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

                                   FORM 20-F/A
                                 AMENDMENT NO. 1

[ ]  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)  or (g) OF THE SECURITIES
     EXCHANGE ACT OF 1934
                                       OR

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

For the Fiscal Year Ended December 31, 2000.
                                       OR

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


For the Transition period from _______________ to ________________
Commission File Number:    0-23696


                              RADICA GAMES LIMITED
             (Exact name of registrant as specified in its charter)

                                     BERMUDA
                 (Jurisdiction of incorporation or organization)

                       SUITE R, 6/FL. 2-12 AU PUI WAN ST.
                                FO TAN, HONG KONG
                    (Address of principal executive offices)

           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 $.01

 Securities for which there is a reporting obligation pursuant to Section 15(d)
                                  of the Act.

                                      None

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.

           Title of each class                 Amount Outstanding
           -------------------                 ------------------
      Common Stock, Par Value $.01                 17,564,297

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.

         Yes   X      No
             -----       -----

Indicate by check mark which financial statement item the registrant has elected
to follow:

         Item 17         Item 18    X
                 -----            -----
<PAGE>




                                EXPLANATORY NOTE

         The sole  purpose  of this  Amendment  No. 1 to Form  20-F is to file a
corrected copy of Exhibit 23.1, Consent of Deloitte Touche Tohmatsu,  to include
the correct date of such consent. In all other respects,  the original Form 20-F
filing is unchanged.





                                       2

<PAGE>


         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  certifies that it meets all of the requirements for
filing on Form 20-F and has duly  caused  this  annual  report  amendment  to be
signed on its behalf by the undersigned, thereunto duly authorized.



                                             RADICA GAMES LIMITED




Date:       May 3, 2001                      /S/ Craig D. Storey
      ----------------------------           -----------------------------------
                                             Craig D. Storey
                                             Chief Accounting Officer





                                        3

<PAGE>

                                    PART III

ITEM 19. EXHIBITS

EXHIBIT INDEX
-------------

         [The only change effected by this amendment relates to Exhibit 23.1
below.]

          *     3.1     Memorandum of Association

          *     3.2     Bye-Laws

          *     3.3     Certificate of Incorporation on Change of Name

          *     4.1     Specimen Certificate for the Shares of Common Stock

          *    10.1     Processing  Agreement,  dated December 4, 1991,  between
                        Radica HK and foreign Economic  Development Co. of Humen
                        Town, Dongguan, relating to the Tai Ping Factory

          *    10.2     Processing  Agreement,  dated December 27, 1993, between
                        Radica HK and Foreign Economic  Development Co. of Humen
                        Town, Dongguan

          @    10.3     Cooperative  Joint Venture Contract of D.G. Radica Games
                        Manufacturing  Co.,  Ltd.,  dated  June  24,  1994  (see
                        exhibit 10.16 to 20-F for year ended October 31, 1994)

          *    10.4     Shareholders  Agreement,  dated January 12, 1994,  among
                        the Company and the shareholders parties thereto

          *    10.5     Amendment  to  Shareholders   Agreement,   dated  as  of
                        February   16,   1994,   among  the   Company   and  the
                        shareholders party thereto.

          **   10.5(a)  Amendment  to  Shareholders   Agreement,   dated  as  of
                        September   5,   1997,   among  the   Company   and  the
                        shareholders party thereto.

          *    10.8     Employment  Agreement,  dated as of November  28,  1993,
                        among Radica HK, Radica USA and Jon N. Bengtson

          *    10.8(a)  Form of Amendment to Employment  Agreement  among Radica
                        Games  Limited,   Radica  HK,  Radica  USA  and  Jon  N.
                        Bengtson.

          #    10.8(b)  December 1995 Amendment to such Employment Agreement.

          ~    10.8(c)  December 1997 Amendment to such Employment Agreement.

                                      I-1

<PAGE>

               10.9     1994  Stock  Option  Plan,  as most  recently  amendment
                        restated in May 2000 to increase options

               10.11    Amendment and Restatement to Employment Agreement among
                        Radica USA, Radica Games Limited and Patrick Feely dated
                        September 27, 2000

               10.13    Amendment  and   Restatement  to  Employment   Agreement
                        between Radica Games Limited and David C.W. Howell dated
                        September 29, 2000

               10.14    Amendment  and   Restatement  to  Employment   Agreement
                        between  Radica  Games  Limited  and Siu Wing Lam  dated
                        October 4, 2000

               10.15    Amendment  and   Restatement  to  Employment   Agreement
                        between  Radica  Games  Limited and Neil  Doughty  dated
                        September 29, 2000

          ##   10.16    Share  Purchase  Agreement  dated as of June  24,  1999,
                        relating to the  acquisition  of the entire issued share
                        capital of Leda Media  Products  Limited  (now Radica UK
                        Limited).

               11.1     Statement re Computation of Per Share Earnings

               12.1     Statement re Selected Quarterly Financial Data

               21.1     List of subsidiaries

          @@   23.1     Consent of Deloitte Touche Tohmatsu

*    Incorporated by reference to  Registration  Statement on Form F-1, File No.
     33-75794 filed by the Registrant.

@    Incorporated by reference to Form 20-F for the year ended October 31, 1994.

#    Incorporated by reference to Form 20-F for the year ended October 31, 1996.

~    Incorporated by reference to Form 20-F for the year ended October 31, 1997.

**   Incorporated by reference to Form 20-F for the year ended October 31, 1998.

##   Incorporated by reference to Form 20-F for the year ended October 31, 1999.

@@   Included with the filing of this amendment.

The other exhibits not footnoted were included as part of the 20-F filing for
the year ended December 31, 2000, to which this amendment relates.



                                      I-2