**SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549**

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**FORM 10-K/A**

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(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, 2001**

**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 0-22292**

**ACTIONPOINT, INC.**
(Exact name of registrant as specified in its charter)



|**Delaware**                                                   | **77-0104275**                         
|-------------------------------------------------------------- | ---------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification number)

**1299 Parkmoor AvenueSan Jose, California    95126**(Address of principal executive offices including zip code)

**(408) 325-3800**(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



|Title or each class
None | Name of each exchange on which registered
None
|------------------------ | ----------------------------------------------

Securities registered pursuant to Section 12(g) of the Act:



| | Common Stock,  $0.01 par valuePreferred Share  Purchase Rights
| | --------------------------------------------------------------

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.  [   ]

The aggregate market value of voting stock held by
non-affiliates of the registrant as of February 28, 2002, was to the best of the
registran's knowledge approximately $8.7 million (based upon the February 28, 2002
closing price for shares of the registrant's Common Stock as reported by the
Nasdaq National Market).  Shares of Common Stock held by each officer, director
and holder of 5% or more of the outstanding Common Stock have been excluded in
that such persons may be deemed to be affiliates.  This determination of
affiliate status is not necessarily a conclusive determination for other
purposes.

On February 28, 2002, approximately 4,374,874 shares of
the registrant's Common Stock, $0.01 par value, were outstanding.









**ACTIONPOINT, INC.
                                   FORM 10-K/A
                     FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
                               TABLE OF CONTENTS**



|Part I.    |                                                                                       | Page
|---------- | ------------------------------------------------------------------------------------- | ----
|Item 1.    | Business                                                                              | 4   
|Item 2.    | Properties                                                                            | 14  
|Item 3.    | Legal Proceedings                                                                     | 15  
|Item 4.    | Submission of Matters to a Vote of Security Holders                                   | 15  
|Part II.   |                                                                                       |     
|Item 5.    | Market for the Registrant's Common Equity and Related Stockholder Matters             | 16  
|Item 6.    | Selected Consolidated Financial Data                                                  | 16  
|Item 7.    | Management's Discussion and Analysis of Financial Condition and Results of Operations | 18  
|Item 7a.   | Quantitative and Qualitative Disclosures About Market Risk                            | 24  
|Item 8.    | Financial Statements and Supplementary Data                                           | 25  
|Item 9.    | Changes in and Disagreements with Accountants on Accounting and Financial Disclosures | 25  
|Part III.  |                                                                                       |     
|Item 10.   | Directors and Officers of the Registrant                                              | 26  
|Item 11.   | Executive Compensation                                                                | 28  
|Item 12.   | Security Ownership of Certain Beneficial Owners and Management                        | 38  
|Item 13.   | Certain Relationships and Related Transactions                                        | 40  
|Part IV.   |                                                                                       |     
|Item 14.   | Exhibits, Financial Statements Schedules and Reports on Form 10-K                     | 42  
|Signatures |                                                                                       | 66  

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This Annual Report on Form 10-K may contain forward-looking
statements that involve risks and uncertainties. Our actual results may
differ materially from the results discussed in any such forward-looking
statements.  Factors that might cause such a difference include, but are not
limited to, those discussed below under the caption "Risk Factors" as
well as the following: the emergence of the document management and image
processing markets, potential fluctuations in quarterly results, competition,
new products and technological change, general economic conditions and
dependence on capital spending of customers, a lengthy sales cycle and
dependence on system sales, reliance upon third-party resellers,  dependence
upon key personnel, and such risks and uncertainties as are detailed from time
to time in ActionPoint's SEC reports and filings, including this Form 10-K for
the 2001 fiscal year and the Registration Statement on form S-4 filed by
ActionPoint April 26, 2002, as amended, in connection with its proposed merger with Captiva Software
Corporation.



PART I



Item 1.	Business.



Overview

We develop, market and service information capture
software. Information capture software enables organizations to collect,
organize and input paper and fax-based information into their installed
computing systems, providing a critical bridge between the paper world and the
digital world. Our customers have traditionally been large ("global
1000") businesses and governmental agencies that use our InputAccel
software to convert transaction-related documents, such as order forms, claim
forms, or loan applications, into an appropriate electronic format and to
transport images of and information from these documents to storage on Web
sites, compact disks, or internal databases for subsequent search, retrieval or
further processing. Additionally, we market software tools under our Pixel
Translations brand to various hardware and software providers.



On March 4, 2002, we entered into a merger
agreement with Captiva Software Corporation, a privately held company that
provides forms processing software products and services.  Pursuant to the
merger agreement, Captiva will become a wholly owned subsidiary and we will
change our name to Captiva Software Corporation. The merger is subject to
necessary approvals from the stockholders of both companies and is expected to
be completed in the third quarter of 2002.  In connection with the merger, we
have filed a registration statement with the SEC on Form S-4, which includes
additional information about the merger and the merger agreement.



Industry Background

Today, most global 1000 companies and governmental
agencies worldwide have installed computerized enterprise resource planning,
document management and intranet applications, all of which have had a profound
impact on how these entities manage their internal information and internal
business operations.  But, these same organizations continue to receive a
significant amount of information from customers, suppliers, partners and others
outside the enterprise in the form of paper, faxes, microfilm and even
incompatible electronic files.   Dealing with paper and fax in a computerized
environment is a challenge in all industries; it is particularly problematic in
services industries such as financial services, insurance, health care,
telecommunications, transportation and government. Paper- and fax-based
information from customers and partners is vital to running these businesses,
but this information is incompatible with the installed enterprise computer
systems making it difficult to provide the desired levels of customer service
and operating efficiencies.

Information capture solutions enable organizations to
collect, organize and input paper and fax-based information into their installed
computing systems, providing a critical bridge between the paper world and the
digital world. The result is improved customer satisfaction, increased
productivity and reduced operating costs.



Technology and Products

InputAccel

InputAccel has, in recent years, been our main
software product. InputAccel began shipping in November 1995.  With InputAccel,
enterprises of various sizes and document capture volume requirements can
standardize their systems on our enterprise information capture solution, yet
customize the system to meet the needs of either a transaction or content
processing operation at various levels of input volume. We have selling
relationships with established providers such as Documentum, IBM and Tower
Systems.



InputAccel utilizes an open integration architecture and set
of software modules designed to automate the conversion and indexing of paper
documents into formats compatible with computerized business systems.InputAccel is a client server application. The ActionPoint Enterprise Server
is the system's architectural backbone. InputAccel modules plug into the
Enterprise Server platform and perform specific information capture tasks such
as scanning, image enhancement, or data extraction.



The Windows NT-based Enterprise Server is the foundation
of our InputAccel system. It manages and controls various scanning processes--
acting as a work-queue manager, performing automatic workload balancing and
collecting performance data that system managers need to control the capture
process and insure efficiency and productivity.  When capture tasks are complete
Enterprise Server provides the connectivity between paper format and digital
format by delivering data and images to selected enterprise database
systems.



InputAccel modules plug into the Enterprise Server platform and perform
such image enhancement or data capture tasks including the following:



|Image Capture               | Data Capture                                    
|--------------------------- | ------------------------------------------------
|Scan                        | Full Text Optical Character Recognition and
Edit
|Rescan                      | Key Index                                       
|Copy                        | PDF Conversion                                  
|Automatic Quality Assurance | Document Identification                         
|Image Quality Assurance     | Forms                                           
|Image Enhancement           |                                                 



In addition to ActionPoint's InputAccel modules, over a dozen
third-party technology developers offer InputAccel-compatible modules worldwide.
These technology developers help make InputAccel a standard platform and as a
result of the variety of available modules for building information capture
solutions, giving customers the flexibility they need. These third-party
relationships also help extend ActionPoint's reach into many niche markets
requiring such specialized functionality as handprint or bar code
recognition.



Software Tools

Our software tools are designed to enable hardware and
software developers to save both time and money by using stable libraries of
software code, supported and maintained by ActionPoint, to drive document-imaging
hardware peripherals such as scanners, printers and displays.  We
provide PixTools software tools that allow imaging software applications to work
with virtually any scanner, controller board, or display.



Customers

The customers of our InputAccel products are primarily
Global 1000 companies and government entities. Some of our larger U.S. customers
include: Delta Airlines, Wachovia Bank, Fidelity Investments, Metropolitan Life,
Amgen, Searle, Prudential and the U.S. Patent Office.



We sell or license our software tools to hardware and
software suppliers such as Fujitsu, Canon, IBM and FileNet.



Sales

Our revenues largely come from the sale of InputAccel product
licenses.  We offer to sell InputAccel using volume-based perpetual licenses,
meaning customers may process pre-determined volumes of documents on a per day
basis, or transaction-based licenses, and meaning customers may process a pre-
determined volume of documents over any period of time.    As these licenses are
volume-based, customers are able to make initial purchases at attractive prices.
As a customer's system expands, as defined by document volume throughput,
purchases of additional licenses are required.  Historically, our customers have
predominantly been Global 1000 companies and governmental agencies.



Additionally revenues are obtained from annual software
maintenance subscriptions and professional consulting/implementation services.
These service/support revenues represented 30% of our total revenues in 2001,
with the majority of this coming from software maintenance.

InputAccel software is typically used in connection with
complex enterprise computer systems that include important software and hardware
components supplied by other vendors. As a result, purchasers of these
enterprise computer systems often rely on system integrators and value-added
resellers to oversee the acquisition and installation of key hardware and
software components of the overall system. Most of our products are sold by a
combination of direct and indirect channels.  We employ a sales force of
approximately thirteen account representatives and nine sales engineers located
across several U.S. and two international field offices.  Historically
worldwide, approximately one-half of our InputAccel sales are made directly to
end-users and one-half through an established channel of systems integration
companies such as EDS, IBM, and Xerox.  International revenues represented 30%
of total revenues in 2001.



Our Pixel software tools are generally sold or licensed
on a royalty basis through a direct sales program to hardware and software
suppliers such as Fujitsu, Canon, IBM and FileNet.



Marketing

Our marketing objectives include building market
awareness and acceptance of ActionPoint and our products, as well as generating
qualified customer leads. We attend industry trade shows and seminars, such as
the Association for Information and Image Management International's annual
conference, and provide information about our company and our products on our
Web site. Our executives speak at industry events and provide briefings to
industry analysts and trade press. We also conduct public relations activities,
advertise in trade publications to promote our products to our target markets
and host an annual user's conference.



Our marketing goals include the following:



- to plan and build an integrated program addressing both
internal and external audiences, including prospects, customers, business and
trade press, industry analysts and investors;
- to position us as a leader in providing information
capture applications;
- to design and implement media and tactical programs that
communicate effectively with our target audiences; and
- to clearly and consistently communicate our positioning
in our marketing programs.

Research and Development

We believe that our future success will depend in large
part on our ability to enhance our current product line, develop new products,
maintain technological competitiveness and satisfy an evolving range of customer
requirements.  We have assembled a team of skilled software developers and
software quality assurance engineers with significant industry experience. This
development group is responsible for exploring new directions and applications
of core technologies, incorporating new technologies into products and
maintaining strong research relationships with other software developers.  We
seek to build upon our direct investment in research and development by
supporting efforts by independent software vendors to develop complementary
products and participate actively in the development of industry standards.



Technical Support and Professional Services

An important element in our strategy is to provide
comprehensive support of our products.  We believe that responsive technical
support is essential to satisfy customer requirements. We provide support for
our products primarily through our customer support staff based in our San Jose,
California facility. Our support activities include direct support to our
customers through our Web site, which offers technical information designed to
assist in answering frequently asked questions and in problem diagnosis and
resolution. We also provide telephone support via help desk, e-mail support and
remote control support that provide direct access from our support personnel to
our customers' systems for problem diagnosis and resolution.  Most customers buy
an annual maintenance contract when they initially license our software and most
renew this contract on an annual basis.  Additionally, we provide a variety of
training and professional consulting services to the majority of our customers,
which assist them to more efficiently, implement their systems.



We typically provide a ninety-day warranty program from
defects for all of our products. Our standard terms and conditions provide that
a customer may return a defective product for repair or replacement during the
warranty period.



Intellectual Property

We have invested significantly in the development of
proprietary technology for our products and our operations frequently
incorporate proprietary and confidential information. We rely upon a combination
of copyright and trademark laws and non-disclosure and other intellectual
property contractual arrangements to protect our proprietary rights. We protect
our software, documentation and other written materials under trade secret and
copyright laws, which only provide limited protection. We do not hold any
patents and currently have no patent applications pending. We also enter into
confidentiality or license agreements with our employees, consultants and
corporate partners and control access to and distribution of our software,
documentation and other proprietary information.



Despite our efforts to protect our proprietary rights,
unauthorized parties may attempt to copy or otherwise obtain and use our
products or technology. Monitoring unauthorized use of our products is difficult
and we cannot be certain that the steps we have taken will prevent
misappropriation of our technology, particularly in foreign countries where the
laws may not protect our proprietary rights as fully as in the United States. In
addition, our competitors might independently develop similar technology or
duplicate our product or circumvent any patents or our other intellectual
property rights. Due to rapid technological change in our market, we believe the
various legal protections available for our intellectual property are of limited
value. Instead, we seek to establish and maintain a technology leadership
position by leveraging technological and creative skills of our personnel, new
product developments and enhancements to existing products.



Competition

The market for our products is highly competitive,
evolving and subject to rapid technological change. We believe the principal
competitive factors are product features, support, price and reputation. In
addition, support of our product architecture by independent software vendors
and ease of product implementation are important competitive factors for
InputAccel. We believe that we currently compete favorably in these areas.



Our principal competitors are established software
companies, some of which that have a broad range of software offerings and
consultants that provide customized software solutions for their client
companies.  These competitors include Kofax, FileNet, Readsoft and Captiva.



We expect additional competition from other established
and emerging companies if the market continues to develop and expand. Many of
these competitors and potential competitors may have significant competitive
advantages, including greater name recognition; more resources to apply to the
development, marketing and sales of their products and more established sales
channels. In addition, many of our competitors have well-established
relationships with our current and potential customers and have extensive
knowledge of our industry. As a result, our competitors may be able to respond
more quickly to new or emerging technologies and changes in customer
requirements, or to devote greater resources to the development, promotion and
sale of their products than we can.  In addition, current and potential
competitors have established or may establish cooperative relationships among
themselves or with third parties to increase the ability of their products to
address customer needs.  Accordingly, it is possible that new competitors or
alliances among competitors may emerge and rapidly acquire significant market
share.  We also expect that competition will increase as a result of software
industry consolidations.



Employees

As of December 31, 2001, we had 129 employees. We employ
19 people in finance and administrative functions; 79 in marketing, sales,
services; and support and 31 in engineering and product development. In
addition, we hire temporary employees on an as-needed basis to meet production
requirements.  None of the employees are represented by a labor union or are
subject to a collective bargaining agreement.  We believe that our employee
relations are good.



Executive Officers



Our executive officers are as follows:



`Name                Age Position
------------------- --- ----------------------------------
Stephen Francis     40  President, Chief Executive Officer
                        and Director

Matt Albanese       43  Vice President-Professional Service

John Finegan        52  Chief Financial Officer, Secretary
                        and Director

David Sharp         37  Vice President-Engineering

John Stetak         43  Vice President-Marketing

Jim Vickers         42  Vice President-Sales`



Stephen Francis joined ActionPoint in 1994 as Vice
President when the company he co-founded, Pixel Translations, was acquired by
ActionPoint. Mr. Francis became Vice President, Business Development in 1999
after serving as General Manager of the Pixel Division since 1997 and was
elected President and CEO in June 2001. Prior to joining Pixel Translations, Mr.
Francis held engineering and marketing management roles at Calera, now part of
ScanSoft Corporation, a developer of recognition software. Mr. Francis holds a
BS in Electrical Engineering/Computers from Stanford University.



Matt Albanese joined ActionPoint as Director of
Engineering for the Software Division in 1995 and was promoted to Vice
President, Professional Services in December 1997.  Prior to joining
ActionPoint, Mr. Albanese was the Director of Engineering for Plexus Software, a
Division of Banctec, a computer products firm. Mr. Albanese holds a BS in
Computer Science from San Jose National University.



John Finegan joined ActionPoint in 1989 as Vice
President-Finance, was elected Chief Financial Officer in 1990, Secretary in
1993, and Director in 1997.  Prior to joining ActionPoint he was Vice President
of Finance for the Paradise Systems Division of Western Digital Corporation, a
developer of computer peripherals. Mr. Finegan holds an MBA from the University
of Massachusetts and a BS in Engineering from Tufts University.



David Sharp joined ActionPoint in 1994 as senior
software engineer when the company with which he was previously employed, Pixel
Translations, was acquired by ActionPoint. Mr. Sharp became Director of software
Quality Assurance in 1998 after serving as SQA Manager since 1996 and was
promoted to Vice President of Engineering in June, 2001. Mr. Sharp holds a BS in
Computer Science from California Polytechnic State University in San Luis
Obispo.



John Stetak joined ActionPoint as Vice President of
Marketing in May 1998. From 1992 to 1998 he served as Director of Marketing for
the Data Management Market Group of Autodesk, a software developer. Previously
Mr. Stetak was Manager of Product Marketing for EDS.



James Vickers joined ActionPoint as Vice President of
Sales in December 2001. Prior to joining ActionPoint, Mr. Vickers served as
Executive Vice President for Sales and Marketing at TR Systems, a provider of
software solutions for digital document communications.  From 1995 to 2000 Mr.
Vickers served in a variety of senior sales positions for Electronics for
Imaging. Mr. Vickers holds a BS in Business Administration from California State
University at Long Beach.





