As filed with the Securities and Exchange Commission on August 16, 2002
                                               Registration No. 333-________







SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---

FORM S-8

REGISTRATION STATEMENTUnder The Securities Act of 1933

---



Captiva Software Corporation



|Delaware                                                       | 77-0104275                             
|-------------------------------------------------------------- | ---------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number)

10145 Pacific Heights Boulevard

                    San Diego, California 92121

                                  (858) 320-1000

---

Captiva Software Corporation Amended and Restated Stock Option/Stock Issuance Plan
                Captiva Software Corporation 2002 Equity Incentive Plan (Full title of the Plans)

---

Reynolds C. Bish
                 President and Chief Executive Officer
                      Captiva Software Corporation
                     10145 Pacific Heights Blvd.
                          San Diego, California 92121
                                (858) 320-1000(Name, address and telephone number, including
                        area code, of agent for service)

Copies to:
                            Lance W. Bridges, Esq.
                                Cooley Godward LLP
                                   4401 Eastgate Mall
                            San Diego, California 92121
                                 (858) 550-6000

---

CALCULATION OF REGISTRATION FEE



|Title of Securities to be Registered | Amount
to be
Registered (1)(2) | Proposed
Maximum
Offering Price
Per Share(3) | Proposed
Maximum
Aggregate
Offering Price(3) | Amount of
Registration Fee
|------------------------------------ | ------------------------------ | -------------------------------------------- | -------------------------------------------- | --------------------------
|Common stock, $0.01 par value        | 2,226,873 shares               | $0.52 - $2.43                                | $4,324,663.33                                | $398.00                   

(1)	On July 31, 2002, Captiva Software Corporation, a
California corporation ("Captiva"), ActionPoint, Inc., a Delaware corporation
("ActionPoint"), and Condor Merger Sub, a California corporation and wholly
owned subsidiary of ActionPoint ("Merger Sub"), consummated a merger whereby,
among other things, Merger Sub was merged with and into Captiva and Captiva
became the surviving corporation and a wholly owned subsidiary of ActionPoint.
On the date the merger was consummated, ActionPoint assumed the outstanding
options issued by Captiva pursuant to Captiva's Amended and Restated Stock
Option/Stock Issuance Plan (the "Stock Plan") and Captiva's 2002 Equity
Incentive Plan (the "Equity Plan"). Pursuant to the merger, the aggregate number
of outstanding options to purchase shares of Captiva Common Stock and the
exercise prices for such options were adjusted in accordance with the exchange
ratio described in the Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 5, 2002. The name of the combined
company is Captiva Software Corporation.

(2)	Includes 41,538 shares issuable pursuant to Registrant's Stock Plan
and 2,185,335 shares issuable pursuant to Registrant's Equity Plan. Pursuant to
Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"),
this registration statement also registers such additional shares of the
Registrant's Common Stock as may become issuable as a result of any stock split,
stock dividend, recapitalization or similar transaction.

(3)	Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) of the Securities Act. The price per
share and aggregate offering price are based upon the actual exercise prices for
shares subject to outstanding stock options previously granted under the Stock
Plan and the Equity Plan. The following chart shows the calculation of the
registration fee.



|Type of Shares                                                              | Number of Shares | Offering Price Per Share | Aggregate Offering Price
|--------------------------------------------------------------------------- | ---------------- | ------------------------ | ------------------------
|Common Stock issuable pursuant to outstanding options under the
Stock Plan  | 41,538           | $1.56                    | $64,799.28              
|Common Stock issuable pursuant to outstanding options under the
Equity Plan | 2,185,335        | $0.52 - $2.43            | $4,259,864.05           

Item 3. Incorporation of documents by reference

The following documents filed by CAPTIVA SOFTWARE CORPORATION (the
"Registrant") with the Securities and Exchange Commission ("SEC") are
incorporated by reference into this registration statement:

(a)	The Registrant's Annual Report on Form 10-K and Forms 10-K/A for the fiscal year ended
December 31, 2001, which is the Registrant's latest Annual Report on Form 10-K
filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") and which contains audited financial statements for the
Registrant's latest fiscal year for which a Form 10-K was required to have been
filed.

(b)	The Registrant's Quarterly Report on Form 10-Q and Form 10-Q/A for the quarter ended
March 31, 2002.  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2002.

The Registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 20, 2002.

The Registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission on August 5, 2002.

(c)	The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-4 (File No. 333-87106) filed on
April 26, 2002, including any amendments or reports filed for the purpose of
updating such description.

All reports and other documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of the filing of such reports and documents. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.

