SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE

13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)*

iPass Inc.

(Name of Issuer)

Common Shares, $.001 Par Value

(Title of Class of Securities)

42621V108

(CUSIP Number)

David K. Robbins, Esq.

Bingham McCutchen LLP

355 South Grand Avenue, 44^th Floor

Los Angeles, CA 90071

(213) 680-6400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 20, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* 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 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, as amended (“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).

INTRODUCTION

This statement amends the Schedule 13D filed on May 23, 2005, as amended on August 5, 2005, November 9, 2005, February 6, 2006, May 16, 2006, June 26, 2006, August 1, 2006, August 15, 2006, September 28, 2006, October 10, 2006 and January 12, 2007 (the “Amended Schedule 13D”), by Shamrock Activist Value Fund, L.P., a Delaware limited partnership (“SAVF”), Shamrock Activist Value Fund II, L.P., a Virginia limited partnership (“SAVF II”), Shamrock Activist Value Fund III, L.P., a Delaware limited partnership (“SAVF III” and, together with SAVF and SAVF II, the “Shamrock Activist Value Fund”), Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company (the “General Partner”), and Shamrock Partners Activist Value Fund, L.L.C., a Delaware limited liability company (“Shamrock Partners” and collectively with SAVF, SAVF II, SAVF III and the General Partner, the “Reporting Persons”), with respect to Common Shares, $.001 par value per share (“Common Shares”), of iPass Inc., a Delaware corporation (“iPass”). Capitalized terms used and not defined in this Amendment No. 11 shall have the meanings set forth in the Amended Schedule 13D. Except as specifically provided herein, this Amendment No. 11 does not modify any of the information previously reported on the Amended Schedule 13D.

1. ITEM 4 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 4. Purpose of Transaction.

On February 20, 2007, the Reporting Persons entered into an agreement with iPass, pursuant to which iPass agreed to increase the number of authorized members of the iPass Board of Directors to nine. iPass also agreed to appoint Michael J. McConnell and Peter C. Clapman to fill the two newly-created seats on the Board, effective as of February 21, 2006.

Mr. McConnell is a Managing Director of Shamrock Capital Advisors, Inc., the investment manager for the Shamrock Activist Value Fund. Mr. Clapman recently retired as Senior Vice President & Chief Counsel for TIAA-CREF and is currently on the Advisory Panel of the General Partner.

Pursuant to the agreement with iPass, for so long as the Reporting Persons continue to own not less than 3.5% of the outstanding iPass Common Stock, the Reporting Persons have the right to have one person designated by SAVF included in the Board’s slate nominated for election to the Board. Additionally, for so long as the Reporting Persons continue to own not less than 10% of the outstanding iPass Common Stock, the Reporting Persons have the right to have a second person designated by SAVF included in the Board’s slate nominated for election to the Board.

In accordance with the agreement with iPass, for so long as the Reporting Persons have at least one designee serving as a member of the Board, the Reporting Persons (i) will vote all of the shares

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they own in support of each slate of directors nominated by the Board, (ii) will not propose any candidate for election as a director of iPass except as provided in the agreement, and (iii) will not publicly propose any proxy resolutions for approval by iPass stockholders. The Reporting Persons are not precluded from proposing stockholder resolutions or suggesting Director nominees to the Board or Committees thereof.

Pursuant to the agreement, SAVF also agreed to withdraw its previously announced notice of intent to nominate Directors for election at the 2007 Annual Meeting of iPass Stockholders and SAVF and iPass agreed to execute and file a stipulation of dismissal of the books and records action brought by SAVF in the Delaware Court of Chancery.

The foregoing description of the agreement is qualified in its entirety by the complete text of the agreement, which is attached hereto as Exhibit 20 and incorporated herein by this reference.

2. ITEM 5 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 5. Interests in Securities of the Issuer.

Pursuant to the terms of iPass’s 2003 Non-Employee Directors Plan, upon appointment to the Board, Messrs. McConnell and Clapman each received options to purchase thirty thousand (30,000) shares of Common Stock and a Restricted Stock Award of ten thousand (10,000) shares of Common Stock. One-third (1/3rd) of the options granted vest twelve (12) months following the date of grant and the remainder vest in twenty-four (24) equal monthly tranches over the succeeding twenty-four (24) months. One-third (1/3rd) of the shares under the Restricted Stock Award vest on each of the first three (3) anniversaries of the date of grant. The Reporting Persons disclaim beneficial ownership of the securities granted to Messrs. McConnell and Clapman as described above.

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3. ITEM 7 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 7. Material to be Filed as Exhibits.

