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

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**FORM 10-Q**

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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 September 30, 2000**

**OR**

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

**For the transition period from ________to _________**

**Commission file number 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)

**Input Software, Inc.**
(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 September 30, 2000: 4,224,834







**ACTIONPOINT, INC.
      QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2000
                                Index**



|**PART I.   FINANCIAL INFORMATION**                                                                                         | **Page No.**
|--------------------------------------------------------------------------------------------------------------------------- | ------------
|                                                                                                                            |             
|Item 1.   Financial Statements                                                                                              |             
|                                                                                                                            |             
|Consolidated Balance Sheets at September 30, 2000 and
     December 31, 1999                                                | **          
|                                                                                                                            |             
|Consolidated Statements of Operations for the
          
    three and nine month periods ended September 30, 2000 and 1999 | **          
|                                                                                                                            |             
|Consolidated Statements of Cash Flows for the
          
    nine month periods ended September 30, 2000 and 1999           | **          
|                                                                                                                            |             
|Notes to the 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 Security 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.

                       CONSOLIDATED CONDENSED BALANCE SHEETS**
(In thousands)

`September 30,  December 31,
                                                     2000           1999
                                                 -------------  -----------
                                                 (Unaudited)
                       ASSETS
Current assets:
  Cash and cash equivalents ....................       $2,881       $9,193
  Accounts receivable...........................        4,551        5,300
  Deferred income taxes and
     other current assets.......................        5,627        5,170
                                                 -------------  -----------
    Total current assets........................       13,059       19,663

Property and equipment, net.....................        1,761        1,479
Other assets....................................        1,540        2,036
Net assets related to the
     discontinued display division..............       --             --
                                                 -------------  -----------
                                                      $16,360      $23,178
                                                 =============  ===========

       LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable..............................         $603         $514
  Deferred revenue..............................        2,608        1,997
  Accrued liabilities...........................        3,414        3,289
                                                 -------------  -----------
    Total current liabilities...................        6,625        5,800
                                                 -------------  -----------

Stockholders' equity:
  Common stock..................................           42           41
  Paid in capital...............................        9,900        8,681
  Retained earnings.............................         (207)       8,656
                                                 -------------  -----------
    Stockholders' equity........................        9,735       17,378
                                                 -------------  -----------
                                                      $16,360      $23,178
                                                 =============  ===========`

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

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**ACTIONPOINT, INC.

             CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

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

`Three Months Ended  Nine Months Ended
                                      September 30,       September 30,
                                  ------------------- -------------------
                                     2000      1999      2000      1999
                                  --------- --------- --------- ---------
Net revenues:
  License.........................  $4,509    $4,364   $12,742   $13,565
  Service.........................   1,458     1,097     3,864     3,012
                                  --------- --------- --------- ---------
Total revenues....................   5,967     5,461    16,606    16,577

Cost of revenues:
  License.........................     189        46       355       477
  Service (exclusive of stock
    related bonus expense of
    $138k in 2000)................   1,055       723     2,687     1,856
                                  --------- --------- --------- ---------
Cost of revenues..................   1,244       769     3,042     2,333
                                  --------- --------- --------- ---------
Gross profit                         4,723     4,692    13,564    14,244
                                  --------- --------- --------- ---------
Research and development
  (exclusive of stock related
  bonus expense of $710k in 2000..   1,854     1,324     5,422     3,841
Sales and marketing
  (exclusive of stock related
  bonus expense of $638k in 2000..   3,918     2,768    11,352     8,020
General and administrative
  (exclusive of stock related
  bonus expense of $1,090k in 2000     876       733     2,664     2,345
Stock related bonus expense.....        --        --     2,576        --
                                  --------- --------- --------- ---------
Operating income (loss)...........  (1,925)     (133)   (8,450)       38
Interest and other income (expense)    (49)      196        87       495
Write-off of minority equity
  investment......................      --        --      (500)       --
                                  --------- --------- --------- ---------
Income (loss) before provision
   for income taxes...............  (1,974)       63    (8,863)      533
Provision for income taxes........      --        21        --       179
                                  --------- --------- --------- ---------
Net income (loss)................. ($1,974)      $42   ($8,863)     $354
                                  ========= ========= ========= =========

Basic and diluted EPS:
 Net income (loss)................  ($0.47)    $0.01    ($2.12)    $0.08
                                  ========= ========= ========= =========

Shares used in EPS calculations:
   Basic .........................   4,225     4,255     4,179     4,478
   Diluted........................   4,225     4,257     4,179     4,486`

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

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**ACTIONPOINT, INC.

