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): ~~July~~ 21August 4, 2003

ENGAGE, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-26671

04-3281378

(State or other

jurisdiction of

incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

100 Brickstone Square, Andover, MA		01810
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (978) 684-3884

Item 2. Acquisition or Disposition of Assets.

AsOn ~~previously~~August ~~reported~~4, ~~on June 19,~~ 2003, Engage, Inc., a Delaware corporation (~~the~~ “~~Company~~Engage”), announced ~~and~~the ~~five~~completion of ~~its~~the ~~United~~sale ~~States~~of ~~subsidiaries~~substantially ~~filed~~all ~~voluntary~~of ~~petitions~~its ~~for~~assets ~~relief~~and ~~under~~operations ~~Chapter~~to 11JDA ofSoftware ~~the~~Group, UInc.S. ~~Bankruptcy~~(“JDA”) ~~Code~~pursuant to an asset purchase agreement dated as of July 25, 2003 (the “~~Code~~Agreement”) between Engage and JDA, a copy of which is attached hereto as Exhibit 2.1 ~~The~~and ~~filings~~is ~~were~~hereby ~~made~~incorporated inby ~~the~~reference. ~~United~~Engage ~~States~~received ~~Bankruptcy~~$3 ~~Court~~million in cash plus the ~~District~~assumption of ~~Massachusetts,~~ ~~Western~~liabilities ~~Division~~in (the ~~“Court”)~~range of $650,000 to $850,000.

~~On July~~Engage ~~23,~~anticipates ~~2003~~that the ~~Company~~proceeds ~~conducted an auction with respect to substantially all~~ of ~~its domestic assets pursuant to procedures approved by~~ the ~~Court.~~foregoing Onsale ~~July~~will ~~23,~~be ~~2003,~~used atto pay the ~~conclusion~~claims of ~~the~~certain ~~auction~~creditors ~~process,~~in ~~the~~accordance ~~Court~~with ~~approved~~ the ~~sale~~provisions of ~~substantially~~ ~~all of~~ the ~~Company’s~~U.S. ~~assets~~Bankruptcy toCode. ~~JDA~~Engage ~~Software~~does ~~Group,~~not ~~Inc.~~believe ~~(“JDA”),~~that ~~for~~it $3is ~~million~~likely inthat ~~cash~~there ~~and~~will ~~the~~be ~~assumption~~any ofrecovery ~~liabilities~~for in the ~~range of $650,000 to $850,000. The~~ Company’s ~~expects to close the foregoing sale by August 4, 2003, subject to the satisfaction of certain closing conditions~~stockholders.

The Company anticipates that the proceeds of the foregoing sale will be used to pay the claims of certain creditors in accordance with the provisions of the Code. The Company does not believe that it is likely that there will be any recovery for the Company’s stockholders.

Item 5. Other Events.

On July 21, 2003, the Company filed a Notice of Filing of Monthly Operating Report covering the period from June 19, 2003 through June 30, 2003 (the “Monthly Operating Report”), with the Court as required by the Code. A copy of the Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7. Financial Statements and Exhibits

ExhibitNo.		Description
99.1		Notice of Filing of Monthly Operating Report for period from June 19, 2003 through June 30, 2003 (and Exhibits).
2.1		Asset Purchase Agreement between Engage, Inc. and JDA Software Group, Inc. dated as of July 25, 2003.
99.1		Press release dated August 5, 2003 of Engage, Inc.

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.

	ENGAGE, INC. (Registrant)
Date: August 4, 2003	By: /s/ John D. Barone
Date: August 12, 2003	By:	/s/ LISA MCALISTER
	John D. Barone President and Chief Operating Officer
		Lisa McAlisterChief Financial Officer

EXHIBIT INDEX

ExhibitNo.		Description
99.1		Notice of Filing of Monthly Operating Report for period from June 19, 2003 through June 30, 2003 (and Exhibits).
2.1		Asset Purchase Agreement between Engage, Inc. and JDA Software Group, Inc. dated as of July 25, 2003.
99.1		Press release dated August 5, 2003 of Engage, Inc.

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