UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 10-Q


  X      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
------                SECURITIES EXCHANGE ACT OF 1934


               For the quarterly period ended: September 30, 2002
                                               ------------------


                                       OR

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 ------- SECURITIES EXCHANGE ACT OF 1934


                        For the transition period from to

                        Commission File Number: 0-19301


                     COMMUNICATION INTELLIGENCE CORPORATION
             (Exact name of registrant as specified in its charter)

                     Delaware                              94-2790442
        ---------------------------------         -----------------------------
          (State or other jurisdiction of                (I.R.S. Employer
           incorporation or organization)               Identification No.)


       275 Shoreline Drive, Suite 500,
              Redwood Shores, CA                           94065-1413
    (Address of principal executiveoffices)         (Zip Code)

Registrant's telephone number, including area code:    (650) 802-7888
                                                     ------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                  Yes       X                No
                        --------                  --------

Number of shares  outstanding  of the issuer's  Common Stock,  as of
October 24,2002: 91,480,777.




<PAGE>
                                      INDEX



PART I.  FINANCIAL INFORMATION


   Item 1.  Financial Statements                                        Page No.
            --------------------                                       --------

   Condensed  Consolidated  Balance Sheets at September 30, 2002
   (unaudited)  and December 31, 2001.................................        3

   Condensed  Consolidated  Statements of Operations for the Three
   and Nine-Month Periods Ended   September 30, 2002
   and 2001 (unaudited)...............................................        4

   Condensed  Consolidated  Statements  of  Changes in  Stockholders'
   Equity for the Three and Nine-Month Periods Ended September 30,
   2002 and 2001 (unaudited)..........................................        5

   Condensed  Consolidated  Statements of Cash Flows for the Nine-Month
   Period Ended September 30, 2002 and 2001 (unaudited)...............        6

   Notes to Unaudited Condensed Consolidated Financial Statements.....        7

  Item 2. Management's Discussion and Analysis of Financial Condition
          And Results of Operations ..................................       12
          -------------------------

  Item 3. Quantitative and Qualitative Disclosures About Market Risk .       18
          ------------------------------------------------------------

PART II.  OTHER INFORMATION

         Item 1.  Legal Proceedings...................................       18
                  -----------------

         Item 2.  Change in Securities................................       19
                  --------------------

         Item 3.  Defaults Upon Senior Securities.....................       19
                  -------------------------------

         Item 4.  Submission of Matters to a Vote of Security Holders.       19
                  ---------------------------------------------------

         Item 5.  Other Information...................................       19
                  -----------------

      Item 6.  Exhibits and Reports on Form 8-K

             (a)           Exhibits...................................       19

             (b)           Reports on Form 8-K........................       19

      Signatures......................................................       20

      Certifications..................................................       20

      Certification of Principal Financial Officer....................       21

      Certificate of Chairman and Chief Executive Officer.............       22


                                      -2-

<PAGE>


                     Communication Intelligence Corporation
                                 and Subsidiary
                      Condensed Consolidated Balance Sheets
                                 (In thousands)

                                                  September 30,   December 31,
                                                      2002           2001
                                                 --------------   ------------
                                                    Unaudited
Assets
Current assets:
Cash and cash equivalents..........................  $ 1,246       $   2,588
     Accounts receivable, net......................      748           1,043
     Inventories...................................      149             129
     Prepaid expenses and other current assets.....      229             139
                                                     --------      ----------
         Total current assets......................    2,372           3,899

Property and equipment, net........................      156             161
Capitalized software costs.........................       16              26
Patents and trademarks.............................    5,515           5,799
Other assets.......................................       88             187
                                                     --------      ----------

         Total assets..............................  $ 8,147       $  10,072
                                                     ========      ==========

Liabilities and Stockholders' equity Current
 liabilities:
     Short-term debt...............................  $     -       $     181
     Accounts payable..............................      109             206
Accrued compensation...............................      211             208
     Other accrued liabilities.....................      470             196
     Deferred revenue..............................      123              88
     Capital Lease Obligations.....................       40               3
                                                     ---------      ----------

         Total current liabilities.................      953             882

Notes payable - noncurrent.........................    3,000           3,000

Minority interest..................................      133             130

Commitments

Stockholders' equity:
     Common stock..................................      914             909
     Additional paid-in capital....................   82,026          81,605
     Accumulated deficit...........................  (78,687)        (76,258)
     Cumulative translation adjustment.............     (192)           (196)
                                                     ---------      ----------
         Total stockholders' equity................    4,061           6,060
                                                     ---------      ----------

         Total liabilities and stockholders'
         equity ...................................  $ 8,147         $ 10,072
                                                     =========      ==========
                            See accompanying notes.