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

`Nine Months Ended
                                                               September 30
                                                          -------------------
                                                            2000      1999
                                                          --------- ---------
Cash flows from operating activities:
 Net income (loss)......................................   ($8,863)     $354
 Adjustments to reconcile net income (loss)
   to net cash used in operating activities:
   Depreciation and amortization........................       605       398
   Stock compensation charge............................        81        --
   Write-off of minority equity investment..............       500        --
   Shares issued for stock related bonnus...............       346        --
   Discontinued operations..............................        --       511
   (Increase) decrease in assets and liabilities:
    Accounts receivable.................................       749      (841)
    Other assets........................................      (461)      (87)
    Accounts payable....................................        89      (261)
    Deferred revenue....................................       611      (256)
    Accrued liabilities.................................       125        52
                                                          --------- ---------
    Net used in operating activities....................    (6,218)     (130)
                                                          --------- ---------
Cash flows from investing activities:
 Property and equipment additions.......................      (887)     (528)
                                                          --------- ---------
    Net cash used in investing activities...............      (887)     (528)
                                                          --------- ---------
Cash flows from financing activities:
 Repurchase of common stock.............................        --    (4,210)
 Net proceeds from issuance of common stock.............       793       277
                                                          --------- ---------
    Net cash provided by (used in)financing activities..       793    (3,933)
                                                          --------- ---------
Net decrease in cash and cash equivalents...............    (6,312)   (4,591)

Cash and cash equivalents at beginning of period........     9,193    14,447
                                                          --------- ---------
Cash and cash equivalents at end of period..............    $2,881    $9,856
                                                          ========= =========`

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

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**ACTIONPOINT, INC.

            NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                              (UNAUDITED)**



1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Interim Unaudited Financial Information:

The accompanying interim unaudited consolidated condensed financial
statements have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission.  The December 31, 1999 balance sheet data
was derived from audited financial statements contained in the Company's 1999
Annual Report on Form 10-k but does not include all disclosures required by
generally accepted accounting principles.   The unaudited financial statements
as of September 30, 2000 and for the three and nine month periods ended
September 30, 2000 and 1999 include, in the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary to present
fairly the financial information set 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.

Recent Pronouncements:



In June of 1998, the Financial Accounting Standards Board
("FASB")issued Statement of Financial Standards No. 133 ("SFAS
133"), "Accounting for Derivative Instruments and Hedging
Activities," which is effective for all fiscal quarters of fiscal years
beginning after June 15, 1999.  It requires that an entity recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. In July of 1999, the FASB
issued Statement of Financial Standards No. 137 ("SFAS 137"),
"Accounting for Derivative Instruments and Hedging Activities - Deferral of
the Effective Date of FASB Statement No. 133," which defers the effective
date to all fiscal quarters of fiscal years beginning after June 15, 2000.  The
Company has not yet evaluated the effects of this change on its operations.  The
Company will adopt SFAS 133 as required for its first quarterly filing of the
fiscal year 2001.



In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in
Financial Statements." In addition, in October 2000, the SEC released
interpretative guidance on SAB 101 in the form of frequently asked questions and
responses thereto. SAB 101 and the frequently asked questions and responses
provide guidance for revenue recognition under certain circumstances. In June
2000, the SEC issued SAB 101B, which delays the implementation of SAB 101 until
no later than the fourth fiscal quarter of fiscal years beginning after December
15, 1999.  The Company believes that its current revenue recognition policy is
in compliance with SAB 101.