RISK FACTORS

In addition to the other information in this Report, the
following risk factors should be considered carefully in evaluating us and our
business.





Risks Related to our Financial Results



We have recently experienced losses and may continue to
incur losses for the foreseeable future, which may harm the market price of our
common stock.



We incurred a net loss of $1.9 million for 2001. In recent
periods we have not generally generated cash from operations.  Even if we
achieve profitability, given the competitive and evolving nature of our industry
we may not be able to sustain or increase profitability on a quarterly or annual
basis. As a result, we will need to generate higher revenues while containing
costs and operating expenses to become and remain profitable. Our failure to do
so may cause the price of our stock to decline.



Because of the unpredictability of operating results from
our products, we may not accurately forecast our revenues or match our expenses
to our revenues, which could harm our quarterly operating results and cause
volatility or declines in our stock price.

Our quarterly revenues, expenses and operating results
have varied significantly in the past and are likely to vary significantly in
the future due to a variety of factors, including:



- the introduction of new or enhanced products;
- fluctuations in the size and timing of significant
orders;
- uncertainty in the budgeting cycles of our customers;
and
- possible delays in recognizing licensing revenues and the
trend within the software industry for a large portion of orders to be booked
late in a calendar quarter.



We operate with virtually no order backlog because our
software products are shipped shortly after orders are received. That makes
product revenues in any quarter substantially dependent on orders booked and
shipped throughout that quarter. In addition, we achieve a significant portion
of revenues from indirect sales channels over which we have little control.
Moreover, our expense levels are based to a significant extent on our
expectations of future revenues and therefore are relatively fixed in the short
term. If revenue levels are below expectations, our operating results are likely
to be harmed because only small portions of the expenses vary with revenues.



Also, in recent years, we have had relatively stronger demand
for our products during the quarter ending December 31 and relatively weaker
demand in the quarter ending March 31. We believe that, adjusting for the
negative impact in late 1999 caused by Year 2000 concerns, this pattern will
continue.  This seasonality makes it more difficult to forecast quarterly
revenues.  Therefore, it is likely that in some future quarter operating results
will fall below expectations and as a result, the price of our common stock may
be harmed.



As a result of these factors, we believe that quarter-to-
quarter comparisons of our revenue, expenses and operating results are likely to
vary significantly in the future and that period-to-period comparisons of our
operating results are not necessarily meaningful. In any event, such comparisons
should not be relied upon as indications of our future performance. In addition,
our operating results in one or more future quarters may fail to meet the
expectations of securities analysts or investors. If this occurs, we could
experience an immediate and significant decline in the trading price of our
stock.





Risks Related to the Information Capture Software
Industry



If we are not able to effectively compete against other
software providers in the information capture software industry, our revenues
will not increase and may decrease.

The market for our products is intensely competitive and
subject to rapid change.  In addition, because there are relatively low barriers
to entry in the software market, we may encounter additional competition from
many established and emerging companies. Many of our competitors have longer
operating histories, significantly greater financial, technical, marketing and
other resources than us, significantly greater name recognition and a large
installed base of customers. As a result, our competitors may be able to respond
more quickly to new or emerging technologies and changes in customer
requirements, or to devote greater resources to the development, promotion and
sale of competitive products than we can. There is also a substantial risk that
announcements of competing products by large competitors could result in the
delay or postponement of customer orders in anticipation of the introduction of
such new products.



In addition, current and potential competitors have
established or may establish cooperative relationships among themselves or with
third parties to increase the ability of their products to address customer
needs. These cooperative relationships may limit our ability to sell our
products through particular reseller partners. Accordingly, new competitors or
competitive cooperative relationships may emerge and rapidly gain significant
market share. We also expect that competition will increase as a result of
software industry consolidation. Increased competition is likely to result in
price reductions, fewer customer orders, reduced margins and loss of market
share, any of which could harm our revenues and business.



If the market for information capture software does not
grow, our revenues may not grow.

The market for information capture software is fragmented
and extremely competitive.  We have spent, and intend to continue to spend;
considerable resources educating potential customers about our software products
and the information capture market generally. Our expenditures may fail to
achieve any additional degree of market acceptance for our products. The rate at
which organizations have adopted our existing products has varied significantly,
and we expect to continue to experience such variations in the future. If the
market for our products grows more slowly than we currently anticipate, our
revenues will not grow and our operating results will suffer.





Risks Related to Our Business



Significantly all of our revenues are currently derived from
sales of our InputAccel product and related software tools, and if demand for
these products declines or fails to grow as we expect, our revenues will be
harmed.

We derive substantially all of our revenues from the
InputAccel product family and Pixtools software tools. Therefore, our future
operating results depend heavily upon continued and widespread market acceptance
for our InputAccel products and enhancements to those products. A decline in the
demand for InputAccel products as a result of competition, technological change
or other factors, would cause our revenues to suffer.





If we are unable to respond in an effective and timely manner
to  technological change and new products in our industry, our revenues and
operating results will suffer.

The market for information capture is characterized by
rapid technological change, frequent new product introductions and enhancements,
uncertain product life cycles, changes in customer demands and evolving industry
standards. The introduction of products embodying new technologies and the
emergence of new industry standards can render existing products obsolete and
unmarketable. Our future success will depend upon our ability to continue to
enhance our current products and to develop and introduce new products on a
timely basis that keep pace with technological developments and satisfy
increasingly sophisticated customer requirements. As a result of the
complexities inherent in our software, new products and product enhancements can
require long development and testing periods. As a result, significant delays in
the general availability of such new releases or significant problems in the
installation or implementation of such new releases could harm our operating
results and financial condition. We have experienced delays in the past in the
release of new products and new product enhancements. We may fail to develop and
market on a timely and cost effective basis new products or new product
enhancements that respond to technological change, evolving industry standards
or customer requirements. We may experience difficulties that could delay or
prevent the successful development, introduction or marketing of these products
or that our new products and product enhancements will achieve market
acceptance.



Software defects that are discovered in our products could
harm our business by damaging our reputation, causing us to lose customers and
resulting in significant costs and liabilities.



Our software products are complex and may contain errors
or defects, particularly when first introduced or when new versions or
enhancements are released. In the past, we have discovered software errors in
certain of our new products after their introduction. In addition, our products
are combined with complex products developed by other vendors. As a result,
should problems occur, it may be difficult to identify the source of the
problem. Defects and errors, or end-user perception of defects and errors, found
in current versions, new versions or enhancements of our products after
commencement of commercial shipments may result in:



- loss of customers;
- damage to our brand reputation;
- delay in market acceptance of our current and future
products;
- diversion of development and engineering resources;
and
- legal actions by our customers.



The occurrence of any one or more of these factors could harm
our revenues and gross margins.



If we cannot manage and expand our international
operations, our revenues may not increase and our business and results of
operations would be harmed.

In 2001, international sales represented approximately
30% of our revenues, and we anticipate that for the foreseeable future a
significant portion of our revenues will be derived from sources outside North
America. In addition, we intend to continue to expand our sales and support
operations internationally. In order to successfully expand international sales,
we may establish additional foreign operations, expand our international sales
channel management and support organizations, hire additional personnel,
customize our products for local markets, recruit additional international
resellers and attempt to increase the productivity of existing international
resellers. If we are unable to do these things in a timely and cost-effective
manner, our sales growth internationally, if any, will be limited, and our
business, operating results and financial condition would be harmed. Even if we
are able to successfully expand our international operations, we may not be able
to maintain or increase international market demand for our products.



Our international operations are generally subject to a
number of risks, including:



- costs of customizing products for foreign
countries;
- protectionist laws and business practices favoring local
competition;
- compliance with multiple, conflicting and changing
government laws and regulations;
- longer sales cycles;
- greater difficulty or delay in accounts receivable
collection;
- difficulties in staffing and managing foreign
operations;
- foreign currency exchange rate fluctuations; and
- political and economic instability.



To date, the majority of our revenues and costs have been
denominated in U.S. dollars. However, we expect that in the future an increasing
portion of our revenues and costs will be denominated in foreign currencies.
Although we may undertake foreign exchange hedging transactions to reduce our
foreign currency transaction exposure, we do not currently attempt to eliminate
all foreign currency transaction exposure.



Our future success is dependent on the services of our key
management, sales and marketing, technical support and research and development
personnel, and those persons' knowledge of our business and technical expertise
would be difficult to replace.



Our products and technologies are complex, and we are
substantially dependent upon the continued service of our existing key
management, sales and marketing, technical support and research and development
personnel. Substantially all of our key employees do not have employment
agreements. The loss of the services of one or more of our key employees could
harm our business and slow our product development processes or sales and
marketing efforts.



If we fail to recruit and retain a significant number of
qualified technical personnel, we may not be able to develop, introduce or
enhance our products on a timely basis.

We require the services of a substantial number of
qualified technical support and research and development personnel. The market
for these personnel is characterized by intense competition, as well as a high
level of employee mobility.  These factors make it particularly difficult to
attract and retain the qualified technical personnel we require. We have
experienced, and we expect to continue to experience, difficulty in hiring and
retaining highly skilled employees with appropriate technical qualifications. If
we are unable to recruit and retain a sufficient number of technical personnel,
we may not be able to complete development of, or upgrade or enhance, our
products in a timely manner. Even if we are able to expand our staff of
qualified technical personnel, it may require greater than expected compensation
packages that would increase our operating expenses.



If our products fail to perform properly, our customers
may assert product liability claims for damages and our reputation and operating
results may suffer.

Our products are used in connection with critical
business functions and may result in significant liability claims if they do not
work properly.  Limitation of liability provisions we include in our license
agreements may not sufficiently protect us from product liability claims because
of limitations in existing or future laws or unfavorable judicial decisions.
Although we have not experienced any material product liability claims to date,
the sale and support of our products may give rise to claims which may be
substantial in light of the use of our products in business-critical
applications.  Liability claims could require us to spend significant time and
money in litigation or to pay significant damages.  Any claims for damages,
whether or not successful, could seriously damage our reputation and our
business.







Risks Related to Our Product's Dependence on
Intellectual Property and Our Use of Our Brand



Our reliance upon contractual provisions and domestic
copyright and trademark laws to protect our proprietary rights may not be
sufficient to protect our intellectual property from others who may sell similar
products.

We believe that the steps we have taken to safeguard our
intellectual property afford only limited protection. We rely primarily on a
combination of copyright, trademark and trade secret laws, confidentiality
procedures and contractual provisions to protect our proprietary rights. We
license our software products primarily under license agreements. Competitors
may develop technologies that are similar or superior to our technology or
design that do not infringe our copyrights and trade secrets, and this could
reduce demand for our products. Despite our efforts to protect our proprietary
rights, unauthorized parties may attempt to copy aspects of our products or to
obtain and use information that we regard as proprietary. Policing unauthorized
use of our products is difficult, and although we are unable to determine the
extent to which piracy of our software products exists, software piracy can be
expected to be a persistent problem.



In addition, the laws of some foreign countries do not
protect our proprietary rights as fully as do the laws of the U.S. In those
countries, reverse engineering, unauthorized copying or other misappropriation
of our proprietary technology could enable third parties to benefit from our
technology without paying us for it, which would significantly harm our
business.



We depend upon software we license from third parties, the
loss of which could harm our revenues.

We rely upon certain software that we license from
third parties, including software that is integrated with our internally
developed software and used in our products to perform key functions.  There can
be no assurance that these third-party software licenses will continue to be
available to the Company on commercially reasonable terms, if at all.  The loss
of or inability to maintain any such software licenses could result in shipment
delays or reductions until equivalent software could be developed identified,
licensed and integrated. Such delays would materially adversely affect our
business, operating results and financial condition.



We have invested substantial resources in developing our
products and our brand, and our operating results would suffer if we were
subject to a protracted infringement claim or one with a significant damage
award.

Substantial litigation regarding intellectual property
rights and brand names exists in our industry. We expect that software product
developers increasingly will be subject to infringement claims as the number of
products and competitors in our industry segment grows and the functionality of
products in different industry segments overlaps. We are not aware that any of
our products infringe any proprietary rights of third parties. However, third
parties, some with far greater financial resources than us, may claim
infringement by our products of their intellectual property rights. Any such
claims, with or without merit, could:



- be time consuming to defend;
- result in costly litigation;
- divert management's attention and resources;
- cause product shipment delays; or
- require us to enter into royalty or licensing agreements.





If we are required to enter into royalty or licensing
agreements to resolve an infringement claim, we may not be able to enter into
these agreements on terms acceptable to us, if at all. A successful claim of
product infringement against us or our failure or inability to either license
the infringed or similar technology or develop alternative technology on a
timely basis, may harm our operating results, and our financial condition could
be harmed because we would not be able to sell the impacted product without
redeveloping it or incurring significant additional expenses.





Risks Related to the Market for
Our Common Stock and Our Business



We experience volatility in our share price, and investors
may not be able to resell shares of our common stock at or above the purchase
price.

The market price of our common stock has historically
varied from time to time. An investor in shares of our common stock may not be
able to resell those shares at or above the price paid. Our common stock price
may fluctuate significantly in the future due to:



- any deviations in our revenues, gross margins or net
losses from levels expected by securities analysts;
- changes in financial estimates by securities
analysts;
- changes in market valuations of other information capture
software companies; and
- our future sales of common stock or other
securities.



In addition, The Nasdaq National Market has experienced
extreme volatility in recent years that has often been unrelated to the
performance of particular companies. Future market fluctuations may cause our
stock price to fall regardless of our performance.



Provisions of our charter documents, Delaware law and our
rights plan may have anti-takeover effects that could discourage or prevent a
change in control, which may suppress our stock price or cause it to
decline.

Provisions of our certificate of incorporation and bylaws
and a rights plan adopted by our board of directors may discourage, delay or
prevent a merger or acquisition that our common stockholders may consider
favorable.  Provisions of our Certificate of Incorporation and bylaws:



- prohibit cumulative voting in the election of
directors;
- eliminate the ability of stockholders to call special
meetings; and
- establish advance notice requirements for nominations for
election to the board of directors or for proposing matters that can be acted on
by stockholders at stockholder meetings.



The rights granted pursuant to the rights agreement entered
into as part of our rights plan have anti-takeover effects.  The rights may
cause substantial dilution to a person or group that attempts to acquire
ActionPoint on terms that our board of directors determines are not in the best
interests of our stockholders. Certain provisions of Delaware law also may
discourage, delay or prevent someone from acquiring or merging with us, which
may cause the market price of our common stock to decline.





Item 2.	Properties.



Our principal administrative, sales, marketing and
research and development facility is located in a building of approximately
46,000 square feet in San Jose, California.  This facility is leased through
February 2004.  All of our functions except certain sales activities are
performed at this facility.  Our European sales activities are conducted from
leased facilities near Munich, Germany and London, England.  Certain other sales
activities are conducted from rented offices in various states in the U.S.  We
believe that our facilities are adequate for our current needs.



Item 3.	Legal Proceedings.



There are no material pending legal proceedings to which
we are a party or to which our subsidiaries are subject.



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



No matters were submitted to a vote of security holders
during the fourth quarter of the year ended December 31, 2001.









PART II



Item 5.	Market for Registrant's Common Equity and
Related Stockholders Matters.



Price range of common stock

`Quarter Ended
                          ------------------------------------------
2001                      March 31,    June 30, Sept. 30,  Dec. 31,
------------------------  ---------  ---------  ---------  ---------

Stock prices:
  High                        6.19       5.16       3.00       1.80
  Low                         1.75       2.59       1.16       1.25

2000                      March 31,  June 30,   Sept. 30,  Dec. 31,
------------------------  ---------  ---------  ---------  ---------

Stock prices:
  High                       34.25      20.25       8.44       5.38
  Low                        10.88       7.00       4.13       2.00`



Common stock market price

Our common stock is traded on The Nasdaq
National Market under the symbol ACTP.  Our common stock began trading in
September 1993. There were approximately105 stockholders of record and
approximately 2,500 beneficial shareholders of record at February 28, 2002.



To date, we have not declared or paid any cash dividends on
our common stock.  We do not anticipate paying dividends on our common stock in
the foreseeable future.





Item 6.  	Selected Consolidated Financial Data.



The following selected consolidated financial data should be
read in conjunction with the consolidated financial statements and related Notes
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this document. The consolidated statement of
operations data for each of the three years in the period ended December 31,
2001, and the balance sheet at December 31, 2001 and 2000, are derived from the
audited consolidated financial statements included elsewhere in this document.
The consolidated statement of operations data for the years ended December 31,
1998 and 1997 and the balance sheet at December 31, 1999, 1998 and 1997, are
derived from the audited consolidated financial statements not included in this
document.  Our historical results are not necessarily indicative of results to
be expected for future periods. See the Notes to Consolidated Financial
Statements for a detailed explanation of the determination of the shares used to
compute basic and diluted net loss per share.





