As filed with the Securities and Exchange Commission on August 21,2001
	Registration No. 333-              
**SECURITIES AND EXCHANGE COMMISSION**
Washington, D.C. 20549
**FORM S-8

REGISTRATION STATEMENT***Under

The Securities Act of 1933*
**ACTIONPOINT, INC.
(Exact name of registrant asspecified in its charter)

**Delaware**

(State or other jurisdiction of incorporation or organization)
**77-0104275**

(I.R.S. Employer Identification No.)

**1299 Parkmoor Avenue
San Jose, California  95126

(Address of principal executive offices including Zip Code)

**ACTIONPOINT, INC.

1993  STOCK OPTION/STOCK ISSUANCE PLAN 

1998 EMPLOYEE STOCK PURCHASE PLAN

(Full title of the Plans)

**Stephen Francis

President and Chief Executive Officer

ACTIONPOINT, INC.

1299 Parkmoor Avenue

San Jose, California  95126**
(Name and address of agent for service)
**(408) 325-3800**
(Telephone number, including area code, of agent forservice)

**CALCULATION OF REGISTRATION FEE**                                                      Proposed     Proposed                                                      Maximum       Maximum                                         Amount       Offering    Aggregate     Amount ofTitle of Securities                      to be       Price per     Offering   Registration to be Registered                     Registered     Share (2)     Price (2)        Fee------------------------------------ ------------  ------------  -----------  ------------1993 Stock Option/Stock Issuance Plan------------------------------------  Common Stock (par value $.01)          150,000         $1.87     $280,500        $70.131998 Employee Stock Purchase Plan------------------------------------  Common Stock (par value $.01)          100,000         $1.87     $187,000        $46.75
(1)	Pursuant to Section 416(a) of the Securities Act of1933, as amended, this registration statement shall also cover any additionalshares of Common Stock which become issuable under the 1993 Stock Option/StockIssuance Plan and the 1998 Employee Stock Purchase Plan by reason of any stockdividend, stock split, recapitalization or other similar transaction effectedwithout the receipt of consideration which results in an increase in the numberof the outstanding shares of Common Stock of ActionPoint, Inc.

(2)	Calculated solely for purposes of this offering underRule 457(h) of the Securities Act of 1933, as amended, on the basis of theaverage of the high and low price per share of Common Stock of ActionPoint, Inc.as reported on the Nasdaq National Market on August 17, 2001.
**PART II

Information Required in the Registration Statement**
Item 3.  Incorporation of Documents by Reference
	ActionPoint, Inc. (the "Registrant") herebyincorporates by reference into this registration statement the followingdocuments previously filed with the Securities and Exchange Commission (the"SEC"):

The Registrant's Current Reports on Form 8-K for eventsoccurring May 17, 2001 and June 4, 2001, as filed with the SEC on June 4, 2001and June 15, 2001 respectively;

The Registrant's Annual Report on Form 10-K for thefiscal year ended December 31, 2000, as filed with the SEC on April 2, 2001;

The Registrant's Quarterly Report on Form 10-Q for thefiscal quarter ended March 31, 2001, as filed with the SEC on May 10,2001;

The Registrant's Quarterly Report on Form 10-Q for thefiscal quarter ended June 30, 2001, as filed with the SEC on August 14,2001;

The Registrant's registration statement No. 0-22292 onForm 8-A filed with the SEC on August 23, 1993, pursuant to Section 12 ofthe Securities Exchange Act of 1934, as amended (the "1934 Act"), inwhich there is described the terms, rights and provisions applicable to theRegistrant's outstanding Common Stock; and

Amendment Number 1 to the Registrant's registrationstatement No. 0-22292 on Form 8-A filed with the SEC on September 7, 1993, inwhich there is described the terms, rights and provisions applicable to theRegistrant's Common Stock.

	All reports and definitive proxy or informationstatements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934Act after the date of this registration statement and prior to the filing of apost-effective amendment which indicates that all securities offered hereby havebeen sold or which deregisters all securities then remaining unsold shall bedeemed to be incorporated by reference into this registration statement and tobe a part hereof from the date of filing of such documents.

