UNITED STATES

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): ~~May~~ 27June 22, 2010

PHASE FORWARD INCORPORATED

(Exact Name of Registrant as Specified in ~~its~~ Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-50839 (Commission File Number)		04-3386549 (IRS Employer Identification No.)
000-50839		04-3386549
77 Fourth Avenue, Waltham, Massachusetts (Address of Principal Executive Offices)		02451 (Zip Code)
(Commission File Number)		(IRS Employer Identification No.)

77 Fourth Avenue, Waltham, Massachusetts		02451
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (888) 703-1122

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):

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

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

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

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

Item 85.0107 ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

On ~~May~~ June 2722, 2010, Phase Forward ~~received~~Incorporated aheld ~~Request for Additional Information, commonly referred to as~~ a ~~“second~~Special ~~request,”~~Meeting ~~from the United States Department~~ of ~~Justice~~Stockholders, ~~(“DOJ”)~~at ~~under~~which the ~~Hart-Scott-Rodino Antitrust Improvements Act of~~ ~~1976~~following ~~(“HSR~~matter ~~Act”)~~was ~~regarding~~voted ~~the~~upon ~~proposed merger between Phase Forward~~ and ~~Oracle. The~~ ~~effect of~~ the ~~second~~final ~~request is~~voting toresults ~~extend the pre-merger waiting period imposed by the HSR Act. Phase Forward is in the process~~ of ~~gathering~~which ~~information to respond to the second~~are ~~request~~disclosed ~~and is working cooperatively with the DOJ in an effort to obtain termination of the pre-merger waiting period~~below.

~~Completion~~1. Adoption of the Agreement and Plan of Merger (the ~~proposed~~“Merger ~~merger~~Agreement”), ~~remains~~dated ~~subject~~as toof ~~stockholder~~April 15, 2010, ~~and~~among ~~regulatory~~Phase ~~approval~~Forward Incorporated (“Phase Forward”), Oracle ~~and~~Corporation is(“Oracle”) ~~subject~~and toPine ~~the~~Acquisition ~~satisfaction~~Corporation, ora ~~waiver~~wholly-owned subsidiary of ~~the~~Oracle ~~other~~(“Merger ~~closing~~Subsidiary”), ~~conditions specified~~as insuch ~~the~~may ~~merger~~be ~~agreement.~~amended Asfrom time ~~previously~~to ~~announced~~time, ~~Phase~~pursuant ~~Forward~~to ~~has scheduled~~which aeach ~~special~~holder ~~meeting~~of shares of ~~its~~the ~~stockholders,~~Phase toForward common stock will be ~~held~~entitled atto ~~9 a~~receive $17.m.00 in cash, without interest and ~~Eastern~~less ~~time~~any onapplicable ~~June 22,~~withholding ~~2010~~taxes, tofor ~~consider~~each ~~and~~share ~~vote~~of onPhase ~~the~~Forward ~~proposed~~common ~~merger~~stock held by such holder.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

For		29,644,924
Against		42,802
Abstain		1,113,195
Broker Non-Votes		0

Phase Forward ~~Incorporated (“Phase Forward”) has filed with the Securities~~ and ~~Exchange~~Oracle ~~Commission~~are ~~(the~~working ~~“SEC”)~~cooperatively ~~a definitive proxy statement in connection~~ with the ~~proposed~~United ~~merger~~States ~~with Pine Acquisition~~Department ~~Corporation,~~of ~~pursuant~~Justice toin ~~which~~an ~~Phase~~effort ~~Forward would be acquired by Oracle Corporation (“Oracle”) (the “Merger”). This communication may be deemed~~ to beobtain ~~solicitation~~termination ~~material in respect~~ of the ~~Merger. Investors~~pre-merger ~~and~~waiting ~~security~~period ~~holders~~under ~~of Phase Forward are urged to read~~ the ~~proxy~~Hart-Scott-Rodino ~~statement~~Antitrust ~~and~~Improvements ~~the~~Act ~~other relevant~~of ~~materials (when they become available) because they contain important information about Phase Forward~~1976, ~~Oracle~~ and ~~the proposed transaction. The proxy~~completion ~~statement~~of ~~and~~ the ~~other~~proposed ~~relevant~~merger ~~materials~~remains ~~(when~~subject ~~they~~to ~~become~~regulatory ~~available),~~approval and ~~any~~ ~~and all documents filed by Phase Forward with~~ the satisfaction ~~SEC,~~or ~~may~~waiver ~~be obtained free~~ of ~~charge at~~ the ~~SEC’s~~other ~~website~~closing atconditions ~~www.sec.gov.~~specified Inin ~~addition, investors and security holders may obtain free copies of~~ the ~~documents filed with the SEC by~~Merger ~~Phase Forward by directing a written request to Phase Forward Incorporated, 77 Fourth Avenue, Waltham, Massachusetts 02451, Attention: Investor Relations~~Agreement. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS (WHEN THEY BECOME AVAILABLE) BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTIONS.

