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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 --------------

                                   FORM 10-K/A
                                (Amendment No. 1)
[x]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                   For the Fiscal Year ended December 31, 2000

                                       OR

[ ]  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 000-31561

                                  AvantGo, Inc.
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                     94-3275789
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                    1700 South Amphlett Boulevard, Suite 300
                           San Mateo, California 94402
          (Address of Principal Executive Offices, including Zip Code)

                                 (650) 638-3399
              (Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $0.0001.

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 if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [X]

As of March 20, 2001, there were 34,471,683  shares of the  registrant's  Common
Stock,  $0.0001  par  value,  outstanding.  The  aggregate  market  value of the
registrant's  voting  stock  held by  nonaffiliates  as of  March  20,  2001 was
approximately $100 million.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the  registrant's  definitive Proxy Statement for the Annual Meeting
of Stockholders  for 2001 are incorporated by reference in Part III of this Form
10-K.

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<PAGE>


           AMENDED FILING OF FORM 10-K TO CORRECT CERTAIN INFORMATION

This  amendment  is being filed for the sole purpose of  correcting  information
pertaining  to  beneficial  ownership of AvantGo  stock held by Peter  Ziebelman
provided  in Part III,  Item 12 of the Annual  Report on Form 10-K for  AvantGo,
Inc. for the year ended  December  31, 2000,  which Item is replaced in whole by
the following:


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of March 20, 2001,  certain  information
with respect to the  beneficial  ownership of the Company's  common stock by (i)
each  person that the Company  knows owns more than 5% of the  Company's  common
stock; (ii) each of the Company's  directors,  (iii) each of the Company's named
executive  officers;  and (iv) all directors and executive  officers as a group.
Beneficial  ownership is determined in accordance  with rules of the  Securities
and Exchange Commission and includes shares over which the indicated  beneficial
owner  exercises  voting  and/or  investment  power.  Shares of stock subject to
options or warrants  currently  exercisable  or  exercisable  within 60 days are
deemed outstanding for computing the percentage  ownership of the person holding
the  options or  warrants,  but are not deemed  outstanding  for  computing  the
percentage  ownership of any other person.  Except as otherwise  indicated,  the
Company believes the beneficial  owners of the common stock listed below,  based
on information  furnished by them,  have sole voting and  investment  power with
respect to the shares listed opposite their names.  Unless otherwise  indicated,
the  following  officers,  directors  and  stockholders  can be  reached  at the
Company's principal offices.



<PAGE>

<TABLE>
<CAPTION>

                                                                   Shares Beneficially    Percentage of Class
Beneficial Owner                                                          Owned             Outstanding(1)
----------------                                                   -------------------    -------------------
<S>                                                                     <C>                    <C>
21st Century Internet Fund, L.P.(2) .............................       6,064,106              17.59%
      2 South Park, 2nd Floor
      San Francisco, CA 94107

Entities affiliated with Dresdner RCM Global Investors U.S. .....       1,918,100               5.56%
Holdings LLC (3)
      4 Embarcadero Center
      San Francisco, CA 94111

Entities affiliated with Adobe Systems Incorporated(4) ..........       1,969,981               5.71%
      345 Park Avenue
      San Jose, CA 95110

Christopher B. Hollenbeck(5)(6) .................................         922,864               2.68%
      c/o Granite Ventures, LLC
      One Bush Street, 12th Floor
      San Francisco, CA 94104

Michael Aufricht(7) .............................................         295,000                  *

David B. Cooper, Jr.(8) .........................................         495,000               1.44%

Phillip Hibberd(9) ..............................................         265,000                  *

Dennis Jones(10) ................................................          50,000                  *

Robert Lesko(11) ................................................          41,200                  *

Felix Lin(12) ...................................................       1,993,522               5.78%

David Moore(13) .................................................         813,362               2.36%

Richard Owen(14) ................................................       1,820,000               5.28%

Linus Upson .....................................................       2,018,522               5.86%

Gregory Waldorf(15) .............................................         759,925               2.20%

Jeff Webber(16) .................................................         541,081               1.57%