		Document
Exhibit 20	—	Letter Agreement, dated February 20, 2007, between Shamrock Activist Value Fund, L.P. and its affiliates and iPass Inc.
Exhibit 21	—	Joint Filing Agreement, dated February 6, 2006, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: February 22, 2007

SHAMROCK ACTIVIST VALUE FUND, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C., its general partner
By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member
By:	/s/ Michael J. McConnell
Name:	Michael J. McConnell
Title:	Vice President
SHAMROCK ACTIVIST VALUE FUND II, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C., its general partner
By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member
By:	/s/ Michael J. McConnell
Name:	Michael J. McConnell
Title:	Vice President
SHAMROCK ACTIVIST VALUE FUND III, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C., its general partner
By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member
By:	/s/ Michael J. McConnell
Name:	Michael J. McConnell
Title:	Vice President

SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.
By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member
By:	/s/ Michael J. McConnell
Name:	Michael J. McConnell
Title:	Vice President
SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.
By:	/s/ Michael J. McConnell
Name:	Michael J. McConnell
Title:	Vice President

Exhibit Index

		Document
Exhibit 20	—	Letter Agreement, dated February 20, 2007, between Shamrock Activist Value Fund, L.P. and its affiliates and iPass Inc.
Exhibit 21	—	Joint Filing Agreement, dated February 6, 2006, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

EX-20

Exhibit 20

iPass Inc.

3800 Bridge Parkway

Redwood Shores, California 94065

February 20, 2007

Mr. Michael McConnell

Shamrock Activist Value Fund, L.P.

4444 Lakeside Drive

Burbank, California 91505

The following sets forth the agreement between Shamrock Activist Value Fund, L.P. (“SAVF”) and its affiliates listed in the signature blocks below (collectively, “Shamrock”) and iPass Inc. (“iPass”):

1. The number of directors constituting the full Board of Directors of iPass (the “Board”) will be increased by iPass to nine directors within one business day after execution of this agreement by all parties hereto. Mr. Michael McConnell will be appointed to the Board effective on the first business day following the execution of this agreement by all parties hereto, to fill one of the newly-created directorships, and will be appointed to the class of Directors to be elected at the 2007 annual meeting of stockholders. Mr. Peter Clapman will be appointed to the Board effective on the first business day following the execution of this agreement by all parties hereto, to fill the other newly-created directorship, and will be appointed to the class of Directors to be elected at the 2008 annual meeting of stockholders.

2. For so long as Shamrock continues to own not less than 3.5% of the iPass outstanding common stock, Shamrock shall have the right to have one representative designated by SAVF included in the Board’s slate nominated for election to the Board (unless a Shamrock designee is then serving on the Board in a class of Directors the term of which does not expire in that year), and for so long as Shamrock continues to own not less than 10% of the iPass outstanding common stock, Shamrock shall have the right to have a second representative designated by SAVF included in the Board’s slate nominated for election to the Board (unless two Shamrock designees are then serving on the Board in classes of Directors the terms of which do not expire in that year), in each case provided that such Shamrock designee is acceptable to iPass in the good faith reasonable discretion of the Board, and iPass will use its commercially reasonable efforts to secure the election to the Board of each such Shamrock designee. iPass hereby confirms that each of Mr. McConnell and Mr. Clapman is reasonably acceptable to the Board, and their appointments to the Board in satisfaction of the requirements of paragraph 1 meet the requirements of this paragraph 2. For avoidance of doubt, Shamrock shall not have the right to have a representative designated by SAVF included in the Board’s slate nominated for election to the Board if the election of such Shamrock designee would cause more than two Shamrock designees to be serving on the Board (or more than one Shamrock designee to be serving on the Board if Shamrock owns less than 10% of the iPass outstanding common stock).

3. If any Shamrock designee is unable or unwilling to continue to serve on the Board and as a result there is a vacancy created on the Board, the Board shall, consistent with its fiduciary duties, appoint a replacement designated by Shamrock to fill the resulting vacancy, provided that the Shamrock designee otherwise satisfies the requirements for nomination set forth in the preceding paragraph. Shamrock agrees that, in the event that more Shamrock designees are serving on the Board than the number which Shamrock is then entitled to nominate pursuant to the preceding paragraph, then Shamrock will use its commercially reasonable efforts, if requested by the Board acting by majority vote, to cause one or more of its designees to resign immediately from the Board.

4. If a Shamrock designee meeting the requirements of the preceding paragraphs is in a class to be elected at an iPass annual stockholders meeting, or if the Board is de-classified, then, for so long as such Shamrock designee meets the requirements for nomination set forth in the preceding paragraphs, the Board shall, consistent with its fiduciary duties, (i) nominate such Shamrock designee for election at such annual stockholders meeting, and (ii) recommend and use its commercially reasonable efforts to support each such Shamrock designee’s election to the Board.

