SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K

CURRENT REPORT



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



Date of Report: March 18, 1997
(Date of earliest event reported: March 11, 1997)



                      EXPERTELLIGENCE, INC.                   
(Exact Name of Registrant as specified in its charter)

                            California                        
(State or other jurisdiction of incorporation)


                                                              
(Commissioner File Number)   (IRS Employer Identification No.)

    203 Chapala Street, Santa Barbara, California 93101      
         (Address of principal executive offices)


                        (805) 962-2558                        
(Registrant's telephone number, including area code)


                          Not Applicable                      
(Former name or former address, if changed since last report)







ITEM 5.	Acquisition or Disposition of Assets

	On March 11, 1997, Registrant entered into a Stock 
Acquisition Agreement (the "Stock Agreement") with Cerebral 
Systems Development Corp., a corporation organized under the laws 
of the Province of Ontario, Canada ("CSD"), and the shareholders 
of CSD.  Under the Stock Agreement, Registrant acquired all of 
the issued and outstanding shares of capital stock of CSD.  Under 
the Stock Agreement Registrant issued to the shareholders of CSD 
a total of 40,000 shares of its Common Stock and US$28,782 in 
cash.  Registrant presently intends to continue to operate CSD as 
a wholly-owned Canadian subsidiary.

	In connection with the acquisition of the stock of CSD, 
Registrant has entered into an Employment Agreement with Stephen 
P. Owens, the past President and principal technical officer of 
CSD, and Registrant and CSD have entered into a Right of First 
Refusal Agreement with Mr. Owens.  Under the Employment 
Agreement, Mr. Owens will receive a salary of C$96,000 per year.  
The Employment Agreement may be terminated by either party on six 
(6) months notice.  Under the Right of First Refusal Agreement, 
in the event Registrant or CSD files for bankruptcy protection or 
on the occurrence of certain other events, Mr. Owens will have 
the right to purchase from CSD or Registrant certain computer 
software products of CSD at a price equal to the products then 
fair market value.

	The foregoing discussion is qualified by the terms of the 
Stock Agreement and the Employment Agreement, copies of which are 
attached as an Exhibits to this Report.

ITEM 7.	Financial Statements and Exhibits

	(a), (b)  Financial Statements and Pro Forma Financial 
Information

	Registrant is not required to file financial statements or 
pro forma financial information.

	(c)  Exhibits

	2.1  Stock Acquisition Agreement dated as of March 11, 1997, 
by and among ExperTelligence, Inc., Cerebral Systems Development 
Corp., and the shareholders of CSD, without Schedules and 
Exhibits. Registrant will furnish supplementally a copy of any 
omitted Schedule or Exhibit that the Commission may request.

	2.2  Employment Agreement between Cerebral Systems 
Development Corp. and Stephen P. Owens.

	2.3  Right of First Refusal Agreement between Registrant, 
Cerebral Systems Development Corp. and Stephen P. Owens.
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.

						EXPERTELLIGENCE, INC.
						 a California corporation


Date:                  		By                                 
						   Denison W. Bollay, President