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

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**FORM 10-Q**

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

**For the Quarterly Period Ended June 30, 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**

**CAPTIVA SOFTWARE CORPORATION**
(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)

**10145 Pacific Heights Blvd.,
                         San Diego, California    95121**(Address of Principal Executive Offices including Zip Code)

**(858)320-1000**(Registrant's Telephone Number, Including Area Code)

****
(Former name, former address and former fiscal year, if changed since last report:
ActionPoint, Inc.; 1299 Parkmoor Ave., San Jose, CA 95126







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

The number of shares of the issuer's Common
Stock outstanding as of July 30, 2002 was 4,424,849







**CAPTIVA SOFTWARE CORPORATION
                                Index**



|**PART I.   FINANCIAL INFORMATION**                                                                                              | **Page No.**
|-------------------------------------------------------------------------------------------------------------------------------- | ------------
|                                                                                                                                 |             
|Item 1.   Financial Statements (unaudited)                                                                                       |             
|                                                                                                                                 |             
|Condensed Consolidated Balance Sheets at June 30, 2002 and
     December 31, 2001                                                | **          
|                                                                                                                                 |             
|Condensed Consolidated Statements of Operations for the
          
    three- and six-month periods ended June 30, 2002 and 2001 | **          
|                                                                                                                                 |             
|Condensed Consolidated Statements of Cash Flows for the
          
    six-month periods ended June 30, 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 6.   Exhibits and Reports on Form 8-K                                                                                       | **          
|                                                                                                                                 |             
|**Signature Page**                                                                                                               | **          

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**PART I -- FINANCIAL INFORMATION**

Item 1. Financial Statements

**CAPTIVA SOFTWARE CORPORATION

                       CONDENSED CONSOLIDATED BALANCE SHEETS*

                                (IN THOUSANDS)**

`June 30,     December 31,
                                                2002          2001
					    (Unaudited)
                                           -------------  -----------

                       ASSETS
Current assets:
  Cash and cash equivalents ...............      $8,979       $8,325
  Accounts receivable, net.................       4,183        4,845
  Other current assets.....................         565          935
                                           -------------  -----------
    Total current assets...................      13,727       14,105

Property and equipment, net................         614          808
Other assets...............................         863          415
                                           -------------  -----------
                                                $15,204      $15,328
                                           =============  ===========

       LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable.........................        $177         $440
  Deferred revenue.........................       3,488        3,400
  Accrued liabilities......................       1,360        2,166
                                           -------------  -----------
    Total current liabilities..............       5,025        6,006

Long term liabilities......................       1,147        1,165
                                           -------------  -----------
Total liabilities..........................       6,172        7,171
                                           -------------  -----------
Stockholders' equity:
  Common stock.............................          44           44
  Paid-in capital..........................      10,198       10,130
  Accumulated deficit......................      (1,210)      (2,017)
                                           -------------  -----------
    Stockholders' equity...................       9,032        8,157
                                           -------------  -----------
                                                $15,204      $15,328
                                           =============  ===========`

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

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**CAPTIVA SOFTWARE CORPORATION


             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS*

                              (UNAUDITED)


                 (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)**

`Three Months Ended  Six Months Ended
                                                    June 30,            June 30,
                                             ------------------- -------------------
                                                2002      2001      2002      2001
                                             --------- --------- --------- ---------
Net revenues:
  License...................................   $3,769    $3,211    $7,566    $8,146
  Service...................................    1,939     1,652     3,934     3,312
                                             --------- --------- --------- ---------
Total revenues..............................    5,708     4,863    11,500    11,458

Cost of revenues:
  License...................................      263       211       481       386
  Service...................................      681       712     1,373     1,566
                                             --------- --------- --------- ---------
Total cost of revenues......................      944       923     1,854     1,952
                                             --------- --------- --------- ---------
Gross profit                                    4,764     3,940     9,646     9,506
                                             --------- --------- --------- ---------
Research and development....................    1,305     1,450     2,546     3,133
Sales and marketing.........................    2,639     3,141     5,635     6,434
General and administrative..................      711       805     1,352     1,745
                                             --------- --------- --------- ---------
Operating profit (loss).....................      109    (1,456)      113    (1,806)

Interest and other income....................     681     5,123       694     5,158
                                             --------- --------- --------- ---------
Income before provision
   for income taxes.........................      790     3,667       807     3,352
Provision for income taxes..................       --     4,103        --     4,103
                                             --------- --------- --------- ---------
Net income (loss)...........................     $790     ($436)     $807     ($751)
                                             ========= ========= ========= =========

Basic and diluted EPS:
 Basic......................................    $0.18    ($0.10)    $0.18    ($0.18)
 Diluted....................................    $0.18    ($0.10)    $0.18    ($0.18)
                                             ========= ========= ========= =========

Shares used in basic EPS calculations: .....    4,375     4,276     4,375     4,275
Shares used in diluted EPS calculations: ...    4,420     4,276     4,425     4,275`