`Year Ended December 31,
                                 -------------------------------------------------
                                   2001      2000      1999      1998      1997
                                 --------- --------- --------- --------- ---------
                                         (in thousands, except per share amounts)
                                
Consolidated Statements of
    Operations Data:            
----------------------------    
For continuing operations:      
Net revenues....................  $22,035   $25,042   $22,178   $17,409   $12,240
Gross profit....................   18,296    20,621    18,964    15,661    11,359
Operating income (loss).........   (2,551)   (8,353)     (848)      832       (91)
Net income (loss)...............   (1,915)   (8,758)     (141)    1,039       394
Basic and diluted net income
   (loss) per share.............   ($0.45)   ($2.09)   ($0.03)    $0.18     $0.05
                                
For discontinued operations:    
Net income (loss)...............                                ($1,351)     $687
Basic and diluted net income
   (loss) per share.............                                 ($0.24)    $0.10

Net income (loss)...............  ($1,915)  ($8,758)    ($141)    ($312)   $1,081
Basic and diluted net income
   (loss) per share.............   ($0.45)   ($2.09)   ($0.03)   ($0.06)    $0.15
Shares used in per share
   calculations.................    4,300     4,190     4,370     5,657     7,285
                                
Consolidated Balance
   Sheets Data:                 
----------------------------
Working capital *...............   $8,099    $4,960   $13,863   $19,030   $16,981
Total assets....................   15,328    17,801    23,178    26,877    37,693
Stockholders' equity............    8,157     9,922    17,378    21,357    33,923`

* Working capital is current assets minus current liabilities including current
portion of deferred revenue.

Item 7.	 	Management's Discussion and Analysis of
Financial Condition and Results of Operations.



The following table sets forth, for the periods
indicated, certain financial data from our consolidated statements of operations
as a percentage of revenues.

`Year Ended December 31,
                                                      --------------------------
                                                        2001     2000     1999
                                                      -------- -------- --------
For continuing operations only                                                  
Net revenues
  License...........................................       70%      78%      81%
  Service...........................................       30%      22%      19%
                                                      -------- -------- --------
Total  revenues.....................................      100%     100%     100%

Cost of revenues....................................
  License...........................................        4%       2%       3%
  Service...........................................       13%      16%      12%
                                                      -------- -------- --------
Cost of revenues....................................       17%      18%      15%
                                                      -------- -------- --------
    Gross profit....................................       83%      82%      85%
                                                      -------- -------- --------

Research and development............................       25%      31%      25%
Sales and marketing.................................       55%      66%      50%
General and administrative..........................       15%      19%      14%
                                                      -------- -------- --------
    Operating loss..................................      -12%     -33%      -4%

Interest and other income (expense).................       22%      -2%       3%
                                                      -------- -------- --------
    Income (loss) before provision for income taxes.       10%     -35%      -1%
Provision (benefit) for income taxes................       19%       0%      -0%
                                                      -------- -------- --------
    Net loss from continuing operations.............       -9%     -35%      -1%
                                                      ======== ======== ========`

Overview

We develop, market and service information capture software.
Our customers have traditionally been large global 1000 businesses and
governmental agencies that use our InputAccel software to convert transaction-
related documents, such as order forms, claim forms, or loan applications, into
an appropriate electronic format and to transport images of and information from
these documents to storage on Web sites, compact disks, or internal databases
for subsequent search, retrieval or further processing. Additionally, we market
software tools under our Pixel Translations brand to various hardware and
software providers.



We sold our Dialog Server product line to Chordiant Software,
Inc. on May 17, 2001 for approximately $7.1 million consisting of $2.0 million
in cash and 1.7 million shares of Chordiant common stock and recognized a pretax
gain of approximately $4.6 million.  We also established a valuation allowance
against the remaining net deferred tax assets based on our assessment of the
uncertainty of the realizability of such assets.





Critical Accounting
Policies

We have identified revenue recognition and
accounting for income taxes as critical accounting policies to our company.



Revenue recognition:

We derive our revenue primarily from two sources (i)
product revenue, which includes software license and royalty revenue, and (ii)
services and support revenue which includes software license maintenance fees,
training and professional services revenue. As described below, significant
management judgments and estimates must be made and used in connection with the
revenue recognized in any accounting period. Material differences may result in
the amount and timing of our revenue for any period if our management made
different judgments or utilized different estimates.



We license our InputAccel software products to end-users
on a perpetual basis and our Pixtools software to OEMs on a royalty basis.  We
apply the provisions of Statement of Position 97-2, Software Revenue
Recognition. We recognize InputAccel product revenues upon shipment provided
that persuasive evidence of an arrangement exists, collection is determined to
be probable and no significant undelivered obligations remain. We recognize
Pixtools licensing revenue, primarily royalties, when OEM partners ship or pre-
purchase rights to ship products incorporating Pixtools software, provided
collection of such revenue is determined to be probable.  We have no remaining
obligations in relation to such licensing revenue. If a significant portion of a
fee is due after our normal payment terms, which are 30 to 90 days from invoice
date, we account for the fee as not being fixed and determinable. In these
cases, we recognize revenue as the fees become due and payable.  We assess
collectibility based on a number of factors, including past transaction history
with the customer and the credit-worthiness of the customer. We do not request
collateral from our customers. If we determine that collection of a fee is not
reasonably assured, we defer the fee and recognize revenue at the time
collection becomes reasonably assured, which is generally upon receipt of cash.



For all sales, except those completed over the Internet,
we use either a binding purchase order or signed license agreement as persuasive
evidence of an arrangement. For sales over the Internet, we use a credit card
authorization as persuasive evidence of an arrangement. Sales through our
resellers are evidenced by a reseller agreement governing the relationship
together with binding purchase orders on a transaction-by-transaction basis.



For arrangements with multiple obligations (for example,
undelivered maintenance and support), we allocate revenue to each component of
the arrangement using the residual method under SOP 97-2 based on the fair value
of the undelivered elements, which is specific to ActionPoint. This means that
we defer revenue from the arrangement fee equivalent to the fair value of the
undelivered elements. Fair values for the ongoing maintenance and support
obligations are based upon separate sales of renewals to other customers or on
renewal rates quoted in the contracts. Fair value of services, such as training
or consulting, is based upon separate sales by us of these services to other
customers.



Our arrangements do not generally include acceptance
clauses. However, if an arrangement includes an acceptance provision, acceptance
occurs upon the earlier of receipt of a written customer acceptance or
expiration of the acceptance period.



We recognize revenue for maintenance services ratably
over the contract term, which are generally either one or three years. Our
training and consulting services are generally billed based



on hourly rates, and we recognize revenue as these services
are performed.  Our deferred revenue is largely comprised of undelivered
maintenance services.



Accounting for income taxes:



As part of the process of preparing our consolidated
financial statements we estimate our income taxes in each of the jurisdictions
in which we operate. This process involves us estimating our actual current tax
exposure together with assessing temporary differences resulting from differing
treatment of items, such as deferred revenue, for tax and accounting purposes.
These differences result in deferred tax assets and liabilities, which are
included within our consolidated balance sheet. We then assess the likelihood
that our deferred tax assets will be recovered from future taxable income and to
the extent we believe that recovery is not likely, we establish a valuation
allowance. To the extent we establish a valuation allowance or increase this
allowance in a period, we include an expense within the tax provision in the
statement of operations.



Significant management judgment is required in
determining our provision for income taxes, our deferred tax assets and
liabilities and any valuation allowance recorded against our net deferred tax
assets. We have recorded a valuation allowance for the full value of our
deferred tax assets as of December 31, 2001, due to recent operating losses that
create uncertainty in our ability to utilize these deferred tax assets,
primarily consisting of certain net operating losses carried forward and R&D
tax credits, before they expire.



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

Revenues



We derive the majority of our revenues from product licensing
and royalties. Our license revenues decreased by 21% in 2001 to $15.4 million
from $19.4 million in 2000 and increased by 8% in 2000 from $17.9 million in
1999. The decrease in license revenue for 2001 is due in part to a weak economy,
which led to extended sales cycles and general slowdowns in information
technology spending. This contrasts to an increase in license revenue for 2000,
which was derived primarily from increased revenues from ourInputAccelproduct line.License and royalties
accounted for 70%, 78% and 81% of 2001, 2000 and 1999 total revenues,
respectively.



Our service revenues, which are derived from software
maintenance and professional consulting, increased by 19% in 2001 to $6.7
million from $5.6 million in 2000 and increased by 30% in 2000 from $4.3 million
in 1999.  This represents 30%, 22% and 19% of 2001, 2000 and 1999 total
revenues.  The increase in service revenues in both absolute and percentage
terms was primarily attributable to a growing installed base of customers, most
of which purchase ongoing software maintenance support. We expect that service
revenues, as a percentage of total revenues, will continue to grow as our
installed base increases.



Gross Profit



Gross profit decreased by 11% to $18.3 million in 2001 from
$20.6 million in 2000 and increased 9% in 2000 from $19.0 million in 1999.
Gross profit margin increased to 83% in 2001 from 82% in 2000 and decreased in
2000 from 85% in 1999. Fluctuations in gross profit margins are generally
attributable to the mix of product license revenues and lower margin services
revenues. We expect revenues from maintenance and services to continue to
increase as a percentage of overall revenues.  Gross profit margin for product
license revenues decreased to 94% from 97% in 2000 and 1999 as a result of
additional use of third-party technology.  Gross profit margin for services
revenues increased to 57% in 2001 compared to 33% and 40% in 2000 and 1999
respectively, largely as a result of expense reductions. We expect that gross
profit margins for the near term will be similar to those of 2001.



Research and Development



Research and development expenses decreased by 29% in 2001 to
$5.6 million from $7.9 million in 2001 and increased by 41% in 2000 from $5.6
million in 1999. The decrease in 2001 is largely related to the sale of the
Dialog Server product line in May 2001. The increase in 2000 included
significant expenditures incurred for the Dialog Server product line and a one-
time stock related bonus expense of $710,000.We expect a decrease to
research and development expenses in 2002 as staffing was reduced in May 2001 in
conjunction with the sale of Dialog Server.



Research and development expenses decreased as a
percentage of revenue to 25% in 2001, from 31% in 2000, whichincreased
from 25% in 1999.



Sales and Marketing



Sales and marketing expenses decreased by 27% in 2001 to
$12.0 million from $16.4 million in 2000 and increased by 47% in 2000 from $11.2
million in 1999. The decrease in 2001 is largely due to reductions in
programmatic and product marketing expenses incurred in 2000 and early 2001 for
the Dialog Server product line, which was sold in May 2001. Additionally, there
was a one-time stock related bonus expense of $638,000 in 2000.  We do not
anticipate significant changes in sales and marketing expenses in 2002.



Sales and marketing expenses decreased as a percentage of
revenue to 55% in 2001, from 66% in 2000, which increased from 50% in 1999.



General and Administrative



General and administrative expenses decreased by 31% in 2001
to $3.3 million from $4.7 million in 2000 and increased by 54% in 2000 from $3.0
million in 1999. Much of the fluctuation in this period relatesto a $1.1
million of stock related bonus expense incurred in 2000. We do not anticipate
significant changes in general and administrative expenses in 2002.



General and administrative expenses decreased as a percentage
of revenue to 15% in 2001, from 19% in 2000, which increased from 14% in 1999.





Sale of the Dialog Server Product Line



We sold our Dialog Server product line to Chordiant Software,
Inc. on May 17, 2001 for approximately $7.1 million consisting of $2.0 million
in cash and 1.7 million shares of Chordiant common stock, which was valued at $3
per share at the transaction date.  We sold all of the Chordiant common stock,
including the shares held in escrow, in July 2001 at approximately $2.73 per
share and recognized a loss of approximately $400,000.  We recognized a pretax
gain on the transaction, comprised of proceeds, excluding amounts in escrow and
less transaction expenses, of approximately $4.6 million ($2.3 million net of
tax). Of the total proceeds, $637,000 in cash remained in escrow at December 31,
2001 pursuant to the asset sale agreement and will be released in May 2002.
Accordingly, this amount has not been included on the balance sheet or in the
computation of gain on sale.



As a result of the sale of Dialog Server, we will forgo
future revenue opportunities but will significantly reduce expenses.  Revenues
and expenses, in thousands of dollars, for the Dialog Server Product line were
as follows:





`2001      2000      1999
                                       --------- --------- ---------
Revenues..............................     $275      $740
Cost of revenues......................       99       378
Research and development..............      606     1,861       351
Sales and marketing...................      566      2088       156`



Minority Equity Investment



Based on its assessment of the likelihood to realize value,
the Company wrote off a $500,000 minority equity interest in the first quarter
of 2000. That minority equity investment was obtained in 1998 in conjunction
with the sale of the Company's hardware division.





Interest and Other Income



Interest and other income increased in 2001 to $239,000 from
$95,000 in 2000 and decreased in 2000 from $631,000 in 1999.  The increase in
2001 is due to the additional cash generated by the sale of the Dialog Server
product line. The decrease in 2000 was due to a reduction of cash balances.  We
expect that funds held in escrow as a result of the the sale of the Dialog
Server product line, $637,000, as of December 31, 2001, will be received in May
2002 and recorded as other income



Provision (Benefit) for Income Taxes



The income tax provision recorded in fiscal 2001 of $4.2
million is comprised of the following: tax on the gain from the sale of the
Dialog Server product line of $1.7 million,  the change in valuation allowance
of $3.3 million to reduce net deferred tax assets based on management's
assessment of the uncertainty of the realizability of such assets and the
provision for foreign taxes of $169,000 offset by the utilization of  net
operating losses of $1.0 million. In 2000 there was no benefit for income taxes
recorded as a result of the pretax losses generated during the year. In 1999, a
benefit of $76,000 was recorded as a result of pretax losses.



Liquidity and Capital Resources



At December 31, 2001, we had cash and cash equivalents of
$8.3 million, an increase of $6.1 million from December 31, 2000. The increase
is largely a result of the cash generated from the sale of the Dialog Server
product line.  At December 31, 2000, we had cash and cash equivalents of $2.2
million, a decrease of $7.0 million from December 31, 1999. The decrease in 2000
resulted from operating losses.



At December 31, 2001, working capital totaled $8.1 million,
an increase of $3.1 million from December 31, 2000. At December 31, 2000, the
working capital totaled $5.0 million, a decrease of $8.9 million from December
31, 1999.



Net cash provided by operating activities was $859,000 in
2001 compared to net cash used by operating activities of $6.9 million in 2000
and $413,000 in 1999.The increase in net cash provided by operations in
2001 is primarily due to reductions in operating losses  and favorable net
movements in working capital. With respect to working capital, reduced accounts
receivable provided $3.0 million in 2001 as a result of lower fourth quarter
revenues in 2001 as compared to 2000.  This was offset by a decrease in accrued
compensation and related liabilities of $1.1 million from December 31, 2000 to
December 31, 2001 due principally to lower sales commissions and executive
bonuses, as well as reduced headcount. In 2000 and 1999, the funds were utilized
to support increased expenses, substantially related to our Dialog Server
product family, and in 2000, for cash payments totaling $2.2 million made under a
stock-based incentive plan.



Net cash provided by investing activities was $5.1 million in
2001, made up of proceeds from the sale of the Dialog Server product line and
related Chordiant common stock and partially offset by additions to property and
equipment of $112,000. This compares to cash used for investing activities,
exclusively additions to property and equipment of $921,000 in 2000 and $827,000
in 1999. We expect that funds held in escrow as a result of the sale of the
Dialog Server product line, $637,000, as of December 31, 2001, will be received
in May 2002 and we expect that cash in amounts consistent with 2001 will be used
in 2002 for additions to property and equipment.



Net cash provided by financing activities was $150,000 in
2001 and $880,000 in 2000. Net cash used in investing activities was  $4 million
in 1999.  The cash provided in 2001 was from the sale of stock under the
Employee Stock Purchase Plan.  The cash provided in 2000 was the result of a
combination of the sale of stock under the Employee Stock Purchase Plan and the
sale of stock pursuant to employee stock options.  In 1999 we repurchased $4.5
million of stock.  We expect the sale of stock under the Employee Stock Purchase
Plan to generate cash in 2002.



The Company believes that its cash and cash equivalents, and
cash flows from operations will be sufficient to meet the Company's liquidity
and capital requirements for at least the next 12 months. The Company may,
however, seek additional equity or debt financing to fund further expansion.
There can be no assurance that additional financing will be available at all or
that it, if available, will be obtainable on terms favorable to the Company and
would not be dilutive. Our only future commitment for cash in the next 12 months
consists of operating leases (see Note 5.).

Subsequent Events

On March 4, 2002, we entered a merger agreement with
Captiva Software Corporation, a privately held company that provides forms
processing software products and services.  Pursuant to the merger agreement,
Captiva will become a wholly owned subsidiary and we will change our name to
Captiva Software Corporation. The merger is subject to necessary approvals from
the stockholders of both companies and is expected to be completed in the third
quarter of 2002.

Quarterly Operating Results (Unaudited)



The following table sets forth our unaudited financial
information for the eight quarters in the period ended December 31, 2001.  This
information has been prepared on the same basis as the audited financial
statements and, in the opinion of management, contains all adjustments necessary
for a fair presentation thereof.





**ACTIONPOINT, INC.

                 CONSOLIDATED FINANCIAL INFORMATION

           (unaudited - in thousands, except per share data)**

`Quarter Ended
                          ------------------------------------------
2001                      March 31,  June 30,   Sept. 30,  Dec. 31,
------------------------  ---------  ---------  ---------  ---------

Net revenues                $6,595     $4,863     $4,694     $5,883
Gross profit                 5,566      3,940      3,800      4,990
Operating income (loss)       (350)    (1,456)    (1,065)       320
Net income (loss)             (315)    (436)     (1,471)        307
Basic and Diluted EPS:       (0.07)     (0.10)     (0.34)      0.07

2000
------------------------
Net revenues                $4,613     $6,026     $5,967     $8,436
Gross profit                 3,785      5,056      4,723      7,195
Operating income (loss)     (4,738)    (1,787)    (1,925)        97
Net income (loss)           (5,139)   (1,750)    (1,974)        105
Basic and Diluted EPS:       (1.24)     (0.42)     (0.47)      0.02`





Item 7a. 	Quantitative and Qualitative Disclosures About Market Risk.

