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

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**FORM 10-Q/A**

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(Mark One)

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

**For the Quarterly Period Ended March 31, 2002**

**OR**

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

**For the transition period from ________to _________**

**Commission file number 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)

****
(Former name, former address and former fiscal year, if changed since last report)







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 reports), and (2) has been subject to such filing
requirements for the past 90 days.    YES [X]    NO [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of Common Stock, as
of March 31, 2002: 4,374,874







**ACTIONPOINT, INC.
      QUARTERLY REPORT ON FORM 10-Q/A FOR THE PERIOD ENDED MARCH 31, 2002
                                Index**



|**PART I.   FINANCIAL INFORMATION**                                                                                      | **Page No.**
|------------------------------------------------------------------------------------------------------------------------ | ------------
|                                                                                                                         |             
|Item 1.   Financial Statements (unaudited)                                                                               |             
|                                                                                                                         |             
|Condensed Consolidated Balance Sheets at March 31, 2002 and
     December 31, 2001                                       | **          
|                                                                                                                         |             
|Condensed Consolidated Statements of Operations for the
          
    three month periods ended March 31, 2002 and 2001 | **          
|                                                                                                                         |             
|Condensed Consolidated Statements of Cash Flows for the
          
    three month periods ended March 31, 2002 and 2001 | **          
|                                                                                                                         |             
|Notes to the Condensed Consolidated Financial Statements                                                                 | **          
|                                                                                                                         |             
|Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations    | **          
|                                                                                                                         |             
|Item 3.   Quantitative and Qualitative Disclosures About Market Risk                                                     | **          
|                                                                                                                         |             
|**PART II.  OTHER INFORMATION**                                                                                          |             
|                                                                                                                         |             
|Item 1.   Legal Proceedings                                                                                              | **          
|                                                                                                                         |             
|Item 2.   Changes in Securities                                                                                          | **          
|                                                                                                                         |             
|Item 3.   Defaults Upon Senior Securities                                                                                | **          
|                                                                                                                         |             
|Item 4.   Submission of Matters to a Vote of Securities Holders                                                          | **          
|                                                                                                                         |             
|Item 5.   Other Information                                                                                              | **          
|                                                                                                                         |             
|Item 6.   Exhibits and Reports on Form 8-K                                                                               | **          
|                                                                                                                         |             
|**Signature Page**                                                                                                       | **          

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**PART I -- FINANCIAL INFORMATION**

Item 1. Financial Statements

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**ACTIONPOINT, INC.

                       CONDENSED CONSOLIDATED BALANCE SHEETS**
(UNAUDITED - IN THOUSANDS)

`March 31,    December 31,
                                               2002           2001
                                           -------------  -----------

                       ASSETS
Current assets:
  Cash and cash equivalents ...............      $8,028       $8,325
  Accounts receivable, net.................       4,007        4,845
  Other current assets.....................       1,032          935
                                           -------------  -----------
    Total current assets...................      13,067       14,105

Property and equipment, net................         682          808
Other assets...............................         315          415
                                           -------------  -----------
                                                $14,064      $15,328
                                           =============  ===========

       LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable.........................        $367         $440
  Deferred revenue.........................       3,175        3,400
  Accrued liabilities......................       1,372        2,166
                                           -------------  -----------
    Total current liabilities..............       4,914        6,006

Long term deferred revenue.................         837          989
Other long term liabilities                         139          176
                                           -------------  -----------
Total liabilities..........................       5,890        7,171
                                           -------------  -----------
Stockholders' equity:
  Common stock.............................          44           44
  Paid-in capital..........................      10,130       10,130
  Accumulated deficit......................      (2,000)      (2,017)
                                           -------------  -----------
    Stockholders' equity...................       8,174        8,157
                                           -------------  -----------
                                                $14,064      $15,328
                                           =============  ===========`

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

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**ACTIONPOINT, INC.

             CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

                              (UNAUDITED)**
(In thousands, except per share amounts)

`Three Months Ended
                                                 March 31,
                                             -------------------
                                                2002      2001
                                             --------- ---------
Net revenues:
  License...................................   $3,797    $4,935
  Service...................................    1,995     1,660
                                             --------- ---------
Total revenues..............................    5,792     6,595

Cost of revenues:
  License...................................      218       175
  Service...................................      692       854
                                             --------- ---------
Cost of revenues............................      910     1,029
                                             --------- ---------
Gross profit                                    4,882     5,566
                                             --------- ---------
Research and development....................    1,241     1,683
Sales and marketing.........................    2,996     3,293
General and administrative..................      641       940
                                             --------- ---------
Operating profit (loss).....................        4      (350)
Interest and other income...................       13        35
                                             --------- ---------
Income (loss) before provision
   for income taxes.........................       17      (315)
Provision for income taxes..................       --        --
                                             --------- ---------
Net income (loss)...........................      $17     ($315)
                                             ========= =========

Basic and diluted EPS:
 Net income (loss)..........................    $0.00    ($0.07)
                                             ========= =========

Shares used in basic EPS calculations: .....    4,375     4,275
Shares used in  diluted EPS calculations: ..    4,375     4,275`

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

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**ACTIONPOINT, INC.

            CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS**
(UNAUDITED - IN THOUSANDS)

`Three Months Ended
                                                                   March 31
                                                           -------------------
                                                              2002      2001
                                                           --------- ---------
Cash flows from operating activities:
 Net income (loss)........................................      $17     ($315)
 Adjustments to reconcile net income (loss) to net cash
   provided by (used in) operating activities:
   Depreciation and amortization..........................      164       218
   Provision for doubtful accounts receivables............       (1)      (40)
 Change in assets and liabilities:
    Accounts receivable...................................      839     3,238
    Other assets..........................................        3       570
    Accounts payable......................................      (73)      (82)
    Deferred revenue......................................     (377)     (164)
    Accrued and other long term liabilities...............     (831)   (1,657)
                                                           --------- ---------
    Net cash provided by (used in) operating activities.       (259)    1,768
                                                           --------- ---------
Cash flows from investing activities:
 Property and equipment additions.........................      (38)      (70)
                                                           --------- ---------
    Net cash used in investing activities.................      (38)      (70)
                                                           --------- ---------
Cash flows from financing activities:
  Proceeds from the exercise of stock options.............       --         7
                                                           --------- ---------
    Net cash provided by financing activities.............       --         7
                                                           --------- ---------
Net increase (decrease) in cash and cash equivalents......     (297)    1,705

Cash and cash equivalents at beginning of period..........    8,325     2,242
                                                           --------- ---------
Cash and cash equivalents at end of period................   $8,028    $3,947
                                                           ========= =========`

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

---



ACTIONPOINT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



1.	BASIS OF PREPARATION:

Interim Unaudited Financial Information:

The accompanying interim unaudited condensed consolidated
financial statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and pursuant to the
rules and regulations of the Securities and Exchange Commission.  The December
31, 2001 balance sheet data was derived from audited financial statements
contained in the company's 2001 Annual Report on Form 10-K but does not include
all disclosures required by accounting principles generally accepted in the
United States of America. The unaudited financial statements for the three month
periods ended March 31, 2002 and 2001 include, in the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary to present
fairly the financial information set forth herein.  The results of operations
for the interim periods are not necessarily indicative of the results to be
expected for an entire year and should not be relied on as such.

On March 4, 2002, the company 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 of ActionPoint 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 late in the second quarter or early in the third quarter of 2002.
In connection with the merger, the company filed a registration statement with
the SEC on Form S-4, on April 26, 2002, which includes additional information
about the merger and the merger agreement.



2.	RECENT ACCOUNTING PRONOUNCEMENTS:



In October 2001, the FASB issued Statement of Financial
Accounting Standards 144 ("SFAS 144"), "Accounting for the Impairment
or Disposal of Long-Lived Assets". SFAS 144 supercedes SFAS 121, "Accounting for
the Impairment of long-Lived Assets and for Long-Lived Assets to Be Disposed
Of." SFAS 144 applies to all long-lived assets, including discontinued
operations, and consequently amends Accounting Principles Board Opinion No. 30,
"Reporting Results of Operations Reporting the Effects of Disposal of a Segment
of a Business". SFAS 144 develops one accounting model for long-lived assets
that are to be disposed of by sale. SFAS 144 requires that long-lived assets
that are to be disposed of by sale be measured at the lower of book value or
fair value less selling costs. Additionally, SFAS 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.
The company adopted the provisions of SFAS 144 on January 1, 2002. The adoption
of SFAS 144 had no impact on the company's financial position or results of
operations.



In the first quarter of 2002, the company adopted Emerging
Issues Task Force (EITF) Issue No. 00-14, Accounting for Certain Sales
Incentives, EITF Issue No. 00-25, Vendor Income Statement Characterization of
Consideration Paid to a Reseller of the Vendor's Products, EITF Issue 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
and EITF Issue No. 01-09, Accounting for Consideration Given by Vendor to a
Customer or a Reseller of the Vendor's Products which all address certain
aspects of sales incentives. The adoption of these EITF's did not have a
material impact on the company's financial statements. Also in the first quarter
of 2002, we adopted EITF Issue No. 01-14, Income Statement Characterization of
Reimbursements Received for "Out-of-Pocket" Expenses Incurred. The
adoption of this EITF did not have a material impact on the company's financial
statements.





3.	LIQUIDITY:

For the year ended December 31, 2001, the company incurred a
net loss of $1.9 million but generated positive cash flows from operating
activities of $859,000 as a result of the sale of the Dialog Server product line
and other cost reduction measures. For the quarter ended March 31, 2002, the company generated a net income
of $17,000 but used cash in operating activities of $259,000 for payment of
outside advisory costs and expenses such as legal, accounting and investment
banking associated with the pending merger with Captiva.At March 31, 2002, the company had cash and cash
equivalents of $8.0 million.