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

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**CAPTIVA SOFTWARE CORPORATION


            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS*


                     (UNAUDITED & IN THOUSANDS)**

`Six Months Ended
                                                                  June 30,
                                                           -------------------
                                                             2002      2001
                                                           --------- ---------
Cash flows from operating activities:
 Net income (loss)........................................     $807     ($751)
 Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:
   Depreciation and amortization..........................      307       424
   Provision for doubtful accounts receivable.............      (68)       --
   Net gain on sale of Dialog Server assets...............     (608)   (2,689)
   Valuation allowance on deferred tax assets.............       --     1,664
 Change in assets and liabilities:
    Accounts receivable...................................      730     4,176
    Other assets..........................................      (78)      855
    Accounts payable......................................     (263)     (160)
    Deferred revenue......................................      135      (168)
    Accrued and other long-term liabilities...............     (871)   (1,631)
                                                           --------- ---------
    Net cash provided by operating activities.............       91     1,720
                                                           --------- ---------
Cash flows from investing activities:
 Property and equipment additions.........................     (113)      (73)
 Proceeds from sale of Dialog Server assets...............      608       887
                                                           --------- ---------
    Net cash provided by investing activities.............      495       814
                                                           --------- ---------
Cash flows from financing activities:
  Net proceeds from issuance of common stock..............       68        80
                                                           --------- ---------
    Net cash provided by financing activities.............       68        80
                                                           --------- ---------
Net increase in cash and cash equivalents.................      654     2,614

Cash and cash equivalents at beginning of period..........    8,325     2,242
                                                           --------- ---------
Cash and cash equivalents at end of period................   $8,979    $4,856
                                                           ========= =========`

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

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CAPTIVA SOFTWARE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



1.	BASIS OF PREPARATION:

Unaudited Interim Financial Information:

The accompanying unaudited interim condensed consolidated
financial statements of Captiva Software Corporation, formerly known as
ActionPoint, Inc. (the "Company"), 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, or the SEC.  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- and six-month periods ended June 30, 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.



2.	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 its Dialog Server product line
and other cost reduction measures. For the six months ended June 30, 2002, the
Company generated a net income of $807,000 and positive cash flow from
operations of $91,000. At June 30, 2002, the Company had cash and cash
equivalents of approximately $9.0 million.



On March 4, 2002, ActionPoint, Inc. (before the merger with Old Captiva, referred to herein as "actionPoint") entered into a merger agreement with Captiva Software Corporation, a privately held company that provided forms processing software products and services ("Old Captiva"). The merger was completed on July 31, 2002.  Pursuant to the merger, Old Captiva became a wholly-owned subsidiary of ActionPoint and ActionPoint changed its name to Captiva Software Corporation.
The recently completed merger resulted in and will continue
to result in some non-recurring transaction and integration expenses and
increased operating expenses for the Company.  In the event that
existing funds 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 could have a material adverse effect on the Company's
business, operating results and financial condition.



3. 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 1,700,000 shares of Chordiant common
stock, which was valued at $3.00 per share at the closing sale 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 in the third quarter of 2001.  For the year ended
December 31, 2001 the Company recognized a pretax gain of approximately $4.6
million ($2.3 million net of tax) on the transaction, comprised of proceeds
other than amounts in escrow and less transaction expenses.  A portion of the
total proceeds, $637,000 in cash, remained in escrow for one year following the
closing date pursuant to the asset sale agreement with Chordiant. Accordingly,
this amount was not included on the balance sheet or in the initial computation
of gain on sale.  The Company received $608,000 of the escrow funds in May 2002
and the Company recognized this amount as other income in the quarter ended June
30, 2002.





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

For the three months ended June 30, 2002, there were
44,460 common shares attributable to shares issuable under employee stock plans
included in the computation of net income per share. As of June 30, 2002,
options to purchase 2,703,149 shares of common stock with a weighted average
exercise price of $4.49 were considered anti-dilutive because the exercise
prices for such options were greater than the average fair market value of the
Company's common stock for the period then ended and were not included in the
computation of net income per share. As of June 30, 2001, options to purchase
approximately 3,044,595 shares of common stock with a weighted average exercise
price of $6.78 were similarly considered anti-dilutive and were not included in
the computation of net loss per share.





5. 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 held by them for a right to receive one or more new stock
options to be granted at least six months and one day after the old options were
cancelled, provided the optionee was still employed or providing services to the
Company on such date.  The new options commence vesting on the same date as the
old options and are immediately exercisable as to the vested shares when
granted. In total, options to purchase 1,137,629 shares of common stock at a
weighted average exercise price per share of $6.87 were returned to the Company
and cancelled as a result of the Exchange Program.  On March 2, 2002, options to
purchase 1,137,629 shares of common stock were issued under the Exchange Program
at an exercise price of $2.43 per share.