~~Phase~~Safe ~~Forward~~Harbor and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the security holders of Phase Forward in connection with the proposed Merger. Information about those executive officers and directors of Phase Forward and their ownership of Phase Forward common stock is set forth in the definitive proxy statement related to the proposed Merger and the proxy statement for ~~Phase~~ Forward’s ~~2010~~Looking Annual Meeting of Stockholders, which was filed with the SEC on March 19, 2010, and is supplemented by other public filings made, and to be made, with the SEC by Phase Forward. Investors and security holders may obtain additional information regarding the direct and indirect interests of Phase Forward, Oracle and their respective executive officers and directors in the Merger by reading the proxy statement and other public filings referred to above.Statements

~~SAFE~~Certain items ~~HARBOR~~in ~~FOR~~this ~~FORWARD~~Current Report on Form 8-~~LOOKING~~K may constitute forward-looking ~~STATEMENTS~~statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involved certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements, including, but not limited to, the ability to complete the Merger in light of the various closing conditions, including those conditions related to regulatory approvals, the ability of the parties to consummate the Merger; the impact of the announcement or the closing of the Merger on Phase Forward’s relationships with its employees, existing customers or potential future customers; the ability of Oracle to successfully integrate Phase Forward’s operations and employees; the ability to realize anticipated synergies and costs savings of the proposed Merger; and such other risks detailed in the Phase Forward’s Annual Report on Form 10-K filed with the SEC on February 26, 2010 and other reports filed with the SEC. Such forward-looking statements speak only as of the date of this Current Report on Form 8-K. Phase Forward assumes no obligation to update any forward-looking statement contained in this Current Report on Form 8-K.

~~Certain~~Item ~~items in this document may constitute forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995~~8.01. ~~These~~Other forward-looking statements involved certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements, including, but not limited to, the ability to complete the Merger in light of the various closing conditions, including those conditions related to regulatory approvals, the ability of the parties to consummate the proposed Merger; the impact of the announcement or the closing of the Merger on Phase Forward’s relationships with its employees, existing customers or potential future customers; the ability of Oracle to successfully integrate Phase Forward’s operations and employees; the ability to realize anticipated synergies and costs savings of the proposed Merger; and such other risks Events.

2On June 23, 2010, Phase Forward issued a press release announcing that it received stockholder approval for the previously announced Merger Agreement among Phase Forward, Oracle and Merger Subsidiary. In addition, Phase Forward announced the dismissal of the stockholder action Selma Ehrlich, et al. v. Phase Forward Incorporated, et al., Civ. A. No. 10-1463, which was originally filed on April 20, 2010 and amended on May 20, 2010. The action alleged that the Phase Forward board of directors breached its fiduciary duties, and that Phase Forward and Oracle aided and abetted the purported breaches, in connection with the proposed merger. The action sought equitable relief to, among other things, enjoin consummation of the proposed merger. After a hearing held before the Superior Court for Middlesex County, Massachusetts, the court issued written decisions dated June 21, 2010 allowing the defendants’ motions to dismiss the complaint and denying the plaintiffs’ request for injunctive relief. A copy of this press release is attached as to this Current Report on Form 8-K as Exhibit 99.1.

~~detailed in the definitive proxy statement related to the proposed Merger, Phase Forward’s Annual Report on Form 10-K filed with the SEC on February 26, 2010 and other reports filed with the SEC.~~2

InItem ~~addition, the statements in this document reflect the expectations and beliefs of Phase Forward and/or Oracle as of the date of this document~~9. ~~Phase~~01 ~~Forward~~Financial ~~and~~Statements ~~Oracle anticipate that subsequent events~~ and ~~developments~~ ~~will cause their expectations and beliefs to change~~Exhibits. However, while Phase Forward and Oracle may elect to update these forward-looking statements publicly in the future, they specifically disclaim any obligation to do so. The forward-looking statements of Phase Forward and/or Oracle do not reflect the potential impact of any future dispositions or strategic transactions, including the Merger, that may be undertaken. These forward-looking statements should not be relied upon as representing Phase Forward’s or Oracle’s views as of any date after the date of this document.

3(d) Exhibits.

~~SIGNATURES~~99.1 Press Release dated June 23, 2010

~~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.~~3

	Phase Forward Incorporated
May 28, 2010	By:	/s/D. Ari Buchler
		D. Ari Buchler Senior Vice President, General Counsel and Secretary

SIGNATURES

4Pursuant 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.

	Phase Forward Incorporated


June 23, 2010	By:	/s/ D. Ari Buchler
		D. Ari Buchler
		Senior Vice President, Legal and Regulatory Services

Exhibit Index

Exhibit Number		Document

99.1		Press Release issued on June 23, 2010

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