Management has taken other steps over the past several
quarters to reduce operating expenditures.In the event that such
measures are not sufficient to meet the company's obligations, the company may
need to seek additional financing. There can be no assurance that such
additional financing will be available or will be available on terms acceptable
to the company, which, as a result, could have a material adverse effect on the
company's business, operating results and financial condition.



4. 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 in 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 total proceeds, $637,000 in cash remained in
escrow at March 31, 2002 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.





5. COMPUTATION OF NET INCOME (LOSS) PER SHARE:



The following table presents the calculation of basic and diluted net income
(loss) per share (in thousands, except per share data):

`Three Months Ended
                                           March 31,
                                       -------------------
                                          2002      2001
                                       --------- ---------

Net income (loss).....................      $17     ($315)

Shares used in basic EPS calculation..    4,375     4,275
Shares used in diluted EPS calculation    4,429     4,275

Basic and diluted EPS.................    $0.00    ($0.07)`

For the three months ended March 31, 2002, there were 54,356
incremental common shares attributable to shares issuable under employee stock
plans included in the computation of net loss per share. As of March 31, 2002,
options to purchase approximately 2,687,000 shares of common stock with a
weighted average price of $4.23 were considered anti-dilutive because the
options' exercise price was greater than the average fair market value of the
company's common stock for the period then ended. As of March 31, 2001, options
to purchase approximately 3,168,000 shares of common stock with a weighted
average price of $6.59 were considered anti dilutive and were not included in
the computation of net loss per share.





6. STOCK OPTION EXCHANGE PROGRAM:

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 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 have the same vesting
start date as the old options and are 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 at a weighted average
exercise price per share of $6.87. On March 2, 2002, 1,137,629 stock options
were issued under the Exchange Program at an exercise price of $2.43 per
share.





7. SEGMENTS AND GEOGRAPHIC REPORTING:



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.



The following table presents revenue from external customers
by geographic area for quarters ended March 31, 2002 and 2001, respectively.

`Three Months Ended
                                          March 31,
                                    -------------------
                                        2002      2001
                                    --------- ---------
United States.....................    $3,475    $4,682
 % of total.......................        60%       71%

International.....................    $2,317    $1,913
 % of total.......................        40%       29%`





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

Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations.



OVERVIEW:



The company develops, markets and services 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. ActionPoint customers have traditionally been large ("global
1000") businesses and governmental agencies that use 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, the company markets software tools under the Pixel Translations
brand to various hardware and software providers.



On March 4, 2002, the company 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 of ActionPoint
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 late in the second quarter or early in the third
quarter of 2002.  In connection with the merger, the company filed a
registration statement with the SEC on Form S-4, on April 26, 2002, which
includes additional information about the merger and the merger
agreement.





RESULTS OF OPERATIONS:



This Quarterly Report on Form 10-Q may contain forward-
looking statements that involve risks and uncertainties.  The company's 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 in the section captioned RISK FACTORS and
in the company's most recent Annual Report on Form 10-K.





Revenues



The company's license revenues decreased 23% in the first
quarter of 2002 to $3.8 million from $4.9 million in the first quarter of 2001.
As a percent of total revenue, licenses accounted for 66% and 75% for the first
quarter of 2002 and 2001 respectively. The decrease in license revenue is due in
part to a weak economy, which led to extended sales cycles and general slowdowns
in IT spending.



The company's service revenues increased 20% in the
first quarter of 2002 to $2.0 million from $1.7 million in the first quarter of
2001. As a percent of total revenue, services accounted for 34% and 25% for the
first quarter of 2002 and 2001 respectively. The increase in service revenues
both in absolute and percentage terms was attributable primarily to a larger
installed base of customers purchasing annual software maintenance.  The company
expects revenues from maintenance and services to continue to increase as a
percentage of overall revenues.





Gross Profit



Gross profit decreased 12% for the first quarter of 2002 to
$4.9 million from $5.6 million for the first quarter of 2001. The decrease in
gross profit for the first quarter of 2002 is due primarily to the corresponding
decrease in license revenues.



Gross profit as a percentage of revenue remained unchanged at
84% for the first quarter of 2002 and 2001, respectively, and is consistent with
near-term expectations.





Research and Development



Research and development expenses decreased 26% in the first
quarter of 2002 to $1.2 million from $1.7 million in the first quarter of 2001.
The decrease is largely related to the sale of the Dialog Server product line in
May 2001, as substantial development expenses were incurred for this product
line in the first quarter of 2001.



As a percent of revenue, research and development expenses
decreased to 21% for the first quarter of 2002 from 26% in the first quarter of
2001. The company expects research and development expenses to remain materially
unchanged in the short-term.





Sales and Marketing



Sales and marketing expenses decreased 9% in the first
quarter of 2002 to $3.0 million from $3.3 million in the first quarter of 2001.
The decrease is largely related to reductions in programmatic and product
marketing expenses incurred in 2001 for the launch of the recently sold Dialog
Server product line.



