(Check One):	UNITED STATES
x  Form 10-K	SECURITIES AND EXCHANGE COMMISSION
¨  Form 20-F	Washington, D.C. 20549
¨  Form 11-K
¨  Form 10-Q	FORM 12b-25	SEC FILE NUMBER: 0-25331
¨  Form 10-D		CUSIP NUMBER 22674V10 0
¨  Form N-SAR
¨  Form N-CSR	NOTIFICATION OF LATE FILING

For Period Ended: December 31, 2005

¨  Transition Report on Form 10-K

¨  Transition Report on Form 20-F

¨  Transition Report on Form 11-K

¨  Transition Report on Form 10-Q

¨  Transition Report on Form N-SAR

For the Transition Period Ended:                                                              

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:            

PART I — REGISTRANT INFORMATION

Critical Path, Inc.

Full Name of Registrant

Former Name if Applicable

2 Harrison Street, Suite 200

Address of Principal Executive Office (Street and Number)

San Francisco, California 94105-1204

City State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
x	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.

The registrant will not file its Form 10-K by March 31, 2006 because it will be unable to complete the preparation of its consolidated financial statements by the initial filing date without unreasonable effort or expense. As a result of the registrant’s preparation of separate financial statements for its Hosted Messaging assets in order to enable the buyer of such assets to comply with Item 9.01 of Form 8-K, which was filed on March 21, 2006, significant internal and external resources were diverted to such effort and were therefore unable to complete the consolidated financial statements of the registrant.

The registrant is not currently aware of any pending adjustments that are required to be made to previously released financial information contained in the registrant’s press release issued on February 27, 2006 and furnished to the Commission on Form 8-K dated February 27, 2006, other than immaterial adjustments as a result of our formal end of period closing procedures.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

James A. Clark (Name)     415     (Area Code) 541-2500 (Telephone Number)

(2) Have all other periodic reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).    x  Yes    ¨  No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?    ¨  Yes    x  No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Critical Path, Inc.

             (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 3, 2006	By:	/s/ Michael J. Zukerman
		Michael J. Zukerman
		Executive Vice President, General Counsel and Secretary