(Amendment No. 1)*

CHORDIANT SOFTWARE, INC.
(Name of Subject Company (Issuer))

CHORDIANT SOFTWARE, INC.
(Name of Filing Person (Offeror))

CERTAIN OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $.001 PER SHARE,
HAVING AN EXERCISE PRICE OF $3.00 OR MORE PER SHARE
(Title of Class of Securities)

170404107
(CUSIP Number of Class of Securities)
(Underlying Common Stock)

STEPHEN KELLY

(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Person Filing Statement)

COPIES TO:

NANCY WOJTAS, ESQ.

• Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

[x] issuer tender offer subject to Rule 13e-4.

[ ]amendment to Schedule 13D under Rule 13d-2.

The filing of this Schedule TO shall not be construed as an admission by Chordiant Software, Inc. that the Offer (as defined below) constitutes an issuer tender offer for purposes of the Securities Exchange Act of 1934 and the rules promulgated thereunder.

This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (as amended, the "Schedule TO") filed by Chordiant Software, Inc., a Delaware corporation ("Chordiant" or the "Company"), on August 23, 2002, relating to the offer by the Company to exchange all options outstanding under 1999 Equity Incentive Plan, 2000 Nonstatutory Equity Incentive Plan, the 1998 Prime Response Stock Option/Stock Issuance Plan, and the White Spider Software 2000 Stock Incentive Plan (each a "Plan" and collectively, the "Plans") held by employees of the Company to purchase shares of the Company's common stock, par value $.001 per share (the "Common Stock"), having an exercise price equal to or greater than $3.00 (the "Eligible Options") for, at the employee's election, (i) restricted shares of Common Stock ("Restricted Stock") and/or (ii) Replacement Options issuable on the date six (6) months and one (1) day following the expiration of the Offer ("Replacement Options"), each to be granted under Chordiant's 1999 Equity Incentive Plan and 2000 Nonstatutory Equity Incentive Plan (together, the "Chordiant Plans"), upon the terms and subject to the conditions described in the Offer to Exchange and the related Election Form (the Election Form and the Offer to Exchange, as they may be amended from time to time, are together referred to as the "Offer").

All of the information in the Offer, and any other supplement thereto related to the Offer hereafter filed with the Securities and Exchange Commission by the Company, is hereby incorporated by reference in answer to Items 1 through 11 of this Schedule TO.

The information set forth in the Offer under Section 7 ("Price Range of Common Stock Underlying the Options") is incorporated herein by reference.

The information set forth in the Offer under "Summary Term Sheet," "Introduction," Section 1 ("Number of Shares of Restricted Stock and Replacement Options; Expiration Date"), Section 3 ("Procedures for Exchanging Options"), Section 4 ("Withdrawal Rights"), Section 5 ("Acceptance of Options for Exchange and Grant of Restricted Stock and/or Replacement Options"), Section 6 ("Conditions of the Offer"), Section 8 ("Source and Amount of Consideration; Terms of New Restricted Stock and Replacement Options"), Section 13 ("Material Federal Income Tax Consequences"), and Section 14 ("Extension of Offer; Termination; Amendment") is incorporated herein by reference.

Item 11 is hereby amended and supplemented as follows:

The initial expiration of the Offer was scheduled to occur at midnight, Pacific time, on Friday, September 20, 2002. Prior to the initial expiration of the Offer, the Company announced that the Offer had been extended to expire at midnight, Eastern time, on Friday, October 4, 2002 (the "Extended Offering Period"). During the Extended Offering Period, the Company will accept for exchange and exchange all Eligible Options for, at the employee's election, (i) Restricted Stock and/or (ii) Replacement Options issuable on the date six (6) months and one (1) day following the expiration of the Offer, each to be granted under the Plans, upon the terms and subject to the conditions described in the Offer.

On September 20, 2002, the Company announced that it was amending the following terms of the Offer:

1. The Company is eliminating the requirement that option holders who elect to receive shares of Restricted Stock in exchange for their Eligible Options pay the Company par value ($0.001 per share) for each share of Restricted Stock.
2. The Company is eliminating the requirement that the Company's employees pay the employer's share of any applicable employment tax amount. Instead, the Company will pay the employer's shares of any applicable employment taxes.

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

Dated: September 20, 2002

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