As a percent of revenue,sales and marketing expenses
increased to 52% for the first quarter of 2002, from 50% in the first quarter of
2001. The company expects sales and marketing expenses to remain materially
unchanged in the short-term.





General and administrative



General and administrative expenses decreased 32% for the
first quarter of 2002 to $641,000 from $940,000 in the first quarter of 2001.
The decrease is largely due to a reduction in professional fees and expenses
incurred in the first quarter of 2001 in conjunction with various strategic
initiatives.



As a percentage of revenue, general and administrative
expenses decreased to 11% for the first quarter of 2002, from 14% for the first
quarter of 2001. The company expects general and administrative expenses to
remain materially unchanged in the short-term.





Provision for Income Taxes



No tax provision was made for the first quarter of 2002 due
to the company's net operating loss carryforwards. The income tax benefit for
the loss in the first quarter of 2001 was offset by an increase to the valuation
allowance.





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



As a result of the
sale of Dialog Server, the Company 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`



Liquidity and Capital Resources



At March 31, 2002, the company had cash and cash equivalents
of $8.0 million, compared to $8.3 million at December 31, 2001.



Net cash used in operating activities was $259,000 in the
first three months of 2002 compared to net cash provided by operating activities
of $1.8 million in the first three months of 2001. The net cash used in
operating activities in the first three months of 2002 is largely a result of
payment of outside advisory costs and expenses such as legal, accounting and
investment banking associated with the pending merger with Captiva. Reductions
in accounts receivable generated cash in the first quarter of 2002 as a result
of improved collections, offset by payments of certain compensation liabilities
accrued in 2001. The net cash provided by operating activities in the first
three months of 2001 is primarily due to a large reduction in accounts
receivable resulting from reduced 2001 first quarter revenues compared to 2000
fourth quarter partially offset by a decrease in accrued and other long-term
liabilities. The company expects that additional cash will be used in the second
quarter of 2002 for payments of legal and accounting expenses associated with
the pending merger and that other working capital changes will not materially
impact cash balances.



Net cash used in investing activities was $38,000 and $70,000
exclusively for additions to property and equipment in the first three months of
2002 and 2001, respectively, and is consistent with expected cash usage in the
near-term.



Net cash provided by financing activities was $7,000 for the
first three months of 2001 from the proceeds of exercises of employee stock
options. The company expects that cash provided from financing activities,
primarily semi-annual sales of stock under the employee Stock Purchase Plan,
will be insignificant in the short-term.



The company's principal sources of liquidity are cash and
cash equivalents on hand, as well as cash flows from operations.  Although the
transaction and other expenses associated with the pending merger with Captiva
will reduce cash, negative cash flows from operations for the most recent two
quarters ended March 31, 2002 have been been reduced substantially such that 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.





Merger



On March 4, 2002, the company 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 of ActionPoint 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 late in the second quarter or early in the third quarter of 2002.
On April 26, 2002, the company filed a registration statement with the SEC on
Form S-4, which included additional information about the merger and the merger
agreement.

Recent Accounting Pronouncements





In October 2001, the FASB issued Statement of Financial
Accounting Standards 144 ("SFAS 144"), "Accounting for the Impairment
or Disposal of Long-Lived Assets". Statement of Financial Accounting Standards
144 supercedes SFAS 121, "Accounting for the Impairment of long-Lived Assets and
for Long-Lived Assets to Be Disposed Of." SFAS 144 applies to all long-lived
assets, including discontinued operations, and consequently amends Accounting
Principles Board Opinion No. 30, "Reporting Results of Operations Reporting the
Effects of Disposal of a Segment of a Business". SFAS 144 develops one
accounting model for long-lived assets that are to be disposed of by sale. SFAS
144 requires that long-lived assets that are to be disposed of by sale be
measured at the lower of book value or fair value less selling costs.
Additionally, SFAS 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. The company adopted the provisions of SFAS
144 on January 1, 2002. The adoption of SFAS 144 had no impact on the company's
financial position or results of operations.





RISK FACTORS

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



Assuming the required approvals, ActionPoint and Captiva
Software Corporation will merge during 2002.  While the risks associated with
the merger and the resulting combined company (referred to herein as the
combined company) that are relevant to this filing are included below, more
comprehensive information can be found in ActionPoint's other reports on file
with the Securities and Exchange Commission, including ActionPoint's
registration statement on Form S-4 filed on April 26, 2002 as may be amended
from time to time.





Risks Related to ActionPoint's Financial Results



ActionPoint has incurred substantial losses in the past,
and may incur additional losses in the future. The combined company will not be
successful until it reverses this trend.

Although ActionPoint recorded net income of $17,000 for
the first quarter ended March 31, 2002, it incurred losses of $1.9 million for
the year ended December 31, 2001. In recent periods ActionPoint and Captiva have
not consistently generated positive cash flows from operations. Even if the
combined company achieves profitability, given the competitive and evolving
nature of the industry in which it will operate, the combined company may not be
able to sustain or increase profitability on a quarterly or annual basis.  As a
result, the combined company will need to generate higher revenues while
containing costs and operating expenses to become and remain profitable.  The
failure to do so may cause the stock price of the combined company to
decline.