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 Lawauthorizes a court to award or a corporation's Board of Directors to grantindemnification to directors and officers in terms sufficiently broad to permitsuch indemnification under certain circumstances for liabilities (includingreimbursement for expenses incurred) arising under the Securities Act of 1933,as amended (the "Act"). The Registrant's Bylaws provide for mandatoryindemnification of its directors and officers and permissible indemnification ofemployees and other agents to the maximum extent permitted by the DelawareGeneral Corporation Law. The Registrant's Certificate of Incorporation providesthat, pursuant to Delaware law, its directors shall not be liable for monetarydamages for breach of the directors' fiduciary duty as a director to theRegistrant and its stockholders. This provision in the Certificate ofIncorporation does not eliminate the directors' fiduciary duty, and inappropriate circumstances equitable remedies such as injunctive or other formsof non-monetary relief will remain available under Delaware law. In addition,each director will continue to be subject to liability for breach of thedirector's duty of loyalty to the Registrant for acts or omissions not in goodfaith or involving intentional misconduct, for knowing violations of law, foractions leading to improper personal benefit to the director, and for payment ofdividends or approval of stock repurchases or redemptions that are unlawfulunder Delaware law. The provision also does not affect a director'sresponsibilities under any other law, such as the federal securities laws orstate or federal environmental laws.  The Registrant has entered intoIndemnification Agreements with its officers and directors which provide theRegistrant's officers and directors with further indemnification to the maximumextent permitted by the Delaware General Corporation Law.

Item 7.  Exemption from Registration Claimed
	Not Applicable.

Item 8.  ExhibitsExhibitNumber      Exhibit---------   --------------------------------------------------------------4           Instruments Defining Rights of Stockholders. Reference is made            to Registrant's registration statement No. 0-22922 on Form 8-A            which is incorporated herein by reference pursuant to Item 3(d            of this registration statement.5           Opinion and consent of Gunderson Dettmer Stough Villeneuve            Franklin & Hachigian, LLP.23.1        Consent of Independent Accountants - PricewaterhouseCoopers LL23.2        Consent of Gunderson Dettmer Stough Villeneuve            Franklin & Hachigian, LLP is contained in Exhibit 524          Power of Attorney. Reference is made to page II-5            of this registration statement.
	

Item 9.  UndertakingsThe undersigned Registrant hereby undertakes:

to file, during any period in which offers or sales arebeing made, a post-effective amendment to this registration statement to includeany material information with respect to the plan of distribution not previouslydisclosed in this registration statement or any material change to suchinformation in this registration statement;

that for the purpose of determining any liability underthe Securities Act of 1933, each such post-effective amendment shall be deemedto be a new registration statement relating to the securities offered therein,and the offering of such securities at that time shall be deemed to be theinitial bona fide offering thereof; and

to remove from registration by means of a post-effectiveamendment any of the securities being registered which remain unsold at thetermination of the 1993 Stock Option/Stock Issuance Plan and the 1998 EmployeeStock Purchase Plan.

The undersigned Registrant hereby undertakes that, forpurposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant'sannual report pursuant to Section 13(a) or Section15(d) of the Securities Exchange Act of 1934 (and, whereapplicable, each filing of an employee benefit plan's annual report pursuant toSection 15(d) of the Securities Exchange Act of 1934) that is incorporated byreference into this registration statement shall be deemed to be a newregistration statement relating to the securities offered therein, and theoffering of such securities at that time shall be deemed to be the initial bonafide offering thereof.
Insofar as indemnification for liabilities arising underthe Securities Act of 1933 may be permitted to directors, officers orcontrolling persons of the Registrant pursuant to the indemnification provisionssummarized in Item 6 or otherwise, the Registrant has been advised that, in theopinion of the SEC, such indemnification is against public policy as expressedin the Act, and is, therefore, unenforceable.  In the event that a claim forindemnification against such liabilities (other than the payment by theRegistrant of expenses incurred or paid by a director, officer or controllingperson of the Registrant in the successful defense of any action, suit orproceeding) is asserted by such director, officer or controlling person inconnection with the securities being registered, the Registrant will, unless inthe opinion of its counsel the matter has been settled by controlling precedent,submit to a court of appropriate jurisdiction the question whether suchindemnification by it is against public policy as expressed in the Act and willbe governed by the final adjudication of such issue.

