10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________

FORM 10-K/A

(Amendment No. 2)

X  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2007

___  Transition report pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 For the transition period from ___ to ___

Commission File No. 0-19301

Communication Intelligence Corporation

 (Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 94-2790442 (I.R.S. Employer Identification No.)

275 Shoreline Drive, Suite 500 Redwood Shores, California (Address of principal executive offices)   94065 (Zip Code)

Registrant’s telephone number, including area code: 650-802-7888

Securities registered under Section 12(b) of the Securities Exchange Act:  None

Securities registered pursuant to Section 12(g) of the Act:Common Stock, $.01 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes[   ]   No. [ X ].

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.  Yes  [   ]   No.  [X ].

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  [ X ]   No  [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference into Part III of this Form 10-K or any amendment to this Form 10-K.   [ X ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the securities Exchange act of 1934 (check one): Large accelerated filer [   ] Accelerated filer [   ] Non-accelerated filer [   ] Small reporting company [ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2)

Yes  [   ]  No  [ X ]

The aggregate market value of the voting stock (Common Stock) held by non-affiliates of the registrant as of June 30, 2007 was approximately $20,105,160 based on the closing sale price of $0.19 on such date, as reported by the Nasdaq Over-the-Counter Market. The number of shares of Common Stock outstanding as of the close of business on March 11, 2008 was 129,057,161.

EXPLANATORY NOTE

This Amendment No. 2 to the Annual Report on Form 10-K for the Registrant for the fiscal year ended December 31, 2007 (the “Original Report”) is being filed for the purposes of (i) amending Item 13 of the Original Report to include additional disclosure required by Item 404 of Regulation S-K relating to a Consulting Agreement entered into by the Registrant with GSMeyer & Associates LLC and (ii) filing an unredacted copy of the Consulting Agreement as Exhibit 10.42.  The Registrant previously reported its entry into the Consulting Agreement in its Current Report on Form 8-K filed with the Securities and Exchange Commission on January 9, 2008.

Other than the amendment to Item 13 to include additional disclosure required by Item 404 of Regulation S-K relating to a Consulting Agreement entered into by the Registrant with GSMeyer & Associates LLC and (ii) filing an unredacted copy of the Consulting Agreement as Exhibit 10.42, this Amendment No. 2 does not affect any other items in our Original Report.  As required by Rule 12b-15 under the Securities Exchange Act of 1934, new certifications of our principal executive officer and principal financial officer are being filed as exhibits to this Amendment No. 2.  Except for the change described above, this Amendment No. 2 does not change any previously reported financial results, modify or update disclosures in the Original Report, or reflect events occurring after the date of the filing of the Original Report.

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Item 13. Certain Relationships and Related Transactions, and Director Independence.

Procedures for Approval of Related Person Transactions

In accordance with our Code of Business Conduct and Ethics, we submit all proposed transactions involving our officers and directors and related parties, and other transactions involving conflicts of interest, to the Board of Directors or the Audit Committee for approval. Each of the related party transactions listed below that were submitted to our board were approved by a disinterested majority of our Board of Directors after full disclosure of the interest of the related party in the transaction.

Compensation Committee Interlocks and Insider Participation in Compensation Decisions

Our Compensation Committee is currently comprised of Messrs. Panetta and Sung, both of which are independent directors.

Director Independence

The Board of Directors has determined that Messrs. Panetta, Sung, Welch, and Meyer are “independent,” as defined under and required by the federal securities laws and the rules of the Nasdaq Stock Market.

Related Party Transactions

Michael W. Engmann, together with his affiliates, holds approximately 6% of the Company’s issued and outstanding stock. In August 2006, the Company entered into the August 2006 Purchase Agreement to which Mr. Engmann was a party.  The Company secured the right to borrow up to $600 under the August 2006 Purchase Agreement.  In November 2006 the Company borrowed the full amount of $600, of which $450 pertains to Mr. Engmann and the remaining $150 to an unrelated third party. The Company issued warrants to purchase 3,111 of the Company’s common stock related to the August 2006 Purchase Agreement.  The notes are due May 17, 2008 and bear interest at the rate of 15% per annum payable quarterly in cash. The warrants have a term of three years beginning June 30,2007 and an exercise price of $0.51.

