On October 8, 2008, Chordiant Software, Inc., a Delaware corporation (the "Company") issued a press release announcing selected preliminary financial results for the fourth quarter and fiscal year ended September 30, 2008 (the "Press Release"). A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report and is incorporated in this Item 2.02 by reference.

The Press Release is furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that Section or Sections 11 or 12(a)(2) of the Securities Act of 1933, as amended.

The Company markets and sells its products to companies in several vertical markets, including the financial services and insurance markets. Due to the financial difficulties being encountered by many large banks, financial institutions and insurance companies, and the recent deterioration of economic conditions in the geographic regions that the Company operates, near term future revenues are now expected to be lower than previously anticipated. Accordingly, on October 8, 2008, the Company initiated a restructuring plan intended to align its resources and cost structure with expected near term future revenues.

The restructuring plan includes reductions in headcount and third party consultants across all functional areas in both North America and Europe. The restructuring plan includes a net reduction of approximately thirteen percent of the Company's permanent workforce. A significant portion of the positions eliminated were in North America. The plan was committed to on October 7, 2008, and employees were notified on October 8, 2008.

As a result of the cost-cutting measures, the Company estimates that it will record pre-tax cash restructuring charges, in the first quarter of fiscal year 2009, of approximately $0.8 to $0.9 million, including $0.7 to $ 0.8 million for severance costs and approximately $0.1 million for other contract termination costs. The Company anticipates that all of the aggregate charges will result in cash expenditures, the majority of which are to be paid in the first quarter of fiscal year 2009.

(d) Exhibits

Exhibit
Number    Description
99.1       Press Release dated October 8, 2008.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Company's expectation that near term future revenues will be lower than previously anticipated; and the amount, form and timing of pre-tax cash restructuring charges and cash expenditures that the Company anticipates it will record or pay. Forward-looking statements are generally identified by words such as "anticipates," "estimates," "plans," "expects," "guidance," and similar expressions. There are a number of important factors that could cause the results or outcomes discussed herein to differ materially from those indicated by these forward-looking statements. Such risks and uncertainties include, but are not limited to, fluctuations in customer spending, particularly in the banking and insurance/healthcare industries, due to consolidation, economic, geopolitical and other factors; our dependence on a small number of customers for a substantial portion of our revenue; and the success of the Company's efforts to negotiate severance arrangements and contract terminations within established parameters. These and other risks are set forth in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2007, Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, and subsequent SEC filings. These filings are available on a website maintained by the Securities and Exchange Commission at http://www.sec.gov. The forward-looking statements and risks stated in this report are based on information available to the Company today. The Company assumes no obligation to update them.