6. 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 of the Company's subsidiaries in the
United Kingdom and Germany which are responsible for sales to foreign customers,
which customers are invoiced at 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 derived from domestic
and international sales for the three and six months ended June 30, 2002 and
2001, respectively (in thousands, except percentage data):

`Three Months Ended     Six Months Ended
                                  June 30,             June 30,
                            -------------------  -------------------
                                2002      2001       2002      2001
                            --------- ---------  --------- ---------
United States..............   $3,881    $4,085     $7,358    $8,752
 % of total................       68%       84%        64%       76%

International..............   $1,827      $778     $4,142    $2,706
 % of total................       32%       16%        36%       24%`

7.	RECENT ACCOUNTING PRONOUNCEMENTS:



In the first quarter of 2002, the Company adopted Emerging
Issues Task Force ("EITF") Issue No. 01-09, "Accounting for Consideration Given
by a Vendor to a Customer or a Reseller of the Vendor's Products", which is a
codification of EITF Issues No. 00-14, No. 00-25 and No. 00-22.  The adoption of
this EITF 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," which did not have a material impact on the Company's
financial statements.





8.	SUBSEQUENT EVENTS



On March 4, 2002, ActionPoint entered into a
merger agreement with Old
Captiva.  The merger was completed on July 31, 2002.  Pursuant to the
merger, approximately 4,400,000 shares of ActionPoint common stock were issued
to the former shareholders of Old Captiva in exchange for all outstanding shares
of Old Captiva common stock. Additionally, Old Captiva became a wholly-owned
subsidiary of ActionPoint and ActionPoint changed its name to Captiva Software
Corporation.  The results of Old Captiva's operations will be included in
the Company's consolidated financial statements subsequent to July 31, 2002.



The merger will be accounted for using purchase method accounting.
The preliminary estimate of the aggregate purchase price was approximately $7.9 million,
including common stock valued at $4.67 million as of the closing date.  The value of
the approximately 4,400,000 shares was based on the closing price of ActionPoint's
common stock two days before and the day of the completion of the merger of
$1.13 using the average of the closing price for the three trading days ending on the merger completion date.
The Company estimates, based upon June 30, 2002 information,
that the fair value of the tangible assets acquired was approximately $8.0
million, the fair value of the liabilities assumed was approximately $13.3
million and the fair value of acquired intangible assets was approximately $13.2
million.  The Company is in process of obtaining detailed asset and liability
valuations as of July 31, 2002 and a third-party valuation of certain intangible
assets; thus, the allocation of the purchase price is subject to adjustment.

One million dollars of the estimated $13.2 million of
acquired intangible assets was assigned to research and development assets that
will be written off at the date of acquisition in accordance with FASB
Interpretation No. 4, "Applicability of FASB Statement No. 2 to Business
Combinations Accounted for by the Purchase Method."  The remaining
estimated $12.0 million of acquired intangible assets include developed
technology of $6.2 million (3-year weighted-average useful life), trademarks and
tradenames valued at $900,000 (5-year weighted-average useful life), other
amortizable assets of $800,000 (3-year weighted-average useful life) and
goodwill of $4.3 million.



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

Certain information in this quarterly report on Form 10-Q,

including the discussion below, contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934.  All statements in this quarterly report on
Form 10-Q other than statements of historical fact are forward-looking
statements.  Examples of forward-looking statements include statements regarding
the Company's future financial results, operating results, projected costs,
revenue, markets for products, competition, products, plans, objectives and
strategy, as well as other statements that include words such as anticipate,
believe, plan, should, would, could, expect, intend, believe, estimate, predict,
potential and other similar words. These forward-looking statements are
inherently uncertain and are subject to business, economic and other risks.
Accordingly, actual results could differ materially from expectations based on
forward-looking statements made in this quarterly report on Form 10-Q and
elsewhere by the Company or on its behalf due to various factors, including, but
not limited to, those set forth under the captions  "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
and  "Risk Factors" and elsewhere contained in this quarterly report
on Form 10-Q.  The Company does not undertake any obligation to update its
forward-looking statements to reflect future events or circumstances.



The following discussion of the financial condition and
results of operations of the Company should be read in conjunction with the
Company's consolidated financial statements and notes thereto included elsewhere
in this quarterly report on Form 10-Q and its consolidated financial statements
and notes thereto included in the Company's annual report on Form 10-K for the
year ended December 31, 2001.

OVERVIEW:



The Company is a leading provider of enterprise input
management software solutions. Since 1989, the Company's award-winning products
have been used to manage business critical information from paper, faxed and
scanned forms and documents, Internet forms and XML data streams into the
enterprise in a more accurate, timely and cost-effective manner. These products
automate the processing of billions of forms and documents annually, converting
their contents into information that is usable in database, document, content
and other information management systems. The Company's technology serves
thousands of users in insurance, financial services, government, business
process outsourcing, direct marketing and various other markets. Additionally,
the Company markets software tools under the Pixel Translations brand to various
hardware and software providers.



