<SUBMISSION>
<ACCESSION-NUMBER>0000921530-02-000185
<TYPE>SC 13G/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20020215
<GROUP-MEMBERS>PURNENDU CHATTERJEE
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>CRITICAL PATH INC
<CIK>0001060801
<ASSIGNED-SIC>7389
<IRS-NUMBER>911788300
<STATE-OF-INCORPORATION>CA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13G/A
<ACT>34
<FILE-NUMBER>005-56169
<FILM-NUMBER>02552164
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>320 FIRST STREET
<CITY>SAN FRANCISCO
<STATE>CA
<ZIP>94105
<PHONE>4158088800
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>320 FIRST STREET
<CITY>SAN FRNACISCO
<STATE>CA
<ZIP>94105
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>CHATTERJEE PURNENDU
<CIK>0000915989
<ASSIGNED-SIC>0000
<IRS-NUMBER>545217871
<STATE-OF-INCORPORATION>NY
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13G/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>SOROS FUND MANAGEMENT
<STREET2>888 SEVENTH AVE 33RD FLOOR
<CITY>NEW YORK
<STATE>NY
<ZIP>10106
<PHONE>2123975552
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>888 SEVENTH AVENUE
<CITY>NEW YORK
<STATE>NY
<ZIP>10106
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>criticalpath_13ga1-123101.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                               CRITICAL PATH, INC.
                               -------------------
                                (Name of Issuer)

                         Common Stock, $0.001 Par Value
                         ------------------------------
                         (Title of Class of Securities)

                                    22674V100
                                    ---------
                                 (CUSIP Number)

                                December 31, 2001
                                -----------------
                      (Date of Event which Requires Filing
                               of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

                  [_]     Rule 13d-1(b)
                  [X]     Rule 13d-1(c)
                  [_]     Rule 13d-1(d)


*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

                          Continued on following pages
                                Page 1 of 7 Pages
                              Exhibit Index: Page 6



<PAGE>


                                  SCHEDULE 13G

CUSIP No.  22674V100                                           Page 2 of 7 Pages


1        Names of Reporting Persons
         I.R.S. Identification Nos. of above persons (entities only)

                  PURNENDU CHATTERJEE (in the capacity described herein)

2        Check the Appropriate Box If a Member of a Group (See Instructions)

                                                   a.     [_]
                                                   b.     [X]

3        SEC Use Only

4        Citizenship or Place of Organization

                  UNITED STATES

                            5             Sole Voting Power
Number of                                          4,889,737
  Shares
Beneficially                6             Shared Voting Power
  Owned By                                         0
    Each
Reporting                   7             Sole Dispositive Power
    Person                                         4,889,737
    With
                            8             Shared Dispositive Power
                                                   0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    4,889,737

10       Check Box If the Aggregate Amount in Row (9) Excludes Certain
         Shares (See Instructions)

                                    [_]

11       Percent of Class Represented By Amount in Row (9)

                                    6.48%

12       Type of Reporting Person (See Instructions)

                                    IA



<PAGE>

                                                               Page 3 of 7 Pages

Item 1(a)         Name of Issuer:

                  Critical Path, Inc. (the "Issuer")

Item 1(b)         Address of the Issuer's Principal Executive Offices:

                  532 Folsom Street, San Francisco, California 94105

Item 2(a)         Name of Person Filing:

                  The Statement is filed on behalf of Purnendu  Chatterjee  (the
"Reporting Person"):

                  This Statement  relates to Shares (as defined herein) held for
the accounts of Winston Partners, L.P., a Delaware limited partnership ("Winston
L.P."),  Chatterjee  Fund  Management,  L.P.,  a  Delaware  limited  partnership
("CFM"), and the Reporting Person.

                  CFM is the  general  partner of  Winston  L.P.  The  Reporting
Person is the sole general partner of CFM.

Item 2(b)         Address of Principal Business Office or, if None, Residence:

                  The address of the principal  business office of the Reporting
Person is 888 Seventh Avenue, 30th Floor, New York, NY 10106.

Item 2(c)         Citizenship:

                  The Reporting Person is a United States citizen.

Item 2(d)         Title of Class of Securities:

                  Common Stock, $0.001 Par Value (the "Shares").

Item 2(e)         CUSIP Number:

                  22674V100

Item 3.           If this  statement  is filed  pursuant  to Rule  13d-1(b),  or
                  13d-2(b) or (c), check whether the person filing is a:

                  This Item 3 is not applicable.

Item 4.           Ownership:

Item 4(a)         Amount Beneficially Owned:

                  As of December 31, 2001,  the  Reporting  Person may be deemed
the beneficial owner of 4,889,737 Shares.  This number consists of (A) 2,903,537
Shares held for the account of Winston L.P (assumes  the exercise of  $9,200,000
principal amount of 5 3/4% Convertible  Notes Due 2005 into 90,662 Shares),  (B)
102,000 Shares held for the account of CFM and (C) 1,884,200 Shares held for the
account of the Reporting Person.

