UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549
                      __________________________________

                                  FORM 10-K/A
                                Amendment No. 1


[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
        OF THE SECURITIES EXCHANGE ACT OF 1934
        For the fiscal year ended December 31, 2001

[_]     TRANSITION REPORT UNDER SECTION 13 OR 15(d)
        OF THE SECURITIES EXCHANGE ACT OF 1934
        For the transition period from ________ to ________

                      __________________________________

                        Commission File Number 0-27138

                         CATALYST INTERNATIONAL, INC.
           ------------------------------------------------------
           (Exact Name of Registrant as Specified in Its Charter)

                       Delaware                             39-1415889
             ------------------------                      ------------
             (State of Incorporation)                       (I.R.S. ID)

    8989 North Deerwood Drive, Milwaukee, Wisconsin            53223
    -----------------------------------------------        ------------
(Address of Principal Executive Offices)                    (Zip Code)

                                (414) 362-6800
                              ------------------
                              (Telephone Number)

Securities registered pursuant to Section 12(b) of the Act:        None

Securities registered pursuant to Section 12(g) of the Act:   Common Stock,
                                                             $0.10 par value
                                                             ---------------
                                                            (Title of Class)

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, and (2) has been subject to such filing
requirements for the past 90 days.  Yes [X] 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 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  [_]

As of March 26, 2002, the aggregate market value of the registrant's common
stock held by non-affiliates was $15,855,922 (based upon the closing price of
the registrant's common stock on The Nasdaq Stock Market(r) on that date).

As of March 26, 2002, the number of shares outstanding of the registrant's
common stock was 7,794,469.



<PAGE>


                               EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A is being filed solely to file certain
exhibits that were not included in the original filing. The remaining
portions of the original Form 10-K are not being amended.


<PAGE>


                                   PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

 (c)  Exhibit Listing

     Number  Description
      3.1    Amended and Restated Certificate of Incorporation incorporated
             by reference to Registration Statement 33-97522C on Form SB-2
      3.2    Amended and Restated By-Laws incorporated by reference to
             Registration Statement 33-97522C on Form SB-2
     10.1    1993 Stock Option Plan, as amended, of Catalyst USA, Inc.*
             incorporated by reference to Registration Statement 33-97522C on
             Form SB-2
     10.2    1997 Director Stock Option Plan of Catalyst International, Inc.*
             incorporated by reference to Exhibit 4.1 of Registration
             Statement 33-97522C on Form S-8 dated September 26, 1997
     10.3    Letter Agreement with Douglas B. Coder dated October 23, 1998*
             incorporated by reference to Exhibit 10.3 on Form 10-K for the
             period ended December 31, 2000
     10.4    Subscription Agreement among SAP America, Inc., SAP
             Aktiengesellschaft and Catalyst International, Inc. dated August
             31, 1999 incorporated by reference to Exhibit 4 on Form 8-K
             dated September 20, 1999
     10.5    Commercial Guaranty dated September 17, 1999 incorporated by
             reference to Exhibit 10.7 on Form 10-K  for the period ended
             December 31, 2000
     10.6    Letter Agreement with Douglas B. Coder dated December 3, 1999*
             incorporated by reference to Exhibit 10.9 on Form 10-K for the
             period ended December 31, 2000
     10.7    Letter Agreement with Michael D. Pridavka dated October 13,
             2000* incorporated by reference to Exhibit 10.13 on Form 10-K
             for the period ended December 31, 2000
     10.8    2001 Employee Stock Option Plan* incorporated by reference to
             Appendix B of the Proxy Statement dated March 26, 2001
     10.9    Company Share Option Scheme* incorporated by reference to
             Appendix C of the Proxy Statement dated March 26, 2001
     10.10   Separation Agreement with Sean P. McGowan dated April 2, 2001
     10.11   Employment Agreement with James B. Treleaven dated June 28,
             2001* incorporated by reference to Exhibit 10 on Form 10-Q for
             the period ended June 30, 2001
     10.12   Letter Agreement with David H. Jacobson dated October 1, 2001*
     10.13   Letter Agreement with John K. Gorman dated October 24, 2001*
     21      Subsidiaries of the Registrant
     23      Consent of Auditors
     99.1    Cautionary Statement Regarding Forward-Looking Information and
             Risk Factors
     ----------
     * Represents a management contract or compensation plan.