On March 4, 2002, ActionPoint entered into a merger agreement
with Old Captiva.  The merger was completed on July 31, 2002.  In the merger,
Old Captiva became a wholly-owned subsidiary of ActionPoint and ActionPoint
changed its name to Captiva Software Corporation.  The merger will be accounted
for using purchase method accounting.





RESULTS OF OPERATIONS:



Revenues



The Company's license revenues increased 17% in the second
quarter of 2002 to $3.8 million from $3.2 million in the second quarter of 2001.
For the six months ended June 30, 2002, license revenues decreased 7% to $7.6
million from $8.1 million in the first six months of 2001. As a percent of total
revenue, licenses accounted for 66% for the second quarter of each of 2002 and
2001, and 66% and 71% for the six months ended June 30, 2002 and 2001,
respectively. The decrease in license revenue for the six-month period ended
June 30, 2002 compared to the same period in 2001 is due in part to a
weaker economy in 2002, which has led to extended sales cycles and general
slowdowns in information technology spending.



The Company's service revenues increased 17% in the
second quarter of 2002 to $1.9 million from $1.7 million in the second quarter
of 2001. For the six months ended June 30, 2002, service revenues increased 34%
to $3.9 million from $3.3 million in the first six months of 2001.  As a percent
of total revenue, services accounted for 34% for the second quarter each of 2002
and 2001, and 34% and 29% for the six months ended June 30, 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.





Gross Profit



Gross profit increased 21% for the second quarter of 2002 to
$4.8 million from $3.9 million for the second quarter of 2001. For the six
months ended June 30, 2002, gross profit increased 1% to $9.6 million from $9.5
million in the first six months of 2001. The increase in gross profit for the
second quarter of 2002 is due primarily to the corresponding increase in
revenues.



Gross profit as a percentage of revenue increased to 83% from
81% for the second quarter of 2002 and 2001, respectively, and increased to 84%
from 83% for the six months ended June 30 2002 and 2001, respectively.  This is
consistent with the recent historical range for the Company's gross profit as a
percentage of revenue.







Research and Development



Research and development expenses decreased 10% in the second
quarter of 2002 to $1.3 million from $1.5 million in the second quarter of 2001.
For the six months ended June 30, 2002, research and development expenses
decreased 19% to $2.5 million from $3.1 million in the first six months of 2001.
The decrease is largely related to the sale of the Company's Dialog Server
product line in May 2001, as substantial development expenses were incurred for
this product line during the first half of 2001.



As a percent of revenue, research and development expenses
decreased to 23% for the second quarter of 2002 from 30% in the second quarter
of 2001 and decreased to 22% from 27% for the six months ended June 30, 2002 and
2001, respectively.





Sales and Marketing



Sales and marketing expenses decreased 16% in the second
quarter of 2002 to $2.6 million from $3.1 million in the second quarter of 2001.
For the six months ended June 30, 2002, sales and marketing expenses decreased
12% to $5.6 million from $6.4 million in the first six months of 2001. The
decrease is largely related to reductions in programmatic and product marketing
expenses incurred in 2001 for the launch of the Company's Dialog Server product
line, which was sold in May 2001.



As a percent of revenue,sales and marketing expenses
decreased to 46% for the second quarter of 2002 from 65% in the second quarter
of 2001, and decreased to 49% from 56% for the six months ended June 30, 2002
and 2001, respectively.





General and administrative



General and administrative expenses decreased 12% for the
second quarter of 2002 to $711,000 from $805,000 in the second quarter of 2001.
For the six months ended June 30, 2002, general and administrative expenses
decreased 23% to $1.4 million from $1.7 million for the first six months of
2001. The decrease is largely due to a reduction in professional fees and
expenses incurred in 2001 in conjunction with various strategic
initiatives.



As a percentage of revenue, general and administrative
expenses decreased to 12% for the second quarter of 2002, from 17% for the
second quarter of 2001 and decreased to 12% from 15% for the six months ended
June 30, 2002 and 2001, respectively.





Interest Income/Other



Approximately $608,000 of amounts held in escrow in
conjunction with the May 2001 sale of the Dialog Server business were received
in the second quarter of 2002 and recognized as other income.  A gain of $4.6
million was recognized as other income in second quarter of 2001.





Provision for Income Taxes



No income tax provision was made for the second quarter of
2002 due to the availability of the Company's net operating loss carryforwards.
The income tax provision of $4.1 million recorded in the second quarter of 2001
is comprised of the following: tax on the gain of the Company's Dialog Server
product line of $1.7 million, the change in valuation allowance of approximately
$3.3 million to reduce net deferred tax assets based on management's assessment
of the uncertainty of the realizability of such assets, and a provision for
foreign taxes of approximately $100,000 offset by the utilization of net
operating losses of $1.0 million





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 $3.00 per share at the transaction date.  The Company sold all of its
Chordiant common stock in July 2001 for a price of approximately $2.73 per share
and, as a result, recognized a loss of approximately $400,000 in the third
quarter of 2001.  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).  A portion of
the total proceeds, $637,000 in cash, remained in escrow for one year pursuant
to the asset sale agreement with Chordiant and $608,000 of this amount was
received by the Company in May 2002.  The escrow funds were not included on the
balance sheet or in the computation of gain on sale; hence, the receipt of funds
in May 2002 was recognized as other income for the quarter ended June 30,
2002.



