Room 4561
						  June 14, 2006

Guido DiGregorio
Chief Executive Officer
Communication Intelligence Corporation
275 Shoreline Drive, Suite 500
Redwood Shores, CA 94065

Re:	Form 10-K/A for Fiscal Year Ended December 31, 2005
	Filed March 31, 2006

Dear Mr. DiGregorio:

      We have reviewed the above referenced filing and have the
following comments.  Please note that we have limited our review
to
only your financial statements and related disclosures and do not
intend to expand our review to other portions of your document.
Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

10-KSB/A for the Fiscal Year Ended December 31, 2005

Consolidated Statement of Operation, page F-3

1. We note that you sell products and services to your customers.
Tell us how you considered the requirements of Rule 5-03 of
Regulation S-X to disclose product and service revenues and their
respective costs separately.

Note 1.  Nature of Business, Basis of Presentation & Summary of
Significant Accounting Policies

Revenue Recognition, page F-12

2. We note that the Company`s software license agreement may
include
upgrades, enhancements and post contract support (pcs).  With
regards
to your multiple element arrangements, which include products and
services please explain the following:
* Tell us how you account for arrangements that include product
and
technical support services (PCS).  For instance, tell us if the
product licenses are term licenses or perpetual licenses and tell
us
your accounting treatment for each.
* Tell us your basis for deferring revenue for upgrades and
enhancements.  Also, tell us how you determined VSOE of fair value
for upgrades and enhancements.
* You indicate that VSOE of the fair value of each element is
determined by the price charged for same element when sold
separately
or the price determined by management.  Tell us how you determined
VSOE of fair value for pcs.  Refer to paragraph 10 of SOP 97-2.

Note 6.  Convertible Notes, page F-19

3. We note that you issued convertible notes and warrants in
connection with financing in November 2004.  Tell us how the
Company
considered whether the conversion right in the convertible debt
represents an embedded derivative.  That is any embedded
derivative
instrument must be analyzed under paragraphs 6 and 12 of SFAS 133.
Also, tell us how the Company determined that the warrants and
convertible debt meet the scope exception of paragraph 11(a).
Provide us with your analysis using the conditions outlined in
paragraphs 12 to 32 of EITF 00-19 to determine whether the
convertible debt and warrants should be classified in equity or as
a
liability.  We refer you to Section II.B of our website at
http://www.sec.gov/divisions/corpfin/acctdis120105.pdf for
guidance.
Also, please be advised that a beneficial conversion feature is
not
applicable when the conversion feature is bifurcated.

Other

4. It appears that you have previously filed registration
statements
on Form S-8.  Please revise your Form 10-K to include a consent
from
your independent accountant that incorporates by reference this
Form
10-K into the previously filed registration statement on Form S-8
in
November 6, 2000, if necessary.

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Kari Jin, Staff Accountant, at (202) 551-
3481,
Tom Ferraro, Senior Staff Accountant at (202) 551-3225 or me at
(202)
551-3730 if you have questions regarding these comments.


Sincerely,


      Kathleen Collins
      Accounting Branch Chief
Mr. Guido DiGregorio
Communication Intelligence Corporation
June 14, 2006
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