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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-K/A



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(Mark One)

|x | Amendment to Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|- | --------------------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2004.



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: 000-26357



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LOOKSMART, LTD.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 13-3904355                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



625 Second Street,
San Francisco, CA 94107

(Address of principal executive offices and zip code)



(415) 348-7000

(Registrants telephone number, including area code)



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Securities registered pursuant to Section 12(b) of
the Act:



None



Securities registered pursuant to Section 12(g) of the Act:



Common Stock, par value $.001 per share



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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 such reports), and (2) has been subject to such filing requirements for the past 90 days.     x  Yes ̈No



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K. ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    x  Yes ̈No



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act.): ̈Yes    x  No



The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant, based upon the closing price of common stock on the last business day of the most recently completed second fiscal quarter, June 30, 2004, was approximately $211,996,761. Shares of voting stock held by each
executive officer, director and person who owns 5% or more of the outstanding voting stock have been excluded from this calculation. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of
March 1, 2005, 113,750,931 shares of the registrants common stock were outstanding.



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The Registrant hereby amends Part IV, Item 15(b) of this Form 10-K, for the sole purpose of re-filing the Exhibit Index
and Exhibits 10.53 and 10.54 with the asterisk footnotes shown. These asterisks indicate that confidential treatment has been requested for Exhibits 10.53 and 10.54 and that the omitted materials have been filed separately with the Securities and
Exchange Commission.



No other changes to the 10-K, or the Form 10-K/A filed
October 21, 2005, are made hereby.



SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities
Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in San Francisco, California on November 28, 2005:



LOOKSMART, LTD.By:

/s/ David B. HillsDavid B. HillsChief Executive Officer and Director (Principal
Executive Officer)




|                                     |  |                                                                      |  |                  
|------------------------------------ |  | -------------------------------------------------------------------- |  | -----------------
|Signature                            |  | Title                                                                |  | Date             
|                                     |  |                                                                     
|/s/ David B. HillsDavid B. Hills     |  | Chief Executive Officer and Director (Principal Executive Officer)   |  | November 28, 2005
|                                     |  |                                                                     
|/s/ John SimonelliJohn Simonelli     |  | Chief Financial Officer (Principal Financial and Accounting Officer) |  | November 28, 2005
|                                     |  |                                                                     
|Teresa Dial                          |  | Director                                                             |  |                  
|                                     |  |                                                                     
|/s/ Anthony CastagnaAnthony Castagna |  | Director                                                             |  | November 18, 2005
|                                     |  |                                                                     
|/s/ Mark SandersMark Sanders         |  | Director                                                             |  | November 18, 2005
|                                     |  |                                                                     
|Edward West                          |  | Chairman of the Board                                                |  |                  
|                                     |  |                                                                     
|/s/ Gary WetselGary Wetsel           |  | Director                                                             |  | November 28, 2005
|                                     |  |                                                                     
|Timothy J. Wright                    |  | Director                                                             |  |                  





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EXHIBIT INDEX



|            |  |                                                                                                                                     
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Document                                                                                                             
|10.53*      |  | Prioritized Listings Syndication Agreement between the Registrant and Search123, Inc. dated August 21, 2001.                        
|            | 
|10.54*      |  | Amendment No. 2 to the Prioritized Listings Syndication Agreement between the Registrant and Search123, Inc. dated February 8, 2005.
|            | 
|31.1        |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                 
|            | 
|31.2        |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                 

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|    |  |                                                                                                                                                                                                                                                          
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|(*) |  | Material in the exhibit marked with a *** has been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Securities and Exchange Commission.