As a result of the sale of its Dialog Server product line,
the Company will forgo future revenue opportunities but will significantly
reduce expenses.  Revenues and expenses for the Dialog Server product line were
as follows (in thousands):

`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 June 30, 2002, the Company had cash and cash equivalents
of approximately $9.0 million, compared to $8.3 million at December 31, 2001.



Net cash provided by operating activities was $91,000 in the
first six months of 2002 compared to net cash provided by operating activities
of $1.7 million in the first six months of 2001.  The net cash provided by
operating activities in the first six months of 2002 was largely due to
operating profit and reductions in accounts receivable offset partially by
payments of certain accrued liabilities. The net cash provided by operating
activities in the first six months of 2001 was primarily due to reduction in
operating expenses together with favorable net changes in working capital. The
Company expects that cash will be used in the third quarter of 2002 for payments
of certain professional fees and related transaction costs associated with the
recently completed merger.  Additionally, the Company anticipates that cash will
be used for payments of accounts payable and accrued liabilities assumed in the
merger.



Net cash provided by investing activities for the first six
months of 2002 was $495,000, including proceeds from the Dialog Server escrow
account that were partially offset by additions to property and equipment. This
compares to net cash provided by purchases of $814,000 in the first six months
of 2001 which included proceeds from the sale of the Dialog Server product line
that were partially offset by purchases of property and equipment. The Company
does not anticipate substantial cash used or generated from investing activities
for the short-term.



Net cash provided by financing activities was $68,000 for the
first six months of 2001 and $80,000 for the first six months of 2001, primarily
from purchases of common stock under the Company's employee stock purchase plan
and from the proceeds from 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 comparable to
that of recent periods 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
transaction and integration expenses associated with the recently completed
merger will reduce cash, the Company believes that its cash, 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.





RISK FACTORS

In addition to the other information contained in this
quarterly report on Form 10-Q, the Company's annual report for the year
ended December 31, 2001 and other reports on file with the Securities and
Exchange Commission, the following risk factors should be considered carefully
in evaluating the Company and its business.  The Company's business faces
significant risks.  The risks described below may not be the only risks the
Company faces.  Additional risks that the Company does not yet know of or
currently considers immaterial may also impair the Company's business
operations.  If any of the events or circumstances described in the following
risks actually occur, the Company's business, financial condition or results of
operations could suffer, and the trading price of the Company's common stock
could decline.



ActionPoint and Old Captiva incurred substantial losses in
the past and the Company may continue to incur additional losses in the
future.

ActionPoint incurred losses of $1.9 million for the year ended December
31, 2001, and Old Captiva incurred losses of $422,000 for the same period.  In
recent periods, ActionPoint and Old Captiva did not consistently generate
positive cash flow from operations.  Even if the Company achieves profitability,
given the competitive and evolving nature of the industry in which it operates,
the Company may not be able to sustain or increase profitability on a quarterly
or annual basis.  The Company will need to generate higher revenues while
containing costs and operating expenses to become and remain profitable.
Failure to do so may cause the Company's stock price to decline.



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

Both ActionPoint's and Old Captiva'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 given calendar quarter.

The Company currently operates with virtually no order
backlog because software products are shipped shortly after orders are received.
This fact makes product revenues in any quarter substantially dependent on
orders booked and shipped throughout that quarter.  In addition, the Company
obtains a significant portion of its revenues from indirect sales channels over
which it has little control.  Moreover, expense levels are based to a
significant extent on expectations of future revenues and therefore are
relatively fixed in the short term.  If  revenue levels are below expectations,
the Company's operating results are likely to be harmed because only small
portions of expenses vary with revenues.



As a result of these factors, the Company believes that
revenues, expenses and operating results are likely to vary significantly
between quarters in the future and comparisons of operating results from period-to-period will not necessarily be meaningful.  As such, these comparisons should
not be relied upon as the sole measure of the Company's future performance.
Operating results of the Company in one or more future quarters may fail to meet
the expectations of securities analysts or investors.  If this occurs, the
Company could experience an immediate and significant decline in the trading
price of its stock.



The Company may not be able to compete successfully against
current and potential competitors.

The Company believes competition in the information
capture software industry may intensify in the future.  The market for forms
processing and document capture solutions is very 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
both established and emerging companies.  Many potential competitors have longer
operating histories and significantly greater financial, technical, marketing
and other resources than the Company, in addition to 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 the Company.
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.



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 the Company'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.  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 harm the Company's revenues, business and
results.



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

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



If the Company is unable to respond in an effective and
timely manner to technological change and new products in the industry, its
revenues and operating results will suffer.