Rafael Weinstein(17) ............................................       1,724,000               5.00%

Peter Ziebelman(2) ..............................................       6,064,106              17.59%
      c/o 21st Century Internet Fund, LP
      2 South Park, 2nd Floor
      San Francisco, CA 94107

All directors and executive officers as a group (13
      persons)(18) ..............................................      16,079,582              46.65%
</TABLE>


----------------

(1)  Based on 34,471,683  shares of the Company's  common stock  outstanding  on
     March  20,  2001.  Shares of  common  stock  subject  to  options  that are
     exercisable within 60 days of March 20, 2001 are deemed  beneficially owned
     by the  person  holding  such  options  for the  purpose of  computing  the
     percentage  of ownership of such person but are not treated as  outstanding
     for the purpose of computing the  percentage  for any other person.  Except
     pursuant to  applicable  community  property  laws or as  indicated  in the
     footnotes to this table, each stockholder identified in the table possesses
     sole voting and investment power with respect to all shares of common stock
     as  shown  as  beneficially  owned by such  stockholder.  Unless  otherwise
     indicated,  the


<PAGE>

     address  of each of the  individuals  listed in the  table is c/o  AvantGo,
     Inc.,  1700 South  Amphlett  Boulevard,  Suite 300,  San Mateo,  California
     94402.

(2)  Includes  5,741,140  shares held by 21st Century  Internet  Fund,  L.P. and
     322,966,  shares held by 21VC Fund II,  L.P.  Peter  Ziebelman,  one of the
     Company's  directors,  is a general partner of 21st Century  Internet Fund,
     L.P. and 21VC Fund II, L.P. Mr. Ziebelman disclaims beneficial ownership of
     the shares held by 21st Century  Internet Fund, L.P. and 21VC Fund II, L.P.
     except to the extent of his pecuniary interest therein.

(3)  Includes  1,918,100  shares  held by  Dresdner  RCM Global  Investors  U.S.
     Holdings LLC, as managed into accounts on a discretionary basis.

(4)  Includes 1,823,574 shares held by Adobe Incentive Partners,  L.P., of which
     Adobe Systems Incorporated is a general partner. Adobe Systems Incorporated
     disclaims  beneficial ownership of such shares except as to their pecuniary
     interest therein.

(5)  Includes  321,806 shares held by H&Q Adobe Ventures  Management II, L.L.C.,
     24,358 shares held by Adobe Ventures III,  L.P.,  1,479 shares held by HQVA
     Adobe Ventures  Management III, L.L.C.,  574,021 shares held by H&Q AvantGo
     Investors, L.P. and includes 1,200 shares held by Mr. Hollenbeck.

(6)  Christopher  Hollenbeck,  one of the  Company's  directors,  is a  managing
     director of Granite Ventures,  LLC, formerly H&Q Venture  Associates,  LLC.
     Mr.  Hollenbeck  disclaims  beneficial  ownership  of the  shares  held  by
     affiliates of Granite Ventures, LLC, formerly H&Q Venture Associates,  LLC,
     except to the extent of his pecuniary interest therein.

(7)  Includes   200,000  shares  of  common  stock  issuable  upon  exercise  of
     immediately  exercisable  options,  all of  which  have  not  vested.  Also
     includes  136,269  shares of common stock that are subject to the Company's
     right of repurchase.

(8)  Includes   467,000  shares  of  common  stock  issuable  upon  exercise  of
     immediately  exercisable  options.  All  495,000  shares are subject to the
     Company's right of repurchase.

(9)  Represents  265,000  shares of  common  stock  issuable  upon  exercise  of
     immediately exercisable options.

(10) Represents  50,000  shares  of  common  stock  issuable  upon  exercise  of
     immediately exercisable options.

(11) Includes  5,000  shares of common  stock that are subject to the  Company's
     right of repurchase.