The Company's exposure to market risk for changes in interest
rates relate primarily to its investment portfolio. The Company maintains an
investment policy, which is intended to ensure the safety and preservation of
its invested funds by limiting default risk, market risk and reinvestment risk.
The Company does not currently use, nor has it historically used, derivative
financial instruments to manage or reduce market risk. The Company mitigates
default risk by investing in high credit quality securities such as debt
instruments of the United States government and its agencies and high quality
corporate issuers, as well as money market funds. The portfolio includes only
marketable securities with active secondary or resale markets to ensure
portfolio liquidity and maintains a prudent amount of diversification. As of
December 31, 2001, the Company had $8.3 million of cash and cash
equivalents.



The Company does not currently transact any significant
portion of its business in functional currencies other than the United States
dollar. To the extent that it continues to transact its business using the
United States dollar as its functional currency, the Company does not believe
that the fluctuations in foreign currency exchange rates will have a material
adverse effect on the Company's results of operations.





Item 8.	Financial Statements and Supplementary
Data.



Financial statements required pursuant to this item are
presented on page 22 of this report.



Item 9.		Changes in and Disagreements with
Accountants on Accounting and Financial Disclosures.



Not applicable.



PART III

Item 10. Directors and Officers of the Registrant.

Directors

The following table sets forth certain information regarding the
directors of ActionPoint:

`Director
Name                                Since      Age
--------------------------------  --------- ---------
Patrick L. Edsell...............      2001        53
John Finegan....................      1997        52
Stephen S. Francis..............      2001        40
Kimra D. Hawley.................      1998        45
Bruce Silver....................      1995        53
Daniel D. Tompkins..............      1992        61
Thomas T. van Overbeek..........      1988        52`

Patrick Edsell.

John Finegan.  Mr. Finegan has served as ActionPoint's Chief Financial
Officer since July 1990, as Secretary since June 1993 and as a director since
June 1997.  He joined ActionPoint in July 1989.  From September 1988 until he
joined ActionPoint, Mr. Finegan was a self-employed financial consultant.  From
March 1984 to September 1988, he was Vice President for the Paradise Systems
Division of Western Digital Corporation, a developer of computer peripherals.
Mr. Finegan holds B.S. in Engineering from Tufts University and a M.B.A. from
the University of Massachusetts.

Stephen S. Francis.  Mr. Francis has served as President and Chief
Executive Officer of ActionPoint and as a member of the board of directors since
June 2001.  Prior to his election as President and Chief Executive Officer, Mr.
Francis had served as Vice President of Business Development since 1999.  From
1997 to 1999, he served as General Manager of ActionPoint's Pixel Division.  Mr.
Francis joined ActionPoint in June 1994 when the company he founded, Pixel
Translations, was acquired by ActionPoint.  Prior to joining Pixel Translations,
Mr. Francis held engineering and marketing management roles at Calera, now part
of ScanSoft Corporation, a developer of recognition software. Mr. Francis holds
a B.S. in Electrical Engineering/Computers from Stanford University.

Kimra D. Hawley.  Ms. Hawley has served as ActionPoint's chairman of
the board of directors since June 2001, when she resigned as President and Chief
Executive Officer.  Ms. Hawley became Chief Executive Officer and President and
was first elected as a director in April 1998.  From November 1996 to April
1998, Ms. Hawley served as Senior Vice President and General Manager for
ActionPoint's Software Division.  From November 1994 to November 1996, Ms.
Hawley served as Vice President of ActionPoint's Input Subsystems and Software
Tools.  Prior to that time, Ms. Hawley had served as the Product Marketing
Director since joining ActionPoint in February 1992.  Prior to joining
ActionPoint, Ms. Hawley was a principal in MarketBound Associates, a marketing
consulting firm.  Ms. Hawley holds a B.S. in Psychology from Pittsburgh State
University.

Bruce Silver.  Mr. Silver has served on ActionPoint's board of
directors since July 1995.  Since October 1994, Mr. Silver has also been a
principal of Bruce Silver Associates, an e-business consulting firm that he
founded in 1994.  From May 1990 to October 1994, Mr. Silver was a vice president
of BIS Strategic Decisions.

Daniel D. Tompkins.  Mr. Tompkins has served on the board of directors
since June 1992.  Since June 1994, Mr. Tompkins has been the managing general
partner of DT Associates, which is the managing general partner of Novus
Ventures, a venture capital partnership licensed as an S.B.I.P. by the Small
Business Administration.  From March 1988 until October 1993, Mr. Tompkins was
the managing general partner of DSC Associates, which was the general partner of
DSC Ventures, a venture capital firm.  Mr. Tompkins is a director of two private
companies.

Thomas T. van Overbeek.  Mr. van Overbeek has served on the board of
directors of ActionPoint since 1988.  Mr. van Overbeek served as the chairman of
the board of directors from 1998 to June 2001.  From 1990 to 1998, Mr. van
Overbeek was the Chief Executive Officer of ActionPoint and, from 1988 to 1990,
the President.  Mr. Van Overbeek is currently Chief Executive Officer of
Shoretel Communications.  From 1998 to 2000, Mr. van Overbeek served as Chief
Executive Officer of Wavtrace, Inc.  Mr. Van Overbeek is married to Ms. Hawley,
the chairman of the board of directors of ActionPoint.

Ms. Hawley and Mr. van Overbeek are married to each other.

Board Meetings and Committees

During the fiscal year ended December 31, 2001, the board of directors of
ActionPoint held a total of fifteen meetings. During this period, all directors
attended or participated in at least 75% of the aggregate of (i) the total
number of meetings of the board and (ii) the total number of meetings held
by all committees of the board of which they were members.

ActionPoint has an audit committee and a compensation committee of the board
of directors.  There is no nominating committee.

The audit committee meets with ActionPoint's financial management and its
independent accountants at various times during each year and reviews internal
control conditions, audit plans and results, and financial reporting procedures.
This committee, consisting of Mr. Edsell, Mr. Tompkins and Mr. Silver, held four
meetings during fiscal year 2001.

The compensation committee reviews and approves ActionPoint's compensation
arrangements for management.  This committee, consisting of Mr. Edsell and
Mr. Tompkins, held two meetings during fiscal year 2001.

The board has authority to create special committees from time to time as
circumstances require-such as the special committee created in January 2002 for
the purpose of reviewing strategic alternatives prior to entering into the
merger agreement with Captiva.  Mr. Edsell and Mr. Silver served on this special
committee.

Director Remuneration

Non-employee members of the board are each paid a fee of $3,000 per
calendar quarter and $1,000 for each scheduled board meeting attended in person
and are reimbursed for all out-of-pocket costs incurred in connection with their
attendance at board and committee meetings.

Each member of ActionPoint's special committee formed to review ActionPoint's
strategic alternatives, including the merger with Captiva, was paid an initial
retention fee of $10,000 when he was appointed to the special committee and
$1,000 for each meeting of the special committee he attended in person and $500
for each meeting of the special committee he attended telephonically.

Under the automatic option grant program in effect under ActionPoint's 1993
stock option/stock issuance plan, an individual who first becomes a non-employee
member of the board will receive an automatic option grant for 10,000 shares of
ActionPoint common stock upon commencement of board service, and each individual
with six or more months of board service will receive an automatic option grant
for an additional 2,500 shares at each annual stockholders meeting at which he
or she continues to serve as a non-employee board member.  The initial grants
vest over four years in equal annual installments, while the annual grants vest
after four years of service following the date of grant.

On April 19, 2002, subject to stockholder approval, the board of directors
approved an amendment to the 1993 stock option/stock issuance plan that
increases from 10,000 to 20,000 shares for the automatic option grant to each
individual who first becomes a non-employee member of the board and increases
from 2,500 to 5,000 shares for the annual automatic option grant for continuing
non-employee members of the board.

No other compensation is paid to the non-employee members of the board with
respect to their service on the board.

Officers

The information required by this item relating to our executive officers
and key employees is included under the caption "Executive Officers and Key
Employees" in Part I of this Form 10-K Annual Report.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires
ActionPoint's directors, executive officers and persons who beneficially own
more than 10% of a registered class of ActionPoint's equity securities to file
with the Securities and Exchange Commission initial reports of ownership and
reports of changes in ownership of common stock and other equity securities of
ActionPoint.  ActionPoint's officers, directors and greater than 10% beneficial
owners are required by Securities and Exchange Commission regulations to furnish
ActionPoint with copies of all Section 16(a) reports they file.

Based solely upon review of the copies of such reports furnished to
ActionPoint and written representations that no other reports were required,
ActionPoint believes that there was compliance for the fiscal year ended
December 31, 2001 with all Section 16(a) filing requirements applicable to
ActionPoint's officers, directors and greater than 10% beneficial owners.



Item 11. Executive Compensation.

Executive Compensation and Related Information for
ActionPoint's Executive Officers

The following table sets forth the compensation earned by ActionPoint's
current and former chief executive officers, each of ActionPoint's four other
most highly compensated executive officers (as determined as of the end of
fiscal year 2001) and two ActionPoint executive officers who would have been
among the five highest paid executive officers of ActionPoint but left their
positions prior to the end of last fiscal year, who are all hereinafter referred
to as ActionPoint's named executive officers, for services rendered in all
capacities to ActionPoint and its subsidiaries for the three fiscal years ended
December 31, 2001.

SUMMARY COMPENSATION TABLE

`Long Term
                                     Annual Compensation      Compensation
                                -----------------------------      Awards
                                                              -----------    All
                                                                            Other
                                                               Securities Compen-
                                   Fiscal   Salary     Bonus   Underlying  sation
Name and Principal Position        Year     ($)(1)    ($)(2)   Options(#)   ($)(3)
------------------------------  --------  --------- --------- ----------- --------
Kimra Hawley..................     2001    113,475    29,468      40,000    2,000
  Chaiman of the Board, former     2000    263,416   706,406           0    2,000
  President and Chief Executive    1999    239,333    89,280     100,000    2,000
  Officer

Stephen Francis...............     2001    212,854    46,000     220,000    2,000
  President, Chief Executive       2000    199,737   416,268           0    2,000
  Officer and Director             1999    172,917    70,000     100,000    2,000

John Finegan..................     2001    200,000    58,544      10,000    2,000
  Chief Financial Officer,         2000    200,000   455,482           0    2,000
  Secretary and Director           1999    100,000    32,025      25,000    2,000

Matthew Albanese..............     2001    181,125    35,000      20,000    2,000
  Vice President, Professional     2000    179,333   211,240      60,000    2,000
  Services                         1999    159,667    53,750      45,000    2,000

Joseph Falk...................     2001    142,308    70,514      35,000  132,000
  Former Vice President, Sales     2000    186,100   267,491      40,000    2,000
                                   1999    148,750    92,975      20,000    2,000

Johannes Schmidt..............     2001    156,100    26,513      15,000    2,000
  Former Chief Technical Officer   2000    219,094   795,558           0    2,000
  and former Director              1999    203,333    64,050     100,000    2,000

David Sharp...................     2001    139,167    27,000      35,000    2,000
  Vice President, Engineering      2000    125,500    49,109           0    2,000
                                   1999    115,000    24,640      16,000    2,000

John Stetak...................     2001    176,400    35,000      10,000    2,000
  Vice President, Marketing        2000    173,950   129,610      28,000    2,000
                                   1999    146,416   121,283      25,000    2,000`

___________________

1. Includes salary deferred under ActionPoint's 401(k) plan.
2. Substantially all of the bonus payments made in 2000 were made pursuant to
ActionPoint's special incentive bonus plan, a stock price-based incentive plan.
This plan was adopted in October 1999 to create an additional incentive for
ActionPoint's management team to increase stockholder value.  The bonus payments
under the plan were contingent upon the attainment of certain stock price levels
for ActionPoint's common stock over an extended period of time.  The applicable
price level objectives were achieved in February 2000.
3. Consists of a matching contribution to ActionPoint's 401(k) plan and, for
Mr. Falk in 2001, a severance payment.

Stock Options

The following table contains information concerning the grant of stock
options under the 1993 stock option/stock issuance plan, or the 1993 option
plan, for the 2001 fiscal year to ActionPoint's named executive officers.

OPTION GRANTS IN LAST FISCAL YEAR

`Individual Grants
                           -------------------------------------------
                                        % of
                                        Total                              Potential Realizable
                           Number of   Options                              Value at Assumed
                           Securities  Granted   Exercise                  Annual Rates of Stock
                           Underlying    to        Price                 Price Appreciation for
                            Options   Employees     per       Expir-         Option Term
                            Granted   in Fiscal    share       ation    ---------------------
Name                        (#)(1)      Year     ($/sh)(2)     Date     5% ($)(3)   10% ($)(3)
-------------------------  ---------  ---------  ---------   ---------  ---------   ---------
Kimra Hawley.............    40,000        5.4%      5.38    02/05/11    135,338     342,973

Stephen Francis..........    20,000        2.7%      5.38    02/05/11     67,669     171,486
                            200,000       26.6%      2.75    06/04/11    345,891     876,557

John Finegan.............    10,000        1.3%      5.38    02/05/11     33,834      85,743

Matthew Albanese.........    20,000        2.7%      5.38    02/05/11     67,669     171,486

Joseph Falk..............    35,000        4.7%       1.8    08/30/11     39,620     100,406

Johannes Schmidt.........    15,000        2.0%      5.38    02/05/11     50,752     128,615

David Sharp..............     5,000        2.7%      5.75    01/31/11     18,801      45,820
                             30,000       26.6%      2.63    06/22/11     49,620     125,746

John Stetak..............    10,000        1.3%      5.38    02/05/11     33,834      85,743`

___________________

1. The options listed in the table were granted under the 1993
option plan.  The options become exercisable as follows:  25% upon the
completion of the first year of service measured from the vesting date, and an
additional 6.25% upon the completion of each full quarter elapsed thereafter,
until the option is fully vested upon the completion of the fourth year of
service from the vesting commencement date.  The options will vest in full if
ActionPoint is subject to a change in control.  The merger with Captiva will not
constitute a change in control under the 1993 option plan.  The options have a
maximum term of 10 years, subject to earlier termination in the event of the
optionees' cessation of service with ActionPoint.
2. The exercise price of the option may be paid in cash, in shares of common
stock valued at fair market value on the exercise date or through a cashless
exercise procedure involving a same-day sale of the purchased shares.
ActionPoint may also finance the option exercise by loaning the optionee
sufficient funds to pay the exercise price for the purchased shares and the
federal and state tax liability incurred in connection with such exercise.  The
optionee may be permitted, subject to the approval of the plan administrator, to
apply a portion of the shares purchased under the option (or to deliver existing
shares of common stock) in satisfaction of such tax liability.
3. The 5% and 10% assumed annual rates of compounded stock price appreciation
are mandated by the rules of the Securities and Exchange Commission.  There is
no assurance provided to any executive officer or any other holder of
ActionPoint's securities that the actual stock price appreciation over the 10-
year option term will be at the assumed 5% or 10% levels or at any other defined
level.  Unless the market price of the common stock does in fact appreciate over
the option term, no value will be realized from the option grant.

TEN-YEAR OPTION REPRICINGS

`Exercise                  Length Of
                                      Number of    Market Price  Price At                Original Option
                                      Securities   of Stock At    Time Of                     Term
                                      Underlying     Time of     Repricing      New       Remaining At
                                       Options     Repricing Or     Or       Exercise       Date Of
                                      Repriced or   Amendment    Amendment     Price      Repricing Or
Name                       Date(1)    Amended(#)         ($)         ($)         ($)      Amendment(2)
------------------------  ---------   ----------   -----------   ---------   ---------   --------------
John Finegan............  03/02/02       50,000          2.43        8.63        2.43    4 yrs, 2 mos
                                         12,500          2.43        8.00        2.43    1 yr, 5 mos
                                         30,000          2.43        7.88        2.43    4 yrs, 11 mos
                                         30,000          2.43        7.25        2.43    5 yrs, 8 mos
                                         10,000          2.43        5.38        2.43    8 yrs, 11 mos
                                         36,771          2.43        5.31        2.43    7 yrs, 4 mos

Matthew Albanese........  03/02/02       20,000          2.43        8.63        2.43    4 yrs, 2 mos
                                          8,000          2.43        8.50        2.43    5 yrs
                                          9,500          2.43        8.25        2.43    5 yrs, 2 mos
                                         25,000          2.43        6.38        2.43    6 yrs, 3 mos
                                         15,000          2.43        6.13        2.43    6 yrs, 11 mos
                                         20,000          2.43        5.38        2.43    8 yrs, 11 mos
                                         45,000          2.43        5.31        2.43    7 yrs, 4 mos
                                          5,000          2.43        5.00        2.43    4 yrs, 8 mos
                                         45,000          2.43        4.56        2.43    8 yrs, 5 mos

John Stetak.............  03/02/02       10,000          2.43       18.00        2.43    8 yrs
                                         30,000          2.43        7.25        2.43    5 yrs, 8 mos
                                         45,000          2.43        5.38        2.43    8 yrs, 11 mos`

___________________

1. Options were cancelled on August 31, 2001
and regranted on March 2, 2002 at the then current market price.
2. Length of original option term remained unchanged
following the regrant.

