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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2004

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.

For the transition period from ____________ to ____________.

Commission file number: 0-27207

VITRIA TECHNOLOGY, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		77-0386311


(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

945 Stewart Drive
Sunnyvale, California 94085
(408) 212-2700
(Address, including Zip Code, of Registrant’s Principal Executive Offices
and Registrant’s Telephone Number, including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [X] No [ ]

The number of shares of Vitria’s common stock, $0.001 par value, outstanding as of June 30, 2004 was 33,292,089 shares.

EXPLANATORY NOTE

We are filing this Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 to include a new Exhibit 10.31, Offer Letter, by and between Michael Perry and Vitria dated June 14, 2004. This Amendment No. 1 on Form 10-Q/A does not reflect any events occurring after the date of filing of the original Form 10-Q, or otherwise modify or update any of the information contained therein.

PART II
OTHER INFORMATION

Item 1. Legal Proceedings

In November 2001, Vitria and certain of our officers and directors were named as defendants in a class action shareholder complaint filed in the United States District Court for the Southern District of New York, and captioned Kideys, et al., v. Vitria Technology, Inc., et al., Case No. 01-CV-10092. The plaintiffs allege that Vitria, certain of our officers and directors and the underwriters of our initial public offering (“IPO”), violated federal securities laws because Vitria’s IPO registration statement and prospectus contained untrue statements of material fact or omitted material facts regarding the compensation to be received by, and the stock allocation practices of, the IPO underwriters. The plaintiffs seek unspecified monetary damages and other relief. Similar complaints were filed in the same court beginning in January 2001 against numerous public companies that first sold their common stock since the mid-1990s.

All of the IPO-related lawsuits were consolidated for pretrial purposes before United States Judge Shira Scheindlin of the Southern District of New York. Defendants filed a global motion to dismiss the IPO-related lawsuits on July 15, 2002. In October 2002, Vitria’s officers and directors were dismissed without prejudice pursuant to a stipulated dismissal and tolling agreement with the plaintiffs. On February 19, 2003, Judge Scheindlin issued a ruling denying in part and granting in part the Defendants’ motions to dismiss.

In June 2003, Vitria’s Board of Directors approved a resolution tentatively accepting a settlement offer from the plaintiffs according to the terms and conditions of a comprehensive Memorandum of Understanding negotiated between the plaintiffs and the issuer defendants. Under the terms of the settlement, the plaintiff class will dismiss with prejudice all claims against Vitria and our current and former directors and officers, and Vitria will assign to the plaintiff class or its designee certain claims that Vitria may have against the underwriters of our IPO. In addition, the tentative settlement guarantees that, in the event that the plaintiffs recover less than $1.0 billion in settlement or judgment against the underwriter defendants in the IPO-related lawsuits, the plaintiffs will be entitled to recover the difference between the actual recovery and $1.0 billion from the insurers for the Issuers. In June 2004, Vitria executed a final settlement agreement with the plaintiffs consistent with the terms of the Memorandum of Understanding. The settlement is still subject to a number of conditions, including action by the Court certifying a class action for settlement purposes and formally approving the settlement. The underwriters have opposed both the certification of the class and the judicial approval of the settlement.

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

The annual meeting of stockholders of Vitria Technology, Inc was held on May 21, 2004 for the purpose of:

(1) electing two directors to our board of directors to serve until 2007 annual meeting of stockholders;

(2) to ratify the selection of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2004; and

(3) to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition of management’s solicitations. The final vote on the proposals were recorded as follows:

Proposal 1:

Election of two directors for three-year terms expiring at the 2007 annual meeting:


Nominee	For	Withheld
Robert M. Halperin	27,087,593	4,264,533
John L. Walecka	30,713,029	639,097

Proposal 2:

The selection of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2004 was ratified by the following vote:


For	Against	Abstain
31,319,474	30,970	1,682

Item 5. Other Information

Consistent with Section 10A(i)(2) of the Securities Exchange Act of 1934, as added by Section 202 of the Sarbanes-Oxley Act of 2002, Vitria is responsible for disclosing the nature of the non-audit services approved by our Audit Committee during a quarter to be performed by Ernst & Young LLP, our independent auditor. Non-audit services are services other than those provided by Ernst & Young LLP in connection with an audit or a review of Vitria’s financial statements. During the quarter ended June 30, 2004 our Audit Committee did not approve any non-audit services to be performed by Ernst & Young LLP.