In February 2007, the Company entered into a Note and Warrant Purchase Agreement (the “February 2007 Purchase Agreement”) and a Registration Rights Agreement (the “February 2007 Registration Rights Agreement”), each dated as of February 5, 2007, with the Affiliated Stockholder.  The Company secured the right to borrow up to six hundred thousand dollars ($600). On March 15, 2007 the Company and the Affiliated Stockholder amended the February 2007 Purchase Agreement to increase the maximum amount of borrowing from $600, to $1,000. The terms of the February 2007 Purchase Agreement and 2006 Purchase Agreement are identical with the exception that the maximum number of warrants that may be issued under the February 2007 Purchase Agreement is 5,185 rather than 3,111. On March 30, 2007, and April 1, 2007 the Company borrowed $670 and $50 under the February 2007 Purchase Agreement of which $320 pertains to Mr. Engmann and the remaining $400 from unrelated third parties.  The proceeds were used for working capital purposes. The warrants have a three year life, become exercisable on June 30, 2007, and have an exercise price of $0.51.  The warrants included piggyback registration rights for the underlying shares to participate in any future registrations of the Company’s common stock.  The shares were registered with the Company’s Form S-1/A which was declared effective December 28, 2007.

On June 15, 2007, the Company entered into a Note and Warrant Purchase Agreement (the “June 2007 Purchase Agreement”) and a Registration Rights Agreement (the “June 2007 Registration Rights Agreement”), each dated as of June 15, 2007. The Company secured the right to borrow up to $1,000.  The June 2007 Purchase Agreement required the Company to draw $400 of the funds upon signing.  As of December 31, 2007, the Company had borrowed $400 under this facility, all pertaining to Mr. Engmann, and the option to borrow the remaining $600 lapsed as of that date. The Company used the proceeds of the financing for working capital purposes.  The note bears interest at the rate of 15% per annum payable quarterly in cash. The Company issued 3,168 warrants to purchase shares of its common stock at an exercise price of $0.25. The warrants have a three year life and included piggyback registration rights for the underlying shares to participate in any future registrations of the Company’s common stock.  The shares were registered with the Company’s Form S-1/A which was declared effective December 28, 2007.

The Company paid approximately $102 in interest to Mr. Engmann as of December 31, 2007 related to the above Notes. (See Note 4 of Notes to Consolidated Financial Statements on page F-19 for additional details.)

On January 9, 2008, the Company entered into the Company’s standard form of Consulting Agreement (the “Consulting Agreement”) with GSMeyer & Associates LLC (the “Consultant Entity”), an entity of which Garry Meyer, a director of the Company, is a principal.  Mr. Meyer owns 50% of the Consultant Entity’s outstanding equity, and Mr. Meyer’s spouse owns the other 50% of the Consultant Entity’s outstanding equity.  Mr. Meyer and his spouse share in the profits of the Consultant Entity in accordance with their ownership percentages.  Under the terms of the Consulting Agreement, the Consultant Entity is authorized to market the Company’s products as an independent contractor of the Company. The Consultant Entity is paid commissions equal to seven percent (7%) of the license fees, professional service fees and of first year maintenance fees on sales closed with GE, WaMu, State Street Bank, ING (of Eastern Europe) and The Hartford, subject to the Company having received payment of such fees from such customers prior to the payment of the above described commissions.  The Consultant Entity is also entitled to reimbursement of reasonable travel and other out-of-pocket expenses incurred in the performance of its obligations under the Consulting Agreement, provided that the Consultant Entity provides receipts and obtains prior approval from the Company’s Chief Executive Officer for such expenses. Either the Company or the Consultant Entity may terminate the Consulting Agreement at any time upon thirty days’ written notice to the other party.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized, in the City of Redwood Shores, State of California, on May 21, 2008.