Option Exercises and Holdings

The following table provides information with respect to ActionPoint's
named executive officers concerning the exercise of options during the 2001
fiscal year and unexercised options held as of the end of the 2001 fiscal
year.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

`Number of Securities
                                                      Underlying Unexercised    Value of Unexercised
                              Shares                    Options at Fiscal      In-the-Money Options at
                             Acquired                    Year-End(#)            Fiscal Year-End($)
                                on         Value     -----------------------  --------------------
                             Exercise    Realized      Exercis-    Unexercis- Exercis-   Unexercis-
Name                            (#)          ($)         able        able       able       able
---------------------------- ---------   ---------   ------------  ---------  ---------  ---------
Kimra Hawley................        0           0        256,500     77,500          0          0

Stephen Francis.............        0           0        205,000    225,000          0          0

John Finegan.................       0           0         35,767     17,462          0          0

Matthew Albanese............        0           0              0          0          0          0

Joseph Falk.................        0           0         35,000          0          0          0

Johannes Schmidt............        0           0         70,000          0          0          0

David Sharp.................        0           0         31,275     40,625          0          0

John Stetak.................        0           0         17,188     25,812          0          0`

Compensation Committee Interlocks and Insider Participation

No member of the ActionPoint's compensation committee is a former or
current officer or employee of ActionPoint or any of its subsidiaries.  No
executive officer of ActionPoint serves as a member of the board of directors or
compensation committee of any entity that has one or more executive officers
serving as a member of ActionPoint's board of directors or compensation
committee.

Change in Control Arrangements and Employment Contracts

Outstanding options held by executive officers that were granted under
the 1993 option plan will become immediately exercisable in full and unvested
shares will become fully vested, in the event of certain changes in the
ownership or control of ActionPoint.  The merger of ActionPoint and Captiva will
not constitute a change in control under the 1993 option plan.  None of the
ActionPoint executive officers have employment agreements with ActionPoint, and
they or ActionPoint may terminate their employment at any time subject to the
terms and conditions of the existing severance agreements and the new severance
agreements ActionPoint has entered into with certain of its executive
officers.

Severance Agreements

Prior to pursuing a merger with Captiva, ActionPoint had existing
severance agreements with certain of its executive officers, including Stephen
Francis, John Finegan, John Stetak and Matthew Albanese.  These existing
severance agreements were unaffected by the new severance agreements entered
into with each of Stephen Francis, John Finegan, John Stetak, James Vickers,
Matthew Albanese and David Sharp in connection with the merger.  The merger with
Captiva will not constitute a change in control under the existing severance
agreements but will constitute a change in control under the new severance
agreements.  The merger will therefore result in the possible availability of
certain severance benefits to ActionPoint's executive officers under the new
severance agreements, including the right to 6, 10 or 12 months salary, upon
their voluntary termination.

The existing severance agreements provide that each of these officers is
entitled to benefits if:

- ActionPoint terminates his employment without cause within 12 months after a
change in control; or
- he resigns for good reason within 6 months after a change in
control.

The benefits include a lump sum severance payment equal to 100% of the annual
salary for ActionPoint's chief executive officer, Mr. Francis, and 50% of
the annual salary for the other executive officers.  The benefits also include
continuation of group insurance coverage for a period of 12 months for Mr.
Francis, and 6 months for the other officers.  However, group insurance coverage
terminates when the officer becomes eligible for comparable coverage in
connection with new employment.  Finally, the existing severance agreements
provide that the officers are entitled to prorated bonuses for the year in which
their employment terminates.  As a condition of providing these benefits,
ActionPoint may require that the officer remain employed for up to 90 days to
ensure an orderly transition and that the officer execute a release of all
claims that he may have against ActionPoint.

For purposes of the existing severance agreements, the term "change in
control" generally includes:

- a merger after which ActionPoint's stockholders own less than 50% of the
surviving corporation's stock;
- a sale of all or substantially all of ActionPoint's assets;
- a proxy contest that results in the replacement of 50% or more of the
members of ActionPoint's board of directors over a 24-month period; or
- any transaction as a result of which another person owns 50% or more of
ActionPoint's stock.

The existing severance agreements generally provide that an officer's
resignation will be for "good reason" under the following
circumstances:

- the officer has incurred a material reduction in his authority or
responsibility, with the result that the officer's position is no longer
comparable to the position that he held before the change in control;
- the officer has incurred a reduction of more than 10% in his base
salary;
- the officer has been notified that his principal place of work will be
relocated, with the result that the officer's commuting distance will increase
by more than 40 miles; or
- the officer becomes employed by a successor to ActionPoint and the successor
fails to assume the existing severance agreement.

Under the new severance agreements, as a result of the merger with Captiva,
each of Messrs. Francis, Finegan, Stetak, Albanese, Vickers and Sharp may be
entitled to severance benefits if they resign or are terminated following the
merger.  Specifically, under the new severance agreements, Messrs. Francis,
Finegan, Stetak, Albanese, Vickers and Sharp will each be entitled to severance
benefits if:

- within 12 months after the merger with Captiva, ActionPoint terminates the
officer's employment without cause;
- within 1 month after the merger with Captiva for Mr. Francis, and within 3
months after the merger for the remaining executives, the executive resigns for
good reason, as defined below, which does not include resigning as a result of a
material reduction in his authority or responsibility; or
- from 2 to 6 months after the merger for Mr. Francis, from 4 to 9 months
after the merger for Mr. Finegan, and from 4 to 6 months after the merger for
the remaining executives, the executive resigns for good reason.

The new severance agreements generally provide that an executive's
resignation will be for "good reason" if the executive:

- has incurred a material reduction in his authority or responsibility so that
the executive's position is no longer comparable to the position that he held
before the merger with Captiva;
- has incurred a reduction of more than 10% in his base salary;
- has been notified that his principal place of work will be relocated and the
executive's commuting distance will increase by more than 40 miles or require
the executive to change residences; or
- becomes employed by a successor to ActionPoint and the successor fails to
assume the executive's new severance agreement.

Under his new severance agreement, Mr. Francis will be entitled to a lump sum
severance payment equal to 100% of his annual base compensation and group
insurance coverage for 12 months after his employment with ActionPoint ends.
Under his new severance agreement, Mr. Finegan will be entitled to a lump sum
severance payment equal to 83% of his annual base compensation and group
insurance coverage for 10 months after his employment with ActionPoint ends.
Each of the remaining executives will be entitled to a lump sum severance
payment equal to 50% of his annual base compensation and group insurance
coverage for 6 months after his employment with ActionPoint ends.  However,
group insurance for each executive will terminate when the executive becomes
eligible for comparable coverage in connection with new employment or self-
employment.  The new severance agreements also entitle the executives to
prorated bonuses for the year in which their employment ends.  Further, the
executives will be entitled upon termination to exercise any options to purchase
ActionPoint stock for 12 months following the date of termination (or the later
of 12 months following date of termination or February 15, 2004 in the case
of Mr. Finegan), to the extent those options were exercisable at the time of
termination.  As a condition to providing the foregoing benefits, ActionPoint
may require that the executive remain employed for up to 90 days commencing on
the date he gives notice of his intent to resign to ensure an orderly transition
of the executive's duties and may require that the executive execute a release
of all claims that he may have against ActionPoint or its affiliates.

Report of ActionPoint's Compensation Committee

The following is the report of the compensation committee of the board of
directors, describing the compensation policies and rationale applicable to
ActionPoint's executive officers with respect to the compensation paid to such
executive officers for the year ended December 31, 2001.

Purpose of the Compensation Committee. The committee is responsible
for determining compensation levels for ActionPoint's executive officers for
each fiscal year based upon a consistent set of policies and procedures.

Committee Structure.  The committee is made up of two independent,
non-employee members of the board of directors who meet during the first quarter
of each fiscal year to set executive officer salaries, and as needed thereafter.
No prior or current member of the committee has any interlocking relationships
as defined by the Securities and Exchange Commission.

Objectives of the Compensation Program.  The objectives of the
compensation program are: (1) to provide a means for ActionPoint to attract and
retain high-quality executives, (2) to tie executive compensation directly to
ActionPoint's business and performance objectives, and (3) to reward outstanding
individual performance that contributes to the long-term success of
ActionPoint.

Elements of Compensation.  Each executive officer's compensation
package is ordinarily comprised of three elements: (1) base compensation, which
reflects individual performance and is designed primarily to be competitive with
salary levels in a comparative group, (2) annual bonus plan compensation
ordinarily payable in cash and tied to both the achievement of individual
performance objectives and company financial performance goals established by
the committee, and (3) long-term stock-based incentive compensation that
emphasizes a focus on company growth and increased stockholder value.

Base Compensation.  The base compensation for each executive officer
is determined using an analysis of competitive salary ranges provided by an
independent public accounting firm focusing on companies similar in size and
business that compete with ActionPoint in the recruitment and retention of
senior personnel.  The committee believes that ActionPoint's most direct
competitors for executive talent are not necessarily all of the companies that
ActionPoint would use in a comparison of stockholder returns.  Therefore, the
compensation comparison group is not the same as the industry group in the index
used in the Performance Graph set forth elsewhere in this Form 10-K
Annual Report.

For executive officers other than ActionPoint's chief executive officer, the
committee considers specifically the following factors in determining base
compensation: (1) a comparison of ActionPoint's growth and financial
performance relative to the performance of competitors, (2) salary levels
for comparable positions in the compensation comparison group and (3) each
executive's responsibility level and financial and strategic objectives for the
subsequent year.  The committee believes that the current base compensation for
executive officers is at the mid-range of the companies in the compensation
comparison group with which the ActionPoint competes for talent.

Annual Bonus Plan Compensation.  ActionPoint's annual bonus plan
provides for incentive bonus compensation to all officers and a number of key
employees based on the achievement of specific corporate performance targets
established during the year relating to revenues and operating profits as well
as specific individual performance objectives.

Long-Term Stock-Based Incentive Compensation.  Long-term
incentives are provided through stock option grants.  The grants are designed to
align the interests of each executive officer with those of the stockholders and
provide each individual with a significant incentive to manage ActionPoint from
the perspective of an owner with an equity stake in the business.  Each grant
generally allows the officer to acquire shares of the ActionPoint's common stock
at a fixed price per share (the market price on the grant date) over a specified
period of time (up to 10 years).  Each option generally becomes exercisable in
installments over a four-year period, contingent upon the executive officer's
continued employment with ActionPoint.  Accordingly, the option will provide a
return to the executive officer only if the executive officer remains employed
by ActionPoint during the vesting periods, and then only if the market price of
the shares appreciates over the option term.  The size of the option grant to
each executive officer, based on the aggregate exercise price, generally is set
to a multiple of salary that the committee deems appropriate in order to create
a meaningful opportunity for stock ownership based upon the individual's current
position with ActionPoint, but also takes into account comparable awards to
individuals in similar positions in the industry as reflected in external
surveys, the individual's potential for future responsibility and promotion over
the option term and the individual's personal performance in recent periods.
The committee also takes into account the number of vested and unvested options
held by the executive officer in order to maintain an appropriate amount of
equity incentive for that individual.  The weight of these various factors will
vary over time and with respect to each individual.  However, the committee does
not adhere to any specific guidelines as to the relative option holdings of
ActionPoint's executive officers.

ActionPoint's Option Exchange Program.  On July 10, 2001,
ActionPoint's board of directors approved an option exchange program pursuant to
which certain executive officers and employees were allowed to exchange all
outstanding options.  Options were tendered by 81 employees and 3 executive
officers, and those options were cancelled by ActionPoint on August 31,
2001.  Under the option exchange program, new options having exercise prices
equal to $2.43, the fair market value of ActionPoint common stock on
March 2, 2002, were granted to replace the options cancelled on
August 31, 2001.  The replacement options were issued with the same vesting
terms as the options which they replaced.  Any employee whose employment
terminated prior to March 2, 2002 was not eligible to have his or her
options replaced.

Stock options are intended to provide incentives to ActionPoint's executive
officers and employees.  The compensation committee believes that such equity
incentives are a significant factor in ActionPoint's ability to attract, retain
and motivate key employees who are critical to the ActionPoint's long-term
success.  The compensation committee further believes that, at their original
exercise prices, the disparity between the exercise price of these options and
the then market prices for the ActionPoint common stock did not provide
meaningful incentives to the employees holding the options.  A review of other
companies in the software industry indicates that some of these companies have
been confronted with this problem and have made similar adjustments in option
prices to motivate their employees.

The board of directors approved the option exchange program as a means of
ensuring that optionees will continue to have meaningful equity incentives to
work toward ActionPoint's success.  The option exchange program was deemed by
the board of directors to be in the best interests of ActionPoint and its
stockholders.

Chief Executive Officer's Compensation.  Compensation for the chief
executive officer is determined by a process similar to that discussed above for
executive officers.  Mr. Francis's base compensation for fiscal 2001 was
established by the board of directors in June 2001.  The committee established
Mr. Francis's base salary adjustment based on an evaluation of his personal
performance and the objective of having his base salary keep pace with salaries
being paid to similarly situated chief executive officers.  Further, the
Committee intends base salary to provide Mr. Francis with a level of stability
and certainty each year and intends that this particular component of
compensation not be affected to any significant degree by company performance
factors.

The remaining components of Mr. Francis's 2001 compensation, however, were
dependent upon company financial and shareholder value performance and provided
no dollar guarantees.  Incentive bonus compensation for Mr. Francis for the 2001
fiscal year was largely dependent on the achievements of specific corporate
performance targets established in the middle of the fiscal year when Mr.
Francis was appointed president and chief executive officer, as set forth above
in the discussion of the annual bonus plan compensation.

Deduction Limit for Executive Compensation.  Section 162(m) of the
Internal Revenue Code, enacted in 1993, limits federal income tax deductions for
compensation paid to the chief executive officer and the four other most highly
compensated officers of a public company to $1 million per year, but contains an
exception for performance-based compensation that satisfies certain conditions.

The committee believes that option grants under the 1993 option plan are
exempt from the deduction limit.  Because it is unlikely that other compensation
payable to any ActionPoint executive has materially exceeded or would exceed the
deduction limit in the near future, the Committee has not yet considered whether
it will seek to qualify compensation other than options for the performance-
based exception or will prohibit the payment of compensation that would
materially exceed the deduction limit.  However, in approving the amount and
form of compensation for ActionPoint executives, the committee will continue to
consider all elements of cost to ActionPoint of providing that compensation.

Submitted by the compensation committee of the ActionPoint's board of
directors:

Daniel Tompkins, Chairman
Patrick Edsell

Report of ActionPoint's Audit Committee

The audit committee was organized in June 2000.  The audit committee for
the last fiscal year consisted of James E. Crawford, III (until August 2001),
Patrick Edsell (since August 2001), Daniel Tompkins and Bruce Silver.  The audit
committee held four meetings during the last fiscal year.

ActionPoint's management has primary responsibility for preparing
ActionPoint's financial statements and the financial reporting process.
ActionPoint's independent public accountants, PricewaterhouseCoopers LLP, are
responsible for expressing an opinion on the conformity of ActionPoint's audited
financial statements to generally accepted accounting principles.  The audit
committee has general oversight responsibility with respect to ActionPoint's
financial reporting and reviews the results and scope of the audit and other
services provided by independent public accountants.

In this context, the audit committee hereby reports as follows:

- The audit committee has reviewed and discussed the audited financial
statements with ActionPoint's management and the independent public accountants.
- The audit committee has discussed with the independent accountants the
matters required to be discussed by Statement on Auditing Standards No. 61.
- The audit committee discussed with the independent public accountants the
accountants' independence from ActionPoint and its management.  The audit
committee has received the written disclosures and the letter from the
independent accountants required by independence standards board standard
no. 1.

Audit Fees.  Aggregate fees for professional services rendered by
PricewaterhouseCoopers in connection with its audit of ActionPoint, Inc.'s
consolidated financial statements as of and for the year ended December 31, 2001
and its limited reviews of its unaudited condensed consolidated interim
financial statements were $103,000.

Financial Information Systems Design and Implementation Fees.  During
the year ended December 31, 2001,      PricewaterhouseCoopers rendered no
professional services to ActionPoint, Inc. in connection with the design and
implementation of financial information systems.

All Other Fees.  In addition to the fees described above, aggregate
fees of $78,320 were billed by PricewaterhouseCoopers during the year ended
December 31, 2001, primarily for income tax compliance and related tax services
and for audit-related services.  The Audit Committee has determined that the
provision of the services by PricewaterhouseCoopers included in the category
"All Other Fees" was compatible with maintaining      their
independence.

Based on the review and discussions referred above, the audit committee
recommended to the board of directors of ActionPoint, and the board has
approved, that the audited financial statements be included in ActionPoint `s
annual report on Form 10-K for the fiscal year ended December 31, 2001, for
filing with the Securities and Exchange Commission. The committee and the board
also have recommended, subject to stockholder approval, the selection of
PricewaterhouseCoopers LLP, as our independent public accountants.

Each of the members of the audit committee is independent as defined under
the listing standards of The Nasdaq National Market.

Submitted by the audit committee of the ActionPoint's board of directors:

Patrick Edsell

Daniel Tompkins

Bruce Silver

Comparison of ActionPoint Stockholder Return

This graph reflects a comparison of the cumulative total return (change
in stock price plus reinvested dividends) of ActionPoint's common stock price
with the cumulative total returns of the S&P Midcap 400 Index and the
S&P Technology Sector Index.  The graph covers the five years from December
31, 1996, through the fiscal year ended December 31, 2001.  The graph assumes
that $100 was invested on December 31, 1996 in ActionPoint's common stock and in
each index and that all dividends were reinvested.  No cash dividends have been
declared on ActionPoint's common stock.  Stockholder returns over the indicated
period should not be considered indicative of future stockholder returns.