                                      -3-
<PAGE>
                     Communication Intelligence Corporation
                                 and Subsidiary
                 Condensed Consolidated Statements of Operations
                                    Unaudited
                    (In thousands, except per share amounts)

                                          Three Months Ended  Nine Months Ended
                                             September 30,       September 30,
                                          -------------------   ----------------
                                             2002     2001      2002     2001
                                           -------   ------    ------   ------
Revenues:
  Online.................................  $   83    $  237    $  287    $ 977
  Corporate..............................     132       222     1,538    1,884
  Nonrecurring maintenance
    fees(net)-M10 (previously
    PenOp Inc.)                                 -         -         -      352
  China                                       310       456       968    1,223
                                           -------   -------   ------   -------

     Total revenues .....................     525       915     2,793    4,436

Operating costs and expenses:
 Cost of sales:
  Online ................................      13       132       198      707
  Corporate .............................      15        12       148      244
  China .................................     176       312       602      829
Research and development ................     367       428     1,145    1,399
Sales and marketing .....................     367       470     1,181    1,604
General and administrative ..............     583       728     1,762    2,107
                                           -------   -------   -------  -------

      Total operating costs and
      expenses ..........................   1,521     2,082     5,036    6,890
                                           -------   -------   -------  -------

(Loss) from operations...................    (996)   (1,167)   (2,243)  (2,454)

Interest and other income
(expense), net  .........................     (19)        5       (28)      19

Interest expense  .......................     (53)      (66)     (155)    (225)

Minority interest  ......................      (2)       (1)       (3)      (3)
                                           --------   -------  --------  -------

         Net (loss)  ....................  (1,070)   (1,229)   (2,429)  (2,663)
                                           ========  ========  ======== ========

Basic and diluted (loss) per common share  $(0.01)   $(0.01)   $(0.03)  $(0.03)
                                           ========  ========  ======== ========

Weighted average common
     shares outstanding  ................  91,481    90,715    91,237   90,495
                                          ========  ========  ======== ========

                        See accompanying notes.

                                      -4-
<PAGE>
                     Communication Intelligence Corporation
                                 and Subsidiary
           Consolidated Statements of Changes in Stockholders' Equity
                                    Unaudited
                    (In thousands, except per share amounts)


                                                            Accumulated
                                        Additional              Other
                                  Common  Paid-In    Accum. Comprehensive
                                   Stock  Capital   Deficit  Gain (Loss) Total

Balances as of December 31, 2001.. $ 909  $81,605   $(76,258)  $ (196) $ 6,060
                                   --------------------------------------------

Exercise of options for 148 shares
  of Common Stock.................     1      109          -        -      110
Foreign currency translation
  adjustment......................     -        -          -        3        3
Net loss..........................     -        -       (688)       -     (688)
                                    -------------------------------------------

Balances as of March 31, 2002..... $ 910  $81,714   $(76,946)   $(193) $ 5,485
                                    -------------------------------------------

Exercise of options for 420 shares
  of Common Stock.................     4      312          -        -      316
Foreign currency translation
  adjustment .....................     -        -          -       (1)      (1)

Net loss..........................     -        -       (671)             (671)
                                    -------------------------------------------

Balances as of June 30, 2002...... $ 914  $82,026   $(77,617)   $(194) $ 5,129
                                    -------------------------------------------
Foreign currency translation
  adjustment                           -        -          -         2       2
Net loss..........................              -     (1,070)        -  (1,070)
                                    -------------------------------------------

Balances as of September 30, 2002. $ 914  $82,026   $(78,687)   $ (192) $4,061
                                   ============================================

Total shares  outstanding as of December 31, 2001, March 31, 2002, June 30, 2002
and September 30, 2002 were 90,911,91,060,91,471 and 91,481, respectively.


                            See accompanying notes.

                                      -5-
<PAGE>

                     Communication Intelligence Corporation
                                 and Subsidiary
                 Condensed Consolidated Statements of Cash Flows
                                    Unaudited
                                 (In thousands)
                                                           Nine Months Ended
                                                             September 30,
                                                       ------------------------
                                                            2002         2001
                                                       ------------- -----------
Cash flows from operating activities:
  Net loss.............................................. $ (2,429)    $ (2,663)
  Adjustments to reconcile net loss to net
  cash(used) in operating activities:
   Depreciation.........................................       69          125
   Patent amortization..................................      284          322
   Loan discount amortization...........................        -           74
   Non-cash compensation................................        -           46
   Disposal of fixed assets.............................        6            -
   Changes in operating assets and
   liabilities:
     Accounts receivable, net...........................      295        1,018
     Inventories........................................      (19)         (44)
     Prepaid expenses and other current assets..........      (87)          24
     Other assets.......................................       99          (12)
     Accounts payable...................................      (66)        (541)
     Accrued compensation...............................        3          (43)
     Other accrued liabilities..........................      241          (11)
     Deferred revenue...................................       35           91
                                                         ---------    ---------

      Net cash used in operating activities                (1,569)      (1,614)

                                                         ---------    ---------
Cash flows from investing activity:
  Acquisition of property and equipment................       (54)         (53)
                                                         ---------    ---------

      Net cash used in investing activity..............       (54)         (53)
                                                         ---------    ----------
Cash flows from financing activities:
   Payments on short-term debt.........................      (181)      (1,802)
   Acquisition of property under capital lease.........        40            -
   Proceeds from acquisition of short-term debt........         -          362
   Proceeds from acquisition of long-term debt.........         -        3,000
   Proceeds from exercise of stock options
   and warrants........................................       426          817
   Principal payments on capital lease obligations.....        (4)          (6)
                                                         ---------    ----------

     Net cash provided by financing activities                281        2,371
                                                         ---------    ----------

Effect of exchange rate changes on cash................         -            -
                                                        ----------    ----------

Net increase (decrease) in cash and cash equivalents...    (1,342)         704
Cash and cash equivalents at beginning of period.......     2,588        2,349
                                                        ----------    ----------

Cash and cash equivalents at end of period.............$    1,246    $   3,053
                                                        ==========    ==========
                            See accompanying notes.

