content: As filed with the Securities and Exchange Commission on May 27, 2003
                                                      Registration No. 333 - _____
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                   --------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             The Securities Act of 1933
  
                                   --------------
  
                                   E.PIPHANY, INC.
               (Exact name of Registrant as specified in its charter)
  
                                   --------------
  
               Delaware                                           77-0443392
    (State or other jurisdiction                               (I.R.S. Employer
  of incorporation or organization)                         Identification Number)
  
                        1900 South Norfolk Street, Suite 310
                             San Mateo, California 94403
     (Address, including zip code, of Registrant's principal executive offices)
  
                                   --------------
  
                                   1999 Stock Plan
                              (Full title of the Plan)
  
                                   --------------
  
                                   Roger S. Siboni
                        President and Chief Executive Officer
                                   E.piphany, Inc.
                        1900 South Norfolk Street, Suite 310
                             San Mateo, California 94403
                                   (650) 356-3800
  (Name, address, and telephone number, including area code, of agent for service)
  
                                   --------------
  
                                      Copy to:
                                Aaron J. Alter, Esq.
                          Wilson Sonsini Goodrich & Rosati
                              Professional Corporation
                                 650 Page Mill Road
                             Palo Alto, California 94304
                                   (650) 493-9300
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ===========================================================================================
                                                    Proposed       Proposed
                                    Amount          maximum         maximum      Amount of
     Title of securities to          to be       offering price    aggregate    registration
         be registered          registered (1)     per share    offering price      fee
  -------------------------------------------------------------------------------------------
  <S>                          <C>                <C>           <C>              <C>
  Common Stock Issuable
  under 1999 Stock Plan....... 2,912,805 shares   $   4.265(2)  $12,423,113(2)   $ 1,005
  -------------------------------------------------------------------------------------------
  Total.....................   2,912,805 shares                                  $ 1,005
  
  ===========================================================================================
  </TABLE>
  
  (1)  This registration statement shall also cover any additional shares of
       common stock which become issuable 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 the
       outstanding shares of common stock.
  (2)  The proposed maximum offering price per share was determined pursuant to
       Rule 457(h) under the Securities Act of 1933 to be equal to $4.265 per
       share, the average of the high and low price of the Registrant's common
       stock as reported on the Nasdaq Stock Market on May 19, 2003.
  
  ================================================================================
  <PAGE>
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Explanatory Note:
  
        This registration statement is filed with respect to additional shares of
  common stock that may be issued under the Registrant's 1999 Stock Plan as a
  result of certain automatic annual increases in the number of authorized shares
  reserved for issuance under this plan.
  
  Item 3.  Incorporation of Documents by Reference
  
        The following documents and information filed with the Securities and
  Exchange Commission (the "Commission") by the Registrant are incorporated herein
  by reference:
  
        1.    The Registrant's Annual Report on Form 10-K for the year ended
              December 31, 2002 (SEC File No. 000-27183), filed with the
              Commission on March 27, 2003.
  
        2.    The Registrant's Quarterly Report on Form 10-Q for the quarter ended
              March 31, 2003, filed with the Commission on May 15, 2003.
  
        3.    The Registrant's Current Report on Form 8-K to furnish the first
              quarter 2003 earnings release, filed with the Commission on April
              21, 2003.
  
        4.    The description of the Registrant's common stock as set forth in the
              registration statement filed by the Company on Form 8-A, as declared
              effective by the Commission on August 30, 1999.
  
        All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
  14 and 15(d) of the Exchange Act of 1934 after the date hereof, and prior to the
  filing of a post-effective amendment which indicates that all securities offered
  have been sold or which deregisters all securities then remaining unsold, shall
  be deemed to be incorporated by reference herein and to be part hereof from the
  date of filing of such documents.
  
  Item 4.  Description of Securities
  
        Not applicable.
  
  Item 5.  Interests of Named Experts and Counsel
  
        Not applicable.
  
  Item 6.  Indemnification of Directors and Officers
  
        Section 145 of the Delaware General Corporation Law permits a corporation
  to include in its charter documents, and in agreements between the corporation
  and its directors and officers, provisions expanding the scope of
  indemnification beyond that specifically provided by the current law.
  
        Article IX of the Registrant's Restated Certificate of Incorporation
  provides for the indemnification of directors to the fullest extent permissible
  under Delaware law.
  
        Article VI of the Registrant's Bylaws provides for the indemnification of
  officers, directors and third parties acting on behalf of the Registrant if such
  person acted in good faith and in a manner reasonably believed to be in and not
  opposed to the best interest of the Registrant, and, with respect to any
  criminal action or proceeding, the indemnified party had no reason to believe
  his or her conduct was unlawful.
  