(12) Includes  40,000  shares of common stock that are subject to the  Company's
     right of repurchase and 3,000 shares of common stock which Mr. Lin holds as
     custodian for his minor son. Also includes  115,000  shares held by each of
     The Felix Lin 2000 Annuity Trust and The Betty Mae Lin 2000 Annuity  Trust.
     Mr. Lin disclaims  beneficial ownership of such shares except to the extent
     of his pecuniary interest therein.

(13) Includes  35,000  shares of common stock that are subject to the  Company's
     right of repurchase and 40,000 shares of common stock which Mr. Moore holds
     as custodian for his minor daughter. Also includes 160,000 shares of common
     stock  issuable upon exercise of immediately  exercisable  options of which
     150,625  shares  of Common  Stock are  subject  to the  Company's  right of
     repurchase.  Mr. Moore disclaims beneficial ownership of the shares held as
     custodian  for his minor  daughter  except to the  extent of his  pecuniary
     interest herein.

(14) Includes  1,355,556  shares of  common  stock  issuable  upon  exercise  of
     immediately  exercisable  options, of which 1,237,500 shares are subject to
     the Company's right of repurchase.

(15) Includes 722,925 shares held by Sleepy Hollow Investment Partnership,  L.P.
     Mr. Waldorf is one of the Company's directors and is also a limited partner
     of Fayez Sarofim Investment  Partnership #5, L.P., Sleepy Hollow Investment
     Partnership,  L.P.'s  general  partner.  Mr. Waldorf  disclaims  beneficial
     ownership of the shares held by Sleepy Hollow Investment Partnership, L.P.,
     except to the  extent of his  pecuniary  interest  therein.  Also  includes
     15,556  shares of common stock that are subject to the  Company's  right of
     repurchase.

(16) Includes  434,991  shares  held  by  The  Entrepreneurs'  Fund,  L.P.,  The
     Entrepreneurs' Fund II, L.P., The Entrepreneurs'  Growth Fund, L.P. and RBW
     Investments LLC. Mr. Webber, one of the Company's directors,  is a managing
     director of the general  partners  of the  Entrepreneurs'  Funds and is the
     managing  director  of  RBW  Investments  LLC,  and  disclaims   beneficial
     ownership  of the shares  held by such  funds,  except to the extent of his
     pecuniary interest therein.  Mr. Webber owns 106,090 shares of common stock
     of which 31,500 shares are subject to the Company's right of repurchase.

(17) Includes  110,000  shares of common stock that are subject to the Company's
     right of repurchase.

(18) Includes 2,141,834 shares of common stock that are subject to the Company's
     right of repurchase.




<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934,  the registrant has duly caused this report on Form 10-K/A
to be signed on its behalf by the undersigned, thereunto duly authorized, in San
Mateo, California on the 3rd day of August, 2001.

                                        AVANTGO, INC.
                                 --------------------------
                                        (REGISTRANT)


                                        By:  /s/ Richard Owen
                                             --------------------------
                                             Richard Owen
                                             Chief Executive Officer and
                                             Chairman of the Board of Directors


     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, as amended,  this amendment to the Report on Form 10-K has
been signed below by the following persons in the capacities  indicated below on
August 3, 2001.


             Name                                       Title
             ----                                       -----

Principal Executive Officers:

                 *                         Chief Executive Officer and Chairman
------------------------------------            of the Board of Directors
           Richard Owen


                 *                       Vice Chairman of the Board of Directors
------------------------------------
            Felix Lin


Principal Financial and Principal
   Accounting Officer:

                 *                              Chief Financial Officer
------------------------------------
            David Cooper

Additional Directors:

                 *                                    Director
------------------------------------
     Christopher B. Hollenbeck


                 *                                    Director
------------------------------------
            Dennis Jones


                 *                                    Director
------------------------------------
          Robert J. Lesko


                 *                                    Director
------------------------------------
            Linus Upson

<PAGE>

                 *                                    Director
------------------------------------
         Gregory L. Waldorf


                 *                                    Director
------------------------------------
         Jeffrey T. Webber


                 *                                    Director
------------------------------------
         Peter H. Ziebelman


*By:     /s/ Richard Owen
------------------------------------
   Richard Owen, Attorney-in-fact