                                      -6-

<PAGE>

                     Communication Intelligence Corporation
                                 and Subsidiary
         Notes to Unaudited Condensed Consolidated Financial Statements
                    (In thousands, except per share amounts)
                                    FORM 10-Q


1.     Interim financial statements

     The accompanying  unaudited condensed  consolidated financial statements of
     Communication Intelligence Corporation and its subsidiary (the "Company" or
     "CIC")  have been  prepared  pursuant to the rules and  regulations  of the
     Securities and Exchange Commission. Accordingly, they do not include all of
     the  information  and  footnotes  required by GAAP for  complete  financial
     statements. In the opinion of management, the financial statements included
     in this quarterly report reflect all adjustments (consisting only of normal
     recurring  adjustments)  which the Company  considers  necessary for a fair
     presentation  of its  financial  position  at the dates  presented  and the
     Company's  results of operations and cash flows for the periods  presented.
     The Company's interim results are not necessarily indicative of the results
     to be expected for the entire year.

     The Company  develops  and  markets  software  that can verify  handwritten
     signatures  delivered  wirelessly and electronic  signature and handwritten
     data  entry  software  solutions  aimed at  emerging,  fast  growth,  large
     potential   markets  such  as  e-commerce,   corporate   security,   mobile
     voice/Internet devices including  smartphones/communicators,  PDAs, webpads
     and the Palm OS aftermarket.

     The Company's core software  technologies include multilingual  handwriting
     recognition  systems  (Jot(R))  and  the  Handwriter   Recognition  System,
     referred  to  as  HRS(TM),  electronic  signature,   handwritten  signature
     verification,  writing with the aid of symbols,  electronic  ink  recording
     tools (InkTools(R)),  Sign-it(R),  iSign(TM) and Sign-On(TM), and operating
     systems extensions that enable pen input (PenX(TM)).

     Other consumer and original equipment manufacturer ("OEM") products include
     electronic notetaking  (QuickNotes(TM) and InkSnap(TM)) and predictive text
     input, (WordComplete(R)).  CIC's products are designed to increase the ease
     of use,  functionality  and security of  electronic  devices with a primary
     focus on wireless  internet and  information  devices such as  smartphones,
     electronic organizers ("PDA's") and portable web browsers.

     The Company offers a wide range of  multi-platform  software  products that
     enable or enhance pen-based computing.  The Company's core technologies are
     classified  into two broad  categories:  "natural input  technologies"  and
     "transaction  and  communication  enabling  technologies".   Natural  input
     technologies  are  designed to allow  users to interact  with a computer or
     handheld device by using an electronic pen or "stylus" as the primary input
     device or in  conjunction  with a keyboard.  CIC's natural input  offerings
     include multilingual  handwriting recognition systems,  software keyboards,
     predictive text entry, and electronic ink capture technologies.  Many small
     handheld devices such as electronic  organizers,  pagers and smart cellular
     phones do not have a keyboard.  For such devices,  handwriting  recognition
     and software keyboards offer viable solutions for performing text entry and
     editing.  CIC's predictive text entry technology simplifies data entry even
     further by reducing  the number of actual  letters  required to be entered.
     The Company's ink capture technologies facilitate the capture of electronic
     ink for notetaking,  drawings or short handwritten messages.  The Company's
     transaction and communication enabling technologies are designed to provide
     a  cost-effective  means for securing  electronic  transactions,  providing
     network and device  access  control,  and enabling  workflow  automation of
     traditional  paper form  processing.  CIC believes that these  technologies
     offer more efficient  methods for conducting  electronic  transactions  and
     provide more functional user  authentication  and heightened data security.

                                      -7-
<PAGE>
                     Communication Intelligence Corporation
                                 and Subsidiary
         Notes to Unaudited Condensed Consolidated Financial Statements
                    (In thousands, except per share amounts)
                                    FORM 10-Q

     The Company's transaction and communication enabling technologies have been
     fundamental in its development of software for signature verification, data
     security, and data compression.

     For the nine month period ended  September 30, 2002, the Company's cash and
     cash  equivalents  decreased by $1,340 from $2,588 at the  beginning of the
     period to $1,246.  The decrease was due primarily to cash used in operating
     activities of $1,569, and cash used in investing  activities of $54, offset
     by $281  provided by financing  activities.  The $281 provided by financing
     activities  consists of $426 in proceeds from the exercise of stock options
     by the Company's employees and former chairman,  the acquisition of capital
     equipment under capital lease of $40,  reduced by the repayment of the note
     by the Company's  joint  venture in China ("Joint  Venture") of $181 and by
     payments of capital lease obligations of $4.