  
                                        II-1
  <PAGE>
  
        The Registrant has entered into indemnification agreements with its
  directors and executive officers, in addition to indemnification provided for in
  the Registrant's Bylaws, and intends to enter into indemnification agreements
  with any new directors and executive officers in the future.
  
  Item 7.  Exemption From Registration Claimed
  
        Not applicable.
  
  Item 8.  Exhibits
  
           Exhibit
           Number                               Document
          ---------  -------------------------------------------------------------
             5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                     Corporation ("WSGR"), with respect to the legality of the
                     securities being registered
            10.1*    Registrant's 1999 Stock Plan
            23.1     Consent of Ernst & Young LLP, Independent Auditors
            23.2     Statement Regarding Consent of Arthur Andersen LLP
            23.3     Consent of WSGR (contained in Exhibit 5.1)
            24.1     Power of Attorney (see page 4)
  
  ----------
  (*)   Previously filed as an exhibit to Registrant's Annual Report on Form 10-K
        for the year ended December 31, 2001 (File No. 000-27183), filed with the
        Commission on March 6, 2002.
  
  Item 9.  Undertakings
  
        (a) The undersigned Registrant hereby undertakes:
  
              (1) To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement 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.
  
              (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, 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.
  
              (3) To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
        (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 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.
  
        (c) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the items described in Item 6 of Part II
  of this registration statement, or otherwise, the Registrant has been advised
  that in the opinion of the Securities and Exchange Commission 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
  
  
                                        II-2
  <PAGE>
  
  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.
  
  
                                        II-3
  <PAGE>
  
                                     SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, the
  Registrant, E.piphany, Inc., certifies that it has reasonable grounds to believe
  that it meets all of the requirements for filing on Form S-8 and has duly caused
  this registration statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the city of San Mateo, state of California, on May
  27, 2003.
  
                                            E.piphany, Inc.
  
                                            By: /s/ ROGER S. SIBONI
                                                --------------------------
                                                Roger S. Siboni
                                                President, Chief Executive Officer
                                                and Chairman of the Board
  
                                  POWER OF ATTORNEY
  
        KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature
  appears below constitutes and appoints Roger S. Siboni and Kevin J. Yeaman and
  each of them, acting individually, as his attorney-in-fact, with full power of
  substitution, for him or her and in any and all capacities, to sign any and all
  amendments to this registration statement (including post-effective amendments)
  and to file the same, with all exhibits thereto and other documents in
  connection therewith, with the Securities and Exchange Commission, hereby
  ratifying and confirming our signatures as they may be signed by our said
  attorney to any and all amendments to the registration statement.
  
        Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
        Signature                           Title                         Date
  ------------------------    -----------------------------------     ------------
  
  /s/ ROGER S. SIBONI         President, Chief Executive Officer      May 27, 2003
  -------------------            and Chairman of the Board
  Roger S. Siboni                (Principal Executive Officer)
  
  /s/ KEVIN J. YEAMAN         Chief Financial Officer                 May 27, 2003
  -------------------            (Principal Financial and
  Kevin J. Yeaman                Accounting Officer)
  
  /s/ PAUL M. HAZEN           Director                                May 27, 2003
  -----------------
  Paul M. Hazen
  
  /s/ ROBERT L. JOSS          Director                                May 27, 2003
  ------------------
  Robert L. Joss
  
  /s/ SAM H. LEE              Director                                May 27, 2003
  --------------
  Sam H. Lee
  
  /s/ DOUGLAS J. MACKENZIE    Director                                May 27, 2003
  ------------------------
  Douglas J. Mackenzie
  
  /s/ JENNY J. MING           Director                                May 27, 2003
  -----------------
  Jenny J. Ming
  
  
                                        II-4
  <PAGE>
  
                                  INDEX TO EXHIBITS
  
    Exhibit
    Number                                   Document
  ----------  --------------------------------------------------------------------
      5.1     Opinion of WSGR with respect to the legality of the securities being
              registered
     10.1*    Registrant's 1999 Stock Plan
     23.1     Consent of Ernst & Young LLP, Independent Auditors
     23.2     Statement Regarding Consent of Arthur Andersen LLP
     23.3     Consent of WSGR (contained in Exhibit 5.1)
     24.1     Power of Attorney (see page 4)
  
