8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549-1004



                                    FORM 8-K
                    CURRENT REPORT PURSUANT TO SECTION 13 OF
                       THE SECURITIES EXCHANGE ACT OF 1934





        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 30, 2001



                               CRITICAL PATH, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                 CALIFORNIA                      000-25331                 91-1788300
                                                                       
      (STATE OR OTHER JURISDICTION OF      COMMISSION FILE NUMBER       (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)                                  IDENTIFICATION NUMBER)





                                532 FOLSOM STREET
                             SAN FRANCISCO, CA 94105
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                  415-808-8800
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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ITEM 5. OTHER EVENTS

        On March 30, 2001, Critical Path, Inc. issued a press release announcing
its Board of Directors had approved the adoption of a Shareholder Rights
Plan.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

       (c) Exhibits.

           Exhibit 99.1    Press Release of Critical Path, Inc. dated March 30,
                           2001

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                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act or 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                          Critical Path, Inc.
                                            (Registrant)

Date:  March 30, 2001

                                     By: /s/ Lawrence P. Reinhold
                                         -------------------------
                                             Lawrence P. Reinhold
                                             Executive Vice President and
                                             Chief Financial Officer



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                                  EXHIBIT INDEX

Exhibit
Number
- -------
                 
99.1     Press release of Critical Path, Inc. dated March 30, 2001.

EX-99.1

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                  CRITICAL PATH ADOPTS SHAREHOLDER RIGHTS PLAN

     San Francisco, CA., (March 30, 2001) -- Critical Path, Inc. (NASDAQ: CPTH)
announced today that its Board of Directors has adopted a Shareholder Rights
Plan. Under the plan, Rights will be distributed as a dividend at the rate of
one Right for each share of the company's common stock held by shareholders of
record as of the close of business on May 15, 2001.

     The Rights Plan is designed to prevent an acquirer from gaining control of
Critical Path without offering a fair and adequate price and terms to all of
Critical Path's shareholders. The Rights Plan is intended to increase Critical
Path's ability to negotiate with potential acquiring companies to maximize
shareholder value and is not intended to interfere with takeover offers or other
strategic alternatives that the company's Board of Directors believes are in the
shareholders' best interests. The Rights Plan was not adopted in response to any
attempt to acquire the company.

     Under the plan, each Right will entitle shareholders to purchase a
fractional share of the company's preferred stock for $25.00. Initially, the
Rights will not be exercisable and will trade with Critical Path's common stock.
Generally, the Rights may become exercisable if a person or group acquires
beneficial ownership of 15 percent or more of Critical Path's common stock or
commences a tender or exchange offer upon consummation of which such person or
group would beneficially own 15 percent or more of Critical Path's common stock.

                                      -1-
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     Further details of the Rights Plan are outlined in a letter that will be
mailed to shareholders as of the record date. Additionally, a copy of the Rights
Plan will be filed shortly with the Securities and Exchange Commission.


About Critical Path

Critical Path, Inc. (NASDAQ: CPTH) ignites the power of information for
eBusiness by providing the Internet messaging infrastructure upon which the new
economy is built. The Company is a single resource that powers the flow of
mission-critical information through an integrated portfolio of secure
messaging, directory, data integration and collaboration solutions. Critical
Path's technology strengthens all aspects of the eBusiness value chain by
providing the messaging infrastructure that fuels customers' new and existing
eBusiness initiatives. Critical Path is headquartered in San Francisco, with
offices worldwide. More information on Critical Path can be found at www.cp.net.

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