SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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AMENDMENT NO. 1
TO
FORM 40-F



| |  | Registration   statement
pursuant to Section 12 of the Securities Exchange Act of 1934
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or

| |  | Annual   report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
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For the fiscal year endedDecember
31, 2006             Commission File Number 000-30224

CRYPTOLOGIC INC.(Exact name of registrant as specified in its charter)



|Ontario, Canada(Province or Other Jurisdiction of Incorporation or Organization) | 7999(Primary Standard Industrial Classification Code) | Not Applicable(I.R.S. Employer Identification No.)
|-------------------------------------------------------------------------------- | ----------------------------------------------------- | --------------------------------------------------

55 St. Clair Avenue West

3rd Floor

Toronto, Ontario

M4V 2Y7

(416) 545-1455

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

CT Corporation111 8th AvenueNew 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)

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

|Title of Each Class: | Name of Each Exchange On Which Registered:                              
|-------------------- | ------------------------------------------------------------------------
|Common Shares        | NASDAQ Global Select Market
Toronto Stock Exchange
London Stock Exchange



Securities 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:

|[ X ]Annual Information Form | [ X ]  Audited Annual Financial Statements
|---------------------------- | ------------------------------------------



Indicate the number of outstanding shares of each of the registrants classes of capital or common stock as of the close of the period covered by the annual report:

| | Class                       | Outstanding at | 
| | --------------------------- | -------------- | 
| | December 31, 2006           |               
| | Common shares, no par value | 13,641,234    
| |                             |                | 











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 filing number assigned to the Registrant in connection with such Rule.[   ]Yes[   ]No

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[   ]No





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EXPLANATORY NOTE

The purpose of this Amendment No. 1
to the Registrants Form 40-F for the fiscal year ended December 31, 2006 is to refile
the Registrants Annual Information Form  dated March 28, 2006 and the Managements
Discussion and Analysis.
 Two tables were incorrectly filed.  No other changes were made to the Registrant's
annual report on Form 40-F.

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SIGNATURES

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 amendment to the annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

CRYPTOLOGIC INC.



/s/ Lewis N. Rose

Lewis N. Rose

President and Chief Executive Officer



Date:   March 29, 2007



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EXHIBIT INDEX

The following documents are being filed with the Commission as exhibits to this annual report on Form 40-F.

|Exhibit | Description                                                                                                                                            | 
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|1.      | Annual Information Form                                                                                                                                | 
|2.      | Managements Discussion and Analysis                                                                                                                   | 
|3.      | Annual Financial Statements*                                                                                                                           | 
|4.      | Consent of  KPMG LLP                                                                                                                                   | 
|5.      | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13(a)-14(a) or 15(d)-14 of the Securities Exchange Act of 1934. | 
|6.      | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.                                              | 
|        |                                                                                                                                                        | 

_________________

|* |  | previously
filed
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