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

ActionPoint's 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 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.



ActionPoint operates with virtually no order backlog because
the company's 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, ActionPoint obtains a
significant portion of revenues from indirect sales channels over which it has
little control. Moreover, expense levels are based to a significant extent on
ActionPoint's expectations of future revenues and therefore are relatively fixed
in the short term. If revenue levels are below expectations, ActionPoint's
operating results are likely to be harmed because only small portions of the
company's expenses vary with revenues.



Also, in recent years, ActionPoint has had relatively
stronger demand for its products during the quarter ending December 31 and
relatively weaker demand in the quarter ending March 31.  ActionPoint believes
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 ActionPoint's common stock may be harmed.



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







Risks Related to the Merger with Captiva

If ActionPoint and Captiva cannot successfully
integrate their respective existing business operations, the combined company
may not achieve the anticipated benefits of the merger.

Integrating Captiva and ActionPoint involves a number of
risks, including:



- the difficulties of the potential introduction of new or
enhanced products;
- the diversion of management's attention from ongoing
operations;
- the difficulties and expenses in combining the
operations, technology and systems of the two companies;
- the difficulties in integrating the companies' key
revenue-generating products and/or services in a way that would be accepted in
the market;
- the difficulties in the creation and maintenance of
uniform standards, controls, procedures and policies;
- the different geographic locations of the principal
operations of ActionPoint and Captiva; and
- the challenges in keeping and attracting
customers.



Importantly, Captiva has never operated as a publicly-held
company and will now be subject to rigorous disclosure and reporting
obligations.  Further, the process of combining the companies could create
uncertainty among employees about their future roles with the combined company,
thereby negatively affecting employee morale.  This uncertainty may adversely
affect the ability of the combined company to retain some of its key employees
after the merger.



If the combined company is to realize the anticipated
benefits of the merger, the operations of Captiva and ActionPoint must be
integrated and combined efficiently and effectively.  There can be no assurance
that the integration will be successful, or that the anticipated benefits of the
merger will be realized.



To manage its expected growth and expansion, the combined
company needs to continue to improve and implement financial and managerial
controls and continue to improve its reporting systems and procedures.  If the
combined company is unable to do so successfully, it may not be able to manage
growth effectively and its operating results would be harmed.

The combined company's expected growth will place a
significant strain on its management, information systems and resources.  In
order to manage this growth effectively, the combined company will need to
continue to improve its financial and managerial controls and reporting systems
and procedures.  Any inability of the combined company's management to integrate
employees, products, technology advances and customer service into operations
and to eliminate unnecessary duplication may have a materially adverse effect on
its business, financial condition and results of operations.

Failure to complete the merger could negatively affect
ActionPoint's operating results and its ability to enter into alternative
transactions.

If the merger is not completed for any reason,
ActionPoint may experience a number of adverse consequences, including the
following:

- the price of ActionPoint common stock may decline to the
extent that the current market price of ActionPoint common stock reflects a
market assumption that the merger will be completed;
- an adverse reaction from investors and potential
investors of both companies may reduce future financing opportunities;
- the parties' costs related to the merger, including legal
and accounting fees, must be paid even if the merger is not completed;
and
- either party may be obligated to pay the expenses of the
other party, up to $350,000, if the merger agreement is terminated for certain
reasons.

If the merger agreement is terminated and Captiva or
ActionPoint decides to seek another merger or business combination, there can be
no assurance that it will be able to find a suitable partner at an attractive
price.  In addition, while the merger agreement is in effect, each of
ActionPoint and Captiva is prohibited from soliciting, initiating or encouraging
or entering into extraordinary transactions, such as a merger, sale of assets or
other business combination, with any third party.  As a result of this
prohibition, each company will be precluded from seeking other potential
transactions and, should the merger not occur, may lose an opportunity for a
transaction with another potential partner at a favorable price.

The merger could harm key third party relationships.

The present and potential relationships of ActionPoint
and Captiva with customers and other third parties with whom they have
relationships may be harmed by the merger.  Uncertainties following the merger
may cause these parties to delay decisions regarding these relationships.  Any
changes in these relationships could harm the combined company's business.  In
addition, customers of Captiva and ActionPoint and other third parties may, in
response to the announcement of the merger, delay or defer decisions concerning
Captiva or ActionPoint.  Captiva or ActionPoint could experience a decrease in
expected revenue as a consequence of uncertainties associated with the merger.
Any delay or deferral in those decisions by customers of Captiva and ActionPoint
or other third parties could have a material adverse effect on the business of
the combined company.

Issuance of additional shares of ActionPoint common stock
may reduce the combined company's share price.

