SEC FORM 3

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^*

GALLEN JONATHAN

(Last)

(First)

(Middle)

299 PARK AVENUE

(Street)

NEW YORK

10171

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/04/2007

3. Issuer Name and Ticker or Trading Symbol
CICERO INC [ CICN ]

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)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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, par value $0.001 per share	6,032,034	I⁽¹⁾⁽²⁾	By partnership and corporation⁽¹⁾⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A-1 Convertible Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock, par value $0.001 per share	14,836	⁽⁵⁾	I⁽¹⁾⁽²⁾	By partnership and corporation⁽¹⁾⁽²⁾
Warrant (right to buy)	⁽³⁾	01/09/2007	Common Stock, par value $0.001 per share	901	$37	I⁽¹⁾⁽²⁾	By partnership and corporation⁽¹⁾⁽²⁾
Warrant (right to buy)	⁽³⁾	08/14/2007	Common Stock, par value $0.001 per share	383	$38	I⁽¹⁾⁽²⁾	By partnership and corporation⁽¹⁾⁽²⁾
Warrant (right to buy)	⁽³⁾	10/08/2008	Common Stock, par value $0.001 per share	4,914	$40	I⁽¹⁾⁽²⁾	By partnership and corporation⁽¹⁾⁽²⁾
Warrant (right to buy)	⁽³⁾	01/04/2011	Common Stock, par value $0.001 per share	14,336	$2	I⁽¹⁾⁽²⁾	By partnership and corporation⁽¹⁾⁽²⁾

Explanation of Responses:

1. As of January 4, 2007, Queequeg Partners, L.P. ("Partners"), Queequeg, Ltd. ("Limited," and collectively with Partners, the "Funds") held in the aggregate (i) 6,032,034 shares of common stock, par value $0.001 per share (the "Shares"), of Level 8 Systems, Inc. (the "Company"), (ii) 14.836 Shares of the Series A-1 Convertible Preferred Stock, par value $0.001 per share (the "Convertible Preferred"), (iii) warrants to acquire 901 Shares at $37 per share, which warrants expire on January 9, 2007, (iv) warrants to acquire 383 Shares at $38 per share, which warrants expire on August 14, 2007, (v) warrants to acquire 4,914 Shares at $40 per share, which warrants expire on October 8, 2008 and (vi) warrants to acquire 14,336 Shares at $2 per share, which warrants expire on January 4, 2011.

2. Jonathan Gallen possesses sole power to vote and direct the disposition of all securities of the Company held by the Funds. Accordingly, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Gallen may be deemed to beneficially own 6,067,404 Shares. Jonathan Gallen's interest in the securities reported herein is limited to the extent of his pecuniary interest in each of the Funds, if any.

3. Immediately.

4. None.

5. The Convertible Preferred is convertible at a rate of one thousand (1,000) Shares for each share of Convertible Preferred, subject to adjustment per the Certificate of Designations, Preferences and Rights of the Convertible Preferred.

	/s/ Jonathan Gallen	02/02/2007
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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