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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 40-F
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    REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
 þ
    
    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, 2005.
    
    Commission File Number: 000-30224
 
 CryptoLogic Inc.
  Ontario
    
    7999
    
    Not Applicable(Province or other jurisdiction of
incorporation or organization)
    
    (Primary Standard Industrial
Classification Code Number)
    
    (I.R.S. Employer Identification No.)
 55 St. Clair Avenue West, 3 rd Floor, Toronto, Ontario, Canada M4V 2Y7, (416) 545-1455
 CT Corporation, 111 8 th Avenue, New York, NY 10011, (212) 894-8940
 Securities registered or to be registered pursuant to Section 12(b) of the Act.
 Securities registered or to be registered pursuant to Section 12(g) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon shares
    
    NASDAQ National Market, Toronto Stock Exchange,London Stock Exchange
 Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
 For annual reports, indicate by check mark the information filed with this Form:
 þ Annual information form
    
    þ 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.
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DISCLOSURE CONTROLS AND PROCEDURES
  INTERNAL CONTROLS OVER FINANCIAL REPORTING
  AUDIT COMMITTEE FINANCIAL EXPERT
  CODE OF BUSINESS CONDUCT AND ETHICS
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PRINCIPAL ACCOUNTANT FEES AND SERVICES
   (In thousands of US dollars)
    
    2005
    
    
    2004Audit fees
    
    $
    294
    
    
    $
    198Audit-related fees
    
    
    77
    
    
    
    19Tax fees
    
    
    187
    
    
    
    63Other fees
    
    
    14
    
    
    
    71Total
    
    $
    572
    
    
    $
    351
 Audit Fees
  Audit-Related Fees
  Tax Fees
  Other Fees
  Pre-Approval Policies and Procedures
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OFF-BALANCE SHEET ARRANGEMENTS
  TABULAR DISCLOSURE OF CONTRACTURAL OBLIGATIONS
  CORPORATE GOVERNANCE DIFFERENCES
  Shareholder Meeting Quorum Requirement:
 Proxy Delivery Requirement:
 UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
  SIGNATURE
  CRYPTOLOGIC INC.By:
    
    /s/ LEWIS N. ROSELewis N. RosePresident and Chief Executive Officer
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EXHIBIT INDEX
 Exhibit Number
    
    Description99.1
    
    2005 Managements Discussion and Analysis*99.2
    
    Audited consolidated financial statements as of December 31, 2005 and 2004 together
with the report of the auditors thereon, including a US GAAP reconciliation*99.3
    
    Renewal Annual Information Form for the fiscal year ended December 31, 200599.4
    
    Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 200299.5
    
    Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.6
    
    Consent of KPMG LLP, Chartered Accountants
 
 *
    
    Incorporated by reference to the Registrants Form 6K, filed on March 17, 2006. 5