At the closing of the merger, ActionPoint estimates that
up to 4,347,873 shares of ActionPoint common stock will be issued to Captiva
stockholders or be required to be issued in the future pursuant to warrants.  Up
to an additional 2,265,000 shares of ActionPoint common stock will be issuable
to Captiva optionholders in connection with the assumption of their options by
ActionPoint.  The issuance of the additional ActionPoint common stock as a
result of the merger will reduce ActionPoint's earnings per share, if any.  This
dilution could reduce the market price of ActionPoint common stock unless and
until the combined company achieves revenue growth or cost savings and other
business economies sufficient to offset the effect of this issuance.  There can
be no assurance that the combined company will achieve revenue growth, cost
savings or other business economies, or that you will achieve greater returns as
a stockholder of the combined company than as a stockholder of ActionPoint or a
stockholder of Captiva.



The possible termination of employment by the combined
company's executive officers following the merger may prevent the combined
company from achieving the anticipated benefits of the merger.

The merger of ActionPoint and Captiva will be followed by
a period of integration and transition.  This process may result in the loss of
members of the management team of the combined company.  Any changes in the
management team of the combined company prior to the time when ActionPoint's and
Captiva's businesses are fully integrated could make it significantly more
difficult to integrate the critical functions of these two businesses and create
a combined company that can compete effectively against other information
capture software providers.

Also, as a result of the merger, each of ActionPoint's
executive officers, Stephen Francis, John Finegan, James Vickers, John Stetak,
David Sharp and Matthew Albanese, may be entitled to significant severance
benefits if they resign or if their employment is terminated under certain
circumstances after the merger.  Mr. Francis may be entitled to resign and
collect severance payments as soon as one month after the merger and the other
executive officers may be entitled to resign and collect severance payments as
soon as three months following the merger, if they have suffered a material
reduction in their authority or responsibility.  In addition, Reynolds Bish,
Rick Russo, Steven Burton and Blaine Owens are employees at will and may
terminate their employment at any time.

Merger-related charges against earnings will reduce the
combined company's earnings, if any, in the quarter in which the merger is
consummated and during the post-merger integration period.

ActionPoint expects to incur charges of approximately
$1.1 million in outside costs, including legal, accounting and financial
advisory fees.  These costs may be higher than anticipated.  In addition, the
combined company may incur other additional integration costs associated with
the merger, including the payment of employee severance benefits.  Some of these
nonrecurring costs will be charged to operations in the fiscal quarter in which
the merger is consummated, thereby increasing expenses for such quarter, while
others will be expensed as incurred during the post-merger integration period.

Accounting charges resulting from the merger will have a
negative effect on earnings over future quarters.

The merger will result in approximately $19 million of
intangible assets being recorded on the books of the combined company.  Of this
amount, up to approximately $9 million will be amortized to cost of revenues and
operating expenses over the next five years.  In addition, a deferred
compensation charge may be recorded by the combined company based upon the
excess of the ActionPoint stock price at the effective date of the merger over
the exercise price of the unvested Captiva options assumed by Action Point.
This charge will be amortized to operating expenses over the remaining vesting
period of the applicable options.  The non-cash charges related to these items
will negatively affect earnings during the amortization period, which could have
a negative effect on the stock price of the combined company.

Captiva's liabilities, including outstanding bank debt of
approximately $2.5 million and promissory notes in the principal amount of up to
approximately $2.0 million, will have a considerable negative impact on the
balance sheet of the combined company.

Captiva's liabilities exceed its assets.  As a result of
the merger, the balance sheet of the combined company will be weaker than that
of ActionPoint alone.  This may impair the combined company's future ability to
obtain debt or equity financing in the capital markets.  The failure to obtain
necessary debt or equity financing will adversely affect financial operations
and cause the market price of the combined company's common stock to
decline.

The combined company may be unable to meet its future
capital requirements.

The combined company cannot be certain that financing
will be available to it on favorable terms when required, or at all.  If the
combined company raises funds through the issuance of equity, equity-related or
debt securities, the securities may have rights, preferences or privileges
senior to those of the rights of its common stock and its stockholders may
experience dilution.  The combined company will require substantial working
capital to fund its business.  Each of ActionPoint and Captiva has frequently
experienced negative cash flows from operations in the past, and the combined
company may experience negative cash flow from operations in the future.

Executive officers and directors of the combined company,
and entities affiliated with them, will have substantial control over the
combined company, which could delay or prevent a change in the corporate control
favored by its other stockholders.

Following the merger, the combined company's executive
officers and directors, and entities affiliated with them, will beneficially own
approximately 35% of the combined company's common stock.  These persons acting
together would be able to significantly influence all matters requiring approval
by the stockholders of the combined company, including the election of directors
and the approval of mergers or other business combination transactions.





Risks Related to the Information Capture Software Industry

If ActionPoint is not able to effectively compete againts
other software providers in the information capture software industry, its
revenues will not increase and may decrease.

ActionPoint believes competition in the information
capture software industry may intensify in the future.

