This Post-Effective Amendment No. 2 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. 333-32928), 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 1,378,119 shares of Common Stock, $.01 par value (the "Common Stock"), issuable upon the conversion of convertible debt issued by 8x8 in December 1999, the exercise of a warrant that was issued in December 1999 (the "Warrant") to the convertible debt holders, or to satisfy interest obligations on the convertible debt. 8x8 issued 95,699 shares of Common Stock covered by the Registration Statement to satisfy interest obligations in June 2001. 8x8 subsequently reduced the number of shares registered to 637,549 shares in December 2001 when the convertible debt was redeemed by 8x8. In December 2002, the Warrant term expired, resulting in the Warrant's termination. 8x8 will not issue any additional shares of Common Stock. Accordingly, this Post-Effective Amendment No. 2 is being filed to remove from registration the 637,549 shares of Common Stock covered by the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect the de-registration of the 637,549 shares of 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. 2 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. 2 to the Registration Statement has been signed below by the following persons on the dates indicated in the capacities indicated.