Item 4. DESCRIPTION OF SECURITIES

Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act. The
Registrant's Bylaws provide for mandatory indemnification of its directors and
officers and permissible indemnification of employees and other agents to the
maximum extent permitted by the Delaware General Corporation Law. The
Registrant's Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages for breach of the
directors' fiduciary duty as a director to the Registrant and its stockholders.
This provision in the Certificate of Incorporation does not eliminate the
directors' fiduciary duty, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Registrant has
entered into Indemnification Agreements with its officers and directors which
provide the Registrant's officers and directors with further indemnification to
the maximum extent permitted by the Delaware General Corporation Law.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS



|Exhibit Number | Description                                                                                                                                                                                            
|-------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.1            | Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by
reference to an exhibit to Registrant's Registration Statement on Form S-1 (File No. 33-66142),
as amended.
|4.2            | Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.3
of the Registrant's Current Report on Form 8-K dated September 24, 1997).                               
|4.3            | Specimen Certificate for Common Stock of the Registrant.                                                                                                                                               
|5.1            | Opinion of Cooley Godward LLP.                                                                                                                                                                         
|23.1           | Consent of PricewaterhouseCoopers LLP (San Jose, California), independent accountants.                                                                                                                 
|23.2           | Consent of PricewaterhouseCoopers LLP (San Diego, California), independent accountants.                                                                                                                
|23.3           | Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this registration statement.                                                                                                              
|24.1           | Power of Attorney is contained on the signature page of this registration statement.                                                                                                                   
|99.1           | Amended and Restated Stock Option/Stock Issuance Plan.                                                                                                                                                 
|99.2           | Form of Stock Purchase Agreement used in connection with the Amended and Restated Stock Option/Stock Issuance Plan.                                                                                    
|99.3           | Form of Stock Option Agreement used in connection with the Amended and Restated Stock Option/Stock Issuance Plan.                                                                                      
|99.4           | Form of Notice of Grant of Stock Option used in connection with the Amended and Restated Stock Option/Stock Issuance Plan.                                                                             
|99.5           | 2002 Equity Incentive Plan.                                                                                                                                                                            
|99.6           | Form of Stock Option Agreement used in connection with the 2002 Equity Incentive Plan.                                                                                                                 
|99.7           | Form of Stock Option Grant Notice used in connection with the 2002 Equity Incentive Plan.                                                                                                              
|99.8           | Form of Notice of Exercise used in connection with the 2002 Equity Incentive Plan.                                                                                                                     

ITEM 9. UNDERTAKINGS





1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
2. To include any prospectus required by section 10(a)(3) of
the Securities Act;
3. To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) (  230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
4. To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration
statement;
5. That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
6. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.











SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, State of California, on August 15,  2002.

CAPTIVA SOFTWARE CORPORATION

By: /s/Reynolds C. Bish

Name:	Reynolds C. Bish

Title:	Chief Executive Officer, President and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints REYNOLDS C. BISH and RICK E. RUSSO, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

|Signature                                 | Title                                                                              | Date           
|----------------------------------------- | ---------------------------------------------------------------------------------- | ---------------
|/s/ Reynolds C. Bish
Reynolds C. Bish     | Chief Executive Officer, President and Director (PRINCIPAL
EXECUTIVE OFFICER)      | August 15, 2002
|/s/ Rick E. Russo
Rick E. Russo           | Chief Financial Officer and Secretary (PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER) | August 15, 2002
|/s/ Kimra D. Hawley
Kimra D. Hawley       | Chairman of the Board of Directors                                                 | August 15, 2002
|/s/ James Berglund
James Berglund         | Director                                                                           | August 15, 2002
|/s/ Patrick Edsell
Patrick Edsell         | Director                                                                           | August 15, 2002
|/s/ Stephen S. Francis
Stephen S. Francis | Director                                                                           | August 15, 2002
|/s/ Mel S. Lavitt
Mel S. Lavitt           | Director                                                                           | August 15, 2002
|/s/ Bruce Silver
Bruce Silver             | Director                                                                           | August 15, 2002



EXHIBIT INDEX



|Exhibit Number | Description                                                                                                                                                                                            
|-------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.1            | Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by
reference to an exhibit to Registrant's Registration Statement on Form S-1 (File No. 33-66142),
as amended.
|4.2            | Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.3
of the Registrant's Current Report on Form 8-K dated September 24, 1997).                               
|4.3            | Specimen Certificate for Common Stock of the Registrant.                                                                                                                                               
|5.1            | Opinion of Cooley Godward LLP.                                                                                                                                                                         
|23.1           | Consent of PricewaterhouseCoopers LLP (San Jose, California), independent accountants.                                                                                                                 
|23.2           | Consent of PricewaterhouseCoopers LLP (San Diego, California), independent accountants.                                                                                                                
|23.3           | Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this registration statement.                                                                                                              
|24.1           | Power of Attorney is contained on the signature page of this registration statement.                                                                                                                   
|99.1           | Amended and Restated Stock Option/Stock Issuance Plan.                                                                                                                                                 
|99.2           | Form of Stock Purchase Agreement used in connection with the Amended and Restated Stock Option/Stock Issuance Plan.                                                                                    
|99.3           | Form of Stock Option Agreement used in connection with the Amended and Restated Stock Option/Stock Issuance Plan.                                                                                      
|99.4           | Form of Notice of Grant of Stock Option used in connection with the Amended and Restated Stock Option/Stock Issuance Plan.                                                                             
|99.5           | 2002 Equity Incentive Plan.                                                                                                                                                                            
|99.6           | Form of Stock Option Agreement used in connection with the 2002 Equity Incentive Plan.                                                                                                                 
|99.7           | Form of Stock Option Grant Notice used in connection with the 2002 Equity Incentive Plan.                                                                                                              
|99.8           | Form of Notice of Exercise used in connection with the 2002 Equity Incentive Plan.                                                                                                                     

---