content: _
                         SECURITIES AND EXCHANGE COMMISSION
  
  
                                   Washington D.C.
  
                                      FORM 8-K
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
                                  November 9, 2004
                                -------------------
                  Date of Report (Date of earliest event reported)
  
                       COMMUNICATION INTELLIGENCE CORPORATION
                     -----------------------------------------
               (Exact name of registrant as specified in its charter)
  
                                      Delaware
                           -----------------------------
                   (State or other jurisdiction of incorporation)
  
                 0-19301                                  94-2790442
  ---------------------------------------   ------------------------------------
         (Commission file number)           (IRS employer identification number)
  
              275 Shoreline Drive, Suite 500, Redwood Shores, CA 94065
             ----------------------------------------------------------
                      (Address of principal executive offices)
  
                                   (650) 802-7888
                         ----------------------------------
                (Registrant's telephone number, including area code)
  
  
  ITEM 2.04.  TRIGGERING  EVENTS THAT  ACCELERATE  OR INCREASE A DIRECT  FINANCIAL
  OBLIGATION OR AB OBLIGATION UNDER AN OFF-SHORE BALANCE SHEET ARRANGEMENT
  
  On November 8, 2004, the Company paid $3.5 million to Cornell  Capital  Partners
  LLC in satisfaction of a note in the same amount. The payment was required under
  certain  provisions of a Note and Warrant Purchase Agreement between the Company
  and the Purchasers  identified  therein dated October 28, 2004,  which closed on
  November  2,  2004.  The press  release  announcing  the  payment  to Cornell is
  attached to this Form 8-K as Exhibit 99.1.
  
                                        * * *
  
  Note: The  information  contained in this report on Form 8-K (including  Exhibit
  99.1)  shall not be deemed to be  "filed"  for  purposes  of  Section  18 of the
  Securities  Exchange  Act of 1934,  as  amended,  or  otherwise  subject  to the
  liabilities of that Section.
  
  ITEM 7.01.  REGULATION FD DISCLOSURE
  
  Information furnished under Item 2.04.
  
                                        -1-
  <PAGE>
  
  ITEM 8.01.   OTHER EVENTS.
  
  
  Information furnished under Item 2.04.
  
  
  ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
  
  
  (c)  EXHIBITS.  The following  document is attached by the Company as an Exhibit
       to this report.
  
       Exhibits
  
            99.1.Press release dated  November 9, 2004  announcing  the payment of
                 its $3.5 million note to Cornell Capital Partners LC.
  
  
  
  
                                        -2-
  <PAGE>
  
  
  
  
                                     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.
  
  
  Dated: November 9, 2004
  
                       COMMUNICATION INTELLIGENCE CORPORATION
  
                                    (Registrant)
  
  
  By:  /s/ Frank Dane
      -------------------------------
      Frank Dane
      Chief Financial Officer
  
  
  
                                        -3-
  <PAGE>
  
  
  
                                    EXHIBIT INDEX
  Exhibit No.     Subject Matter                                     Page No.
  ----------      --------------                                     -------
  
     99.1       Press release of the Company dated November 9, 2004        5
  
  
  
                                        -4-
  <PAGE>
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text: _
                         SECURITIES AND EXCHANGE COMMISSION
  
                                   Washington D.C.
  
                                      FORM 8-K
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
                                  November 9, 2004
                                -------------------
                  Date of Report (Date of earliest event reported)
  
                       COMMUNICATION INTELLIGENCE CORPORATION
                     -----------------------------------------
               (Exact name of registrant as specified in its charter)
  
                                      Delaware
                           -----------------------------
                   (State or other jurisdiction of incorporation)
  
                 0-19301                                  94-2790442
  ---------------------------------------   ------------------------------------
         (Commission file number)           (IRS employer identification number)
  
              275 Shoreline Drive, Suite 500, Redwood Shores, CA 94065
             ----------------------------------------------------------
                      (Address of principal executive offices)
  
                                   (650) 802-7888
                         ----------------------------------
                (Registrant's telephone number, including area code)
  
  ITEM 2.04.  TRIGGERING  EVENTS THAT  ACCELERATE  OR INCREASE A DIRECT  FINANCIAL
  OBLIGATION OR AB OBLIGATION UNDER AN OFF-SHORE BALANCE SHEET ARRANGEMENT
  
  On November 8, 2004, the Company paid $3.5 million to Cornell  Capital  Partners
  LLC in satisfaction of a note in the same amount. The payment was required under
  certain  provisions of a Note and Warrant Purchase Agreement between the Company
  and the Purchasers  identified  therein dated October 28, 2004,  which closed on
  November  2,  2004.  The press  release  announcing  the  payment  to Cornell is
  attached to this Form 8-K as Exhibit 99.1.
  
                                        * * *
  
  Note: The  information  contained in this report on Form 8-K (including  Exhibit
  99.1)  shall not be deemed to be  "filed"  for  purposes  of  Section  18 of the
  Securities  Exchange  Act of 1934,  as  amended,  or  otherwise  subject  to the
  liabilities of that Section.
  
  ITEM 7.01.  REGULATION FD DISCLOSURE
  
  Information furnished under Item 2.04.
  
                                        -1-
  ITEM 8.01.   OTHER EVENTS.
  
  Information furnished under Item 2.04.
  
  ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
  
  (c)  EXHIBITS.  The following  document is attached by the Company as an Exhibit
       to this report.
  
       Exhibits
  
            99.1.Press release dated  November 9, 2004  announcing  the payment of
                 its $3.5 million note to Cornell Capital Partners LC.
  
                                        -2-
  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.
  
  Dated: November 9, 2004
  
                       COMMUNICATION INTELLIGENCE CORPORATION
  
                                    (Registrant)
  
  By:  /s/ Frank Dane
      -------------------------------
      Frank Dane
      Chief Financial Officer
  
                                        -3-
  EXHIBIT INDEX
  Exhibit No.     Subject Matter                                     Page No.
  ----------      --------------                                     -------
  
     99.1       Press release of the Company dated November 9, 2004        5
  
                                        -4-