Form 5

5 1 doc1.htm Form 5

Form 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ANNUAL STATEMENT OF CHANGES BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940	OMB APPROVAL
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[ ]	Form 3 Holdings Reported
[X]	Form 4 Transactions Reported

1. Name and Address of Reporting Person* Sung, C. B. (Chien-Bor)	2. Issuer Name and Ticker or Trading Symbol Communication Intelligence Corporation (CICI)		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) _X_ Director ___ 10% Owner ___ Officer (give ___ Other (specify title below) below)
(Last) (First) (Middle) 275 Shoreline Drive, Suite 500	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Year 12/2001
(Street) Redwood Shores, CA, 94065		5. If Amendment, Date of Original (Month/Year)	7. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person
(City) (State) (Zip)	Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
		Code	V	Amount	(A) or (D)	Price

* If the form is filed by more than one reporting person, see instruction 4(b)(v).

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(Over)
SEC 2270 (3-99)

FORM 5 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1.Title of Derivative Security
(Instr.3)

2. Conversion or
Exercise
Price of
Derivative
Security

3. Transaction
Date
(Month/
Day/
Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative
Securities
Acquired (A) or Disposed of(D)
(Instr. 3, 4 and 5)

6. Date Exercisable
and Expiration Date
(Month/Day/Year)

7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)

8. Price of
Derivative
Security
(Instr. 5)

9.Number of
Derivative
Securities
Beneficially
Owned at
End of
Year
(Instr. 4)

10. Ownership
Form of
Derivative
Security:
Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

Code

(A)

(D)

Date
Exercisable

Expiration
Date

Title

Amount
or
Number
of Shares

Option Grant, a right to buy

$ 1.11

05/11/2001

16,190

05/11/2001

05/11/2008

Common Stock

16,190

Option Grant, a right to buy

$ 1.01

06/18/2001

25,000

06/18/2001

06/18/2008

Common Stock

25,000

Explanation of Responses:

Table II, Entry 1, Column 6, (Date exercisable): On May 11, 2001 C.B. (Chien-Bor) Sung was granted options to purchase 16,190 shares of Communication Intelligence Corporation's common stock. The options vest pro-rata on a quarterly basis over a three-year period.

Table II, Entry 2, Column 6, (Date exercisable): On June 18, 2001 C.B. (Chien-Bor) Sung was granted options to purchase 25,000 shares of Communication Intelligence Corporation's common stock. The options vest immediately upon grant, however if the optionee is separated from the Board within one year of the grant date, the Corporation has the right to repurchase, at its sole discretion, all or any portion of the common stock issued pursuant to the exercise of such options at the exercise price paid for such stock. Each quarter, from the date of grant, the number of shares of common stock subject to the Corporation's repurchase right is reduced by an amount equal to 25% of the total number of shares underlying the grant.

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	/s/ Sung, C.B. (Chien-Bor) **Signature of Reporting Person	05/13/2002 Date
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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