Communication Intelligence Corp.
By:	/s/ Francis V. Dane Francis V. Dane (Principal Financial Officer and Officer Duly Authorized to Sign on Behalf of the Registrant)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant and in the capacities indicated on May 21, 2008.

Signature	Title
/s/ Guido DiGregorio Guido DiGregorio	Chairman, President and Chief Executive Officer (Principal Executive Officer)
/s/ Francis V. Dane Francis V. Dane	Chief Legal Officer and Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ Garry Meyer Garry Meyer	Director
Louis P. Panetta	Director
/s/ Chien Bor Sung Chien Bor Sung	Director
/s/ David Welch David Welch	Director

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EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Guido DiGregorio, certify that:

1. I have reviewed this report on Form 10-K of Communication Intelligence Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 21, 2008

/s/ Guido DiGregorio

Chairman, Chief Executive Officer

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EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Francis V. Dane, certify that:

1. I have reviewed this report on Form 10-K of Communication Intelligence Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 21, 2008

/s/ Francis V. Dane

Principal Financial Officer

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EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Communication Intelligence Corporation (the “Company”) on Form 10-K for the annual period ended December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Guido DiGregorio, Chairman and Chief Executive Officer, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date;           May 21, 2008

By: /s/ Guido D. DiGregorio

Chairman and Chief Executive Officer

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EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Communication Intelligence Corporation (the “Company”) on Form 10-K for the annual period ended December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Francis V. Dane, Principal Financial Officer, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:           May 21, 2008

By: /s/ Francis V. Dane

Principal Financial Officer

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EX-10.42

COMMUNICATION INTELLIGENCE CORPORATION

275 Shoreline Drive, Suite 500

Redwood Shores, California 94065

Consulting Agreement

Name:GSMeyer & Associates LLC

Address:4 Nersesian Way

City/State/Zip:Hampton, NH 03842

Telephone:603-502-7978

1.Communication Intelligence Corporation (the "Company" or “CIC”) wishes to obtain your services as a consultant on projects agreed by you and the Company in writing.  The initial project on which you are to work is described in Exhibit A attached hereto.  This letter shall constitute an agreement ("the Agreement") between you and the Company and contains all the terms and conditions relating to the services you are to provide.  All work shall be work made for hire.

2.Either you or the Company may terminate this Agreement at any time by at least thirty (30) days prior written notice.

3.As consideration for your services and other obligations you will be paid at the rate set forth on Exhibit A attached hereto for work on the project.

4. It is agreed that you will use your own office space, supplies, tools, materials and office supplies.

5.You shall be reimbursed for reasonable travel and other out-of-pocket expenses incurred by you in connection with your services under this Agreement, provided that you provide receipts and obtain prior approval of the officer of the Company named on Exhibit A (the "Responsible Officer") for such expenses. Expenses including, but not limited to, professional association membership fees, education, compensation to subcontractors and the cost of appropriate business insurance are not reimbursable by the Company as they are considered expenses incurred in maintaining a consulting business.

6.Your relationship with the Company shall be that of an independent contractor and not that of an employee.  You will not be eligible for any employee benefits, nor will the Company make deductions from your fees nor make payment for social security, state or federal income tax, state or federal unemployment insurance, or disability insurance, all of which shall be your responsibility. The Company will not obtain workers' compensation insurance for you. You shall have no authority to enter into contracts which bind the company or create obligations on the part of the Company without the express prior written authorization of the Company.

7.All services to be performed by you will be as agreed between you and the Responsible Officer of the Company. There will be no supervision exercised over the details, means or process of your work and the Company does not retain the right to control these details. You shall report to the Responsible Officer concerning your services performed under this Agreement. The nature and frequency of these reports will be left to the discretion of the Responsible Officer. This Agreement will have no formal reporting requirements except as to the progress of the project, which may be subject to a deadline.

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8.Consultant acknowledges that in connection with this Agreement it will receive information confidential and proprietary to CIC.  Consultant agrees not to use such information except in the performance of this Agreement, and not to disclose such information to any other party except for the purposes hereof and only to a party bound by like obligations of confidentiality.