**	SIGNATURES**
		Pursuant to the requirements of the Securities Act of1933, as amended, the Registrant certifies that it has reasonable grounds tobelieve that it meets all of the requirements for filing on Form S-8, and hasduly caused this registration statement to be signed on its behalf by theundersigned, thereunto duly authorized, in the City of San Jose, State ofCalifornia on this 21st day of August, 2001.
**	ACTIONPOINT, INC.**
 

	By: 	 /s/ Stephen Francis
	      Stephen Francis

	      President and Chief Executive Officer

**POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:**
		That the undersigned officers and directors ofActionPoint, Inc., a Delaware corporation, do hereby constitute and appointStephen Francis and John Finegan, and either of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and thingsand to execute any and all instruments which said attorneys and agents, andeither one of them, determine may be necessary or advisable or required toenable said corporation to comply with the Securities Act of 1933, as amended,and any rules or regulations or requirements of the Securities and ExchangeCommission in connection with this registration statement.  Without limiting thegenerality of the foregoing power and authority, the powers granted include thepower and authority to sign the names of the undersigned officers and directorsin the capacities indicated below to this registration statement, to any and allamendments, both pre-effective and post-effective, and supplements to thisregistration statement, and to any and all instruments or documents filed aspart of or in conjunction with this registration statement or amendments orsupplements thereof, and either of the undersigned hereby ratifies and confirmsthat all said attorneys and agents, or either one of them, shall do or cause tobe done by virtue hereof.  This Power of Attorney may be signed in severalcounterparts.
**		IN WITNESS WHEREOF, each of the undersignedhas executed this Power of Attorney as of the date indicated.

		Pursuant to the requirements of the Securities Act of1933, as amended, this registration statement has been signed below by thefollowing persons in the capacities and on the dates indicated.
Signature                       Title                            Date------------------------------  ------------------------------   ---------------Kimra Hawley                    Chairman of the Board   \s\Stephen Francis                                            August 21, 2001Stephen Francis                 President, Chief Executive                                Officer and Director                                (Principal Executive Officer)   \s\John Finegan                                               August 21, 2001John Finegan                    Vice President of Finance                                and Chief Financial Officer                                (Principal Financial and                                Accounting OfficerThomas van Overbeek             Director   \s\Bruce Silver                                               August 21, 2001Bruce Silver                    Director   \s\Patrick Edsell                                             August 21, 2001Patrick Edsell                  Director   \s\Daniel Tompkins                                            August 21, 2001Daniel Tompkins                 Director
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

 

 

EXHIBITS

TO

FORM S-8

UNDER

SECURITIES ACT OF 1933

 
**ACTIONPOINT, INC.**
EXHIBIT INDEXExhibitNumber      Exhibit---------   --------------------------------------------------------------4           Instruments Defining Rights of Stockholders. Reference is made            to Registrant's registration statement No. 0-22922 on Form 8-A            which is incorporated herein by reference pursuant to Item 3(d            of this registration statement.5           Opinion and consent of Gunderson Dettmer Stough Villeneuve            Franklin & Hachigian, LLP.23.1        Consent of Independent Accountants - PricewaterhouseCoopers LL23.2        Consent of Gunderson Dettmer Stough Villeneuve            Franklin & Hachigian, LLP is contained in Exhibit 524          Power of Attorney. Reference is made to page II-5            of this registration statement.
EXHIBIT 5

 

	August20, 2001
 

ActionPoint, Inc.

1299 Parkmoor Avenue

San Jose,  California 95126

		Re:	ActionPoint, Inc. Registration Statement forOffering of 250,000 Shares of Common Stock

Ladies and Gentlemen:

We refer to your registration on Form S-8 (the "RegistrationStatement") under the Securities Act of 1933, as amended, of 100,000 shares ofCommon Stock under the 1998 Employee Stock Purchase Plan and 150,000 shares ofCommon Stock under the 1993 Stock Option/Stock Issuance Plan.  We advise youthat, in our opinion, when such shares have been issued and sold pursuant to theapplicable provisions of the 1998 Employee Stock Purchase Plan and the 1993Stock Option/Stock Issuance Plan and in accordance with the RegistrationStatement, such shares will be validly issued, fully paid and nonassessableshares of the Company's Common Stock.

We hereby consent to the filing of this opinion as an exhibitto the Registration Statement.

                                        	Very trulyyours,

 

	

 	/s/ Gunderson Dettmer Stough Villeneuve Franklin& Hachigian, LLP
	Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
**EXHIBIT 23.1******
CONSENT OF INDEPENDENT ACCOUNTANTS

 

We hereby consent to the incorporation by reference in thisRegistration Statement on Form S-8 of our report dated January 29, 2001 relatingto the consolidated financial statements and financial statement schedule ofActionPoint, Inc., which appears in ActionPoint, Inc.'s Annual Report on Form10-K for the year ended December 31, 2000.

 

 

 

 

/s/ PricewaterHouseCoopers LLP

PricewaterhouseCoopers LLP

San Jose, California

August 20, 2001

		

 

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