UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 40-F/A



o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934þ
    
    ANNUAL REPORT PURSUANT TO THE SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2003.
    
    Commission File Number: 000-30224




CryptoLogic Inc.

(Exact name of Registrant as specified in its charter)


Ontario(Province or other jurisdiction of
incorporation or organization)
    
    7999(Primary Standard Industrial
Classification Code Number)
    
    Not Applicable(I.R.S. Employer
Identification No.)


1867 Yonge Street, 7th Floor, Toronto, Ontario, Canada M4S 1Y5, (416) 545-1455

(Address and telephone number of Registrants principal executive offices)


CT Corporation, 111 8th Avenue, New York, NY 10011, (212) 894-8940

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)


Securities registered or to be registered pursuant to Section 12(b) of the Act.
None

Title of Each Class
Common shares
    
    Name of Each Exchange on Which Registered
Nasdaq National Market
Toronto Stock Exchange
London Stock Exchange


Securities registered or to be registered pursuant to Section 12(g) of the Act:
None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None

For annual reports, indicate by check mark the information filed with this Form:

o     Annual information form
    
    o     Audited annual financial statements


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.

The Registrant had 12,300,397 common shares outstanding as at December 31, 2003

Indicate by check mark whether the Registrant by filing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the Exchange Act). If Yes is marked, indicate the file number assigned to
the Registrant in connection with such Rule.

Yes     o     82-
    
    No     þ


Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act 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     þ
    
    No     o




---

---

This Annual Report on Form 40-F/A
amends and supplements the annual report on Form 40-F filed by CryptoLogic Inc., an
Ontario corporation, for the year ended December 31, 2003 (the Annual Report).

The following section is hereby added
to the Annual Report:

# Corporate Governance
Differences

The common shares of CryptoLogic Inc.
(the Company) are listed on the NASDAQ Stock Market (NASDAQ).
Section 4350(a)(1) of the NASDAQ company guide permits NASDAQ to consider the laws,
customs and practices of foreign issuers in relaxing certain NASDAQ listing criteria, and
to grant exemptions from NASDAQ listing criteria based on these considerations. A
description of the significant ways in which the Companys governance practices
differ from those followed by U.S. domestic companies pursuant to NASDAQ standards is as
follows:

Proxy Delivery Requirement:
The NASDAQ requires the solicitation of proxies and delivery of proxy statements for all
shareholder meetings, and requires that these proxies be solicited pursuant to a proxy
statement that conforms to the proxy rules of the U.S. Securities and Exchange Commission.
The Company is a foreign private issuer as defined in Rule 3b-4 under the U.S. Securities
Exchange Act of 1934, as amended, (the Exchange Act) and the equity securities
of the Company are accordingly exempt from the proxy rules set forth in Sections 14(a),
14(b), 14(c) and 14(f) of the Exchange Act. The Company solicits proxies in accordance
with applicable rules and regulations of Canada.

Shareholder Meeting Quorum
Requirement: The NASDAQ minimum quorum requirement for a shareholder meeting is 33
1/3% of the outstanding shares of common voting stock. In addition, a company listed on
NASDAQ is required to state its quorum requirement in its bylaws. The Companys
quorum requirement is set forth in its articles, which provide that shareholders of
one-quarter of the Companys issued shares entitled to be voted at a meeting present
in person or by proxy shall be a quorum for a general meeting of shareholders.

---

# SIGNATURE

Pursuant to the requirements of the
Exchange Act, the Registrant certifies that it meets all of the requirements for filing on
Form 40-F and has duly caused this annual report to be signed on its behalf by the
undersigned, thereto duly authorized.

# CRYPTOLOGIC INC.

|By: | /s/ LEWIS N. ROSELewis N. Rose
President and Chief Executive Officer
|--- | --------------------------------------------------------------------

|Date: | March 24, 2005
|----- | --------------

---

# EXHIBIT INDEX

|ExhibitNumber | Description
|------------- | -----------

|99.1 | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|---- | ------------------------------------------------------------------------

---