9.Neither Consultant nor any of its Associates shall remove any CIC property from CIC's premises without the prior written consent of CIC.  All Deliverables, established by this agreement, shall be the sole property of CIC, and Consultant hereby assigns to CIC all right, titles and interest in and to the Deliverables, including but not limited to all patent rights, copyrights (including audio-visual copyrights), trade secret rights and copyrights to future projects.  During and after the term of this Agreement, Consultant shall assist CIC and its nominees in every reasonable way, at CIC's expense, to document, secure, maintain and defend for CIC's own benefit in any and all countries all copyrights (including audio-visual copyrights), patent rights, trade secret rights and other proprietary rights in and to the Deliverables.  Consultant at CIC's request will execute whatever documents are necessary to secure CIC's rights in proprietary information including copyrights.

10.The Company understands that you do not presently perform or intend to perform, during the term of this Agreement, consulting or other services for any other companies where your service might represent a conflict of interest to CIC (except for the companies, if any, listed in Exhibit B attached hereto).  If, however, you decide to do so, you agree to notify the Company in writing in advance (specifying the organization with which you propose to consult) and provide information sufficient to allow the Company to determine if such consulting would conflict with areas of interest to the Company or further services which the Company might request of you pursuant to this Agreement.

11.Provided it does not materially interfere with your performance under this Agreement, and subject to the notice provision of paragraph 10, you may, during the term of this Agreement, render services on your own account or for any other person or entity as a consultant.

12.You shall obtain business liability insurance and workers' compensation insurance, if required by law, covering yourself and/or your employees during the term of this Agreement. You may select the carrier for these insurance policies. You shall pay the premiums for these insurance policies and these premiums shall not be reimbursable by the Company.

13.You are advised to seek independent tax and legal advice concerning this Agreement and are not relying on any tax, legal or other advice concerning this Agreement from the Company or from any other firms providing professional services for the Company.

14.Any amendment to this Agreement must be in writing signed by you and the Company.

15.All notices, requests and other communications called for by this Agreement shall be deemed to have been given if made in writing and mailed, postage prepaid if to you at the address set forth above and if to the Company to Communication Intelligence Corporation, 275 Shoreline Drive, Suite 500, Redwood Shores, CA 94065, or to such other addresses as either party shall specify to the other.

   16.The validity, performance and construction of this Agreement shall be governed by the laws of the State of California, without regard to those provisions related to choice of laws.

17.This Agreement supersedes any prior consulting or other agreements between you and the Company.

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If this Agreement is satisfactory, you should execute two copies, return one to us, and retain a copy for your file.

 Sincerely,                                  &# 160;                         AGREED AND ACCEPTED:

Communication Intelligence Corporation                                                                                                           GSMeyer & Associates LLC

BY:                      /s/ Frank V. Dane	BY:                         /s/Ellen Meyer
Print Name:              Frank V. Dane	Print Name:                Ellen Meyer
Title:                         Chief Financial & Legal Officer	Title:                           Managing Director
Date:                         1/9/2008	Date:                           1/3/2008

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EXHIBIT A

DESCRIPTION OF INITIAL CONSULTING PROJECT:

Licensing of CIC’s products to the target accounts as specified below.  The list of target accounts may be amended, in writing, from time to time by mutual agreement between the parities:

GE     WaMu

State Street Bank    ING (Eastern Europe)

The Hartford

COMPENSATION FOR INITIAL PROJECT:

Seven percent (7%) of license fees, professional service fees and of first year maintenance fees on sales closed with target accounts.

Payment shall be made to Consultant within ten business days of receipt by CIC of payment from the applicable customer.

RESPONSIBLE COMPANY OFFICER:Guido DiGregorio

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EXHIBIT B

LIST OF COMPANIES WHICH MAY BE COMPETITIVE TO CIC FOR WHICH CONSULTING SERVICES ARE PRESENTLY BEING PERFORMED:

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