Item 6. Exhibits and Reports on Form 8-K

a) Exhibits


Exhibit 10.24(1)		Third Loan Modification Agreement by and between Silicon Valley Bank and Vitria, dated June 11, 2004.

Exhibit 10.25(1)		Separation Agreement, by and between Jeffrey Bairstow and Vitria, dated April 27, 2004.

Exhibit 10.26(1)		Separation Agreement, by and between Gary Velasquez and Vitria, dated June 10, 2004.


Exhibit 10.27(1)		Separation Agreement, by and between James Guthrie and Vitria, dated May 11, 2004.

Exhibit 10.28(1)		Separation Agreement, by and between Thomas Pianko and Vitria, dated April 7, 2004.

Exhibit 10.29(1)		Separation Agreement, by and between Sonja Wilkerson and Vitria dated July 14, 2004.

Exhibit 10.30(1)		Confirmation Agreement, by and between Jo Mei Chang, Dale Skeen and Vitria dated April 22, 2004.

Exhibit 10.31		Offer Letter, by and between Michael Perry and Vitria dated June 14, 2004.

Exhibit 31.1		Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

Exhibit 31.2		Certification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

Exhibit 32.1(2)		Certification of Chief Executive Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.

Exhibit 32.2(2)		Certification of Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.

(1)

Filed as the like-number Exhibit to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed on August 9, 2004 and incorporated herein by reference.

(2) The certifications attached as Exhibits 32.1 and 32.2 accompany the Quarterly Report on Form 10-Q, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into an filing of Vitria Technology, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of the Form 10-Q, irrespective of any general incorporation language contained in such filing.

b) Reports on Form 8-K

Vitria filed a Current Report on Form 8-K, dated April 7, 2004, on April 7, 2004, reporting under “Item 12. Disclosure of Results of Operations and Financial Condition,” its preliminary results for the three months ended March 31, 2004.

Vitria filed a Current Report on Form 8-K, dated April 21, 2004, on April 22, 2004, reporting under “Item 12. Disclosure of Results of Operations and Financial Condition,” its results for the three months ended March 31, 2004.

Vitria filed a Current Report on Form 8-K, dated June 14, 2004, on June 15, 2004, reporting under “Item 10, Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics,” the sale of Vitria’s operations in the People’s Republic of China to QiLinSoft LLC, an entity owned by JoMei Chang, Ph.D., a current director and Vitria’s former Chief Executive Officer and M. Dale Skeen, Ph.D., a director and Vitria’s acting Chief Executive Officer and Chief Technology Officer and certain agreements with QiLinSoft LLC.

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, thereunto duly authorized.


		Vitria Technology, Inc.

Date: August 17, 2004	By:	/s/ MICHAEL D. PERRY

		Michael D. Perry
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX


Exhibit 10.24(1)		Third Loan Modification Agreement by and between Silicon Valley Bank and Vitria, dated June 11, 2004.

Exhibit 10.25(1)		Separation Agreement, by and between Jeffrey Bairstow and Vitria, dated April 27, 2004.

Exhibit 10.26(1)		Separation Agreement, by and between Gary Velasquez and Vitria, dated June 10, 2004.

Exhibit 10.27(1)		Separation Agreement, by and between James Guthrie and Vitria, dated May 11, 2004.

Exhibit 10.28(1)		Separation Agreement, by and between Thomas Pianko and Vitria, dated April 7, 2004.

Exhibit 10.29(1)		Separation Agreement, by and between Sonja Wilkerson and Vitria dated July 14, 2004.

Exhibit 10.30(1)		Confirmation Agreement, by and between Jo Mei Chang, Dale Skeen and Vitria dated April 22, 2004.

Exhibit 10.31		Offer Letter, by and between Michael Perry and Vitria dated June 14, 2004.

Exhibit 31.1		Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

Exhibit 31.2		Certification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

Exhibit 32.1(2)		Certification of Chief Executive Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.

Exhibit 32.2(2)		Certification of Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.

(1)

Filed as the like-number Exhibit to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed on August 9, 2004 and incorporated herein by reference.

(1)		electing two directors to our board of directors to serve until 2007 annual meeting of stockholders;

(2)		to ratify the selection of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2004; and

(3)		to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.