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): August 5 9, 2010

PHASE FORWARD INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

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

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 82.0102 ~~Other~~Results ~~Events~~of Operations and Financial Condition.

On August 5 9, 2010, Phase Forward Incorporated (~~“Phase Forward”) received notification from~~ the ~~United States Department of Justice (the~~ “~~DOJ~~Company”) ~~that~~announced ~~the DOJ has closed~~ its ~~investigation of the proposed~~ ~~acquisition~~financial ofresults ~~Phase~~for ~~Forward by Oracle Corporation (~~the ~~“Merger”),~~three ~~and~~month ~~that the waiting~~ period ~~under~~ended ~~the Hard-Scott-Rodino Antitrust Improvements Act of 1976 regarding the Merger has been terminated. As previously announced, Phase Forward’s stockholders approved the Merger on~~ June 22 30, 2010. A copy ~~Completion~~ of the ~~proposed~~ ~~merger~~press ~~remains~~release ~~subject~~is tobeing ~~the~~furnished ~~satisfaction~~as orExhibit 99.1 ~~waiver~~to ~~of the other~~this ~~closing~~Report ~~conditions~~on ~~specified in the merger agreement~~Form 8-K.

The information in this Item 2.02 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release issued by ~~Phase~~the ~~Forward~~Company ~~Incorporated~~ on August 69, 2010, furnished herewith.

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.

	Phase Forward Incorporated
August 6, 2010	By:	/s/ Christopher A. Menard
August 9, 2010	By:	/s/ Christopher A. Menard
		Christopher A. Menard
		Senior Vice President, Chief Financial Officer and Treasurer
		Senior Vice President, Chief Financial Officer (Authorized Officer)

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release issued by ~~Phase~~the ~~Forward~~Company ~~Incorporated~~ on August 69, ~~2009~~2010, furnished herewith.

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