FONT></TD>
</TR>
<TR><TD VALIGN="MIDDLE" HEIGHT=33>
<FONT SIZE=3><P ALIGN="JUSTIFY">Milwaukee, Wisconsin<br>
January 30, 2002  </FONT></TD>
</TR>
</TABLE>

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