content: SECURITIES AND EXCHANGE COMMISSION
  
  Washington, D.C. 20549
  
  
  FORM 8-K
  
  CURRENT REPORT
  
  
  
  Pursuant to Section 13 or 15(d) of
  the Securities Exchange Act of 1934
  
  
  
  Date of Report: March 18, 1997
  (Date of earliest event reported: March 11, 1997)
  
  
  
                        EXPERTELLIGENCE, INC.                   
  (Exact Name of Registrant as specified in its charter)
  
                              California                        
  (State or other jurisdiction of incorporation)
  
  
                                                                
  (Commissioner File Number)   (IRS Employer Identification No.)
  
      203 Chapala Street, Santa Barbara, California 93101      
           (Address of principal executive offices)
  
  
                          (805) 962-2558                        
  (Registrant's telephone number, including area code)
  
  
                            Not Applicable                      
  (Former name or former address, if changed since last report)
  
  
  
  
  
  
  
  ITEM 5.	Acquisition or Disposition of Assets
  
  	On March 11, 1997, Registrant entered into a Stock 
  Acquisition Agreement (the "Stock Agreement") with Cerebral 
  Systems Development Corp., a corporation organized under the laws 
  of the Province of Ontario, Canada ("CSD"), and the shareholders 
  of CSD.  Under the Stock Agreement, Registrant acquired all of 
  the issued and outstanding shares of capital stock of CSD.  Under 
  the Stock Agreement Registrant issued to the shareholders of CSD 
  a total of 40,000 shares of its Common Stock and US$28,782 in 
  cash.  Registrant presently intends to continue to operate CSD as 
  a wholly-owned Canadian subsidiary.
  
  	In connection with the acquisition of the stock of CSD, 
  Registrant has entered into an Employment Agreement with Stephen 
  P. Owens, the past President and principal technical officer of 
  CSD, and Registrant and CSD have entered into a Right of First 
  Refusal Agreement with Mr. Owens.  Under the Employment 
  Agreement, Mr. Owens will receive a salary of C$96,000 per year.  
  The Employment Agreement may be terminated by either party on six 
  (6) months notice.  Under the Right of First Refusal Agreement, 
  in the event Registrant or CSD files for bankruptcy protection or 
  on the occurrence of certain other events, Mr. Owens will have 
  the right to purchase from CSD or Registrant certain computer 
  software products of CSD at a price equal to the products then 
  fair market value.
  
  	The foregoing discussion is qualified by the terms of the 
  Stock Agreement and the Employment Agreement, copies of which are 
  attached as an Exhibits to this Report.
  
  ITEM 7.	Financial Statements and Exhibits
  
  	(a), (b)  Financial Statements and Pro Forma Financial 
  Information
  
  	Registrant is not required to file financial statements or 
  pro forma financial information.
  
  	(c)  Exhibits
  
  	2.1  Stock Acquisition Agreement dated as of March 11, 1997, 
  by and among ExperTelligence, Inc., Cerebral Systems Development 
  Corp., and the shareholders of CSD, without Schedules and 
  Exhibits. Registrant will furnish supplementally a copy of any 
  omitted Schedule or Exhibit that the Commission may request.
  
  	2.2  Employment Agreement between Cerebral Systems 
  Development Corp. and Stephen P. Owens.
  
  	2.3  Right of First Refusal Agreement between Registrant, 
  Cerebral Systems Development Corp. and Stephen P. Owens.
  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.
  
  						EXPERTELLIGENCE, INC.
  						 a California corporation
  
  
  Date:                  		By                                 
  						   Denison W. Bollay, President
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metadata_filer: {"company-data": {"conformed-name": "EXPERTELLIGENCE INC", "cik": "0000723533", "assigned-sic": "7372", "irs-number": "953506403", "state-of-incorporation": "CA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-11596", "film-number": "97558839"}, "business-address": {"street1": "203 CHAPALA STREET", "street2": "STE B", "city": "SANTA BARBARA", "state": "CA", "zip": "93101", "phone": "8059622558"}, "former-company": {"former-conformed-name": "ORIGINAL COMPUTER CAMP INC", "date-changed": "19841023"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
  Washington, D.C. 20549
  
  FORM 8-K
  
  CURRENT REPORT
  
  Pursuant to Section 13 or 15(d) of
  the Securities Exchange Act of 1934
  
  Date of Report: March 18, 1997
  (Date of earliest event reported: March 11, 1997)
  
                        EXPERTELLIGENCE, INC.                   
  (Exact Name of Registrant as specified in its charter)
  
                              California                        
  (State or other jurisdiction of incorporation)
  
                                                                
  (Commissioner File Number)   (IRS Employer Identification No.)
  
      203 Chapala Street, Santa Barbara, California 93101      
           (Address of principal executive offices)
  
                          (805) 962-2558                        
  (Registrant's telephone number, including area code)
  
                            Not Applicable                      
  (Former name or former address, if changed since last report)
  
  ITEM 5.	Acquisition or Disposition of Assets
  
  	On March 11, 1997, Registrant entered into a Stock 
  Acquisition Agreement (the "Stock Agreement") with Cerebral 
  Systems Development Corp., a corporation organized under the laws 
  of the Province of Ontario, Canada ("CSD"), and the shareholders 
  of CSD.  Under the Stock Agreement, Registrant acquired all of 
  the issued and outstanding shares of capital stock of CSD.  Under 
  the Stock Agreement Registrant issued to the shareholders of CSD 
  a total of 40,000 shares of its Common Stock and US$28,782 in 
  cash.  Registrant presently intends to continue to operate CSD as 
  a wholly-owned Canadian subsidiary.
  
  	In connection with the acquisition of the stock of CSD, 
  Registrant has entered into an Employment Agreement with Stephen 
  P. Owens, the past President and principal technical officer of 
  CSD, and Registrant and CSD have entered into a Right of First 
  Refusal Agreement with Mr. Owens.  Under the Employment 
  Agreement, Mr. Owens will receive a salary of C$96,000 per year.  
  The Employment Agreement may be terminated by either party on six 
  (6) months notice.  Under the Right of First Refusal Agreement, 
  in the event Registrant or CSD files for bankruptcy protection or 
  on the occurrence of certain other events, Mr. Owens will have 
  the right to purchase from CSD or Registrant certain computer 
  software products of CSD at a price equal to the products then 
  fair market value.
  
  	The foregoing discussion is qualified by the terms of the 
  Stock Agreement and the Employment Agreement, copies of which are 
  attached as an Exhibits to this Report.
  
  ITEM 7.	Financial Statements and Exhibits
  
  	(a), (b)  Financial Statements and Pro Forma Financial 
  Information
  
  	Registrant is not required to file financial statements or 
  pro forma financial information.
  
  	(c)  Exhibits
  
  	2.1  Stock Acquisition Agreement dated as of March 11, 1997, 
  by and among ExperTelligence, Inc., Cerebral Systems Development 
  Corp., and the shareholders of CSD, without Schedules and 
  Exhibits. Registrant will furnish supplementally a copy of any 
  omitted Schedule or Exhibit that the Commission may request.
  
  	2.2  Employment Agreement between Cerebral Systems 
  Development Corp. and Stephen P. Owens.
  
  	2.3  Right of First Refusal Agreement between Registrant, 
  Cerebral Systems Development Corp. and Stephen P. Owens.
  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.
  
  						EXPERTELLIGENCE, INC.
  						 a California corporation
  
  Date:                  		By                                 
  						   Denison W. Bollay, President