In March 2000, the FASB issued FASB Interpretation No. 44
("FIN 44"), "Accounting for Certain Transactions Involving Stock
Compensation, an Interpretation of APB Opinion No. 25."  FIN 44 is intended
to clarify certain problems that have arisen in practice since the issuance of
APB 25 and provide guidance, some of which is a significant departure from
current practice.  FIN 44 generally provides for prospective application for
grants or modifications to existing stock options or awards made after September
30, 2000.  However, for certain transactions the guidance is effective after
December 15, 1998 and January 12, 2000. The adoption of this pronouncement did
not have a material impact on the Company's financial position and results of
operations.



3.	INCOME TAXES:

The tax benefit related to the operating loss for the quarter ended
September 30, 2000 has been offset by a valuation reserve placed against the
resulting deferred tax assets.



4.	STOCK REPURCHASE:



Since February 1997 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 repurchased 3.8 million shares for
a total of $23.6 million. No repurchases were made during the nine months ended
September 30, 2000.  The repurchased stock is being held by the Company as
treasury stock 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.  The Company intends to use cash on hand to fund
its purchases.



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



OVERVIEW:

On April 24, 2000, the Company announced a name change from
Input Software, Inc. to ActionPoint, Inc. This change was made to more
effectively communicate the Company's new strategic focus on e-commerce
interaction management software.



The Company helps Global 1000 organizations; dot.com
companies and B2B net market makers simplify Web-based and paper-based business
transactions. ActionPoint products are part of the e-commerce infrastructure
required to deliver scaleable, flexible and high performance e-business
solutions. ActionPoint Dialog ServerTM, first shipped in September 2000, is
designed to replace static Web forms with personalized, intelligent
interactions. The ActionPoint Enterprise ServerTM is a delivery and
integration mechanism behind the firewall that integrates all types of
information, both paper and web-based, into the enterprise computing systems
infrastructure. Our award-winning information capture solution, InputAccel®,
has been shipping since late 1995 and intelligently captures mission critical
information -provided as email, paper, and faxes- into formats compatible with
enterprise computing systems and the Internet.

The Company's also markets software tools, which allow hardware and
software developers to save both time and money by offering stable, supported
libraries of software code to drive certain computer peripherals rather than
having to develop such software themselves.  Most of these tools are based on
the Company's Image & Scanner Interface Specification
("ISIS®"), an industry standard interface for scanners.  ISIS also
provides a key architectural technology component for InputAccel.







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 increased 3% in the third quarter of 2000 to
$4.5 million from $4.4 million in the third quarter of 1999. For the nine months
ended September 30, 2000, license revenues decreased 6% to $12.7 million from
revenues of $13.6 million in the first nine months of 1999. As a percent of
revenue, licenses accounted for 76% and 80% for the third quarter of 2000 and
1999 respectively and 77% and 82% for the nine months ended September 30, 2000
and 1999, respectively. The moderate decrease in year-to-date license
revenue is due in large part to a shift in buying patterns from our Global 1000
customer base as they continue to prioritize projects for e-commerce solutions
ahead of those relating to paper-to-digital conversion. The Company made first
production shipments of its e-commerce Dialog Server product in September.

The Company's service revenues increased 33% in the third quarter of 2000 to
$1.5 million from $1.1 million the third quarter of 1999. For the nine months
ended September 30, 1999, service revenues increased 28% to $3.9 million from
revenues of $3.0 million in the first nine months of 1999. As a percent of
revenue, services accounted for 33% and 20% for the third quarter of 2000 and
1999 respectively and 23% and 18% for the nine months ended September 30, 2000
and 1999, respectively. The increase in service revenues both in absolute and
percentage terms was primarily attributable to a larger installed base of
customers purchasing annual software maintenance service.



Gross Profit

Gross profit of $4.7 million for the third quarter of 2000 was equal to that
of the third quarter of 1999. For the nine months ended September 30, 2000,
gross profit decreased 5% to $13.6 million from $14.2 million in the first nine
months of 1999. Gross margin decreased to 79% from 86% for the third quarter of
2000 and 1999, respectively, and to 82% from 86% for the nine months ended
September 30, 2000 and 1999, respectively. The decrease in gross margin percent
is largely due to the increased percentage of revenues derived from software
maintenance and services, which have lower margins than revenues from product
licensing.  The Company expects revenues from maintenance and services to
continue to moderately increase as a percentage of overall revenues.



