SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Phoenix Venture Fund LLC (Last) (First) (Middle) 110 EAST 59TH STREET SUITE 1901 (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/14/2007	3. Issuer Name and Ticker or Trading Symbol COMMUNICATION INTELLIGENCE CORP [ CICI.OB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 10/16/2007
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	21,500,000	D(1)(3)
Common Stock	21,500,000	I	By SG Phoenix Ventures LLC(1)(2)(3)
Common Stock	21,500,000	I	By Philip S. Sassower(1)(2)(3)
Common Stock	21,500,000	I	By Andrea Goren(1)(2)(3)
Common Stock	700,000	D(1)(3)
Common Stock	10,000	D(1)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Phoenix Venture Fund LLC (Last) (First) (Middle) 110 EAST 59TH STREET SUITE 1901 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SG PHOENIX VENTURES LLC (Last) (First) (Middle) 110 EAST 59TH STREET SUITE 1901 (Street) NEW YORK CITY NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SASSOWER PHILIP S (Last) (First) (Middle) 110 EAST 59TH STREET SUITE 1901 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Goren Andrea (Last) (First) (Middle) 110 EAST 59TH STREET SUITE 1901 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This form is being filed to add SG PhoenixVentures LLC ("SG Phoenix"), the managing member of Phoenix Venture Fund LLC (the "Fund"), and Philip S. Sassower and Andrea Goren, co-managers of SG Phoenix, to the Form 3 filed by the Fund, which acquired shares of common stock, par value $0.01, of Communication Intelligence Corporation on September 14, 2007. For purposes of this filing, SG Phoenix, Mr. Sassower and Mr. Goren may be deemed to form a "group," as defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, together with the Fund.

2. The individuals and entities listed in the note above may be deemed to form a "group," as defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, for purposes of this filing. This filing shall not be deemed to be an admission by any such person that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities listed in this form. Each such person disclaims beneficial ownership of such securities except to the extent of such person's pecuniary interest, if any, therein.

3. The 21,500,000 shares are owned directly by the Fund and may be deemed to be indirectly beneficially owned by SG Phoenix, the managing member of the Fund, and by Messrs. Sassower and Goren, the co-managers of SG Phoenix. Additionally, as of September 14, 2007, 700,000 shares are directly held by Mr. Sassower individually and 10,000 shares are directly held by Mr. Goren individually.

	/s/ Andrea Goren, Manager, SG Phoenix Ventures LLC for Phoenix Venture Fund LLC	06/09/2008
	/s/ Andrea Goren, Manager, SG Phoenix Ventures LLC	06/09/2008
	/s/ Philip S. Sassower, SG Phoenix Ventures LLC	06/09/2008
	/s/ Andrea Goren, SG Phoenix Ventures LLC	06/09/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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