  ----------
  (*)   Previously filed as an exhibit to Registrant's Annual Report on Form 10-K
        for the year ended December 31, 2001 (File No. 000-27183), filed with the
        Commission on March 6, 2002.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "d12657.txt", "secsgml_size_bytes": 14764}]
metadata_filer: {"company-data": {"conformed-name": "E PIPHANY INC", "cik": "0001089613", "assigned-sic": "7389", "irs-number": "770443392", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105583", "film-number": "03720202"}, "business-address": {"street1": "1900 S NORFOLK ST", "street2": "SUITE 310", "city": "SAN MATEO", "state": "CA", "zip": "94403", "phone": "6504962430"}}
text: As filed with the Securities and Exchange Commission on May 27, 2003
                                                      Registration No. 333 - _____
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                   --------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             The Securities Act of 1933
  
                                   --------------
  
                                   E.PIPHANY, INC.
               (Exact name of Registrant as specified in its charter)
  
                                   --------------
  
               Delaware                                           77-0443392
    (State or other jurisdiction                               (I.R.S. Employer
  of incorporation or organization)                         Identification Number)
  
                        1900 South Norfolk Street, Suite 310
                             San Mateo, California 94403
     (Address, including zip code, of Registrant's principal executive offices)
  
                                   --------------
  
                                   1999 Stock Plan
                              (Full title of the Plan)
  
                                   --------------
  
                                   Roger S. Siboni
                        President and Chief Executive Officer
                                   E.piphany, Inc.
                        1900 South Norfolk Street, Suite 310
                             San Mateo, California 94403
                                   (650) 356-3800
  (Name, address, and telephone number, including area code, of agent for service)
  
                                   --------------
  
                                      Copy to:
                                Aaron J. Alter, Esq.
                          Wilson Sonsini Goodrich & Rosati
                              Professional Corporation
                                 650 Page Mill Road
                             Palo Alto, California 94304
                                   (650) 493-9300
  
                           CALCULATION OF REGISTRATION FEE
  ===========================================================================================
                                                    Proposed       Proposed
                                    Amount          maximum         maximum      Amount of
     Title of securities to          to be       offering price    aggregate    registration
         be registered          registered (1)     per share    offering price      fee
  -------------------------------------------------------------------------------------------
  Common Stock Issuable
  under 1999 Stock Plan....... 2,912,805 shares   $   4.265(2)  $12,423,113(2)   $ 1,005
  -------------------------------------------------------------------------------------------
  Total.....................   2,912,805 shares                                  $ 1,005
  
  ===========================================================================================
  (1)  This registration statement shall also cover any additional shares of
       common stock which become issuable 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 the
       outstanding shares of common stock.
  (2)  The proposed maximum offering price per share was determined pursuant to
       Rule 457(h) under the Securities Act of 1933 to be equal to $4.265 per
       share, the average of the high and low price of the Registrant's common
       stock as reported on the Nasdaq Stock Market on May 19, 2003.
  
  ================================================================================
  PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Explanatory Note:
  
        This registration statement is filed with respect to additional shares of
  common stock that may be issued under the Registrant's 1999 Stock Plan as a
  result of certain automatic annual increases in the number of authorized shares
  reserved for issuance under this plan.
  
  Item 3.  Incorporation of Documents by Reference
  
        The following documents and information filed with the Securities and
  Exchange Commission (the "Commission") by the Registrant are incorporated herein
  by reference:
  
        1.    The Registrant's Annual Report on Form 10-K for the year ended
              December 31, 2002 (SEC File No. 000-27183), filed with the
              Commission on March 27, 2003.
  
        2.    The Registrant's Quarterly Report on Form 10-Q for the quarter ended
              March 31, 2003, filed with the Commission on May 15, 2003.
  
        3.    The Registrant's Current Report on Form 8-K to furnish the first
              quarter 2003 earnings release, filed with the Commission on April
              21, 2003.
  
        4.    The description of the Registrant's common stock as set forth in the
              registration statement filed by the Company on Form 8-A, as declared
              effective by the Commission on August 30, 1999.
  
        All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
  14 and 15(d) of the Exchange Act of 1934 after the date hereof, and prior to the
  filing of a post-effective amendment which indicates that all securities offered
  have been sold or which deregisters all securities then remaining unsold, shall
  be deemed to be incorporated by reference herein and to be part hereof from the
  date of filing of such documents.
  
  Item 4.  Description of Securities
  
        Not applicable.
  
  Item 5.  Interests of Named Experts and Counsel
  
        Not applicable.
  
  Item 6.  Indemnification of Directors and Officers
  
        Section 145 of the Delaware General Corporation Law permits a corporation
  to include in its charter documents, and in agreements between the corporation
  and its directors and officers, provisions expanding the scope of
  indemnification beyond that specifically provided by the current law.
  
        Article IX of the Registrant's Restated Certificate of Incorporation
  provides for the indemnification of directors to the fullest extent permissible
  under Delaware law.
  
