Edgar Filing: ELOYALTY CORP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â SWEET DAVID E

2. Date of Event Requiring Statement (Month/Day/Year)
10/03/2005

3. Issuer Name and Ticker or Trading Symbol
ELOYALTY CORP [ELOY]

(Last)

(First)

(Middle)

755 PAGE MILL ROAD, SUITE A-200

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

PALO ALTO,Â CAÂ 943041005

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common	3,259	I	By Profit Sharing Plan Trust ⁽¹⁾
Common	3,768	I	By Shares Held By Ltd Partnership (SHAI) ⁽²⁾
Common	9,555	I	By Shares Held By Ltd Partnership (SHQP) ⁽³⁾
Common	374,102	I	By Shares Held By Ltd Partnership (SHV) ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	Â ⁽⁵⁾	Â ⁽⁶⁾	Common	8,854	$ 0	I	By Shares Held By Ltd Partnership (SHAI) ⁽²⁾
Series B Preferred Stock	Â ⁽⁵⁾	Â ⁽⁶⁾	Common	22,418	$ 0	I	By Shares Held By Ltd Partnership (SHQP) ⁽³⁾
Series B Preferred Stock	Â ⁽⁵⁾	Â ⁽⁶⁾	Common	938,952	$ 0	I	By Shares Held By Ltd Partnership (SHV) ⁽⁴⁾
Series B Preferred Stock	Â ⁽⁵⁾	Â ⁽⁶⁾	Common	13,396	$ 0	I	By Trust (Trustees) ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SWEET DAVID E 755 PAGE MILL ROAD, SUITE A-200 PALO ALTO,Â CAÂ 943041005	Â	Â X	Â	Â

Signatures

By: Robert Yin, by power of attorney		10/06/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Shares held by SHV Profit Sharing Plan, a retirement trust, for the benefit of the reporting person.
(2)	Shares held by Sutter Hill Entrepreneurs Fund (AI), L.P. The reporting person is a Managing Director of the General Partner of Sutter Hill Entrepreneurs Fund (AI), L.P. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in the partnership.
(3)	Shares held by Sutter Hill Entrepreneurs Fund (QP), L.P. The reporting person is a Managing Director of the General Partner of Sutter Hill Entrepreneurs Fund (QP), L.P. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in the partnership.
(4)	Shares held by Sutter Hill Ventures, A California Limited Partnership. The reporting person is a Managing Director of the General Partner of Sutter Hill Ventures, A California Limited Partnership. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in the partnership.
(5)	Currently convertible on a one-for-one basis into shares of Common Stock
(6)	None
(7)	Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in the trust.
Â Remarks: WeÂ inputÂ $0.0001Â conversionÂ priceÂ andÂ thenÂ choseÂ toÂ showÂ 2Â decimalÂ placesÂ inÂ orderÂ toÂ showÂ $0.00Â inÂ TableÂ II,Â BoxÂ 4.Â Otherwise,Â itÂ willÂ beÂ blank--thatÂ isÂ theÂ wayÂ theÂ softwareÂ works.Â So,Â afterÂ theÂ filing,Â weÂ haveÂ toÂ changeÂ theÂ con.Â priceÂ toÂ $0.0000.

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