Exhibit 4.3


                            CERTIFICATE OF ADJUSTMENT
                                       OF
                              eLOYALTY CORPORATION


To:         Mellon Investor Services LLC, as Rights Agent

            Each Transfer Agent for the Common Stock and Preferred Stock of
            eLoyalty Corporation

            eLOYALTY CORPORATION, a corporation organized and existing under the
laws of the State of Delaware (the "Company"), does hereby certify as follows:

            1. The Company is a party to the Rights Agreement, dated as of March
17, 2000, as amended (the "Agreement"), between the Company and Mellon Investor
Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), as
Rights Agent (the "Rights Agent").

            2. Effective as of 7:59 a.m., eastern standard time, on December 19,
2001 (the "Effective Time"), the Company effected a 1-for-10 reverse stock
split, whereby each ten shares of the common stock, par value $0.01 per share,
of the Company (the "Common Stock") issued as of immediately prior to the
Effective Time were reclassified into one share of new Common Stock, par value
$0.01 per share, of the Company, with fractional shares settled in cash (the
"Reclassification").

            3. Section 11 of the Agreement provides that in the event of any
combination of shares of Common Stock into a smaller number of shares, then, in
such case, the number of Rights (as defined in the Agreement) associated with
each share of Common Stock then outstanding, or issued or delivered thereafter
(but prior to the Distribution Date, as defined in the Agreement), shall be
proportionately adjusted so that the number of Rights thereafter associated with
each share of Common Stock following any such event shall equal the result
obtained by multiplying the number of Rights associated with each share of
Common Stock immediately prior to such event by a fraction the numerator of
which shall be the total number of shares of Common Stock outstanding
immediately prior to the occurrence of the event and the denominator of which
shall be the total number of shares of Common Stock outstanding immediately
following the occurrence of such event.

            4. Whenever an adjustment is made as provided in Section 11 of the
Agreement, the Company must, pursuant to Section 12 of the Agreement, among
other things, (a) prepare a certificate setting forth the adjustment and a brief
statement of the facts and computations accounting therefor and (b) file a copy
of such certificate with the Rights Agent and each transfer agent for the Common
Stock and the Company's Preferred Stock (as defined in the Agreement).



            5. Pursuant to Section 12 of the Agreement, notification is hereby
given that the number of Rights associated with each share of Common Stock has
been adjusted from one (1) Right to ten (10) Rights.

            IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Adjustment as of this 10th day of January, 2002.


                               eLOYALTY CORPORATION



                               By:       /s/ Timothy J. Cunningham
                                       -----------------------------
                               Name:   Timothy J. Cunningham
                               Title:  Senior Vice President and
                                       Chief Financial Officer