If the Company faces material delays in introducing new
services, products and enhancements, its customers may forego the use of its
services and use those of its competitors.  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.  The Company's future
success will depend upon its ability to continue to enhance its current products
while developing and introducing 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 the Company'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 the Company's operating results and financial
condition.  Both ActionPoint and Old Captiva 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.  The Company may also experience
difficulties that could delay or prevent the successful development,
introduction or marketing of its products or reduce the likelihood that its new
products and product enhancements will achieve market acceptance.



Software defects that are discovered in the Company's
products could damage its reputation, causing loss of customers and resulting in
significant costs and liabilities.

The Company'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, both ActionPoint and Old
Captiva have discovered software errors in certain of their new products after
their introduction.  In addition, the Company'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 these products after commencement of commercial
shipments may result in:

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

The occurrence of any one or more of these factors could harm
the Company's operating results and financial condition.



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

In 2001, ActionPoint's international sales represented
approximately 30% of its revenues, and Old Captiva's international sales
represented approximately 14% of its revenues.  The Company anticipates that,
for the foreseeable future, a significant portion of revenues will be derived
from sources outside the United States.  The Company intends to continue to
expand sales and support operations internationally.  In order to successfully
expand international sales, the Company may establish additional foreign
operations, expand 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 the Company is unable to
do any of the foregoing 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 the Company is able to
successfully expand international operations, it may not 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;
- 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.

The majority of ActionPoint's and Old Captiva's historical
revenues and costs have been denominated in United States dollars.  However, the
Company expects that in the future an increasing portion of revenues and costs
will be denominated in foreign currencies.  Although the Company does not
currently undertake foreign exchange hedging transactions to reduce foreign
currency transaction exposure, it may do so in the future.  However, it does not
have any plans to eliminate all foreign currency transaction exposure.



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

The Company's products and technologies are complex, and
the Company is substantially dependent upon the continued service of existing
key management, sales and marketing, technical support and research and
development personnel.  All of these key employees 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 Old 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 Company's
business and slow product development processes or sales and marketing
efforts.



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

The Company requires the services of a substantial number
of qualified technical support and research and development personnel.  The
market for these highly skilled employees is characterized by intense
competition, which is heightened by their high level of mobility.  These factors
make it particularly difficult to attract and retain the qualified technical
personnel required.  The Company has experienced, and expects to continue to
experience, difficulty in hiring and retaining highly skilled employees with
appropriate technical qualifications.  If the Company 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, it may require greater than expected compensation packages which
would increase operating expenses.



The Company could be subject to potential product liability
claims and third party liability claims related to its products and services,
and as a result its reputation and operating results may suffer.

The Company'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 the
Company's license agreements may not sufficiently protect the Company from
product liability claims because of limitations in existing or future laws or
unfavorable judicial decisions. Although neither ActionPoint nor Old Captiva
experienced any material product liability claims in the past, the sale and
support of the Company's products may give rise to claims in the future which
may be substantial in light of the use of those products in business-critical
applications.  Liability claims could require expenditure of significant time
and money in litigation or payment of significant damages.  Any claims for
damages, whether or not successful, could seriously damage the Company's
reputation and business.



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

The Company's expected growth will place a significant
strain on its management, information systems and resources.  In order to manage
this growth effectively, the Company will need to continue to improve its
financial and managerial controls and reporting systems and procedures.  Any
inability of the 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.



If the Company is unable to build awareness of its brand, it
may not be able to compete effectively against competitors with greater name
recognition and its sales could be adversely affected.

If the Company is unable to economically achieve or
maintain a leading position in information capture software or to promote and
maintain its brands, its business, results of operations and financial condition
could suffer.  Development and awareness of the Company's brands will depend
largely on its success in increasing its customer base.  In order to attract and
retain customers and to promote and maintain its brands in response to
competitive pressures, the Company plans to maintain its marketing and
advertising budget.  There can be no assurance that the Company's efforts will
be sufficient or that the Company will be successful in attracting and retaining
customers or promoting its brands.  Failure in this regard could harm the
Company's business and results.



Significantly all of the Company's revenues are currently
derived from sales and service of three software products.  If demand for these
products declines or fails to grow as expected, revenues of the Company will be
harmed.

Historically, ActionPoint derived substantially all of
its revenues from the InputAccel product family and Pixtools software tools, and
substantially all of Old Captiva's revenues were generated from the FormWare
product family.  The Company's future operating results depend heavily upon
continued and widespread market acceptance for the InputAccel, Pixtools and
FormWare products and enhancements to those products.  A decline in the demand
for any of these products as a result of competition, technological change or
other factors would cause the Company's revenues to suffer.



The Company may be unable to meet its future capital
requirements.

The Company cannot be certain that financing will be
available to it on favorable terms when required, or at all.  If the 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
Company will require substantial working capital to fund its business.  Each of
ActionPoint and Old Captiva frequently experienced negative cash flows from
operations in the past, and the Company may experience negative cash flow from
operations in the future.