5. For so long as Shamrock has at least one Shamrock designee serving as a member of the Board and the Board and iPass otherwise are in compliance with this agreement, and thereafter until such time as SAVF advises iPass in writing that iPass is no longer obligated to nominate or appoint any Shamrock designees to the Board under this agreement (which notice shall be binding on all Shamrock entities):

(a) Shamrock will vote all of the shares it owns in support of each slate of Directors nominated by the Board (and will not support or participate in any “withhold the vote” or similar campaign, or support any other nominees other than the slate of Directors nominated by the Board);

(b) Except for candidates SAVF is entitled to have appointed pursuant to paragraph 1 or nominated as Shamrock designees pursuant to paragraph 2 or designated as a replacement for a Shamrock designee who has left the Board pursuant to paragraph 3 above, Shamrock will not propose (other than a private proposal to the Board or committee thereof as permitted by paragraph 5(c)) any candidates for election as directors of iPass; and

(c) Shamrock will not: (i) propose (pursuant to Rule 14a-8 or otherwise) any proxy resolutions or nominees for director for approval by iPass stockholders; provided, however, that Shamrock will be entitled to make any non-public proposals or nominee suggestions it wishes solely to the Board or a committee thereof; or (ii) except as permitted pursuant to Section 6, support any proxy resolutions or conduct any proxy solicitations or seek to advise or influence in any manner any person with respect to the voting of iPass voting securities against the recommendation of the Board on such matters.

Subject to the appointment of the persons specified in paragraph 1 as directors of iPass and iPass’ and the Board’s continued compliance with the terms hereof, Shamrock withdraws its previously announced notice of its intent to nominate directors with respect to the 2007 annual stockholders meeting.

6. Notwithstanding the foregoing or anything to the contrary herein, nothing in this agreement shall in any way limit Shamrock’s rights as a stockholder to freely vote its securities on any matter other than with respect to the election of directors (as to which Shamrock shall comply with the terms hereof for so long as this agreement is in force).

7. Each of SAVF and the other entities included within Shamrock agrees that it will cause its controlled affiliates, current and future, to comply with the terms of this Agreement.

8. iPass shall issue a mutually agreed upon press release within 24 hours of this letter having been executed by Shamrock and iPass announcing the terms of this Agreement.

9. Within one business day after the appointment as Directors of iPass of the persons specified in paragraph 1, SAVF and iPass shall execute and file with the Delaware Court of Chancery, in accordance with Chancery Court Rule 41(a)(1), a stipulation of dismissal with prejudice of the action brought by SAVF pursuant to 8 Del. Code § 220(c) titled Shamrock Activist Value Fund, L.P. v. iPass, Inc., Civil Action No. 2462-N. Each side shall bear its own costs in the action.

10. This agreement may only be modified through a written agreement signed by iPass and by SAVF.

If you are in agreement please sign below.

Very truly yours,
IPASS INC.
By:	/s/ Kenneth Denman
	Kenneth Denman
	Chief Executive Officer and President

Accepted and agreed as of the date set forth above.

SHAMROCK ACTIVIST VALUE FUND, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C., Its general partner.
By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member.
By:	/s/ Michael J. McConnell
	Michael J. McConnell
	Vice President

SHAMROCK ACTIVIST VALUE FUND II, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C.,
	Its general partner.
By:	Shamrock Partners Activist Value Fund,
	L.L.C., its managing member.
By:	/s/ Michael J. McConnell
	Michael J. McConnell
	Vice President

SHAMROCK ACTIVIST VALUE FUND III, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C.,
	Its general partner.
By:	Shamrock Partners Activist Value Fund,
	L.L.C., its managing member.
By:	/s/ Michael J. McConnell
	Michael J. McConnell
	Vice President

SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.
By:	Shamrock Partners Activist Value Fund,
	L.L.C., its managing member.
By:	/s/ Michael J. McConnell
	Michael J. McConnell
	Vice President

SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.
By:	/s/ Michael J. McConnell
	Michael J. McConnell
	Vice President

EX-21

Exhibit 21

AGREEMENT

JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO SCHEDULE 13D

Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the “Schedule 13D”) with respect to Common Shares of iPass Inc. which may be deemed necessary, pursuant to Regulation 13D under the Securities Exchange Act of 1934.

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any future amendments to the Schedule 13D, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning any other party unless such party knows or has reason to believe that such information is inaccurate.

It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the Statement on the Schedule 13D, and any future amendments to the Schedule 13D, filed on behalf of each of the parties hereto. This Agreement amends and entirely supercedes the Joint Filing Agreement dated November 8, 2005 among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

Date: February 6, 2006

SHAMROCK ACTIVIST VALUE FUND, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C., its
	general partner
By:	Shamrock Partners Activist Value Fund, L.L.C.,
	its managing member
By:	/s/ Michael J. McConnell
Name:	Michael J. McConnell
Title:	Vice President

SHAMROCK ACTIVIST VALUE FUND II, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C., its
	general partner
By:	Shamrock Partners Activist Value Fund, L.L.C.,
	its managing member
By:	/s/ Michael J. McConnell
Name:	Michael J. McConnell
Title:	Vice President
SHAMROCK ACTIVIST VALUE FUND III, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C., its
	general partner
By:	Shamrock Partners Activist Value Fund, L.L.C.,
	its managing member
By:	/s/ Michael J. McConnell
Name:	Michael J. McConnell
Title:	Vice President
SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.
By:	Shamrock Partners Activist Value Fund, L.L.C.,
	its managing member
By:	/s/ Michael J. McConnell
Name:	Michael J. McConnell
Title:	Vice President
SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.
By:	/s/ Michael J. McConnell
Name:	Michael J. McConnell
Title:	Vice President