     As of September 30, 2002, the Company's  principal  source of funds was its
     cash and cash equivalents  aggregating $1,246. The Company was incorporated
     in Delaware in 1986 and the  accompanying  financial  statements  have been
     prepared  assuming that the Company will continue as a going  concern.  The
     Company has suffered  recurring  losses from  operations that raise a doubt
     about its  ability to continue  as a going  concern.  The Company is in the
     process of filing a registration statement with the Securities and Exchange
     Commission in order to obtain funding from equity financing. However, there
     can be no assurance that the Company will have adequate  capital  resources
     to fund planned  operations or that any additional  funds will be available
     to the Company when needed, or if available, will be available on favorable
     terms or in amounts  required by the  Company.  If the Company is unable to
     obtain adequate capital resources to fund operations, it may be required to
     delay,  scale back or eliminate  some or all of its  operations,  which may
     have a  material  adverse  effect on the  Company's  business,  results  of
     operations  and  ability  to  operate  as a going  concern.  The  financial
     statements  do not  include  any  adjustments  that might  result  from the
     outcome of this uncertainty.

     The financial  information  contained  herein should be read in conjunction
     with the  Company's  audited  financial  statements  included in its Annual
     Report on Form 10-K for the year ended December 31, 2001.

2.  Cash and cash equivalents
    -------------------------

          The Company  considers  all highly  liquid  investments  with original
     maturities of up to 90 days to be cash equivalents.

       Cash and cash equivalents consist of the following:

                                        September 30,            December 31,
                                            2002                    2001
                                    --------------------- -- -------------------

         Cash in bank                $      1,135             $      1,621
         Commercial paper                       -                       26
         Money market                         111                      941
                                    ---------------------    -------------------
                                     $      1,246             $      2,588
                                    =====================    ===================


                                      -8-
<PAGE>
                     Communication Intelligence Corporation
                                 and Subsidiary
         Notes to Unaudited Condensed Consolidated Financial Statements
                    (In thousands, except per share amounts)
                                    FORM 10-Q

3.   Inventories

          Inventories  are  stated at the lower of cost or  market,  cost  being
     determined using the first-in,  first-out  (FIFO) method.  At September 30,
     2002, inventories consisted primarily of finished goods.

4.   Short-term debt

          On August 23, 2001, the Company's 90% owned Joint Venture borrowed the
     aggregate  equivalent  of $181,  denominated  in Chinese  currency,  from a
     Chinese bank. The loan bears interest at 5.37% per annum and was due August
     23,  2002.  The  borrowing  did not require the Joint  Venture to deposit a
     compensating  balance.  In February 2002, the Joint Venture repaid $121 and
     in August 2002, paid the remaining equivalent of $60 denominated in Chinese
     currency.

5.   Related Party Transactions:
     --------------------------

     A. Long-term debt related party
     ------------------------------

          On June 19, 2001,  the Company  consummated  a  three-year  $3 million
     financing (the "Loan") with a charitable remainder annuity trust of which a
     former director and officer of the Company is a trustee (the "Trust").  The
     proceeds  of the  Loan  were  used  to  refinance  $1,500  of  indebtedness
     outstanding  to the  Trust  pursuant  to a loan  made by the  Trust  to the
     Company in October 1999 and for working capital purposes.

          The Loan bears interest at the rate of 2% over the prime rate publicly
     announced by Citibank N.A. from time to time,  which was 6.75% per annum at
     September 30, 2002,  and is due June 18, 2004.  The Loan may be pre-paid by
     the Company in whole or in part at any time without penalty, subject to the
     right of the Trust to convert the outstanding  principal amount of the Loan
     into shares of common stock.  Pursuant to the terms of the Loan,  the Trust
     has the  option,  at any time  prior to  maturity,  to  convert  all or any
     portion  of the  outstanding  principal  amount of the Loan into  shares of
     common  stock of the  Company  at a  conversion  price of $2.00 per  share,
     subject to adjustment upon the occurrence of certain  events.  If, prior to
     maturity  of the  Loan,  the  Company  consummates  one or more  financings
     providing $5 million or more in gross proceeds,  the Company is required to
     apply 50% of the  proceeds in excess of $5 million to the then  outstanding
     principal  amount  of the Loan.  The Loan is  secured  by a first  priority
     security  interest in and lien on all of the Company's  assets as now owned
     or hereafter acquired by the Company.

          In connection  with the Loan, the Company  entered into a registration
     rights  agreement  with the Trust  which  obligates  the  Company to file a
     registration statement with the Securities and Exchange Commission covering
     the  sale  of the  shares  of the  Company's  common  stock  issuable  upon
     conversion of the Loan if it receives a demand by the holder of the Loan to
     do so, and to use its  reasonable  best efforts to cause such  registration
     statement to become effective.

     B. Transactions with PenOp

          During  the  fourth  quarter  of  2000,  the  Company   engaged  in  a
     transaction with PenOp to provide  nonrecurring  maintenance  services from
     pre-existing  PenOp contracts in the aggregate  amount of $1.5 million,  of
     which a net amount of $877 was recorded as revenue during that quarter.  At

                                      -9-
<PAGE>
                     Communication Intelligence Corporation
                                 and Subsidiary
         Notes to Unaudited Condensed Consolidated Financial Statements
                    (In thousands, except per share amounts)
                                    FORM 10-Q

     September 30, 2001, the Company  recognized  $325 of this contract  revenue
     net of related  expenses of $48.  The  Company  previously  entered  into a
     separate  transaction,  to acquire the  intellectual  property  rights from
     PenOp.