Research and Development

Research and development expenses increased 40% to $1.9 million in the third
quarter of 2000 from $1.3 million in the third quarter of 1999 and for the nine
month period ended September 30, 2000, increased 41% to $5.4 million from $3.8
million for the first nine months of 1999. The increase is largely due to
investments made for the Dialog Server product line.Research and
development increased as a percentage of revenue to 31% from 24% for the third
quarter of 2000 compared to the third quarter of 1999 and to 33% from 23% for
the first nine months ended September 30, 2000 and 1999, respectively.

Current R&D staffing levels exceed those of prior periods.  The Company
believes that continued investment in research and development is critical to
its future growth and will continue to commit substantial resources to this
area.  As a result, quarterly research and development expenses may continue to
increase in future periods.



Sales and Marketing

Sales and marketing expenses increased 42% to $3.9 million in the third
quarter of 2000 from $2.8 million in the third quarter of 1999 and for the nine
month period ended September 30, 2000, increased 42% to $11.4 million from $8.0
million for the first nine months of 1999. Sales and marketing increased as a
percentage of revenue to 66% from 51% for the third quarter of 2000 compared to
the third quarter of 1999 and to 68% from 48% for the first nine months ended
September 30, 2000 and 1999, respectively. The Company expects that sales and
marketing expenses will increase in the future, in absolute terms, as the
Company continues to expand sales and marketing programs in conjunction with the
launch of its Dialog Server product line.



General and Administrative

General and administrative expenses in the third quarter of 2000 increased by
20% to $876,000 from $733,000 in the third quarter of 1999 and for the nine
month period ended September 30, 2000, increased 14% to $2.7 million from $2.3
million for the first nine months of 1999. As a percentage of revenue, general
and administrative expenses increased to 15% for the third quarter of 2000, from
13% for the third quarter of 1999 and to 16% from 14% for the first nine months
ended September 30, 2000 and 1999, respectively. The Company expects general and
administrative expenses to increase in succeeding future periods.



Stock Related Bonus Expense

The first quarter of 2000 included a one-time charge of $2.6 million
related to a stock-based incentive plan.



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 from
an investment was made in 1998 in conjunction with the sale of the Company's
hardware division.



Provision for Income Taxes

The benefit for tax loss carry forward in the third quarter and nine months
ended September 30, 2000 was offset by an increase to the valuation allowance.
The tax provision for the three and nine months ended September 30, 1999
utilized a rate of 34%.



Liquidity and Capital Resources



At September 30, 2000, the Company had cash and cash equivalents of $2.9
million, compared to $9.2 million at December 31, 1999.

Net cash used by operating activities was $6.2 million in the first nine
months of 2000 compared to net cash used by operating activities of $130,000 in
the first nine months of 1999. The funds were utilized to support increased
expenses, primarily related to the Dialog Server product family, and for
payments made under a stock-based incentive plan.

Net cash used in investing activities, exclusively additions to property and
equipment, was $887,000 for the first nine months of 2000, compared to  $528,000
in the first nine months of 1999.

Net cash provided by financing activities was $793,000 for the first nine
months of 2000, primarily from the proceeds of exercises of employee stock
options. This compares to net cash used of $3.9 million for Company stock
repurchased in the first nine months of 1999.

The Company anticipates that its cash and cash equivalents, together with
cash flows from operations will not be sufficient to meet the Company's
liquidity and capital requirements for the next 12 months. Accordingly, the
Company has initiated an accounts receivable line of credit with a commercial
bank and has retained an investment bank to assist in potential capital
funding.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.

