This Post-Effective Amendment No. 1 to the Registration Statement on Form S- 3, as filed on March 21, 2000 and subsequently declared effective by the Securities and Exchange Commission (No. 333-32932), is being filed to de- register certain shares of common stock of 8x8, Inc. ("8x8"). 8x8 previously registered, pursuant to the Registration Statement, the resale of up to 63,737 shares of Common Stock, $.01 par value (the "Common Stock"), issuable upon exercise of a warrant that was issued by us in December 1999 (the "Warrant"). In December 2002, the Warrant term expired, resulting in the Warrant's termination. 8x8 did not issue any of the shares of Common Stock covered by the Registration Statement and will not issue any such shares of Common Stock. Accordingly, this Post-Effective Amendment is being filed to remove from registration all of the Common Stock covered by the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect the de-registration of the Common Stock.

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 S-3 and has duly caused this Post Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on December 20, 2002.

Pursuant to the requirements of the Securities Act of 1933, this Post Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons on the dates indicated in the capacities indicated.