6.   Revenue recognition

          Online Revenue - Revenue from retail product sales is recognized  upon
     sell through,  while  revenue from other  product sales is recognized  upon
     shipment provided that no significant obligations remain and the collection
     of the resulting receivable is probable. The Company provides for estimated
     sales returns at the time of shipment.

          Corporate  Revenue - License and product  revenues are recognized when
     the software has been delivered and when all significant  obligations  have
     been met in  accordance  with the American  Institute  of Certified  Public
     Accountants   Statement  of  Position   Number  97-2,   "Software   Revenue
     Recognition." The Company also follows Staff Accounting Bulletins 101 (`SAB
     101') and the  interpretive  guidance issued by the Securities and Exchange
     Commission  and EITF issue 00-21 of the AICPA  Emerging  Issues Task Force.
     Royalty revenues are recognized as products are licensed/sold by licensees.
     Development  contract  revenue is generated  primarily  from  non-recurring
     engineering activities.  Revenue is recognized in accordance with the terms
     of the agreements,  generally when collection is probable and related costs
     have been incurred.

          China Revenue - Revenue from system integration activities and product
     sales are recognized upon shipment provided that no significant obligations
     remain and the collection of the resulting receivable is probable.

7.   Net loss per share
       ------------------

          The Company  calculates  earnings  per share under the  provisions  of
     Statement of Financial  Accounting  Standards No. 128, "Earnings Per Share"
     ("SFAS 128").  SFAS 128 requires the  disclosure of both basic earnings per
     share, which is based on the weighted average number of shares outstanding,
     and diluted  earnings  per share,  which is based on the  weighted  average
     number of shares and dilutive potential shares  outstanding.  For the three
     and nine  month  periods  ended  September  30,  2002 and  2001,  potential
     equivalent  shares  excluded from the  calculation of diluted  earnings per
     share, as their effect is not dilutive, include stock options of 6,688, and
     7,443,  respectively,  of equivalent  shares and warrants of 470 equivalent
     shares at September 30, 2001.

8.   Comprehensive income

     Total comprehensive (loss) was as follows:

                                              Nine month Ended September 30,
                                            -------------- ------ --------------
                                                  2002                 2001
                                            --------------        --------------

      Net loss                              $     (2,429)         $     (2,663)
      Other comprehensive income:
      Cumulative translation adjustment                4                     5
                                            --------------        --------------

              Total comprehensive loss      $     (2,425)         $     (2,658)
                                            ==============        ==============


                                      -10-
<PAGE>
                     Communication Intelligence Corporation
                                 and Subsidiary
         Notes to Unaudited Condensed Consolidated Financial Statements
                    (In thousands, except per share amounts)
                                    FORM 10-Q

9.   Segment Information

          The  Company's  segment  information  under the  Financial  Accounting
     Standards  Board  Statement  of  Financial  Accounting  Standards  No. 131,
     "Disclosures  About  Segments of An  Enterprise  and  Related  Information"
     ("SFAS 131"), is comprised of two segments handwriting recognition software
     and systems integration.

          The accounting policies followed by the segments are the same as those
     described in the "Summary of Significant Accounting Policies." Segment data
     includes  revenues,  as  well  as  allocated  corporate-headquarters  costs
     charged to each of the operating segments.

          The Company  identifies  reportable  segments by classifying  revenues
     into  two  categories:  handwriting  recognition  and  system  integration.
     Handwriting   recognition   software  is  an  aggregate  of  three  revenue
     categories.  All handwriting  recognition  software is developed around the
     Company's  core  technology.  System  integration  represents  the sale and
     installation of third party computer equipment and systems that utilize the
     Company's products. All sales above represent sales to external customers.

          The table below presents  information about reporting segments for the
     periods indicated:

                             Nine month ended September 30,
                -        2002                              2001
                ---------------------------------------------------------------
                Handwriting  Systems             Handwriting    Systems
                Recognition Integration   Total  Recognition  Integration  Total
                -----------------------  ------- ------------ -----------  -----

Revenues            $ 2,016    $ 777    $  2,793    $  3,439   $  997   $ 4,436
Loss from
Operations          $(2,202)   $  36    $ (2,166)   $ (2,368)  $  (86)  $(2,454)
Significant change
in   Total assets
from Year End
                    $     -    $ (35)   $    (35)   $      -   $    -   $     -


                                      -11-
<PAGE>


                     Communication Intelligence Corporation
                                 and Subsidiary
               (In thousands, except share and per share amounts)
                                    FORM 10-Q

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations
         ----------------------------------------------------------------

     The following  discussion and analysis  should be read in conjunction  with
the Company's unaudited condensed  consolidated  financial  statements and notes
thereto  included in Part I - Item 1 of this  quarterly  report on Form 10-Q and
"Management`s  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" set forth in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001.

     On October 6, 2000, a wholly-owned  subsidiary of the Company ("Acquisition
Corp.")  acquired  certain assets of PenOp Limited and its subsidiary PenOp Inc.
for 4.7  million  shares of common  stock of the  Company  pursuant  to an Asset
Purchase  Agreement,  dated as of September 29, 2000,  by and among  Acquisition
Corp.,  PenOp  Limited and PenOp Inc. At the  closing of this  transaction,  the
former Company's  Chairman of the Board, and his designees  purchased from PenOp
Limited and PenOp Inc.,  in a private  transaction,  an  aggregate  of 1,713,728
shares of common stock  received by PenOp  Limited and PenOp Inc. in  connection
with the acquisition for $3,300.