In addition, the Company may need to raise additional funds earlier than
presently anticipated if, for example, the Company experiences operating losses
that exceed current expectations.  If the Company raises additional funds
through the issuance of equity, equity-related or debt securities, such
securities may have rights, preferences or privileges senior to those of the
rights of the Company's common stock.  Furthermore, because of the low trading
price of the Company's common stock, the number of shares of new equity related
securities that we may be required to issue may be greater than it otherwise
would be.  As a result, the Company's stockholders may experience significant
additional dilution.  In addition, the issuance of debt securities could
increase the risk of the Company.  The Company cannot, however, be certain that
additional financing will be available to the Company on acceptable terms when
required, or at all.  If this additional financing is not available, the Company
may need to dramatically change its business plan, sell or merge the Company, or
face bankruptcy.



RISK FACTORS

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



Recent Losses; Future Operating Results Uncertain



The Company's operating results have varied significantly
in the past and are likely to vary significantly in the future due to a variety
of factors, such as demand for the Company's products, the size and timing of
significant orders, the number, the delay or deferral of customer
implementations, timing and significance of product enhancements and new product
announcements by the Company and its competitors, changes in pricing policies by
the Company or its competitors, customer order deferrals in anticipation of
enhancements or new products offered by the Company or its competitors, the
ability of the Company to develop, introduce and market new and enhanced
versions of its products on a timely basis, product life cycles, software
defects and other product quality problems, the Company's ability to attract and
retain qualified personnel, success in expanding the direct sales and customer
support organizations, changes in the Company's sales incentive plans, changes
in the mix of domestic and international revenues, the level of international
expansion, foreign currency exchange rate fluctuations, performance of indirect
channel partners, changes in the mix of indirect channels through which the
Company's products are offered, the impact of acquisitions of competitors and
indirect channel partners, the publication of opinions concerning the Company,
its products or technology by industry analysts, changes in the Company's level
of operating expenses and general domestic and international economic and
political conditions.



During any given period, one or more of the foregoing factors
may cause revenue to fluctuate significantly or operating expenses to be
disproportionately high. For the past several quarters the Company has increased
spending and has incurred operating losses. The increased spending has been due
in large part to the investment of significant research and development and
marketing resources to the yet-to-be-shipped interaction management product
family.  The Company expects to continue to devote substantial resources to
these areas and as a result will need to achieve significantly increased
quarterly revenues to achieve profitability.  In particular, the Company intends
to continue to hire additional sales, marketing and engineering personnel in
2000 and beyond, which the Company believes is required if the Company is to
achieve significant revenue growth in the future.  While the Company's revenues
generally have increased in recent periods, there can be no assurance that
revenues will increase in future periods, that revenues will grow at past rates
or that the Company will return to profitability in the future.



The Company has limited ability to forecast future revenues,
and it is likely that in some future period the Company's operating results will
be below the expectations of public securities analysts and investors.  In the
event that operating results are below expectations, or in the event that
adverse conditions prevail or are perceived to prevail generally or with respect
to the Company's business, the price of the Company's Common Stock would likely
be materially adversely affected.





Quarterly Operating Results Subject to Fluctuations;
Seasonality



The Company'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. In addition to those
mentioned earlier, these factors include the size and timing of significant
orders, budgeting cycles of its customers, 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.  The Company operates
with virtually no order backlog because its software products are shipped
shortly after orders are received, which makes product revenues in any quarter
substantially dependent on orders booked and shipped throughout that quarter. In
addition, the Company achieves a significant portion of revenues from indirect
sales channels over which the Company has little control.  Moreover, the
Company's expense levels are based to a significant extent on the Company's
expectations of future revenues and therefore are relatively fixed in the short
term.  If revenue levels are below expectations, operating results are likely to
be adversely and disproportionately affected because only a small portion of the
Company's expenses vary with its revenues.

The Company's business has experienced and is expected to
continue to experience seasonality, largely due to customer buying patterns.  In
most of the recent years, the Company has had relatively stronger demand for its
products during the quarter ending December 31 and demand has been relatively
weaker in the quarter ending March 31.  The Company believes that, adjusting for
the negative in late 1999 impact caused by Year 2000 concerns, this pattern will
continue. Based upon all of the factors described above, the Company believes
that its quarterly revenues, expenses and operating results are likely to vary
significantly in the future, that period-to-period comparisons of its operating
results are not necessarily meaningful and that, in any event, such comparisons
should not be relied upon as indications of future performance.