<PAGE>
                                                               Page 4 of 7 Pages

Item 4(b)         Percent of Class:

                  The  number of Shares of which  the  Reporting  Person  may be
deemed to be the beneficial owner constitutes  approximately  6.48% of the total
number of Shares  outstanding  (assumes  the  exercise of  $9,200,000  principal
amount of 5 3/4% Convertible Notes Due 2005 into 90,662 Shares).

Item 4(c)         Number of Shares that the Reporting Person has:

     (i)      Sole power to vote or direct the vote:                   4,889,737

     (ii)     Shared power to vote or to direct the vote                       0

     (iii)    Sole power to dispose or to direct the disposition of    4,889,737

     (iv)     Shared power to dispose or to direct the disposition of          0

Item 5.           Ownership of Five Percent or Less of a Class:

                  This Item 5 is not applicable.

Item 6.           Ownership  of More than  Five  Percent  on  Behalf of  Another
                  Person:

                  (i) The partners of Winston L.P. have the right to participate
in the receipt of dividends from, and proceeds from the sale of, the Shares held
for the account of Winston L.P. in accordance with their  partnership  interests
in Winston L.P.

                  (ii) The partners of CFM have the right to  participate in the
receipt of dividends  from,  and proceeds  from the sale of, the Shares held for
the account of CFM in accordance with their partnership interests in CFM.

Item 7.           Identification  and  Classification  of the  Subsidiary  Which
                  Acquired the Security  Being Reported on by the Parent Holding
                  Company:

                  This Item 7 is not applicable.

Item 8.           Identification and Classification of Members of the Group:

                  This Item 8 is not applicable.

Item 9.           Notice of Dissolution of Group:

                  This Item 9 is not applicable.

Item 10.          Certification:

                  By signing below the Reporting  Person  certifies that, to the
best of such person's  knowledge and belief,  the  securities  referred to above
were not  acquired  and are not held for the  purpose  of or with the  effect of
changing or  influencing  the control of the Issuer of such  securities and were
not  acquired and are not held in  connection  with or as a  participant  in any
transaction having such purpose or effect.



<PAGE>
                                                               Page 5 of 7 Pages


                                   SIGNATURES


After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.


Date: February 15, 2002                            PURNENDU CHATTERJEE


                                                   By: /s/ Vijay Chaudhry
                                                      --------------------------
                                                      Vijay Chaudhry
                                                      Attorney-in-Fact


<PAGE>


                                                               Page 6 of 7 Pages

                                  EXHIBIT INDEX
                                                                        Page No.
                                                                        --------
A.    Power of Attorney, dated as of February 13, 2002, granted
      by Dr. Purnendu Chatterjee in favor of Mr. Vijay Chaudhry........    7


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>3
<FILENAME>criticalpath_13ga1exa.txt
<TEXT>
<PAGE>
                                                               Page 7 of 7 Pages


                                    EXHIBIT A

                                POWER OF ATTORNEY


KNOW  ALL MEN BY  THESE  PRESENT,  that I,  PURNENDU  CHATTERJEE,  hereby  make,
constitute and appoint VIJAY CHAUDHRY as my agent and  attorney-in-fact  for the
purpose  of  executing  in my name or in my  personal  capacity  all  documents,
certificates,  instruments,  statements, filings and agreements ("documents") to
be filed with or delivered to any foreign or domestic governmental or regulatory
body or  required or  requested  by any other  person or entity  pursuant to any
legal  or  regulatory  requirement  relating  to  the  acquisition,   ownership,
management or  disposition  of securities  or other  investments,  and any other
documents  relating  or  ancillary  thereto,  including  but not limited to, all
documents  relating to filings  with the  Securities  Exchange  Act of 1934 (the
"Act") and the rules and regulations promulgated thereunder,  including: (1) all
documents  relating to the  beneficial  ownership of  securities  required to be
filed  with  the SEC  pursuant  to  Section  13(d) or  Section  16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule  13G and  any  amendments  thereto,  (b) any  joint  filing  agreements
pursuant to Rule 13d-1(f),  and (c) any initial  statements of, or statements of
changes in,  beneficial  ownership of securities on Form 3, Form 4 or Form 5 and
(2) any  information  statements  on Form 13F  required to be filed with the SEC
pursuant to Section 13(f) of the Act.

All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.

This power of attorney shall be valid from the date hereof until revoked by me.

IN  WITNESS  WHEREOF,  I have  executed  this  instrument  as of the 13th day of
February, 2002



                                                   /s/ Purnendu Chatterjee
                                                   -----------------------------
                                                   PURNENDU CHATTERJEE




</TEXT>
</DOCUMENT>
</SUBMISSION>