Results of Operations

     Revenues.  For the three and nine months ended  September  30, 2002,  total
revenues decreased $390 and $1,643, respectively,  or 43% and 37%, respectively,
to $525 and $2,793 from $915 and $4,436, respectively,  for the comparable three
and nine month periods ended September 30, 2001 as discussed below:

                                       Three Months Ended     Nine Months Ended
                                          September 30,          September 30,
                                        ---------------------------------------

                                         2002       2001       2002       2001
                                        ------     ------     ------     ------

Revenues:
   Online                               $  83     $  237     $   287    $   977
   Corporate                              132        222       1,538      1,884
    Nonrecurring Maintenance
   fees  (net)- M10
   (previously PenOp)                       -          -           -        352
   China                                  310        456         968      1,223
                                        ------    -------    --------   --------

              Total revenues            $ 525     $  915     $ 2,793    $ 4,436
                                        ======    =======    ========   ========

     Online  revenues  decreased  $154 or 65% to $83 for the three  months ended
September  30, 2002 as compared to $237 in the prior year period.  This decrease
was primarily  due to the  curtailment  of the direct mail  campaign  during the
three months ended  September  30, 2002 due to the reduced  availability  of new
names and poor sales close rate  compared to the same period last year.  For the
nine months ended September 30, 2002,  Online revenues  decreased $690 or 71% to
$287 from $977 in the same nine month  period last year.  This  decrease was due
primarily to the reasons discussed above.

     Corporate  sales,  which  include  enterprise  sales,  OEM and  development
contract  revenues,  decreased  for the  three  and  nine  month  periods  ended
September 30, 2002, by $90 and $346, respectively,  or 41% and 18%, respectively
to $132 and  $1,538,  respectively,  from  $222  and  $1,884,  respectively,  as
compared to the same prior year periods as discussed below.

     Enterprise  sales,  included in corporate  sales,  increased  for the three
months ended  September  30, 2002,  $40 or 44% to $130 as compared to $90 in the

                                      -12-
<PAGE>
                     Communication Intelligence Corporation
                                 and Subsidiary
               (In thousands, except share and per share amounts)
                                    FORM 10-Q

prior  year.  The  increase  in  enterprise  sales  for the three  months  ended
September 30, 2002 was primarily due to a sale to a major  construction  company
in the  current  quarter  . For  the  nine  months  ended  September  30,  2002,
enterprise  sales  increased 44% or $367 to $1,199 compared to $832 in the prior
year period.  This  increase was  primarily due to the increase in the number of
sales of the  Company's  software  signature  products  over the nine  months as
compared to the prior year period.  OEM revenues,  included in corporate  sales,
for the three months ended  September 30, 2002  decreased 98% or $130 to $2 from
$132 in the prior  period.  This decrease was due to a decrease in the amount of
royalty reported by one of the Company's  licensees located in Japan and reduced
development contract revenue recognized compared to the prior year. OEM revenues
for the nine months ended  September  30, 2002  decreased  68%, or $713, to $339
from  $1,052 in the prior  period.  The  decrease in OEM  revenues  for the nine
months ended September 30, 2002 was due primarily to the same factors  discussed
for the current three month period.

     During the nine months ended  September  30, 2001,  the Company  recognized
$352 in  nonrecurring  maintenance  fees net of  expenses  of $48.  The  Company
engaged in a transaction with PenOp to provide nonrecurring maintenance services
from  pre-existing  PenOp contracts in the aggregate amount of $1.5 million,  of
which $877 was recorded (net) in the fourth quarter of 2000. As stated  earlier,
on October 6, 2000 the Company  completed a separate  transaction to acquire the
intellectual property rights from PenOp.

     China sales for the three months ended  September 30, 2002 decreased  $146,
or 32%,  to $310 from $456 in the same prior year  period.  For the nine  months
ended  September  30, 2002,  China  revenues  decreased 21% or $255 to $968 from
$1,223 in the same prior year period. This decrease was due to a large sale to a
single customer in the comparable period in the prior year.

     Cost of Sales.  Cost of sales decreased for the three and nine months ended
September 30, 2002 $252 and $832, respectively, or 55% and 47%, respectively, to
$204 and $948,  respectively compared to $456 and $1,780,  respectively,  in the
same prior year periods as discussed below.

     Online cost of sales for the three and nine months ended September 30, 2002
decreased $119 and $509, respectively,  or 90% and 72%, respectively, to $13 and
$198, respectively,  compared to $132 and $707, respectively,  in the same prior
year  periods.  The  decrease  during  the three and nine  month  periods  ended
September  30,  2002 was due to the  elimination  of direct  mailing  costs as a
result of  reductions  in the number of names  available  and a poor sales close
rate  experienced  early in the  current  nine  months as  compared  to the same
periods in the prior year.

