8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 14, 2008

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iPass Inc.

(Exact name of Registrant as specified in its charter)

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Delaware	000-50327	93-1214598
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

3800 Bridge Parkway, Redwood Shores, California	94065
(Address of principal executive offices)	(Zip Code)

 (650) 232-4100

(Registrant’s telephone number, including area code)

______________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On March 14, 2008, Allan R. Spies, the Lead Director of the Board of Directors of iPass Inc., sent a letter to Stanley Gold of Shamrock Capital Advisors, Inc. (“Shamrock”), responding to Shamrock’s Schedule 13D/A filing of March 3, 2008 and the letter included therein.  A copy of Mr. Spies’ letter is furnished as Exhibit 99.1 hereto.

On March 14, 2008, Kenneth Denman, the Chairman of the Board of iPass Inc., sent a letter to Stanley Gold of Shamrock, responding to Shamrock’s letter described in Shamrock’s Schedule 13D/A filing of March 5, 2008.  A copy of Mr. Denman’s letter is furnished as Exhibit 99.2 hereto.

On March 14, 2008, Bruce Posey, Senior Vice President and General Counsel of iPass Inc., sent a letter responding to Shamrock’s March 7, 2008 notice of intent to nominate directors for election and submit a stockholder proposal.  In Shamrock’s letter, Shamrock stated that it would take these actions if iPass’ Board of Directors were to “fail to appoint Mr. Stanley P. Gold to the Board (the “Gold Appointment”) in violation of the terms of the Company’s February 20, 2007 Agreement.”  Mr. Posey’s letter clarified that:

1. Shamrock does have the right to have Mr. Gold replace Mr. Peter Clapman in the Board’s slate of nominees for election at the upcoming annual meeting, provided that Mr. Gold is “acceptable to iPass in the good faith reasonable discretion of the Board,”  and that iPass fully intends to comply with the February 20, 2007 letter agreement between iPass and Shamrock (the “Agreement”);

2. Because iPass is fully in compliance with the Agreement, and Shamrock continues to have a designee serving on the iPass Board, Shamrock’s threats are in direct violation of the Agreement; specifically, Shamrock's actions are in direct violation of Sections 5(a), 5(b) and 5(c) of the Agreement; and

3. Just as iPass intends to comply with the Agreement, it expects Shamrock to comply as well, and iPass insists Shamrock promptly withdraws its letter.

Item 9.01 Financial Statements and Exhibits.

Exhibit	Description
99.1	Letter from Allan R. Spies to Stanley Gold of Shamrock Capital Advisors, Inc.

99.2 Letter from Kenneth Denman to Stanley Gold of Shamrock Capital Advisors, Inc.

SIGNATURES

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

iPass Inc.
By:	/s/ Bruce K. Posey
	Name:	Bruce K. Posey
	Title:	Senior Vice President, General Counsel and Secretary

Dated:  March 14, 2008

EXHIBIT INDEX

Exhibit	Description
99.1	Letter from Allan R. Spies to Stanley Gold of Shamrock Capital Advisors, Inc.

99.2 Letter from Kenneth Denman to Stanley Gold of Shamrock Capital Advisors, Inc.

EX-99.1

Exhibit 99.1

March 14, 2008

Stanley P. Gold

President

Shamrock Capital Advisors, Inc.

4444 Lakeside Drive

Burbank, CA 91505

Dear Stanley: 

I am responding to your letter to me dated March 3, 2008 concerning iPass, Inc., which you also filed on a Schedule 13D/A with the SEC.  In that letter you state that my previous letter to you of February 11, 2008 did “not address the merits of a sale process.”  Of course it did not.  As with any public company, iPass does not comment on matters of this nature.  As I stated to you in my letter, “It is our belief that the proper forum for discussions of strategic matters involving the company is the Board room, not the public forum you have chosen.”  iPass continues to believe this, and will not change its position for you.

The purpose of my February 11 letter was to disagree with the disparaging statements that you made about management and the Board, and to advise you that your actions are ill advised and have created a level of uncertainty regarding iPass and its strategic direction that has undermined the interests of the stockholders of iPass.  Your March 3 letter and your ongoing public campaign to disparage iPass’s management and board further threaten shareholder interests.  Obviously, we continue to disagree with you strongly on these matters.

Further, you state in your letter that you were “appalled to learn” that one of our Board members recently approached Michael McConnell suggesting or implying a possible “green mail” transaction.    I would imagine that you would be appalled to learn this, if that were the case; however, you were misinformed.   I have confirmed that this did not occur.  I do not know what Mr. McConnell’s motivation was for miscommunicating such a thing to you, if he did, or what your motivation was for asserting this, if he did not, but the fact of the matter is that no Board member approached Michael McConnell suggesting or implying a possible “green mail” transaction.

Please note that you will be receiving a separate letter from Ken Denman, Chairman of the Board of iPass, regarding the decision of Shamrock Activist Value Fund, L.P. (“Shamrock”) to designate you to be one of Shamrock’s designees to the iPass Board, to replace Peter Clapman as a Shamrock designee.  We note that Mr. Clapman has resigned from his position on the Shamrock Advisory Panel subsequent to Shamrock’s January 9, 2008 Schedule 13D/A filing, and is no longer affiliated with Shamrock.   Speaking for myself, I want to let you know that I think that Mr. Clapman has been a productive and positive addition to the Board, and I have been pleased with his engagement and focus on shareholder interests.

Regards,

 /s/ Allan R. Spies

Allan R. Spies

Lead Independent Director

EX-99.2

Exhibit 99.2

March 14, 2008

Michael J. McConnell

Vice President

Shamrock Partners Activist Value Fund L.L.C.

4444 Lakeside Drive

Burbank, CA 91505

Dear Michael: 

I am responding to your letter to the Board of Directors of iPass Inc. dated March 4, 2008, regarding the decision of Shamrock Activist Value Fund, L.P. (“Shamrock”) to designate Stanley Gold to be one of Shamrock’s designees to the iPass Board.  This designation was purportedly made pursuant to the February 20, 2007 letter agreement between iPass and Shamrock and its affiliated entities (the “Agreement”).

Pursuant to the Agreement, Shamrock is entitled to have Mr. Gold included in the slate of nominees for election at the upcoming iPass annual meeting of stockholders, provided that Mr. Gold is “acceptable to iPass in the good faith reasonable discretion of the Board.”  Needless to say, iPass fully intends to comply with the Agreement.  Consequently, we would like to arrange for Mr. Gold to meet with the Corporate Governance and Nominating Committee at the earliest time that is convenient for both Mr. Gold and the Corporate Governance and Nominating Committee.  Please contact Bruce Posey, General Counsel to iPass, to arrange that meeting.

Your letter also states that you expect that Mr. Gold will promptly be appointed to the Board.  The Agreement does not provide Shamrock with the right to have Mr. Gold appointed to the Board absent a previous Shamrock designee leaving the Board.  This has not occurred.

Last, iPass received a letter from David K. Robbins of Bingham McCutchen LLP on behalf of Shamrock dated March 7, 2008.  In that letter Shamrock has proposed candidates to the Board in direct violation of Section 5(b) of the Agreement, implicitly threatened to vote for such candidates which would be in violation of Section 5(a) of the Agreement, and has made a stockholder proposal in direct violation of Section 5(c) of the Agreement.  We expect that Shamrock will direct Mr. Robbins to immediately and unequivocally withdraw the letter.

Regards,

/s/  Ken Denman

Ken Denman

Chairman & CEO