<PAGE>


                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, in the City of
Milwaukee, State of Wisconsin, on April 9, 2002.

                                    Catalyst International, Inc.

                                    By: /s/ James B. Treleaven
                                       -------------------------------
                                       James B. Treleaven
                                       President and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on April 9, 2002.


   /s/ Douglas B. Coder                Chairman of the Board
------------------------------
   Douglas B. Coder

   /s/ James B. Treleaven              President and Chief Executive Officer
------------------------------         (Principal Executive Officer)
   James B. Treleaven

   /s/ Roy J. Carver, Jr.              Director
------------------------------
   Roy J. Carver, Jr.

   /s/ James F. Goughenour             Director
------------------------------
   James F. Goughenour

   /s/ Terrence L. Mealy               Director
------------------------------
   Terrence L. Mealy

   /s/ David H. Jacobson               Executive Vice President and Chief
------------------------------         Financial Officer
   David H. Jacobson                   (Principal Financial and Accounting
                                       Officer)


<PAGE>


                             INDEX TO EXHIBITS

     Exhibit
     Number  Description
     ------  -----------
      3.1    Amended and Restated Certificate of Incorporation incorporated
             by reference to Registration Statement 33-97522C on Form SB-2
      3.2    Amended and Restated By-Laws incorporated by reference to
             Registration Statement 33-97522C on Form SB-2
     10.1    1993 Stock Option Plan, as amended, of Catalyst USA, Inc.*
             incorporated by reference to Registration Statement 33-97522C on
             Form SB-2
     10.2    1997 Director Stock Option Plan of Catalyst International, Inc.*
             incorporated by reference to Exhibit 4.1 of Registration
             Statement 33-97522C on Form S-8 dated September 26, 1997
     10.3    Letter Agreement with Douglas B. Coder dated October 23, 1998*
             incorporated by reference to Exhibit 10.3 on Form 10-K for the
             period ended December 31, 2000
     10.4    Subscription Agreement among SAP America, Inc., SAP
             Aktiengesellschaft and Catalyst International, Inc. dated August
             31, 1999 incorporated by reference to Exhibit 4 on Form 8-K
             dated September 20, 1999
     10.5    Commercial Guaranty dated September 17, 1999 incorporated by
             reference to Exhibit 10.7 on Form 10-K  for the period ended
             December 31, 2000
     10.6    Letter Agreement with Douglas B. Coder dated December 3, 1999*
             incorporated by reference to Exhibit 10.9 on Form 10-K for the
             period ended December 31, 2000
     10.7    Letter Agreement with Michael D. Pridavka dated October 13,
             2000* incorporated by reference to Exhibit 10.13 on Form 10-K
             for the period ended December 31, 2000
     10.8    2001 Employee Stock Option Plan* incorporated by reference to
             Appendix B of the Proxy Statement dated March 26, 2001
     10.9    Company Share Option Scheme* incorporated by reference to
             Appendix C of the Proxy Statement dated March 26, 2001
     10.10   Separation Agreement with Sean P. McGowan dated April 2, 2001
     10.11   Employment Agreement with James B. Treleaven dated June 28,
             2001* incorporated by reference to Exhibit 10 on Form 10-Q for
             the period ended June 30, 2001
     10.12   Letter Agreement with David H. Jacobson dated October 1, 2001*
     10.13   Letter Agreement with John K. Gorman dated October 24, 2001*
     21      Subsidiaries of the Registrant
     23      Consent of Auditors
     99.1    Cautionary Statement Regarding Forward-Looking Information and
             Risk Factors