     Corporate  sales  costs for the  three  months  ended  September  30,  2002
increased  $3 to $15 from $12 in the  comparable  period of the  prior  year The
increase was due to an increase in third party  hardware sold with the Company's
signature  software solution  products.  For the nine months ended September 30,
2002,  corporate  cost of sales  decreased $96, or 39%, to $148 from $244 in the
comparable prior year period. The decrease was due to the lower sales volumes of
products  requiring  third party hardware and a reduction in OEM and development
contract revenues and the associated technology import tax and engineering costs
as compared to the same period of the prior year.

     China cost of sales for the three and nine months ended  September 30, 2002
decreased  $136  and  $227,  respectively,  or 44% and 27%,  to $176  and  $602,
respectively,  compared to $312 and $829,  respectively,  in the same prior year
periods.  The  decrease  in cost of sales for the three  and nine  months  ended
September  30, 2002 was due to an increase in higher  margin  software  products
sales from system integration sales and lower sales overall.

                                      -13-
<PAGE>
                     Communication Intelligence Corporation
                                 and Subsidiary
               (In thousands, except share and per share amounts)
                                    FORM 10-Q

     Gross  Margin.  Gross margin for the three and nine months ended  September
30, 2002 decreased $138 and $459, respectively, or 30% and 20%, respectively, to
$321 and $1,845, respectively,  from $459 and $2,304, respectively,  in the same
prior year periods.

     Online gross margin for the three and nine months ended  September 30, 2002
decreased $35 and $181, respectively,  or 33% and 67%, respectively,  to $70 and
$89,  respectively,  from $105 and $270,  respectively,  in the same  prior year
periods.  This decrease was due to lower sales during the  comparable  three and
nine month  periods  offset by the  elimination  of the mailer  program  and the
associated costs. Online gross margins were 84% and 31%, respectively,  of sales
for the three and nine months ended  September 30, 2002 compared to 44% and 28%,
respectively, in the same prior year periods.

     Corporate  sales gross margin for the three and nine months ended September
30, 2002 decreased $93 and $250, respectively,  or 44% and 15%, respectively, to
$117 and $1,390, respectively, compared to $210 and $1,640, respectively, in the
same prior year  periods.  This  decrease was  primarily  due to the decrease in
corporate  sales.  Corporate sales gross margin as a percentage of sales was 89%
and 90% for the three and nine month periods  ended  September 30, 2002 compared
to 94% and 87%,  respectively,  for the same three and nine month periods of the
prior year.

     Gross margins related to nonrecurring  maintenance  fees from M10 decreased
for the nine months  ended  September  30,  2002 to $0,  compared to $352 in the
prior  year  period.  This  decrease  was  due to the  Company  not  recognizing
nonrecurring  maintenance  fees  during the  current  three and nine month ended
September 30, 2002, compared to the same periods in the prior year.

     China sales gross  margin for the three month period  ended  September  30,
2002  decreased  $10, or 7% to $134 from $144 in the same prior year period on a
32%  decrease in  revenues.  This  decrease in gross margin for the three months
ended  September  30, 2002,  resulted  from a change in the sales mix from lower
margin system  integration  sales to higher margin software sales.  For the nine
months ended  September 30, 2002 gross margin  decreased $28, or 7% to $366 from
$394 in the same prior year period on a 37% decrease in revenues.  This decrease
in gross margin for the nine months ended  September  30, 2002  resulted  from a
change in the sales mix from lower  margin  system  integration  sales to higher
margin software  sales.  As a percentage of sales,  China gross margins were 43%
and 38% for the three and nine months ended  September  30, 2002,  respectively,
compared to 32% and 31%,  respectively,  for the comparable three and nine month
periods in the prior year periods.

     Research and development  expenses.  Research and development  expenses for
the three and nine months ended  September  30, 2002  decreased by $61 and $254,
respectively,  to $367 and $1,145, respectively, as compared to $428 and $1,399,
respectively,  in the comparable three and nine month periods of the prior year.
The decrease was due primarily to the reduction of  approximately  $12 and $224,
respectively,  in outside  engineering costs associated with the assimilation of
the PenOp  intellectual  property  into the  Company's  products.  In  addition,
payroll and related costs decreased  approximately  $44 and $110,  respectively,
for the three and nine months ended  September  30, 2002,  compared to the prior
year. The reduction in payroll and related  expenses was due to actions taken in
the fourth  quarter of last year to trim  expenses  in  response  to a weakening
economy.  Other costs including facilities and shared engineering costs with the
Joint  Venture  decreased  $5 for the three  months  ended  September  30,  2002
compared  to the  prior  year and  increased  $80 over  the  nine  months  ended
September 30, 2002. The increase over the nine month period was due to increases
in facility expenses.  Expenses transferred to cost of sales for the nine months

                                      -14-
<PAGE>
                     Communication Intelligence Corporation
                                 and Subsidiary
               (In thousands, except share and per share amounts)
                                    FORM 10-Q

ended  September  30  2002  decreased  $40  compared  to  the  prior  year.  The
fluctuations  in  expenses  for the three and nine month  periods are due to the
changes in the number of revenue generating  nonrecouring  engineering  projects
being worked on during a given period.  The Company  capitalized $20 in software
development costs associated with new products and enhancements  during the nine
months ended  September,  2001.  The Company did not  capitalize any new product
software development costs in the nine month period ending September 30, 2002.