Significant Competition

The market for the Company's products is intensely
competitive and subject to rapid change.  In addition, because there are
relatively low barriers to entry in the software market, the Company may
encounter additional competition from other established and emerging companies.
Many of the Company's competitors have longer operating histories, significantly
greater financial, technical, marketing and other resources than the Company,
significantly greater name recognition and a large installed base of customers.
As a result, the Company's 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 can the Company.  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 and which may limit the Company's ability to sell its products through
particular reseller partners.  Accordingly, new competitors or alliances among
current and new competitors may emerge and rapidly gain significant market
share.  The Company 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 materially adversely affect the Company.  There can be
no assurance that the Company will be able to compete successfully against
current and future competitors or that the competitive pressures faced by the
Company will not materially adversely affect its business, operating results and
financial condition.



Product Concentration



The Company currently expects the sale and license of its
InputAccelproduct and software tools to account for most of the
Company's revenues for 2000, as revenues from the interaction management family
of products not expected to start contributing in the latter portion of 2000.
The Company's future operating results are, therefore, heavily dependent upon
continued market acceptance of its products and enhancements to such.  A decline
in the demand for InputAccel or lack of market acceptance for the interaction
management products as a result of competition, technological change or other
factors, would have a material adverse effect on the Company's business,
operating results and financial condition.



Dependence on Emerging Markets



The market for interaction management and data capture
software is fragmented, rapidly changing, and extremely competitive. This market
is still emerging and there can be no assurance that it will continue to grow or
that organizations will continue to adopt the Company's products.  The Company
has spent, and intends to continue to spend, considerable resources educating
potential customers about the Company's software products and the interaction
management market generally.  However, there can be no assurance that such
expenditures will enable the Company's new products to achieve any additional
degree of market acceptance.  The rate at which organizations have adopted the
Company's existing products has varied significantly and the Company expects to
continue to experience such variations in the future.  If the markets for the
Company's products fail to develop, or develop more slowly than the Company
currently anticipates, the Company's business, operating results and financial
condition would be materially adversely affected.





Rapid Technological Change and New Products



The market for the Company's products 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, such as interaction management
software,  embodying new technologies and the emergence of new industry
standards can render existing products obsolete and unmarketable.  The Company'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 its
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 have a material adverse effect on the Company's
business, operating results and financial condition.  The Company has
experienced delays in the past in the release of new products and new product
enhancements. There can be no assurance that the Company will be successful in
developing and marketing, on a timely and cost effective basis, new products or
new product enhancements that respond to technological change, evolving industry
standards or customer requirements, that the Company will not experience
difficulties that could delay or prevent the successful development,
introduction or marketing of these products or that the Company's new products
and product enhancements will achieve market acceptance.



Risk of Software Defects



Software products as complex as those offered by the
Company may contain errors or defects, particularly when first introduced or
when new versions or enhancements are released.  The Company has in the past
discovered software errors in certain of its new products after their
introduction.  There can be no assurance that, despite testing by the Company,
defects and errors will not be found in current versions, new versions or
enhancements of its products after commencement of commercial shipments,
resulting in loss of revenues or delay in market acceptance, which could have a
material adverse effect on the Company's business, operating results and
financial condition.



Risks Associated with International Sales and Operations

The Company anticipates that for the foreseeable future a
significant portion of its revenues will be derived from sources outside North
America and the Company intends to continue to expand its sales and support
operations internationally.  In order to successfully expand international
sales, the Company 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 increase the productivity of existing
international resellers.  To the extent that the Company is unable to do these
things in a timely and cost-effective manner, the Company's sales growth
internationally, if any, will be limited, and the Company's business, operating
results and financial condition could be materially adversely affected.  Even if
the Company is able to successfully expand its international operations there
can be no assurance that the Company will be able to maintain or increase
international market demand for its products.

