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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1, 2005

CHORDIANT SOFTWARE, INC.

(Exact name of Registrant as specified in its charter)

Delaware	93-1051328
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

Commission file number:

000-29357

20400 Stevens Creek Boulevard, Suite 400
Cupertino, CA    95014
(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (408) 517-6100

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.01. Changes in Registrant's Certifying Accountant.

(b) New Independent Registered Public Accounting Firm

Effective July 1, 2005, the Audit Committee of Chordiant Software, Inc. ("Chordiant") engaged BDO Seidman, LLP ("BDO Seidman") as Chordiant's new independent registered public accounting firm.

During Chordiant's two most recently completed fiscal years, which ended December 31, 2003 and September 30, 2004, and through the subsequent interim period, neither Chordiant nor anyone on its behalf consulted BD Seidman regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on Chordiant's financial statements, nor has BDO Seidman provided to Chordiant a written report or oral advice regarding such principles or audit opinion; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable event (as described in Item 304(a) (1)(v) of Regulation S-K).

Chordiant requested that BDO Seidman review this filing and provided BDO Seidman with the opportunity to furnish Chordiant with a letter addressed to the SEC containing any new information, clarification of Chordiant's expression of its views, or the respects in which it does not agree with the statements made by Chordiant in this filing. BDO Seidman has advised Chordiant that it has reviewed this filing and has no basis on which to submit a letter addressed to the SEC in response to Item 304 of Regulation S-K.

This amendment is being filed to report that the Company has authorized PricewaterhouseCoopers LLP ("PwC"), its former independent registered pubic accounting firm, to respond fully to the inquiries of BDO Seidman, LLP, Chordiant's current registered public accounting firm, concerning the subject matter of each reportable event disclosed in accordance with Item 304(a)(1)(v) of Regulation S-K in its current report on Form 8-K filed with the Securities and Exchange Commission on May 25, 2005.
 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Chordiant Software, Inc.

Date: July 27, 2005 By: /s/ George de Urioste George de Urioste Chief Operating Officer and Chief Financial Officer

CORRESP

[Chordiant Software, Inc. Letterhead]

July 27, 2005

Via EDGAR and FedEx
Mr. Stephen Kirkorian
Accounting Branch Chief
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
 

Re:  Chordiant Software, Inc.
        File No. 000-29357
        Amendment No. 1 to Form 8-K

Dear Mr. Kirkorian:

    We are transmitting herewith for filing Amendment No. 1 (the "Amendment") to the Current Report on Form 8-K, File No. 000-29357 (the "Form 8-K"), of Chordiant Software, Inc. (the "Company") marked to show the changes made to the Current Report filed with the Securities and Exchange Commission (the "Commission") on July 1, 2005.

    The Amendment is being filed in response to comments received from the staff of the Commission (the "Staff") by letter dated July 22, 2005 with respect to the Current Reports filed on Form 8-K on May 24, 2005 and July 1, 2005 (the "Comment Letter"). The numbering of the paragraph below corresponds to the numbering of the comment contained in the Comment Letter, which we have incorporated into this response letter.

Form 8-Ks filed May 24, 2005 and July 1, 2005

1. We note that effective July 1, 2005 you engaged new accountants. Confirm to us whether the Company has authorized the former accountant to respond fully to the inquiries of the successor accountant concerning the subject matter of each reportable event in accordance with Item 304(a)(1)(v) of Regulation S-K.

    The Company has amended its Form 8-K in response to the Staff's comment. The Company confirms that it has authorized its former accountant to respond fully to the inquiries of its successor accountant concerning the subject matter of each reportable event in accordance with Item 304(a)(1)(v) of Regulation S-K.

    As directed in the Comment Letter, the Company is acknowledging that:
 

* Chordiant is responsible for the adequacy and accuracy of the disclosure in the Form 8-K and the Amendment;
* Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Form 8-K and the Amendment; and
* Chordiant may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 

* * * * *
 

    Please do not hesitate to call the undersigned at (408) 517-6267 if you have any questions or would like additional information.
 

Sincerely,

/s/George de Urioste

George de Urioste
Chief Operating Officer and Chief Financial Officer



cc: Mr. Morgan Youngwood
Nancy Wojtas, Esq.

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