The market for forms processing and document capture
there are relatively low barriers to entry in the software market, ActionPoint
may encounter additional competition from many established and emerging
companies. Many of potential competitors have longer operating histories,
significantly greater financial, technical, marketing and other resources than
ActionPoint, significantly greater name recognition and a larger installed base
of customers. As a result, these potential 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 ActionPoint can. There is also a substantial
risk that announcements of competing products by potential competitors could
result in the delay or postponement of customer orders in anticipation of the
introduction of the competitors' 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 ActionPoint's ability to sell
its products through particular reseller partners. Accordingly, new competitors
or competitive cooperative relationships may emerge and rapidly gain significant
market share.  ActionPoint also expects 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 ActionPoint's revenues and business.



If the market for information capture software does not
grow, ActionPoint's revenues may not grow.

The market for information capture software is fragmented
and extremely competitive.  ActionPoint has spent, and intends to continue to
spend, considerable resources educating potential customers about the company's
software products and the information capture market generally. ActionPoint's
expenditures may fail to achieve any additional degree of market acceptance for
its products. The rate at which organizations have adopted ActionPoint's
existing products has varied significantly, and the company expects to continue
to experience such variations in the future. If the market for ActionPoint's
products grows more slowly than the company currently anticipates, its revenues
will not grow and its operating results will suffer.







Risks Related to ActionPoint's Business

Significantly all of ActionPoint's revenues are currently
derived from sales of its InputAccel product and related software tools, and if
demand for these products declines or fails to grow as the company expects, its
revenues will be harmed.

ActionPoint derives substantially all of its revenues
from the InputAccel product family and Pixtools software tools.  Therefore,
future operating results depend heavily upon continued and widespread market
acceptance for ActionPoint's 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 ActionPoint's
revenues to suffer.





If ActionPoint is unable to respond in an effective and
timely manner to technological change and new products in its industry, the
company's 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. ActionPoint's future success will depend upon its ability to
continue to enhance its 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 ActionPoint's 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 ActionPoint's operating results and financial condition.  ActionPoint
has experienced delays in the past in the release of new products and new
product enhancements.  The company 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.
ActionPoint may experience difficulties that could delay or prevent the
successful development, introduction or marketing of these products or that
ActionPoint's new products and product enhancements will achieve market
acceptance.



Software defects that are discovered in ActionPoint's
products could harm its business by damaging the company's reputation, causing
it to lose customers and resulting in significant costs and liabilities.



ActionPoint's 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, ActionPoint has discovered
software errors in certain of its new products after their introduction. In
addition, ActionPoint's 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 ActionPoint's products after commencement of commercial shipments may result
in:



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



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



If ActionPoint cannot manage and expand its international
operations, revenues may not increase and the company's business and results of
operations would be harmed.

For the three months ended March 31, 2002 and the year
ended December 31, 2001, respectively, international sales represented
approximately 40% and 30% of ActionPoint's revenues. The company anticipates
that for the foreseeable future a significant portion of its revenues will be
derived from sources outside North America.  In addition, the company intends to
continue to expand its sales and support operations internationally.  In order
to successfully expand international sales, ActionPoint may establish additional
foreign operations, expand its international sales channel management and
support organizations, hire additional personnel, customize its products for
local markets, recruit additional international resellers and attempt to
increase the productivity of existing international resellers.  If ActionPoint
is unable to do these things in a timely and cost-effective manner, its sales
growth internationally, if any, will be limited, and its business, operating
results and financial condition would be harmed. Even if ActionPoint is able to
successfully expand its international operations, it may not be able to maintain
or increase international market demand for its products.



ActionPoint's 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 ActionPoint's revenues and costs
have been denominated in U.S. dollars. However, the company expects that in the
future an increasing portion of its revenues and costs will be denominated in
foreign currencies.  Although ActionPoint may undertake foreign exchange hedging
transactions to reduce its foreign currency transaction exposure, the company
does not currently attempt to eliminate all foreign currency transaction
exposure.



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



ActionPoint's products and technologies are complex, and
ActionPoint is substantially dependent upon the continued service of existing
key management, sales and marketing, technical support and research and
development personnel.  Substantially all of these key employees do not have
employment agreements individuals are employees "at will" and can
resign at any time.  Moreover, some of these key employees may be entitled to
receive severance benefits upon their termination or resignation.  Mergers like
that of ActionPoint and Captiva are followed by a period of transition, which
often results in changes in key employees. The loss of the services of one or
more of these key employees could harm the business of the combined company and
slow product development processes or sales and marketing efforts.



If ActionPoint fails to recruit and retain a significant
number of qualified technical personnel, it may not be able to develop,
introduce or enhance its products on a timely basis.

ActionPoint requires 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 the company requires.
ActionPoint has experienced, and it expects to continue to experience,
difficulty in hiring and retaining highly skilled employees with appropriate
technical qualifications.  If ActionPoint is unable to recruit and retain a
sufficient number of technical personnel, it may not be able to complete
development of, or upgrade or enhance, its products in a timely manner.  Even if
the company is able to expand its staff of qualified technical personnel, such
expansion may require greater than expected compensation packages that would
increase ActionPoint's operating expenses.