The Company'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,
dependence on local vendors, compliance with multiple, conflicting and changing
government laws and regulations, longer sales cycles, greater difficulty or
delay in accounts receivable collection, import and export restrictions and
tariffs, difficulties in staffing and managing foreign operations, foreign
currency exchange rate fluctuations, multiple and conflicting tax laws and
regulations and political and economic instability.  To date, a majority of the
Company's revenues and costs have been denominated in U.S. dollars.  However,
the Company believes that in the future, an increasing portion of the Company's
revenues and costs will be denominated in foreign currencies.  Although the
Company may from time to time 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.



Dependence on Key Personnel



The Company's success depends to a significant extent upon
the efforts of its key management, sales and marketing, technical support and
research and development personnel, none of whom are bound by an employment
contract.  The loss of key management or technical personnel could adversely
affect the Company.  The Company believes that its future success will depend in
large part upon its continuing ability to attract and retain highly skilled
managerial, sales and marketing, technical support and research and development
personnel.  Like other software companies, the Company faces intense competition
for such personnel, and the Company has at times experienced and continues to
experience difficulty in recruiting qualified personnel.  There can be no
assurance that the Company will be successful in attracting, assimilating and
retaining additional qualified personnel in the future.  The loss of the
services of one or more of the Company's key individuals, or the failure to
attract and retain additional qualified personnel, could have a material adverse
effect on the Company's business, operating results and financial condition.



Limited Protection of Proprietary Technology; Risks of
Infringement; Use of Licensed Technology



The Company relies primarily on a combination of copyright,
trademark and trade secret laws, confidentiality procedures and contractual
provisions to protect its proprietary rights.  The Company licenses its software
products primarily under license agreements.  There can be no assurance that
others will not develop technologies that are similar or superior to the
Company's technology or design around the copyrights and trade secrets owned by
the Company.  Despite the Company's efforts to protect its proprietary rights,
unauthorized parties may attempt to copy aspects of the Company's products or to
obtain and use information that the Company regards as proprietary. Policing
unauthorized use of the Company'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 the Company's
proprietary rights as fully as do the laws of the U.S.

The Company is not aware that it is infringing any
proprietary rights of third-parties.  There can be no assurance, however, that
third-parties will not claim infringement by the Company of their intellectual
property rights.  The Company expects that software product developers
increasingly will be subject to infringement claims as the number of products
and competitors in the Company's industry segment grows and the functionality of
products in different industry segments overlaps.  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.  Such royalty
or licensing agreements, if required, may not be available on terms acceptable
to the Company, if at all.  In the event of a successful claim of product
infringement against the Company and failure or inability of the Company to
either license the infringed or similar technology or develop alternative
technology on a timely basis, the Company's business, operating results and
financial condition could be materially adversely affected.

The Company relies upon certain software that it licenses
from third-parties, including software that is integrated with the Company's
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 the Company's business, operating results and financial condition.



Product Liability



Although the Company's license agreements with its customers
typically contain provisions designed to limit the Company's exposure to
potential product liability claims, it is possible that such limitation of
liability provisions may not be effective as a result of existing or future laws
or unfavorable judicial decisions.  The Company has not experienced any material
product liability claims to date; however, the sale and support of the Company's
products may entail the risks of such claims, which may be substantial in light
of the use of the Company's products in business-critical applications.





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
September 30, 2000, the Company had $2.9 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
State 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.

**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 Security Holders**

Not Applicable

**Item 5. Other Information**

Not Applicable

**Item 6. Exhibits and Reports on Form 8-K**

**(a) Exhibits**

11.1  Statement of Computation of Earnings Per Share

27   Financial Data Schedule

**(b)  Reports on Form 8-K**

Not Applicable

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**ACTIONPOINT, INC.**

**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/ JOHN FINEGAN

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

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**ACTIONPOINT, INC.**

**INDEX TO EXHIBITS**





|**Exhibit Number** | **Exhibit Title**                               
|------------------ | ------------------------------------------------
|11.1               | Statement of Computation of Earnings per Share  
|27                 | Financial Data Schedule (electronic filing only)

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