`Cumulative Total Return
                           -----------------------------------------------------------
                             12/96     12/97     12/98     12/99     12/00     12/01

ACTIONPOINT, INC.           $100.00    $69.83    $79.31   $192.25    $28.46    $22.34
S&P MIDCAP 400               100.00    132.25    157.53    180.72    212.36    196.43
S&P TECHNOLOGY SECTOR        100.00    126.09    218.11    381.99    229.38    174.89`

The performance graph and all of the material in the reports of
the compensation committee and the audit committee of ActionPoint's board of
directors which appear elsewhere in this joint proxy statement/prospectus are
not deemed filed with the Securities and Exchange Commission, and are not
incorporated by reference to any filing of ActionPoint under the Securities Act,
or the Securities Exchange Act of 1934, as amended, or the Exchange Act, whether
made before or after the date of this joint proxy statement/prospectus and
irrespective of any general incorporation language in any such filing.



Item 12. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth the beneficial
ownership of the ActionPoint common stock as of March 31, 2002, by:

- each person who is known to us to own beneficially more than 5% of the
outstanding shares of ActionPoint common stock;
- each ActionPoint director;
- each of the ActionPoint named executive officers; and
- all ActionPoint directors and named executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities.  Except as indicated by footnote, and subject
to community property laws where applicable, the stockholders named in the table
below have sole voting and investment power with respect to all shares of common
stock shown as beneficially owned by them.  Percentage ownership is based on
4,374,874 shares of ActionPoint common stock outstanding as of March 31,
2002.

`Shares
                                               Beneficially   Beneficially
Name and Address of Beneficial Owner (1)        Owned (2)       Owned
---------------------------------------------  -----------    ---------
5% Stockholders                                                 
Dimensional Fund Advisors....................     371,600          8.5%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401


Directors and Named Executive Officers                          
Stephen S. Francis (3).......................     340,609          7.4%
Kimra D. Hawley (4)..........................     649,274         13.6%
Matthew Albanese (5).........................     155,553          3.4%
Patrick L. Edsell............................           0             *
Joseph Falk (6)..............................      38,112             *
John Finegan (7).............................     218,648          4.8%
Daniel D. Tompkins (8).......................      73,500          1.7%
Johannes P. Schmidt (9)......................     291,329          6.3%
David Sharp (10).............................      49,564          1.1%
Bruce Silver (11)............................      17,100             *
John R. Stetak (12)..........................     113,772          2.5%
Thomas T. van Overbeek (13)..................     649,274         13.6%
James Vickers................................           0             *
All current directors and executive
   officers as a group (12 persons) (14).....   1,947,461         33.7%`

___________________

*      Less than 1% of the outstanding ActionPoint common stock.

1. Unless otherwise indicated, the address for each "Beneficial
Owner" is 1299 Parkmoor Avenue, San Jose, California 95126.
2. Unless otherwise indicated below, the persons and entities named in the
table above have sole voting and sole investment power with respect to all
shares beneficially owned, subject to community property laws where applicable.
Shares of common stock subject to options that are currently exercisable or are
exercisable within 60 days of March 31, 2002 are deemed to be outstanding and to
be beneficially owned by the person holding such options for the purpose of
computing the percentage ownership of such person but are not treated as
outstanding for the purpose of computing the percentage ownership of any other
person.
3. Includes 226,250 shares purchasable under stock options that are currently
exercisable or that will become exercisable within 60 days of March 31, 2002 and
20,780 shares beneficially owned by Mr. Francis' wife.
4. Includes 285,250 shares purchasable under stock options that are currently
exercisable or that will become exercisable within 60 days of March 31, 2002 and
306,449 shares beneficially owned by Mr. van Overbeek, Ms. Hawley's
husband.
5. Includes 144,064 shares purchasable under stock options that are currently
exercisable or that will become exercisable within 60 days of March 31, 2002.
6. Includes 35,000 shares purchasable under stock options that are currently
exercisable or that will become exercisable within 60 days of March 31, 2002 and
350 shares beneficially owned by Mr. Falk's wife.
7. Includes 203,750 shares purchasable under stock options that are
currently exercisable or that will become exercisable within 60 days of March
31, 2002.
8. Includes 17,500 shares purchasable under stock options that are
currently exercisable or that will become exercisable within 60 days of March
31, 2002.
9. Includes 225,001 shares purchasable under stock options that are
currently exercisable or that will become exercisable within 60 days of March
31, 2002 and 37,415 shares beneficially owned by Mr. Schmidt's wife.
10. Includes 34,463 shares purchasable under stock options that are currently
exercisable or that will become exercisable within 60 days of March 31, 2002 and
2,130 shares beneficially owned by Mr. Sharp's wife.
11. Includes 15,000 shares purchasable under stock options that are
currently exercisable or that will become exercisable within 60 days of March
31, 2002.
12. Includes 100,689 shares purchasable under stock options that are
currently exercisable or that will become exercisable within 60 days of March
31, 2002 and 3,200 shares beneficially owned by Mr. Stetak's wife.
13. Includes 125,000 shares purchasable under stock options that are
currently exercisable or that will become exercisable within 60 days of March
31, 2002 and 342,825 shares beneficially owned by Ms. Hawley, Mr. van Overbeek's
wife.
14. Includes 1,411,967 shares purchasable under stock options that are currently
exercisable or that will become exercisable within 60 days of March 31,
2002.



Item 13. Certain Relationships and
Related Transactions.

Severance Agreements

Separation and Release Agreements.  In June 2001, ActionPoint entered
into a separation and release agreement with Kimra Hawley.  The terms of the
agreement provide that ActionPoint will reimburse Ms. Hawley for monthly
premiums paid under COBRA so long as Ms. Hawley remains eligible under COBRA
rules.  Ms. Hawley agreed to release ActionPoint from any and all claims arising
or relating to her employment with ActionPoint and to surrender vested options
to purchase up to 72,500 shares of ActionPoint common stock.

In October 2001, ActionPoint entered into a separation and release agreement
with Joseph Falk.  Pursuant to the agreement, Mr. Falk received a lump sum
payment of $130,000.  In addition, options to purchase 35,000 shares of
ActionPoint common stock held by Mr. Falk were accelerated and became fully
vested, and the exercise date for those options was extended to September 30,
2002.  Mr. Falk agreed to release ActionPoint from any and all claims arising
from or relating to his employment with ActionPoint.

Employment Agreement with Johannes Schmidt.  In June 2001, ActionPoint
entered into an employment agreement with Johannes Schmidt to convert his full-
time employment status to part-time for a term of not less than three months.
During this term, Mr. Schmidt will serve as chief technologist for ActionPoint
and, in exchange for such services, Mr. Schmidt will receive an annual salary of
$110,187.48 and be eligible to receive a bonus equal to 35% of his annual
salary.  Mr. Schmidt agreed to surrender his vested options to purchase up to
115,000 shares of ActionPoint common stock.

Options Regrants.  In connection with an option exchange program, John
Finegan, John Stetak and Matthew Albanese tendered to ActionPoint options
exercisable for 446,771 shares of ActionPoint common stock in the aggregate at
various exercise prices.  The tendered options were canceled on August 31, 2001
and the same aggregate number of replacement options was granted to these
executive officers on March 2, 2002 at an exercise price of $2.43 per share, the
then market price for shares of Action Point common stock.

Novus Ventures.  As a result of the merger of ActionPoint and Captiva,
Novus Ventures, L.P. will receive approximately 181,706 shares of ActionPoint
common stock.  Thomas van Overbeek, Kimra Hawley and Daniel Tompkins, each a
director of ActionPoint, are beneficial owners of shares of Captiva preferred
stock held by Novus Ventures.  Messrs. van Overbeek and Tompkins are general
partners of Novus Ventures, and Ms. Hawley is married to Mr. van Overbeek.

Enterprise Partners. Patrick Edsell serves as a director and the chief
executive officer of Gigabit Optics Corporation, an early-stage venture capital-
backed company.  A limited partnership that is affiliated with Enterprise
Partners III, L.P. owns approximately 19.9% of Gigabit and has a representative
on the Gigabit board of directors.  Enterprise Partners III,
L.P. will beneficially own approximately 6.6% of Captiva's
common stock immediately prior to the merger of ActionPoint and Captiva.

Indemnification of Directors and Officers. Pursuant to its
certificate of incorporation, ActionPoint limits the liability of its directors
for monetary damages arising from a breach of their fiduciary duty as directors,
except to the extent otherwise required by Delaware law.  Such limitation of
liability does not affect the availability of equitable remedies such as
injunctive relief or rescission.  In addition, the bylaws of ActionPoint require
that ActionPoint indemnify its directors and officers to the fullest extent
permitted by Delaware law, including circumstances in which indemnification is
otherwise discretionary under Delaware law.  ActionPoint has entered into
indemnification agreements with its officers and directors containing provisions
that may require ActionPoint, among other things, to indemnify such officers and
directors against certain liabilities that may arise by reason of their status
or service as directors or officers and to advance their expenses incurred as a
result of any proceeding against them as to which they could be
indemnified.

ITEM 14.	Exhibits, Financial Statements, Schedules and
Reports on Form 10-K



(a)	The following documents are filed as part of this
Annual Report on Form 10-K at the end of this item 14:



1.	Financial Statements



Report of Independent Accountants

Consolidated Balance Sheets as of December 31,
2001 and 2000



Consolidated Statements of Operations for each of the
three years in the period ended December 31, 2001, 2000, and 1999



Consolidated Statements of Stockholders' Equity for
each of the three years in the period ended
December 31, 2001, 2000 and 1999



Consolidated Statements of Cash Flows for each of
the three years in the period ended December 31,
2001, 2000 and 1999



Notes to Consolidated Financial Statements



1. Financial Statement Schedules



Schedule II	--	Valuation and Qualifying
Accounts





Schedules, other than those listed above, have been
omitted since they are either not required, are not applicable, or the required
information is shown in the financial statements and related
notes.



3.	(a)	List of Exhibits



The exhibits which are filed with this
report or which are incorporated by reference are set forth in the Exhibit Index
hereto.



1. Reports on Form 8-K.



None.



---



Report of Independent Accountants

To the Board of Directors and
Stockholders

of ActionPoint, Inc.:



In our opinion, the consolidated financial statements listed
in the index appearing under Item 14(a)(1) present fairly, in all material
respects, the financial position of ActionPoint, Inc. and its subsidiaries
("the Company") at December 31, 2001 and 2000, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2001 in conformity with accounting principles generally
accepted in the United States of America.  In addition, in our opinion, the
financial statement schedule listed in the index appearing under Item 14(a)(2)
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.
These financial statements and financial statement schedule are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits.  We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.







PricewaterhouseCoopers LLP

San Jose, California

February 4, 2002, except for Note 12, which is as of March 4, 2002

---

**ACTIONPOINT, INC.
 
                             CONSOLIDATED BALANCE SHEETS
 
                          (in thousands, except share and per share data)**

`December 31,
                                                            -------------------
                                                              2001      2000
                                                            --------- ---------
                         ASSETS
Current assets:
  Cash and cash equivalents...............................    $8,325    $2,242
  Accounts receivable, net of allowance for doubtful
     accounts of $249 in 2001 and $200 in 2000............     4,845     7,912
  Prepaid expenses and other current assets...............       935     1,510
  Deferred income taxes...................................                 375
                                                            --------- ---------
      Total current assets................................    14,105    12,039

Property and equipment, net...............................       808     1,585
Deferred income taxes and other assets....................       415     4,177
                                                            --------- ---------
Total assets..............................................   $15,328   $17,801
                                                            ========= =========

          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable........................................      $440      $414
  Accrued compensation and related liabilities............       982     2,055
  Deferred revenue........................................     3,400     3,202
  Other accrued liabilities...............................     1,184     1,408
                                                            --------- ---------
       Total current liabilities..........................     6,006     7,079

  Long term deferred revenue..............................       989       800
  Other long term liabilities.............................       176
                                                            --------- ---------
Total liabilities.........................................     7,171     7,879
Commitments (see Note 5)                                    --------- ---------

Stockholders' equity:
Common stock, $0.01 par value; authorized: 25,000,000
   shares; issued and outstanding: 4,374,874 shares
   and 4,274,000 shares at December 31, 2001 and
   2000, respectively.....................................        44        43
Paid-in capital...........................................    10,130     9,981
Accumulated deficit.......................................    (2,017)     (102)
                                                            --------- ---------
     Stockholders' equity.................................     8,157     9,922
                                                            --------- ---------
Total liabilities and stockholders' equity................   $15,328   $17,801
                                                            ========= =========`

The accompanying notes are an integral part of these
              consolidated financial statements

---

**ACTIONPOINT, INC.
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 
                    (in thousands, except per share amounts)**

`Year Ended December 31,
                                                      --------------------------
                                                        2001     2000     1999
                                                      -------- -------- --------
Net revenues:
  License...........................................  $15,353  $19,421  $17,858
  Service...........................................    6,682    5,621    4,320
                                                      -------- -------- --------
   Total  revenues..................................   22,035   25,042   22,178
                                                      -------- -------- --------
Cost of revenues:
  License...........................................      885      525      616
  Service (inclusive of stock based bonus
      expense of $19 in 2000).......................    2,854    3,896    2,598
                                                      -------- -------- --------
    Total cost of revenues..........................    3,739    4,421    3,214
                                                      -------- -------- --------
Gross profit........................................   18,296   20,621   18,964
                                                      -------- -------- --------
Operating expenses:
Research and development (inclusive of stock
       based bonus expense of $100 in 2000).........    5,552    7,854    5,586
Sales and marketing (inclusive of stock
       based bonus expense of $90 in 2000)..........   12,045   16,437   11,182
General and administrative (inclusive of stock
       based bonus expense of $153 in 2000).........    3,250    4,683    3,044
                                                      -------- -------- --------
   Total  operating expenses........................   20,847   28,974   19,812
                                                      -------- -------- --------
    Operating loss..................................   (2,551)  (8,353)    (848)
Interest and other income...........................      239       95      631
Gain on sale of Dialog Server (see Note  2).........    4,612
Write-off of minority investment ...................              (500)
                                                      -------- -------- --------
    Income (loss) before provision for income taxes.    2,300   (8,758)    (217)
Provision (benefit) for income taxes................    4,215               (76)
                                                      -------- -------- --------
    Net loss........................................  ($1,915) ($8,758)   ($141)

                                                      ======== ======== ========
Basic and diluted net loss per share................   ($0.45)  ($2.09)  ($0.03)
                                                      ======== ======== ========
Weighted average shares.............................    4,300    4,190    4,370
                                                      ======== ======== ========`

The accompanying notes are an integral part of these
              consolidated financial statements

---

**ACTIONPOINT, INC.
 
                      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 
                                     (in thousands)**

`Retained    Total
                                      Common Stock   Additional   Earnings    Stock-
                                    ----------------  Paid-in    (Accumulate holders'
                                     Shares   Amount  Capital     Deficit)    Equity
                                    --------- ------ ----------  ---------- ----------

Balances, December 31, 1998.......     4,808     48     12,512       8,797     21,357
 Common stock issued under:
   Stock option plan..............        16               116                    116
   Employee Stock Purchase Plan...        70      1        339                    340
 Common stock repurchased.........      (818)    (8)    (4,462)                (4,470)
 Tax benefit from disqualifying
   dispositions of common stock...                          87                     87
 Stock-based compensation.........                          89                     89
 Net loss.........................                                    (141)      (141)
                                    --------- ------ ----------  ---------- ----------
Balances, December 31, 1999.......     4,076     41      8,681       8,656     17,378
 Common stock issued under:
   Stock option plan..............        85      1        596                    597
   Employee Stock Purchase Plan...        88      1        282                    283
   Stock related bonus plan.......        25               362                    362
 Stock-based compensation.........                          60                     60
 Net loss.........................                                  (8,758)    (8,758)
                                    --------- ------ ----------  ---------- ----------
Balances, December 31, 2000.......     4,274    $43     $9,981       ($102)    $9,922
 Common stock issued under:
   Stock option plan..............         1                 6                      6
   Employee Stock Purchase Plan...       100      1        143                    144
 Net loss.........................                                  (1,915)    (1,915)
                                    --------- ------ ----------  ---------- ----------
Balances, December 31, 2001.......     4,375    $44    $10,130     ($2,017)    $8,157
                                    ========= ====== ==========  ========== ==========`

The accompanying notes are an integral part of these
              consolidated financial statements

---

**ACTIONPOINT, INC.
 
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                                     (in thousands)**

`Year Ended December 31,
                                                            --------------------------
                                                              2001     2000     1999
                                                            -------- -------- --------
Cash flows from operating activities:
  Net loss................................................  ($1,915) ($8,758)   ($141)
  Adjustments to reconcile net loss
  to net cash proviced by (used in) operating activities:
     Change in provision for doubtful accounts............       49       (9)    (350)
     Stock-based compensation.............................                60       89
     Write-off of minority investment.....................               500
     Shares issued for stock related bonus................               362
     Net gain on sale of Dialog Server product
      line (see Note 2)...................................   (2,278)
     Loss on disposal of property and equipment...........       25
     Depreciation and amortization........................      763      815      556
     Discontinued operations..............................                        176
     Deferred income taxes................................    1,664      895     (275)
  Changes in operating assets and liabilities:
     Accounts receivable..................................    3,018   (2,603)    (460)
     Prepaid expenses and other current assets............      695     (251)    (375)
     Accounts payable.....................................       26     (100)    (138)
     Accrued compensation and related liabilities.........   (1,073)     838      248
     Deferred revenue.....................................      443    2,005      303
     Other accrued liabilities............................     (734)    (664)     (46)
     Other long term liabilities..........................      176
                                                            -------- -------- --------
       Net cash provided by (used in)
       operating activities...............................      859   (6,910)    (413)
                                                            -------- -------- --------
Cash flows from investing activities:
  Property and equipment additions........................     (112)    (921)    (827)
  Proceeds from sale of Dialog Server product line........      887
  Sales of marketable securities..........................    4,299
                                                            -------- -------- --------
       Net cash provided by (used in) investing activities    5,074     (921)    (827)
                                                            -------- -------- --------
Cash flows from financing activities:
  Repurchase of common stock..............................                     (4,470)
  Net proceeds from issuance of common stock..............      150      880      456
                                                            -------- -------- --------
       Net cash provided by (used in)
       financing activities...............................      150      880   (4,014)
                                                            -------- -------- --------
Net increase (decrease) in cash and
   cash equivalents.......................................    6,083   (6,951)  (5,254)
Cash and cash equivalents at beginning of period..........    2,242    9,193   14,447
                                                            -------- -------- --------
Cash and cash equivalents at end of period................   $8,325   $2,242   $9,193
                                                            ======== ======== ========
Supplemental cash flow disclosures:
Cash (received) paid during the year for taxes............     (410)      36      364
Tax benefit from disqualifying dispositions...............                         87`

The accompanying notes are an integral part of these
              consolidated financial statements

---

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS



1.	Nature of Business and Liquidity:





The Company:

ActionPoint, Inc. and its subsidiaries (the
"Company") develops, markets, and services software that helps
automate and manage the capture of external information into an organization's
internal computing systems.   The Company was incorporated in California in
January 1986 and was reincorporated in Delaware in September 1993.