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

The Company 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.  The Company licenses its software products primarily under license
agreements with its customers.  The Company's trade secrets may be inadvertently
or unlawfully disclosed.  In addition, competitors may develop technologies that
are similar or superior to the Company's technology or design that do not
infringe the Company's copyrights and this could reduce demand for the Company's
products.  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
the unauthorized use of the Company's products is difficult and, although the
Company is not able to determine the extent to which piracy of its software
products exists, software piracy is be expected to be a persistent problem.  In
addition, the laws of many foreign countries do not protect proprietary rights
and intellectual property as fully as the laws of the United States.



The Company depends upon software it licenses from third
parties, the loss of which could harm the Company's revenues.

The Company relies upon certain software licensed 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.



If the Company were subject to a protracted infringement
claim or one with a significant damage award, the Company's operating results
would suffer.

Substantial litigation regarding intellectual property
rights and brand names exists in the software industry.  The Company expects
that software product developers increasingly will be subject to infringement
claims as the number of products and competitors in this industry segment grows
and the functionality of products in different industry segments overlaps.  The
Company 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 the Company, may claim infringement of their intellectual
property rights by the Company's products.  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 the Company is required to enter into royalty or licensing
agreements to resolve an infringement claim, it may not be able to enter into
those agreements on favorable terms.  A successful claim of product infringement
against the Company, or its failure or inability to either license the infringed
or similar technology or develop alternative technology on a timely basis, may
harm the Company's operating results.  This result could lead to the Company's
financial condition and liquidity being harmed because it might not be able to
sell the impacted product without redeveloping it or incurring significant
additional expenses.



In the past, ActionPoint and Old Captiva depended heavily on
service revenues to increase overall revenues, and the Company may not be able
to sustain the existing levels of profitability of this part of its
business.

Many ActionPoint and Old Captiva customers entered into
service agreements which made up a significant portion of each company's revenue
in the past.  Service revenues represented 30%, 22% and 19% of ActionPoint's
total revenues for the years ended December 31, 2001, 2000 and 1999,
respectively.  Service revenues represented 54%, 48% and 55% of Old Captiva's
total revenues for the years ended December 31, 2001, 2000, and 1999,
respectively.  The level of service revenues in the future will depend largely
upon the Company's implementation services and ongoing renewals of customer
support contracts by its growing installed customer base.  The Company's
implementation revenues could decline if third-party organizations such as
systems integrators compete for the installation or servicing of the Company's
products.  In addition, the Company's customer support contracts might not be
renewed in the future.  Due to the increasing costs of operating a professional
services organization, the Company may not be able to sustain profitability in
this part of its business in the near future, or ever.



Executive officers and directors of the Company, and entities
affiliated with them, have substantial control over the Company, which could
delay or prevent a change in the corporate control favored by its non-affiliate
stockholders.

The Company's executive officers and directors, and
entities affiliated with them, beneficially own approximately 31% of the
Company's common stock.  These parties acting together would be able to
significantly influence any matters requiring approval of the stockholders of
the Company, including the election of directors and the approval of mergers or
other business combination transactions.



Provisions of the Company's charter documents, Delaware law
and the Company'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 the Company's certificate of incorporation
and bylaws and a rights plan adopted by the board of directors of the Company
may discourage, delay or prevent a merger or acquisition that the Company's
stockholders may consider favorable.  Provisions of the Company'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 terms of the rights plan are set forth in the rights
agreement entered into by the Company and the rights agent.  The rights granted
pursuant to the rights agreement have anti-takeover effects, which may cause
substantial dilution to any party that attempts to acquire the Company on terms
that the Company's board of directors determines are not in the best interests
of the Company's stockholders.  Certain provisions of Delaware law also may
discourage, delay or prevent someone from acquiring or merging with the Company,
which may cause the market price of the Company's common stock to decline.



The Company may not be able to maintain its listing on The
Nasdaq National Market, in which event the liquidity and share price of the
Company's common stock will be adversely affected.

The Company's common stock is presently authorized for
quotation on The Nasdaq National Market.  Accordingly, the Company is subject to
all requirements of its listing agreement with Nasdaq.  The events that could
cause the Company to have its status as a National Market Issuer terminated
include:

- failure to maintain a minimum bid price for the Company's
common stock of either $1.00 per share or $5.00 per share, depending on, among
other things, whether or not tangible net assets of the Company are greater than
or less than $4.0 million;
- failure to maintain an audit committee that comports to
the independence and other standards of The Nasdaq National Market and the
Securities and Exchange Commission; and
- failure to timely hold annual meetings of stockholders
and comply with other corporate governance requirements.

