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SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K/A


Amendment No. 2


(Mark One)

|    |  |                                                                
|--- |  | ---------------------------------------------------------------
|[X] |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
|    |  | EXCHANGE ACT OF 1934                                           

For the fiscal year ended: December 31, 2002

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: 000-25331



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CRITICAL PATH, INC.

(Exact name of Registrant as specified in its charter)


|                                         |  |                       
|---------------------------------------- |  | ----------------------
|California                               |  | 911788300             
|(State or other jurisdiction of          |  | (I.R.S. Employer      
|incorporation or organization)           |  | Identification Number)
|                                         |  |                       
|350 The Embarcadero                      |  | 94105                 
|San Francisco, California                |  | (zip code)            
|(address of principal executive offices) |  |                       

Registrants telephone number, including area code: (415) 541-2500

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, Series C
Participating Preferred Stock Purchase Rights
(Title of Class)




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 o


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 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.  o

Indicate by check mark whether Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).   Yes x   No o

The aggregate market value of voting stock held by non-affiliates of the
Registrant was approximately $77,690,340 as of June 28, 2002, based on the
closing price of the Common Stock as reported on the Nasdaq Stock Market for
that date.

There were 80,142,745 shares of the Registrants Common Stock issued and
outstanding on March 15, 2003.



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EXPLANATORY NOTE

This Amendment #2 to the Companys Annual Report on
Form 10-K for the year ended December 31, 2002 is being filed solely to give
notice that on April 28, 2003, when attempting a routine test filing, Bowne, Inc. mistakenly filed with the Securities and Exchange
Commission a preliminary draft of our Amendment #1 to Form 10-K.  The draft Amendment #1 to Form 10-K
contained bracketed
information, was incomplete and was never intended to be filed.  You should not rely on any information filed in the draft
Amendment #1 to Form 10-K.  Please be advised that no officer or director of Critical Path, Inc. authorized the filing
 of the draft Amendment #1 to Form  10-K.  We intend to file with the Securities and Exchange Commission the
definitive Amendment to Form 10-K no later than
Wednesday, April 30, 2003.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Francisco, State of California, on the 28th day of April, 2003.

| |                     |                                                                  
| | ------------------- | -----------------------------------------------------------------
| | Critical Path, Inc.
| |                     |                                                                  
| | By:                 | /s/ Paul Bartlett                                                
| |                     |                                                                  
| |                     | Paul BartlettExecutive Vice President and
Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment to its Annual Report on Form 10-K has been signed below by the
following persons in the capacities and on the dates indicated.

|                                                      |  |                                                                                                   |  |               
|----------------------------------------------------- |  | ------------------------------------------------------------------------------------------------- |  | --------------
|Name                                                  |  | Title                                                                                             |  | Date          
|                                                      |  |                                                                                                   |  |               
|/s/ William E. McGlashan Jr.
William E. McGlashan Jr. |  | Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)                   |  | April 28, 2003
|                                                      |  |                                                                                                   |  |               
|/s/ Paul Bartlett
Paul Bartlett                       |  | Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) |  | April 28, 2003
|                                                      |  |                                                                                                   |  |               
|*
William S. Cohen                                    |  | Director                                                                                          |  | April 28, 2003
|                                                      |  |                                                                                                   |  |               
|*
Raul F. Fernandez                                   |  | Director                                                                                          |  | April 28, 2003
|                                                      |  |                                                                                                   |  |               
|*
William E. Ford                                     |  | Director                                                                                          |  | April 28, 2003
|                                                      |  |                                                                                                   |  |               
|*
Wm. Christopher Gorog                               |  | Director                                                                                          |  | April 28, 2003
|                                                      |  |                                                                                                   |  |               
|Ross Dove                                             |  | Director                                                                                          |  | April , 2003  
|                                                      |  |                                                                                                   |  |               
|Steven R. Springsteel                                 |  | Director                                                                                          |  | April , 2003  

| |  |         |                                           | 
| |  | ------- | ----------------------------------------- | 
| |  | *   By: | /s/  WILLIAM E. MCGLASHAN, JR.           
| |  |         |                                          
| |  |         | William E. McGlashan, Jr.Attorney-in-Fact

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