Liquidity and capital resources:

The Company has incurred substantial losses and negative
cash flows from operations in current and prior periods.  For the year ended
December 31, 2001, the Company incurred a net loss of approximately $1.9
million. For the years ended December 31, 2000 and 1999, the Company incurred
negative cash flows from operations of $6.98 million and $413,000.  As of
December 31, 2001, the Company had an accumulated deficit of approximately $2.0
million.  The Company may incur additional operating losses and negative cash
flows in the future.  Failure to generate sufficient revenues, raise additional
capital or reduce spending could adversely affect the Company's ability to
achieve its intended business objectives.





2.	Sale of the Dialog Server Product Line:



The Company sold its Dialog Server product line to
Chordiant Software, Inc. on May 17, 2001 for approximately $7.1 million
consisting of $2.0 million in cash and 1.7 million shares of Chordiant common
stock, which was valued at $3 per share at the transaction date.  The Company
sold all of the Chordiant common stock, including the shares held escrow, in
July 2001 at approximately $2.73 per share, and recognized a loss of
approximately $400,000.  The Company recognized a pretax gain on the
transaction, comprised of proceeds, excluding amounts in escrow and less
transaction expenses, of approximately $4.6 million ($2.3 million net of tax).
Of the proceeds, $637,000 in cash remained in escrow at December 31, 2001
pursuant to the asset sale agreement and will be released in May 2002.
Accordingly, this amount has not been included on the balance sheet or in the
computation of gain on sale.





3.	Summary of Significant Accounting
Policies:



Principles of Consolidation:

The consolidated financial statements include the
accounts of the Company and its wholly owned subsidiaries, ActionPoint GmbH and
ActionPoint (UK) Ltd. All significant intercompany accounts and transactions
have been eliminated.



In preparing the Company's consolidated financial statements,
the Company is required to translate the financial statements of the foreign
subsidiaries from the currency in which they keep their accounting records,
generally the local currency, into US dollars, the reporting currency. This
process results in exchange gains and losses which, under the relevant
accounting guidance are either included within the statement of operations or as
a separate part of net equity under the caption cumulative translation
adjustment. If any subsidiary's functional currency is deemed to be the local
currency, then any gain or loss associated with the translation of that
subsidiary's financial statements are included in cumulative translation
adjustments. However, if the functional currency were deemed to be the US dollar
then any gain or loss associated with the translation of these financial
statements would be included within the statements of operations.

The functional currencies of the Company's subsidiaries are
the local currencies. Accordingly, all assets, liabilities and expenses of these
subsidiaries are translated at the current exchange rate at the end of the
period, except for property and equipment, which is translated at historical
rates. Revenues are translated at the exchange rates in effect when revenue is
recognized. Foreign currency translation gains and losses are included in
results of operations. Net gains and losses resulting from foreign exchange
transactions were not significant during any of the periods presented.



Use of Estimates:

The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts of
reported assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reported period.  Actual results could differ
from those estimates.



Revenue Recognition:

Revenue is generated primarily from two sources
(i) product revenue, which includes software license and royalty revenue, and
(ii) services and support revenue, which includes software license maintenance
fees, training and professional services revenue.  The Company offers its
customers a standard 90-day warranty period on its products but does not offer
any rights of return.  Warranty costs are immaterial for all periods presented.
License revenue is recognized upon shipment provided that persuasive evidence of
an arrangement exists, the fee is fixed or determinable, collection is
determined to be probable and no significant undelivered obligations remain.
Royalty revenue is recognized when OEM partners ship or pre-purchase rights to
ship products incorporating the Company's software, provided collection of such
revenue is determined to be probable and there are no further obligations.  The
Company does not offer price protection or other concessions to its OEM
partners.  Services and support revenue is recognized ratably over the period of
the maintenance contract or as the services are provided.   Payments for
maintenance fees and services are generally made in advance and are non-
refundable.

For arrangements with multiple obligations  (e.g.
delivered and undelivered products, maintenance and other services), the Company
allocates revenue to each component of the arrangement based on the fair value
of the undelivered elements, which is specific to the Company, using the
residual method.  The fair values for ongoing maintenance and support
obligations are based upon separate sales of renewals to customers or upon
substantive renewal rates quoted in the agreements.  The fair values for
services, such as training or consulting, are based upon separate sales of these
services to other customers.  Deferred revenue is primarily comprised of
undelivered maintenance services.



Cash and Cash Equivalents:

The Company considers all highly liquid investments
with an original maturity from date of purchase of three months or less to be
cash equivalents. Cash and equivalent consists of cash and money market funds at
cost, which approximates fair value.



Concentration of Credit Risk:

The Company sells its products primarily to customers
located in North America and Europe.  The Company performs ongoing credit
evaluations of its customers and generally does not require collateral.  The
Company maintains an allowance for potential credit losses, which have been
within management's expectations.  Substantially all cash and cash equivalents
are held by one bank.



Fair value of financial instruments:

The carrying amounts of the Company's financial instruments,
which include cash, cash equivalents, accounts receivable, accounts payable and
accrued liabilities approximate fair value due to their short maturities.



Certain Risks and Concentrations:

The Company's products are concentrated in the data
capture and document management industry, which is highly competitive and
rapidly changing.   Significant technological changes in the industry, including
changes in computing platforms, changes in customer requirements, the
infringement of proprietary patent, or the emergence of a major direct
competitor could affect operating results adversely.  In addition, a significant
portion of the Company's revenue is derived from international sales.
Fluctuations of the U.S. dollar against foreign currencies or local economic
conditions could adversely affect operating results and cash flows.

Property and Equipment:

Office equipment, machinery and software are stated
at cost less accumulated depreciation and amortization and depreciated on a
straight-line basis over estimated useful lives of three years.  Leasehold
improvements are recorded at cost and depreciated on a straight-line basis over
the lesser of their useful lives or the related lease term.



Software Development Costs:

Costs incurred in the research and development of new
products and enhancements to existing products are charged to expense as
incurred until the technological feasibility of the product or enhancement has
been established. After establishing technological feasibility, material
development costs incurred through the date the product is available for general
release to customers would be capitalized and amortized over the estimated
product life.   To date, the period between achievements of technological
feasibility, which the Company defines as the establishment of a working model,
until the general availability of such software to customers, has been short and
software development costs qualifying for capitalization have been
insignificant.  Accordingly, the Company has not capitalized any software
development costs since its inception.



Impairment of long-lived assets:

The Company evaluates the recoverability of long-lived assets in
accordance with Statement of Financial Accounting Standards No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of  ("SFAS 121").  SFAS 121 requires recognition of impairment of long-lived
assets upon the occurrence of certain events and if the net book value of such
assets exceeds the future undiscounted cash flows attributable to such
assets.



Stock-Based Compensation:

The Company accounts for stock-based compensation
arrangements in accordance with the provisions of Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), Financial
Accounting Standards Board ("FASB") Interpretation No. 44,
"Accounting for Certain Transactions Involving Stock Compensation - an
Interpretation of APB 25" ("FIN 44") and complies with the
disclosure provisions of Statement of Financial Accounting Standards
("SFAS") No. 123, "Accounting for Stock-Based Compensation"
("SFAS 123").



Under APB 25, compensation expense for grants to employees is
based on the difference, if any, on the date of grant, between the fair value of
the Company's stock and the option's exercise price.  SFAS 123 defines a
"fair value" based method of accounting for an employee stock option
or similar equity instrument. The pro forma disclosure of the difference between
compensation expense included in net loss and the related cost measured by the
fair value method is presented in Note 6.



The Company accounts for equity instruments issued to non-
employees in accordance with the provisions of SFAS 123 and Emerging Issues Task
Force Issue No. 96-18, "Accounting for Equity Instruments that are Issued
to Other Than Employees, or in Conjunction with Selling Goods and Services"
("EITF 96-18") and FASB Interpretation No. 28, "Accounting for
Stock Appreciation Rights and Other Variable Stock Option or Award Plans"
("FIN 28").



Advertising:

The Company expenses the costs of advertising as the
expenses are incurred.  The costs of advertising consist primarily of magazine
advertisements, brochures, and other direct production costs.  Costs associated
with trade shows are charged to expense upon completion of the trade show.
Advertising expense for the years ended December 31, 2001, 2000, and 1999 was
$1.1 million, $2.0 million and $1.0 million, respectively.



Income Taxes:

Income taxes are accounted for under the asset and
liability method.  Under this method, deferred tax assets and liabilities are
determined based on differences between financial reporting and tax bases of
assets and liabilities and are measured using the enacted tax rates and laws
that will be in effect when the differences are expected to reverse. Valuation
allowances are established when necessary to reduce deferred tax assets to the
amounts expected to be realized.



Computation of Net Loss Per Share:

Basic net loss per share is computed by dividing the
net loss available to common stockholders by the weighted average number of
common stock outstanding for that period.  Diluted net loss per share is
computed giving effect to all dilutive potential common shares that were
outstanding during the period.  Dilutive potential common shares consist of
incremental common shares issuable upon exercise of stock options.



A reconciliation of the numerator and denominator of
basic and diluted EPS is provided as follows (in thousands, except per share
amounts):



`Year Ended December 31,
                                                      --------------------------
                                                        2001     2000     1999
                                                   -------- -------- --------
Numerator: 
  Net loss..........................................  ($1,915) ($8,758)   ($141)

Denominator: 
  Weighted average shares...........................    4,300    4,190    4,444

  Net loss per share, basic and diluted.............   ($0.45)  ($2.09)  ($0.03)`



Options outstanding at December 31, 2001, 2000, and 1999
not included in computation of diluted loss per share because to do so would be
antidilutive (in thousands):



`2001          2000          1999
                                ------------- ------------- -------------

number of stock options.......         1,822         3,030         2,660
price range...................   $1.30-$31.00  $1.39-$31.00  $1.39-$15.75`



Comprehensive Income:

Comprehensive income includes all changes in equity
during the period from non-owner sources. To date, the Company has not had any
material transactions that are required to be reported in comprehensive
income.



Recent Accounting Pronouncements:

In July 2001, the FASB issued SFAS No. 141, Business
Combinations.  SFAS No. 141 requires the purchase method of accounting for
business combinations initiated after June 30, 2001 and eliminates the pooling-
of-interests method. Management of the Company is currently evaluating the
impact of SFAS No. 141 on the financial statements.

In July 2001, the FASB issued SFAS No. 142, Goodwill and
Other Intangible Assets, which is effective for fiscal years beginning after
December 15, 2001. SFAS No. 142 requires, among other things, the discontinuance
of goodwill amortization. In addition, the standard includes provisions upon
adoption for the reclassification of certain existing recognized intangibles as
goodwill, reassessment of the useful lives of existing recognized intangible
assets, reclassification of certain intangible assets out of previously reported
goodwill and the testing for impairment of existing goodwill and other
intangible assets.  This standard will require that management perform an
impairment review of the goodwill balance upon the initial adoption of SFAS No.
142.  Management of the Company is currently evaluating the impact of SFAS No.
142 on the financial statements.



In October 2001, the FASB issued SFAS No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets ("SFAS No. 144").
SFAS No. 144 addresses significant issues relating to the implementation of SFAS
No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of,  and develops a single accounting method under which
long-lived assets that are to be disposed of by sale are measured at the lower
of book value or fair value less cost to sell. Additionally, SFAS No. 144
expands the scope of discontinued operations to include all components of an
entity with operations that (1) can be distinguished from the rest of the entity
and (2) will be eliminated from the ongoing operations of the entity in a
disposal transaction. SFAS No. 144 is effective for financial statements issued
for fiscal years beginning after December 15, 2001 and its provisions are to be
applied prospectively. The Company believes that the adoption of SFAS No. 144
will not have a significant impact on its financial statements.



In May 2000, the Emerging Issues Task Force (EITF) issued
EITF Issue No. 00-14, Accounting for Certain Sales Incentives. EITF Issue No.
00-14 addresses the recognition, measurement, and income statement
classification for sales incentives that a vendor voluntarily offers to
customers (without charge), who the customer can use in, or exercise as a result
of, a single exchange transaction. Sales incentives that fall within the scope
of EITF Issue No.  00-14 includes offers that a customer can use to receive a
reduction in the price of a product or service at the point of sale. The EITF
changed the transition date for Issue 00-14, concluding that a company should
apply this consensus no later than the company's annual or interim financial
statements for the periods beginning after December 15, 2001.



In June 2001, the EITF issued EITF Issue No. 00-25, Vendor
Income Statement Characterization of Consideration Paid to a Reseller of the
Vendor's Products, effective for periods beginning after December 15, 2001. EITF
Issue No. 00-25 addresses whether consideration from a vendor to a reseller is
(a) an adjustment of the selling prices of the vendor's products and, therefore,
should be deducted from revenue when recognized in the vendor's statement of
operations or (b) a cost incurred by the vendor for assets or services received
from the reseller and, therefore, should be included as a cost or expense when
recognized in the vendor's statement of operations. Upon application of these
EITFs, financial statements for prior periods presented for comparative purposes
should be reclassified to comply with the income statement display requirements
under these Issues.



In September of 2001, the EITF issued EITF Issue No. 01-09,
Accounting for Consideration Given by Vendor to a Customer or a Reseller of the
Vendor's Products, which is a codification of EITF Issues No. 00-14, No. 00-25
and No.  00-22, Accounting for Points and Certain Other Time-or Volume-Based
Sales Incentive Offers and Offers for Free Products or Services to be delivered
in the Future.  Management of the Company is currently assessing the impact of
the adoption of these issues on the financial statements.





4.	Property and equipment (in
thousands):



`December 31,
        Property and equipment, net:        2001      2000
                                          --------- ---------
     Office equipment and machinery.....    $2,078    $2,828
     Software...........................       749       786
     Leasehold improvements.............       526       526
                                          --------- ---------
                                             3,353     4,140

     Less accumulated depreciation and
     amortization.......................    (2,545)   (2,555)
                                          --------- ---------
                                              $808    $1,585
                                          ========= =========`



Depreciation and amortization expense was approximately
$763,000, $815,000, and $556,000 in 2001, 2000, and 1999, respectively.



5.	Commitments:



The Company has entered into various operating leases for
its facilities and sales offices, which expires at various dates through 2009.
The Company recognizes rent expense on a straight-line basis over the lease
period and has accrued for rent expense incurred but not paid.  Future minimum
lease commitments due under these non-cancelable operating leases are as follows
(in thousands):



`Year ending December 31,

     2002...............................    $1,251
     2003...............................     1,257
     2004...............................       305
     2005...............................       113
     2006...............................       113
     Subsequent years...................       249
                                          ---------
      Total.............................    $3,288
                                          =========`



Rent expense was approximately $1.3 million, $1.3 million
and $1.2 million in 2001, 2000, and 1999, respectively.



6.	Stockholders' Equity:



Preferred Stock:  The Board of Directors is
authorized to determine the price, rights, preferences, privileges and
restrictions (including voting rights) of preferred stock without any further
vote or action by the stockholders.  The Board is also authorized to increase or
decrease the number of shares of any series.  At December 31, 2001, there were
2,000,000 shares of $.01 par value preferred stock authorized.  No preferred
shares were issued and outstanding at December 31, 2001, 2000, or 1999.



Employee Stock Purchase Plan:The
Board of Directors has reserved 200,000 shares of common stock for issuance
under the 1993 Employee Stock Purchase Plan, 130,000 shares under the 1997
Employee Stock Purchase Plan and 350,000 shares under the 1998 Employee Stock
Purchase Plan.  Employees may elect to have the Company withhold up to 10% of
their compensation for the purchase of the Company's common stock.  The amounts
withheld are used to purchase the Company's common stock at a price equal to 85%
of the fair market value of the stock on the first day of a two-year offering or
the last day of a six-month purchase period, whichever is lower.  The number of
shares employees may purchase is subject to certain limitations.