The Company's common stock has not traded below the $1.00
minimum bid, but on July 31, 2002 the closing trading price was $1.08.  If the
Company's common stock price 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.  If the Company's stock is delisted and thus no longer
eligible for quotation on The Nasdaq National Market, it would trade either as a
Nasdaq Small Cap issue or in the over-the-counter market, both of which are
viewed by most investors as less desirable and less liquid marketplaces.  The
loss of the Company's listing on The Nasdaq National Market would reduce the
liquidity and share price of the common stock of the Company, as well as
complicate compliance with state blue-sky laws.



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
June 30, 2002, the Company had approximately $9.0 million in 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 6.	Exhibits and Reports on Form 8-K



a. Exhibits

`Exhibit
Number      Description
----------- -----------------------------------------------------------------
2.1          Agreement and Plan of Merger and Reorganization dated March 4, 2002, as
             amended, by and among the Company, Condor Merger Corp. and Captiva
             Software Corporation ("Old Captiva"). (1)
3.1          Amended and Restated Certificate of Incorporation of the Company, as
             amended. (2)
3.2          Bylaws of the Company. (3)
4.1          Reference is made to Exhibits 3.1 and 3.2.
4.2          Form of Investor Rights Agreement dated August 27, 1993 by and among
             the Company and the investors identified therein. (2)
4.3          Rights Agreement dated September 9, 1997. (4)
4.4          Amendment to Rights Agreement dated October 5, 2001 by and among the
             Company, Fleet National Bank and EquiServe Trust Company, N.A. (5)
4.5          Second Amendment to Rights Agreement dated March 4, 2002 between the
             Company and EquiServe Trust Company, N.A. (1)
10.1         Form of indemnification agreement entered into between the Company
             and its directors and executive officers. (2)
10.2         Form of the Company's Amended and Restated 1993 Stock Option/Stock
             Issuance Plan. (2)
10.3         Amendment No. 1 to the Company's Amended and Restated 1993 Stock
             Option/Stock Issuance Plan. (7)
10.4         Form of the Company's 1999 Stock Plan. (6)
10.5         Form of the Company's Amended and Restated 1998 Employee Stock Purchase
             Plan. (6)
10.6         Form of proposed Amended and Restated 1998 Employee Stock Purchase
             Plan. (7)
10.7         The Company's lease for property at 1299 Parkmoor Ave., San Jose, CA.(6)
10.8*        Form of Severance Agreement between the Company and certain of its
             executive officers. (5)
10.9*        Form of Severance Agreement between the Company and certain of its
             executive officers in connection with the merger of the Company and Old
             Captiva. (5)
10.10*       Form of Voting Agreement between each of the Company's executive
             officers and directors and Old Captiva. (1)
10.11*       Form of Voting Agreement between each of Captiva California's executive
             officers and directors and the Company. (1)
10.12*       Form of Lock-up Agreement from each of the Company's executive officers
             and directors and Old Captiva (5)
10.13*       Form of Lock-up Agreement between the Company and each of the executive
             officers, directors and certain affiliates and stockholders of Old
             Captiva. (7)
10.14*       Employment offer letter from ActionPoint, Inc. to Rick Russo dated
             March 4, 2002. (7)
10.15*       Employment offer letter from ActionPoint, Inc. to Reynolds Bish dated
             March 4, 2002. (7)
99.1         Certification.`

(1)	Incorporated by reference to the Company's Pre-
Effective Amendment No.2 to Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on June 24, 2002 (File No. 333- 87106).

(2)	Incorporated by reference to an exhibit to the
Company's Registration Statement on Form S-1, as amended (File No. 33-
66142).

(3)	Incorporated by reference to an exhibit to the
Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission on September 24, 1997.

(4)	Incorporated by reference to an exhibit to the
Company's Registration Statement on Form 8-A filed with the Securities and
Exchange Commission on September 10, 1997 (File No. 001-13347).

(5)	Incorporated by reference to an exhibit to the
Company's Annual Report on Form 10-K for the year ended December 31, 2001
filed with the Securities and Exchange Commission on March 29, 2002.

(6)	Incorporated by reference to an exhibit to the
Company's Annual Report on Form 10-K for the year ended December 31, 2000
filed with the Securities and Exchange Commission on April 2, 2001.

(7)	Incorporated by reference to an exhibit to the
Company's Registration Statement on Form S-4 (File No. 333-87106).



* Indicates management contract.



b. Reports on Form 8-K

None.





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.



| |                             
| | ----------------------------
| | CAPTIVA SOFTWARE CORPORATION

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



| |     |                 
| | --- | ----------------
| | By: | /s/ John Finegan

| |                                                                                     
| | ------------------------------------------------------------------------------------
| |                                                                                     
| | John Finegan                                                                        
| | Executive Vice President
                                                 of Finance
| | (Duly Authorized Officer)                                                           



| |     |                  
| | --- | -----------------
| | By: | /s/ Rick E. Russo

| |                                                                                       
| | --------------------------------------------------------------------------------------
| |                                                                                       
| | Rick E. Russo                                                                         
| | Chief Financial Officer
                                                 and Secretary
| | (Principal Financial and Accounting Officer)                                          

---