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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q/A

(Amendment No. 2)



(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, 2003
| | --------------------------------------------



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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| | For the transition period fromto
| | --------------------------------



Commission File Number: 000-26357



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LOOKSMART, LTD.

(Exact Name of Registrant as Specified in its Charter)



|Delaware                                                       |  | 13-3904355                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



625 Second Street

San Francisco, California 94107

(Address of Principal Executive Offices and Zip Code)



(415) 348-7000

(Registrants Telephone Number, Including Area Code)



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Check whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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 Rule 12b-2 of the Exchange
Act).  Yes  x  No ̈



As of July 31, 2003, there were 105,424,114 shares of the registrants
common stock outstanding.



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FORM 10-Q



INDEX



|                 |  | Page
|---------------- |  | ----
|                 | 
|EXPLANATORY NOTE |  | 3   
|                 | 
|Signatures       |  | 4   
|                 | 
|EXHIBIT INDEX    |  | 5   



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EXPLANATORY NOTE



The Form 10-Q for
the quarter ended June 30, 2003 was originally filed on August 14, 2003 and amended on September 5, 2003. This 10-Q/A is being filed solely for purposes of providing an amended Exhibit 10.34. Except for the exhibit, no information included in the
original 10-Q is amended by this Form 10-Q/A. This Form 10-Q/A speaks only as of the date the 10-Q was originally filed and except as noted above, we have not undertaken herein to amend, supplement or update any information contained in the original
10-Q to give effect to subsequent events.



For a more recent
description of our business and the risk factors that may affect our business, results of operations and financial condition, including the effects of current business and economic conditions in our industry and in our target markets, we urge you to
carefully review and consider the various disclosures made by us in our recent filings with the Securities and Exchange Commission, including recent Current Reports on Form 8-K and our future filings with the SEC.





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SIGNATURE



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.



Date: November 7, 2003



|
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LOOKSMART, LTD.By:

/s/    WILLIAM LONERGANWilliam Lonergan Chief Financial Officer (Principal Financial and Accounting Officer)




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EXHIBIT INDEX



|Exhibit Number |  | Description of Document                                                                                            
|-------------- |  | -------------------------------------------------------------------------------------------------------------------
|               | 
|10.34++        |  | Co-Location Services Agreement between the Registrant and Savvis Communications Corporation dated February 19, 2003
|               | 
|31.1           |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                 
|               | 
|31.2           |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                 



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|(++) | Confidential treatment has been requested with respect to portions of the exhibit.
|---- | ----------------------------------------------------------------------------------



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