Edgar Filing: 8X8 INC /DE/

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

SCHEDULE 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934

(Amendment No. 4)

8X8, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

282914100

(CUSIP Number)

DECEMBER 31, 2007

(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).




CUSIP No.	282914100	SCHEDULE 13G	Page	2	of	13



1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Riverview Group LLC 11-3485705
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 3,659,624 (See Item 4)
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 3,659,624 (See Item 4)



9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,659,624 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6% (See Item 4)
12	TYPE OF REPORTING PERSON OO




CUSIP No.	282914100	SCHEDULE 13G	Page	3	of	13



1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Millenco LLC 13-3532932
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 44,538 (See Item 4)
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 44,538 (See Item 4)



9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,538 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% (See Item 4)
12	TYPE OF REPORTING PERSON OO, BD




CUSIP No.	282914100	SCHEDULE 13G	Page	4	of	13



1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Integrated Holding Group LP 13-3631307
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 3,659,624 (See Item 4)
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 3,659,624 (See Item 4)



9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,659,624 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6% (See Item 4)
12	TYPE OF REPORTING PERSON PN




CUSIP No.	282914100	SCHEDULE 13G	Page	5	of	13



1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Millennium Management LLC 13-3804139
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 3,704,162 (See Item 4)
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 3,704,162 (See Item 4)



9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,704,162 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6% (See Item 4)
12	TYPE OF REPORTING PERSON OO




CUSIP No.	282914100	SCHEDULE 13G	Page	6	of	13



1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Israel A. Englander
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 3,704,162 (See Item 4)
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 3,704,162 (See Item 4)



9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,704,162 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6% (See Item 4)
12	TYPE OF REPORTING PERSON IN




CUSIP No.	282914100	SCHEDULE 13G	Page	7	of	13



Item 1.
	(a)	Name of Issuer:

		8x8, Inc., a Delaware corporation (the "Company").

	(b)	Address of Issuer’s Principal Executive Offices:

		3151 Jay Street Santa Clara, California 95054

Item 2.	(a)	Name of Person Filing:
	(b)	Address of Principal Business Office:
	(c)	Citizenship:

		Riverview Group LLC c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware

		Millenco LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware

		Integrated Holding Group LP c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware

		Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware

		Israel A. Englander c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: United States

	(d)	Title of Class of Securities:

		common stock, par value $0.001 per share ("Common Stock")

	(e)	CUSIP Number:

		282914100

Item 3.		If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:




CUSIP No.	282914100	SCHEDULE 13G	Page	8	of	13


(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount Beneficially Owned:

As of the date of this filing: i) Riverview Group LLC, a Delaware limited liability company ("Riverview") beneficially owned 3,659,624 shares of Common Stock currently issuable to Riverview upon the exercise of warrants ("Warrants") and ii) Millenco LLC, a Delaware limited liability company ("Millenco") (formerly known as Millenco, L.P.), beneficially owned 44,538 shares of Common Stock.

The number of shares of Common Stock into which the Warrants are exercisable is limited pursuant to the terms of the Warrants to that number of shares of Common Stock which would result in Riverview having beneficial ownership of not more than 9.99% of the total issued and outstanding shares of Common Stock.

Riverview has an open short position of 1,255,800 shares of Common Stock, which position is not netted against the data provided herein for the purpose of determining the number of shares beneficially owned by any of the Reporting Persons.

The managing member of Riverview is Integrated Holding Group LP, a Delaware limited partnership ("Integrated Holding Group") which consequently may be deemed to have shared voting control and investment discretion over securities owned by Riverview. Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the managing partner of Integrated Holding Group and the manager of Millenco, and consequently may be deemed to have shared voting control and investment discretion over securities deemed to be beneficially owned by Integrated Holding Group and Millenco, as the case may be. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management and consequently may be deemed to have shared voting control and investment discretion over securities deemed to be beneficially owned by Millennium Management. The foregoing should not be construed in and of itself as an admission by any of Integrated Holding Group, Millennium Management or Mr. Englander as to beneficial ownership of the shares owned by Riverview and Millenco.

Note: Millennium Partners, L.P., Millennium SMC LLC and Millennium SMC (Cayman), Ltd. are limited partners of Integrated Holding Group. As such, Millennium Partners, L.P., Millennium SMC LLC and Millennium SMC (Cayman) Ltd. do not have investment or voting control over Integrated Holding Group or its securities positions.




CUSIP No.	282914100	SCHEDULE 13G	Page	9	of	13

(b) Percent of Class:

5.6% (see Item 4(a) above), which percentage was calculated based on 62,067,269 shares of Common Stock outstanding as of February 1, 2008, as reported by the Company in its Form 10-Q, dated February 6, 2008.

(i) Sole power to vote or to direct the vote
   -0-

(ii) Shared power to vote or to direct the vote

   3,704,162 (See Item 4)

(iii) Sole power to dispose or to direct the disposition of

   -0-

(iv) Shared power to dispose or to direct the disposition of

   3,704,162 (See Item 4)

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the followingo .

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group

See Exhibit I.

Item 9. Notice of Dissolution of Group

Not applicable.




CUSIP No.	282914100	SCHEDULE 13G	Page	10	of	13

Item 10. Certification

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.




CUSIP No.	282914100	SCHEDULE 13G	Page	11	of	13

Exhibits:

Exhibit I: Exhibit I: Joint Filing Agreement, dated as of February 13, 2008, by and among Riverview Group LLC, Millenco LLC, Integrated Holding Group LP, Millennium Management LLC and Israel A. Englander.

CUSIP No.

282914100

SCHEDULE 13G
Page
12
of
13

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: February 13, 2008

RIVERVIEW GROUP LLC

By: Integrated Holding Group LP,
its managing member

By: Millennium Management LLC,
its managing partner

By: /s/ David Nolan
     Name: David Nolan
     Title:   Co-President

MILLENCO LLC

By: /s/ Mark Meskin
     Name: Mark Meskin
     Title:   Chief Executive Officer

INTEGRATED HOLDING GROUP LP

By: Millennium Management LLC,
its managing partner

By: /s/ David Nolan
     Name: David Nolan
     Title:   Co-President

MILLENNIUM MANAGEMENT LLC

By: /s/ David Nolan
     Name: David Nolan
     Title:   Co-President

/s/ Israel A. Englander by David Nolan
pursuant to Power of Attorney filed with
the SEC on June 6, 2005
Israel A. Englander




CUSIP No.	282914100	SCHEDULE 13G	Page	13	of	13

		EXHIBIT I

		JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of 8X8, Inc., a Delaware corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: February 13, 2008

RIVERVIEW GROUP LLC

By: Integrated Holding Group LP,
its managing member

By: Millennium Management LLC,
its managing partner

By: /s/ David Nolan
     Name: David Nolan
     Title:   Co-President

MILLENCO LLC

By: /s/ Mark Meskin
     Name: Mark Meskin
     Title:   Chief Executive Officer

INTEGRATED HOLDING GROUP LP

By: Millennium Management LLC,
its managing partner

By: /s/ David Nolan
     Name: David Nolan
     Title:   Co-President

MILLENNIUM MANAGEMENT LLC

By: /s/ David Nolan
     Name: David Nolan
     Title:   Co-President

/s/ Israel A. Englander by David Nolan
pursuant to Power of Attorney filed with
the SEC on June 6, 2005
Israel A. Englander