Stock Option Plan:  The Company has established
the 1993 Stock Option/Stock Issuance Plan (the "1993 Plan") and the
1999 Stock Plan (the "1999 Plan").  As amended, the 1993 Plan
authorizes the issuance of up to 3,274,852 shares of common stock over the term
of the Plan, pursuant to the grant of incentive stock and non-qualified stock
options and the direct issuance of shares to eligible employees, independent
consultants and non-employee directors. The 1999 Plan authorizes the issuance of
up to 700,000 shares of common stock over the term of the Plan, pursuant to the
grant of non-qualified stock options and the direct issuance of shares to
eligible employees, independent consultants and non-employee directors.



In 1999, the Company issued an option to purchase 47,750
shares of common stock to a consulting firm with which it has an ongoing
business relationship, pursuant to the 1999 Plan. The fully vested option, with
a strike price of $ 4.88 per share, was valued using the Black-Scholes option-
pricing model on the date of grant.  The fair value of approximately $60,000 was
recorded as consulting expense in the year ended December 31, 2000 as earned.
The option expires in 2009 and was unexercised at December 31, 2001.



Under these stock option plans, the exercise price per
share is determined by the Compensation Committee of the Board of Directors.
The exercise price of an incentive stock option cannot be less than 100% of the
fair market value of the common stock on the grant date and the exercise price
of a non-qualified stock option cannot be less than 85% of such fair market
value.  Options generally vest over four years and are exercisable for a term of
ten years.





Aggregate activity under the plans is as follows (in
thousands per share amounts):



`Options Outstanding
                                          ----------------------
                                Shares               Weighted-
                               Available   Number     average
                                  for        of     Exercise price
                                 Grant     Shares    per share
                               ---------  --------- ------------

Balance, December 31, 1998....      344      1,876        $7.39

   Plan Amendment.............      648
   Options granted............     (982)       982        $5.23
   Options canceled...........      124       (182)       $7.90
   Options exercised..........                 (16)       $7.25
                               ---------  ---------
Balance, December 31, 1999....      134      2,660        $6.56

   Plan Amendment.............      550
   Options granted............     (613)       613        $8.47
   Options canceled...........      158       (158)       $8.34
   Options exercised..........                 (85)       $7.02
                               ---------  ---------
Balance, December 31, 2000....      229      3,030        $6.84

   Plan Amendment.............      150
   Options granted............     (751)       751        $3.35
   Options canceled...........    1,958     (1,958)       $7.16
   Options exercised..........                  (1)       $6.00
                               ---------  ---------
Balance, December 31, 2001....    1,586      1,822        $5.06
                               =========  =========`



The following table summarizes information with respect
to stock options outstanding at December 31, 2001:



`Options Oustanding               Options Exercisable
                   ------------------------------------  ------------------------
                                   Weighted
                      Number       Average    Weighted      Number      Weighted
                    Outstanding   Remaining    Average    Exercisable    Average
    Range of           as of      Contractual Exercise       as of      Exercise
 Exercise Prices   December 31,   Life (Years)  Price    December 31,     Price
                       2001                                  2001
-----------------  -------------  ----------  ---------  -------------  ---------
                       (000s)                               (000s)
  $1.39 -  $2.75            463         9.6      $2.16             40      $1.78
  $2.90 -  $4.94            278         7.1       4.20            125       4.37
  $5.00 -  $6.00            651         7.0       5.29            446       5.22
  $6.13 -  $8.00            241         6.0       7.42            214       7.46
  $8.06 - $31.00            189         4.4       9.64            179       9.39
                   -------------                         -------------
  $1.39 - $31.00          1,822         7.3      $5.06          1,004      $6.20
                   =============                         =============`



The number of unexercised options as of December
31, 2000 and 1999 was 1,757,000 and 1,104,000, respectively.



The fair value of each option grant is estimated on the
date of the grant using the Black-Scholes option pricing model with the
following weighted average assumptions used for grants in 2001, 2000, and
1999:



`2001         2000         1999
                                   -----------  -----------  -----------
  Risk-free interest rates.......        4.10%        5.60%        5.50%
  Expected life..................    3.5 years    3.5 years    3.5 years
  Volatility.....................          50%          50%          50%
  Dividend yield.................        --           --           --`



The weighted average grant date fair value of those
options granted in 2001, 2000 and 1999 was $1.73, $4.60 and $2.79 respectively.
The Company has also estimated the fair value for the purchase rights issued
under the Company's Employee Stock Purchase Plan, under the Black-Scholes option
pricing model using the following assumptions for 2001, 2000 and 1999:



`2001         2000         1999
                                   -----------  -----------  -----------
  Risk-free interest rates.......        4.10%        5.60%        5.50%
  Expected life..................   0.50 years   0.50 years   0.50 years
  Volatility.....................          50%          50%          50%
  Dividend yield.................        --           --           --`



The weighted average grant date fair value of those
purchase rights granted in 2001, 2000 and 1999 was $0.64, $2.51 and $2.61
respectively.



The following pro forma information has been
prepared following the provisions of SFAS No. 123 (in thousands except per share
data):



`2001         2000         1999
                                   -----------  -----------  -----------
  Net loss - proforma............     ($2,737)    ($10,838)     ($1,443)
  Basic and diluted EPS - proform      ($0.64)      ($2.59)      ($0.33)`



The above pro forma effects on net income (loss) may not be
representative of the effects on net income (loss) for future years as option
grants typically vest over several years and additional options are generally
granted each year.



On August 3, 2001, the Company's Board of Directors approved
a stock option exchange program (the "Exchange Program"). Under the
Exchange Program, employees were given the opportunity to exchange one or more
new stock options previously granted to them in exchange for a promise to
receive one or more new stock options to be granted at least six months and a
day after the old options were cancelled provided the individual is still
employed or providing service on such date.  The participation deadline for this
Exchange Program was August 31, 2001. The new options will have the same vesting
start date as the old options and will be immediately exercisable as to the
vested shares when granted. In total, 1,137,629 stock options were returned to
the Company and cancelled as a result of this Exchange Program. On March 2,
2002, 1,137,629 stock options were issued under the Exchange Program at a fair
market value of $2.43 per share.





7.	Business Segments:



The Company has determined that it has a single reportable
segment consisting of the development; marketing and servicing of information
capture software. Management uses one measurement of profitability and does not
disaggregate its business for internal reporting. Operations outside the United
States primarily consist of sales offices in United Kingdom and Germany,
responsible for the sales activities to foreign customers, invoiced by the
Company's headquarters in the United States. The foreign subsidiaries do not
carry any significant long-lived assets, and income and assets of the Company's
foreign subsidiaries were not significant for any period presented.



Revenue from external customers by geographic area for each
of the three fiscal periods is presented in the following table:



`Year ended December 31,
                         2001      2000      1999
                       --------  --------  --------
United States          $15,425   $18,531   $16,189
   % of total               70%       74%       73%
International           $6,611     6,511     5,989
   % of total               30%       26%       27%`



For the years ended December 31 2001, 2000, and 1999 no
customer accounted for more than 10% of the Company's revenues.



8.      	Income Taxes:



Income tax expense (benefit) consists of (in
thousands):



`Year ended December 31,
                                              2001       2000       1999
                                            ---------  ---------  ---------
Current:
  Federal.................................       $79
  State and local.........................        33                    $2
  Foreign.................................       169                   128
                                            ---------  ---------  ---------
                                                 281          0        130
                                            ---------  ---------  ---------
Deferred:
  Federal.................................     3,386                  (161)
  State and local.........................       548                   (45)
                                            ---------  ---------  ---------
                                               3,934          0       (206)
                                            ---------  ---------  ---------
Total:
  Federal.................................     3,465                  (161)
  State and local.........................       581                   (43)
  Foreign.................................       169                   128
                                            ---------  ---------  ---------
                                              $4,215         $0       ($76)
                                            =========  =========  =========`



The Company's effective tax rate differs from the
statutory federal income tax rate as shown in the following schedule:



`Year ended December 31,
                                              2001       2000       1999
                                            ---------  ---------  ---------
Statutory federal income tax rate.........      34.0%     -33.5%     -34.0%
State taxes, net of federal benefit.......       6.0%      -5.1%       5.8%
Foreign taxes in excess of US rate........                            19.9%
Research and development credits..........                           -41.5%
Non-deductible expenses...................                            17.8%
Change in valuation allowance.............     143.2%      38.6%
Other, net................................                            -3.2%
                                            ---------  ---------  ---------
                                               183.2%      -0.0%     -35.2%
                                            =========  =========  =========`



The components of the net deferred tax assets (in
thousands) include:



`December 31,
                                              2001       2000
                                            ---------  ---------
Deferred tax assets:
  Provision for doubtful accounts.........      $100        $84
  Accrued liabilities/deferred revenue....       814        746
  Net operating loss carryforwards........     4,378      5,318
  Tax credit carryforwards................     1,756      2,066
                                            ---------  ---------
       Total deferred tax assets..........    $7,048     $8,214

Deferred tax liabilities:

  Depreciation and basis differences......       (87)      (137)

  Valuation Allowance.....................    (6,961)    (3,665)
                                            ---------  ---------
Net deferred tax assets...................        $0     $4,412
                                            =========  =========`



At December 31, 2001, the Company had net operating loss
carry forwards available to reduce its future taxable income of approximately
$14.8 million and $2.3 million, respectively, for federal and state income tax
purposes. The federal and state operating losses begin to expire in 2003.  In
addition, the Company has $1.4 million of research and development tax credits
available to offset future U.S. federal income tax.  For California franchise
tax purposes, the Company has research and development tax credit carry forwards
of $1.0 million.  These credits begin to expire for federal purposes in 2004 and
have no expiration for state purposes.



The income tax provision of $4.2 million is comprised of the
following: tax on the gain from the sale of the Dialog Server product line of
$1.7 million, the change in valuation allowance of $3.3 million to reduce net
deferred tax assets based on management's assessment of the uncertainty of the
realizability of such assets and the provision for foreign taxes of $169,000
offset by the utilization of net operating losses of $1.0 million. In 2000 there
was no benefit for income taxes recorded as a result of the pretax losses
generated during the year. In 1999, a benefit of $76,000 was recorded as a
result of pretax losses.



For federal and state tax purposes, the Company's net
operating loss carry forwards are subject to certain limitations on annual
utilization in the event of changes in ownership, as defined by federal and
state law.



9. 	Stock Related Bonus Plan



On October 8, 1999, the Company adopted (and further
amended on December 29, 1999 and February 1, 2000) a stock related bonus plan
that, upon a specified increase to the Company's per share stock price, would
result in bonus payments of $2.6 million, consisting of a combination of cash
and stock to executive officers.



During February 2000 the Company satisfied the requirements
for payment of bonuses pursuant to the plan.



10.	Employee Benefit Plan



The Company provides a 401(K) Plan to its employees
providing tax deferred salary deductions for eligible employees.  Participants
may make voluntary contributions between 1% and 20% of their compensation
subject to certain annual maximums.  The Company matches 50% of employee
contributions with a maximum of $2,000 per employee.  The Plan provides for
additional Company contributions at its discretion.  Total contributions made by
the Company were  $216,000, $286,000 and $212,000 during 2001, 2000 and 1999,
respectively.



11.      Stock Repurchase Programs



Since February 1997 through February 2002, the Company's
Board of Directors has authorized the use of up to $25 million to repurchase the
Company's common stock.  Through December 31, 1999 the Company had repurchased
3.8 million shares for a total of $23.6 million.  No repurchases were made in
2000 or 2001.  The repurchased stock was cancelled and added to the pool to be
used to meet the Company's obligations under its stock plans and for other
corporate purposes.  Purchases have been and may continue to be made from time-
to-time on the open market or in privately negotiated transactions.  The timing
and volume of purchases will be dependent upon market conditions and other
factors.



12. Subsequent Event



On March 4, 2002, the Company entered into a merger
agreement with Captiva Software Corporation ("Captiva"), a privately-
held company that provides forms processing software products and services.
Pursuant to the merger agreement, Captiva will become a wholly-owned subsidiary
of the Company and the Company will change its name to Captiva Software
Corporation. The merger is subject to necessary approvals from the stockholders
of both companies and is expected to be completed in the third quarter of 2002.

---

**ACTIONPOINT, INC.

      SCHEDULE II  -  VALUATION AND QUALIFYING ACCOUNT

                             (in thousands)**

`Additions
                              Balance at Charged to             Balance
                              beginning  costs and              at end
Description                    of year   expenses   Write-Offs  of year
----------------------------  ---------  ---------  ---------  ---------
Year ended December 31, 2001
   Allowance for bad debt...      $200        $61       ($12)      $249

Year ended December 31, 2000
   Allowance for bad debt...      $209        $83       ($92)      $200

Year ended December 31, 1999
   Allowance for bad debt...      $559      ($350)        $0       $209`

---

**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 to be signed on its behalf by the undersigned, thereunto duly
authorized on June 21, 2002.



| |                  
| | -----------------
| | ACTIONPOINT, INC.



| |     |                    
| | --- | -------------------
| | By: | /s/ Stephen Francis

| |                                                
| | -----------------------------------------------
| |                                                
| | Stephen Francis                                
| | President, Chief Executive
Officer and Director

Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated:



`Signature                          Title                     Date
-----------------------------  ----------------------------------  -------------
/s/ Stephen Francis            President, Chief Executive          June 21, 2002
--------------------------     Officer and Director
    Stephen Francis            (Principal Executive Officer)

/s/ John Finegan               Chief Financial Officer,            June 21, 2002
--------------------------     Secretary and Director
    John Finegan               (Principal Financial and Accounting
                               Officer)

           *                   Chairman of the Board               June 21, 2002
--------------------------     of Directors
    Kimra Hawley

           *                   Director                            June 21, 2002
--------------------------
    Thomas T. van Overbeek

           *                  Director                             June 21, 2002
--------------------------
    Daniel Tompkins

           *                  Director                             June 21, 2002
--------------------------
    Bruce Silver

           *                  Director                             June 21, 2002
--------------------------
    Patrick Edsell

*  /s/ Stephen Francis
--------------------------
   Per Power of Attorney`

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EXHIBIT INDEX



`Exhibit
Number      Description
----------- -----------------------------------------------------------------
2.1*         Agreement and Plan of Merger and Reorganization dated March 4, 2002 by and among the
             registrant, Condor Merger Corp. and Captiva Software Corporation.
2.2*+        Amendment to Agreement and Plan of Merger and Reorganization dated April 16, 2002 by and
             among the registrant, Condor Merger Corp. and Captiva Software Corporation.
3.1**        Amended and Restated Certificate of Incorporation of the registrant.
3.2***       Bylaws of the registrant.
4.1          Reference is made to Exhibits 3.1 and 3.2.
4.2**        Form of Investor Rights Agreement dated August 27, 1993 by and among the registrant
             and the investors identified therein.
4.3+         Rights Agreement dated September 9, 1997.
4.4++        Amendment to Rights Agreement dated October 5, 2001 by and among the registrant, Fleet
             National Bank and EquiServe Trust Company, N.A.
4.5*         Second Amendment to Rights Agreement dated March 4, 2002 between the registrant and
             EquiServe Trust Company, N.A.
10.1**       Form of indemnification agreement entered into between the registrant and its directors and
             executive officers.
10.2**       Form of the registrant's Amended and Restated 1993 Stock Option/Stock Issuance Plan.
10.3+++      Form of the registrant's 1999 Stock Plan.
10.4+++      Form of the registrant's Amended and Restated 1998 Employee Stock Purchase Plan.
10.5*+       Form of proposed Amended and Restated 1998 Employee Stock Purchase Plan.
10.6++       Form of Severance Agreement between the registrant and certain of its executive officers.
10.7++       Form of Severance Agreement between the registrant and certain of its executive officers in
             connection with the merger of the registrant and Captiva Software Corporation.
10.8*        Form of Voting Agreement between each of the registrant's executive officers and directors
             and Captiva Software Corporation.
10.9*        Form of Voting Agreement between each of the Captiva Software Corporation's executive
             officers and directors and the registrant.
10.10++      Form of lock-up agreement from each of the registrant's executive officers and directors.
10.11*+      Form of lock-up agreement from each of the executive officers, directors and certain
             affiliates and stockholders of Captiva Software Corporation.
10.12*+      Employment offer letter from ActionPoint, Inc. to Rick Russo dated March 4, 2002.
10.13*+      Employment offer letter from ActionPoint, Inc. to Reynolds Bish dated March 4, 2002.
10.14*+      Amendment No. 1 to the registrant's Amended and Restated 1993 Stock Option/Stock
             Issuance Plan.
10.15+++     The registrant's lease for property at 1299 Parkmoor Ave., San Jose, CA.
21.1*+       Subsidiaries of the registrant.
23.1         Consent of PricewaterhouseCoopers LLP, Independent Accountants for the registrant.
24.1         Manually signed power of attorney.`

___________________

*       Incorporated by reference to an exhibit to the registrant's current report on
                                   Form 8-K filed on March 20, 2002.
**      Incorporated by reference to an exhibit to the registrant's registration statement on Form S-1,
     as amended (Registration No. 33-66142).
***     Incorporated by reference to an exhibit to the registrant's current report on Form 8-K filed
     on September 24, 1997.
+       Incorporated by reference to an exhibit to the registrant's registration statement on Form 8-A
     filed on September 10, 1997.
++     Incorporated by reference to an exhibit to the registrant's annual report on Form 10-K filed
     on March 29, 2002.
+++   Incorporated by reference to an exhibit to the registrant's annual report on Form 10-K filed on
     April 2, 2001.
*+     Incorporated by reference to an exhibit to the registrant's registration statement on Form S-4
     (Registration No. 333-87106).

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