        Article VI of the Registrant's Bylaws provides for the indemnification of
  officers, directors and third parties acting on behalf of the Registrant if such
  person acted in good faith and in a manner reasonably believed to be in and not
  opposed to the best interest of the Registrant, and, with respect to any
  criminal action or proceeding, the indemnified party had no reason to believe
  his or her conduct was unlawful.
  
                                        II-1
  The Registrant has entered into indemnification agreements with its
  directors and executive officers, in addition to indemnification provided for in
  the Registrant's Bylaws, and intends to enter into indemnification agreements
  with any new directors and executive officers in the future.
  
  Item 7.  Exemption From Registration Claimed
  
        Not applicable.
  
  Item 8.  Exhibits
  
           Exhibit
           Number                               Document
          ---------  -------------------------------------------------------------
             5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                     Corporation ("WSGR"), with respect to the legality of the
                     securities being registered
            10.1*    Registrant's 1999 Stock Plan
            23.1     Consent of Ernst & Young LLP, Independent Auditors
            23.2     Statement Regarding Consent of Arthur Andersen LLP
            23.3     Consent of WSGR (contained in Exhibit 5.1)
            24.1     Power of Attorney (see page 4)
  
  ----------
  (*)   Previously filed as an exhibit to Registrant's Annual Report on Form 10-K
        for the year ended December 31, 2001 (File No. 000-27183), filed with the
        Commission on March 6, 2002.
  
  Item 9.  Undertakings
  
        (a) The undersigned Registrant hereby undertakes:
  
              (1) To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement 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.
  
              (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, 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.
  
              (3) To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
        (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 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.
  
        (c) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the items described in Item 6 of Part II
  of this registration statement, or otherwise, the Registrant has been advised
  that in the opinion of the Securities and Exchange Commission 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
  
                                        II-2
  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.
  
                                        II-3
  SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, the
  Registrant, E.piphany, Inc., certifies that it has reasonable grounds to believe
  that it meets all of the requirements for filing on Form S-8 and has duly caused
  this registration statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the city of San Mateo, state of California, on May
  27, 2003.
  
                                            E.piphany, Inc.
  
                                            By: /s/ ROGER S. SIBONI
                                                --------------------------
                                                Roger S. Siboni
                                                President, Chief Executive Officer
                                                and Chairman of the Board
  
                                  POWER OF ATTORNEY
  
        KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature
  appears below constitutes and appoints Roger S. Siboni and Kevin J. Yeaman and
  each of them, acting individually, as his attorney-in-fact, with full power of
  substitution, for him or her and in any and all capacities, to sign any and all
  amendments to this registration statement (including post-effective amendments)
  and to file the same, with all exhibits thereto and other documents in
  connection therewith, with the Securities and Exchange Commission, hereby
  ratifying and confirming our signatures as they may be signed by our said
  attorney to any and all amendments to the registration statement.
  
        Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
        Signature                           Title                         Date
  ------------------------    -----------------------------------     ------------
  
  /s/ ROGER S. SIBONI         President, Chief Executive Officer      May 27, 2003
  -------------------            and Chairman of the Board
  Roger S. Siboni                (Principal Executive Officer)
  
  /s/ KEVIN J. YEAMAN         Chief Financial Officer                 May 27, 2003
  -------------------            (Principal Financial and
  Kevin J. Yeaman                Accounting Officer)
  
  /s/ PAUL M. HAZEN           Director                                May 27, 2003
  -----------------
  Paul M. Hazen
  
  /s/ ROBERT L. JOSS          Director                                May 27, 2003
  ------------------
  Robert L. Joss
  
  /s/ SAM H. LEE              Director                                May 27, 2003
  --------------
  Sam H. Lee
  
  /s/ DOUGLAS J. MACKENZIE    Director                                May 27, 2003
  ------------------------
  Douglas J. Mackenzie
  
  /s/ JENNY J. MING           Director                                May 27, 2003
  -----------------
  Jenny J. Ming
  
                                        II-4
  INDEX TO EXHIBITS
  
    Exhibit
    Number                                   Document
  ----------  --------------------------------------------------------------------
      5.1     Opinion of WSGR with respect to the legality of the securities being
              registered
     10.1*    Registrant's 1999 Stock Plan
     23.1     Consent of Ernst & Young LLP, Independent Auditors
     23.2     Statement Regarding Consent of Arthur Andersen LLP
     23.3     Consent of WSGR (contained in Exhibit 5.1)
     24.1     Power of Attorney (see page 4)
  
  ----------
  (*)   Previously filed as an exhibit to Registrant's Annual Report on Form 10-K
        for the year ended December 31, 2001 (File No. 000-27183), filed with the
        Commission on March 6, 2002.