Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
REES HUW A
  2. Issuer Name and Ticker or Trading Symbol
8X8 INC /DE/ [eght]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP of Sales & Marketing
(Last)
(First)
(Middle)
C/O 8X8 INC, 3151 JAY STREET
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2008
(Street)

SANTA CLARA, CA 95054
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/29/2008   P   20,000 (1) A $ 0.6 695,519 D  
Common Stock 05/29/2008   P   5,000 (1) A $ 0.75 700,519 D  
Common Stock 05/29/2008   P   5,000 (1) A $ 1 705,519 D  
Common Stock 05/29/2008   S   14,627 (1) D $ 1.22 690,892 D  
Common Stock 05/30/2008   S   15,373 (1) D $ 1.22 675,519 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
REES HUW A
C/O 8X8 INC
3151 JAY STREET
SANTA CLARA, CA 95054
      VP of Sales & Marketing  

Signatures

 /s/ Huw Rees   05/30/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Mr. Rees invested in the Company's July 2003 financing and received 5 year warrants to purchase 30,000 shares ("Warrant Shares") of 8x8, Inc. (the "Company") common stock in conjunction with this investment. The expiration date of these warrants is July 29, 2008. The Company's blackout period for the first fiscal quarter of 2009 will begin on June 1, 2008 and trading in the Company's stock will not be allowed until the completion of two trading days after the Company announces its first quarter results. Since the expiration date of the warrant shares will be during the blackout period, Mr. Rees exercised and sold the warrant shares in the two days prior to the commencement of the blackout period.

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