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

ActionPoint's 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 included in
ActionPoint's license agreements may not sufficiently protect it from product
liability claims because of limitations in existing or future laws or
unfavorable judicial decisions.  Although ActionPoint has not experienced any
material product liability claims to date, the sale and support of its products
may give rise to claims which may be substantial in light of the use of its
products in business-critical applications.  Liability claims could require the
company to spend significant time and money in litigation or to pay significant
damages.  Any claims for damages, whether or not successful, could seriously
damage ActionPoint's reputation and its business.



ActionPoint depends heavily on service revenues to
increase overall revenues, and it may not be able to sustain the existing levels
of profitability of this part of its business.

Many ActionPoint customers have entered into service
agreements, which make up a portion of the company's revenue.  Service revenues
represented 34% and 30% of ActionPoint's total revenues for the three months
ended March 31, 2002 and year ended December 31, 2001, respectively.  The future
level of service revenues will depend largely upon ActionPoint's implementation
services and ongoing renewals of customer support contracts by the company's
growing installed customer base.  ActionPoint's implementation revenues could
decline if third-party organizations such as systems integrators compete for the
installation or servicing of its products.  In addition, ActionPoint's customer
support contracts might not be renewed in the future.  Due to the increasing
costs of operating a professional services organization, ActionPoint may not be
able to sustain profitability in this part of its business in the near future,
or ever.





Risks Related to ActionPoint's Product Dependence  on
Intellectual Property and Use of the Company's Brand



ActionPoint's reliance upon contractual provisions and
domestic copyright and trademark laws to protect its proprietary rights may not
be sufficient to protect the company's intellectual property from others who may
sell similar products.

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



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



ActionPoint depends upon software it licenses from third
parties, the loss of which could harm its revenues.

ActionPoint relies upon certain software that is licensed
from third parties, including software that is integrated with its internally
developed software and used in its 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
ActionPoint's business, operating results and financial condition.



ActionPoint has invested substantial resources in
developing its products and its brand, and the company's operating results would
suffer if the company 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 the information capture industry.  ActionPoint
expects that software product developers increasingly will be subject to
infringement claims as the number of products and competitors in its industry
segment grows and the functionality of products in different industry segments
overlaps.  ActionPoint is not aware that any of its products infringe any
proprietary rights of third parties.  However, third parties, some with far
greater financial resources than ActionPoint, may claim infringement by
ActionPoint's 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 the company to enter into royalty or licensing
agreements.





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





Risks Related to the Market for ActionPoint's Common Stock and
its Business



ActionPoint experiences volatility in its share price, and
investors may not be able to resell shares of ActionPoint's common stock at or
above the purchase price.

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



- any deviations in the company's 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
- ActionPoint's 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
ActionPoint's stock price to fall regardless of the company's performance.



If the common stock price of ActionPoint or, following the
merger, of the combined company, drops below $1.00, it could result in the
delisting of the company's stock on The Nasdaq National Market or the need to
complete a reverse stock split.  The loss of the company's listing on The Nasdaq
National Market would also complicate compliance with state blue-sky laws.





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

Provisions of ActionPoint's certificate of incorporation
and bylaws and a rights plan adopted by the company's board of directors may
discourage, delay or prevent a merger or acquisition that ActionPoint's common
stockholders may consider favorable.  Provisions of ActionPoint's 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 the company's 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 the company's board of directors determines
are not in the best interests of its stockholders. Certain provisions of
Delaware law also may discourage, delay or prevent someone from acquiring or
merging with ActionPoint, which may cause the market price of the company's
common stock to decline.









Item 3- Quantitative and Qualitative Disclosures About
Market Risk.



The company's exposure to market risk for changes in interest
rates relates 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
March 31, 2002, the company had $8.0 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 or cash flows.



PART II - OTHER INFORMATION



Item 1.	Legal Proceedings - Not Applicable



Item 2.	Changes in Securities - Not Applicable



Item 3.	Defaults Upon Senior Securities - Not
Applicable



Item 4.  	Submission of Matters to a Vote of Securities
Holders - Not Applicable



Item 5.	Other Information - Not Applicable



Item 6.	Exhibits and Reports on Form 8-K



1. Exhibits
2. Reports on Form 8-K - filed on March 20, 2002 related to
the merger announcement.













SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



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

| |             
| | ------------
| | (Registrant)



| |     |                    
| | --- | -------------------
| | By: | /s/ STEPHEN FRANCIS

| |                                                                                                 
| | ------------------------------------------------------------------------------------------------
| |                                                                                                 
| | Stephen Francis                                                                                 
| | President, Chief Executive
                                                 Officer and Director
| | (Principal Executive Officer)                                                                   



| |     |                 
| | --- | ----------------
| | By: | /s/ JOHN FINEGAN

| |                                                                                       
| | --------------------------------------------------------------------------------------
| |                                                                                       
| | John Finegan                                                                          
| | Chief Financial Officer
                                                 and Secretary
| | (Principal Financial and Accounting Officer)