8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): March 3, 2005


                                  eGames, Inc.
             (Exact name of registrant as specified in its charter)


        Pennsylvania                    0-27102                23-2694937
        ------------                    -------                ----------
(State or other jurisdiction    (Commission File Number)      (IRS Employer
      of incorporation)                                     Identification No.)




2000 Cabot Blvd. West, Suite 110, Langhorne, PA                19047-1833
- -----------------------------------------------                ----------
(Address of principal executive offices)                       (Zip Code)


       Registrant's telephone number, including area code: (215) 750-6606


                    -----------------------------------------
          (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 1.01.    Entry into a Material Definitive Agreement.

On March 3, 2005, the Board of Directors of eGames, Inc. approved an amendment
(the "Amendment") to the Rights Plan dated as of June 1, 1999 between eGames and
StockTrans, Inc., as Rights Agent (the "Rights Plan"), to change the Final
Expiration Date of the Rights Plan from June 1, 2009, to March 7, 2005,
effectively terminating the Rights Plan as of March 7, 2005.

Item 3.03 Material Modifications to Rights of Security Holders

On March 3, 2005, the Board of Directors of eGames, Inc. approved an amendment
(the "Amendment") to the Rights Plan dated as of June 1, 1999 between eGames and
StockTrans, Inc., as Rights Agent (the "Rights Plan"), to change the Final
Expiration Date of the Rights Plan from June 1, 2009, to March 7, 2005,
effectively terminating the Rights Plan as of March 7, 2005.

The Rights Plan set forth the conditions for exercise of the Company's Rights to
Purchase Preferred Shares ("Rights"), which were established in order to help
assure that all shareholders received fair and equal treatment in the event the
Company was ever subject to a takeover attempt. Each outstanding share of common
stock had attached to it one Right. Under the plan, the Rights generally became
exercisable only in the event of an acquisition of 15% or more of the Company's
common stock. Prior to the amendment, the Rights were to expire on June 1, 2009.
The Rights Plan was filed as an Exhibit to Form 8-K filed with the Securities
and Exchange Commission on June 10, 1999.

The Amendment and the press release issued by eGames in connection with the
Amendment are filed as exhibits hereto and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

The following documents are filed as exhibits to this report:

4.1    First Amendment to Rights Plan, dated as of March 4, 2005, between
       eGames, Inc. and StockTrans, Inc.

99.1   Press release issued by eGames, Inc. on March 4, 2005


                                   SIGNATURES

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.

                                        eGames, Inc.


                                        By: /s/ Thomas W. Murphy
                                            ----------------------------------
                                            Thomas W. Murphy, Vice President
                                            and Chief Financial Officer
Dated: March 4, 2005




                                                                   EXHIBIT 99.1


         eGames Accelerates Termination Date of Shareholder Rights Plan

LANGHORNE, Pa., March 4, 2005 (PRIMEZONE) - eGames, Inc. (OTCBB: EGAM), a
publisher of Family Friendly(TM), affordable consumer entertainment PC software
games, today announced that the Company's Board of Directors has approved an
amendment to its shareholder Rights Plan, commonly referred to as a "poison
pill," to accelerate the expiration date from June 1, 2009 to March 7, 2005.
With this action, the Rights Plan will terminate on March 7, 2005.

The Board's decision to terminate the plan was not made in connection with any
pending business transaction.

About eGames, Inc.

eGames, Inc., headquartered in Langhorne, PA, publishes and markets a
diversified line of Family Friendly(TM), value-priced consumer entertainment PC
software games. The Company promotes the eGames(TM) brand in order to generate
customer loyalty, encourage repeat purchases and differentiate eGames software
products to retailers and consumers. eGames also publishes and markets
RealAge(R) Games & Skills, a collection of PC software activities and games
designed to help build and maintain mental sharpness. Additional information
regarding eGames, Inc. and RealAge Games & Skills can be found at www.egames.com
and www.realagegames.com. eGames -- Where the "e" is for Everybody!(R)

Forward-Looking Statement Safe Harbor:

This press release contains certain forward-looking statements, including
without limitation, statements regarding the termination of the Company's Rights
Plan, and other statements that contain the words "believes", "expects", "may"
"should" or "anticipates". The actual results achieved by the Company and the
factors that could cause actual results to differ materially from those
indicated by the forward-looking statements may be beyond the Company's control.
The Company cautions readers that the risks and uncertainties that may affect
the Company's future results and performance include, but are not limited to,
those discussed under the heading "Factors Affecting Future Performance" in the
Company's Quarterly Report on Form 10-QSB for the quarter ended December 31,
2004 and Annual Report on Form 10-KSB for the fiscal year ended June 30, 2004,
both filed with the Securities and Exchange Commission.

CONTACT: eGames, Inc.
         Jerry Klein, President & CEO
         (215) 750-6606 (Ext. 118)
         Tom Murphy, Vice President & CFO
         (215) 750-6606 (Ext. 113)

EX-4

                                                                   EXHIBIT 4.1

                         FIRST AMENDMENT TO RIGHTS PLAN

         This First Amendment (this "Amendment") to the Rights Plan, dated as of
June 1, 1999 (the "Rights Plan"), between eGames Inc., a Pennsylvania
corporation (the "Company") and StockTrans, Inc., as Rights Agent (the "Rights
Agent"), is dated as of March 4, 2005.  Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Rights Plan.

           WHEREAS, the Company and the Rights Agent previously entered into the
Rights Plan; and

           WHEREAS, pursuant to Section 27 of the Rights Plan, the Company may
from time to time supplement or amend the Rights Plan in accordance with the
terms of such Section 27.

           NOW, THEREFORE, in consideration of the foregoing premises and mutual
agreements set forth in this Amendment, the parties hereby amend the Rights Plan
as follows:

           1. The "Final Expiration Date" as defined in Section 1 of the Rights
Plan (which heretofore was June 1, 2009) is hereby amended to mean March 7,
2005.

           2. Exhibit B to the Rights Plan ("Form of Right Certificate") is
hereby amended to replace all references to "June 1, 2009" with "March 7, 2005"
in all places where such references appear.

           3. Exhibit C to the Rights Plan ("Summary of Terms") is hereby
amended to replace all references to "June 1, 2009" with "March 7, 2005" in all
places where such references appear.

           4. This Amendment shall be effective as of the date hereof and,
except as expressly set forth herein, the Rights Plan shall remain in full force
and effect and be otherwise unaffected hereby.

           5. This Amendment may be executed in any number of counterparts, each
of which, when executed, shall be deemed to be an original and all such
counterparts shall together constitute one and the same document.

           IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of the date set forth above.

                                        EGAMES, INC.

                                        By: ________________________
                                        Gerald W. Klein
                                        President and CEO

                                        STOCKTRANS, INC.

                                        By: ________________________
                                        Gina Hardin
                                        Vice President