April 18, 2005

Mail Stop 0409

Mark J. Ferrer
Chief Executive Officer
Critical Path, Inc.
350 The Embarcadero
San Francisco, CA  94105-1204

Re:	Critical Path, Inc.
	Registration Statement on Form S-3
	Filed April 5, 2005
	File No. 333-123860


Dear Mr. Ferrer:

      This is to advise you that we have conducted only a limited
review of your registration statement.  Based on that limited
review,
we have the following comments.

General

We note that you have excluded from your Annual Report on Form 10-
K
Management`s Report on Internal Control over Financial Reporting
required by Section 404 of the Sarbanes-Oxley Act.  We also note
your
reliance on the Commission`s order under Section 36 of the
Exchange
Act Granting an Exemption.  However, please note that we will not
be
in a position to declare this registration statement effective
until
you amend your Form 10-K to include the Management`s Report on
Internal Control over Financial Reporting and related auditor
attestation report.

*  *  *  *

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Before the amended registration statement is declared
effective
pursuant to Section 8 of the Securities Act, the company should
provide us a letter, acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.


	If you have any questions, please call Jeffrey Shady at (202)
942-1901 or me at (202) 942-1960.

Sincerely,



Karen J. Garnett
Assistant Director

cc:	Gregg F. Vignos, Esq. (via facsimile)
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Critical Path, Inc.
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