     Sales and marketing  expenses.  Sales and marketing  expenses for the three
and nine months ended September 30, 2002 decreased $103 and $423,  respectively,
to $367 and $1,181, respectively,  as compared to $470 and $1,604, respectively,
in  the  comparable  periods  of  the  prior  year.  Professional  services  and
advertising  expenses  decreased  $50 to $42 from $92 for the three  month ended
September  30, 2002,  as compared  with the same period last year.  For the nine
month period ended  September 30, 2002,  professional  services and  advertising
fees  decreased  $160 to $149 from $309,  as compared  with the same period last
year.  This  decrease  was due  primarily  to the  reduction  in resource  guide
advertisements included in the box that accompanies the hand held devices. Other
costs,  including  salaries  and  related  expenses  and travel  and  recruiting
expenses,  decreased $53 for the three months ended September 30, 2002, compared
to the same period in the prior year.  For the nine months ended  September  30,
2002,  other  costs,  including  salaries  and related  expenses  and travel and
recruiting  expenses  decreased  $263 as compared to the same nine month  period
last year.  The  reduction  in other  expenses  was due to actions  taken in the
fourth  quarter of last year and again in the third  quarter of the current year
to trim expenses in response to a weakening economy.

     General and administrative  expenses.  General and administrative  expenses
for the three and nine months ended  September 30, 2002  decreased $145 and $345
to $583 and $1,762,  respectively,  from $728 and $2,107,  respectively,  in the
comparable  periods of the prior year.  Professional  services decreased $64 and
$243, respectively,  due to the reduction in legal fees and in financial service
fees paid to the former  chairman of the  Company.  Payroll  and  related  costs
decreased  approximately $12 due to reductions in head count in the three months
ended September 30, 2002.  Salaries and related expense increased  approximately
$8 over the nine months ended September 30, 2002, due to salary increases. Other
costs,  including investor relations and facilities and related costs, decreased
$63 and $96,  respectively,  over the comparable three and nine month periods of
the prior year.  The reduction in other expenses was due to actions taken in the
fourth  quarter of last year and again in the third  quarter of the current year
to trim expenses in response to a weakening economy.

     Interest  and other  income  (expense),  net.  Interest  and  other  income
(expense),  net for the three and nine months ended September 30, 2002 decreased
$24 and $47, respectively, to an expense of $19 and $28, respectively,  compared
to income of $5 and $19,  respectively,  in the comparable  periods of the prior
year.  Interest  income from cash and cash  equivalents  decreased  $15 and $31,
respectively,  to $2 and $9 for the three and nine months  ended  September  30,
2002  compared  to $17 and $40 in the  same  periods  of the  prior  year.  This
decrease was due to lower cash balances and  reduction in interest  rates during
the three and nine month periods ended  September 30, 2002. The interest  income
was offset by $3 and $15,  respectively,  of credit card processing fees related
to Online sales and other  expenses for the three and nine month  periods  ended
September 30, 2002, compared to $9 and $30, respectively, in the same periods of
the prior year.

                                      -15-
<PAGE>
                     Communication Intelligence Corporation
                                 and Subsidiary
               (In thousands, except share and per share amounts)
                                    FORM 10-Q

     Interest expense. Interest expense decreased $13 to $53 for the three month
period ended September 30, 2002,  compared to $66 in the same prior year period.
The decrease was due to the reduction in the prime rate as compared to the prior
year. For the nine months ended September 30, 2002,  interest expense  decreased
$70 to $155,  compared to $225 in the same prior year  period.  The decrease was
primarily  due to the write off in June 2001 of the loan discount as a result of
the payment of the $1,500 note.

Liquidity and Capital Resources

     At September 30, 2002, cash and cash equivalents totaled $1,246 compared to
cash and cash  equivalents  of $2,588 at December 31, 2001. The decrease was due
primarily to cash used in operating activities of $1,569, cash used in investing
activities of $54. Cash provided by financing activities was $281, net. The $281
provided by financing  activities consists of $426 in proceeds from the exercise
of stock options by the Company's employees and former chairman, the acquisition
of capital equipment under capital lease of $40, reduced by the repayment of the
note by the Joint Venture of $181, and by payments of capital lease  obligations
of $4.  Total  current  assets were $2,372 at September  30,  2002,  compared to
$3,899 at December 31, 2001.

     As of September 30, 2002, the Company's  principal  source of funds was its
cash and cash equivalents  aggregating  $1,246.

     The Company  was  incorporated  in  Delaware  in 1986 and the  accompanying
financial  statements have been prepared assuming that the Company will continue
as a going concern.  The Company has suffered  recurring  losses from operations
that raise a doubt about its ability to continue as a going concern. The Company
is in the process of filing a  registration  statement  with the  Securities and
Exchange  Commission in order to obtain funding from equity financing.  However,
there can be no assurance that the Company will have adequate capital  resources
to fund planned operations or that any additional funds will be available to the
Company when needed, or if available, will be available on favorable terms or in
amounts  required by the  Company.  If the Company is unable to obtain  adequate
capital resources to fund operations, it may be required to delay, scale back or
eliminate  some or all of its  operations,  which  may have a  material  adverse
effect on the Company's  business,  results of operations and ability to operate
as a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

     Current liabilities, which include deferred revenue, were $953 at September
30, 2002.  Deferred  revenue,  totaling  $123 at September  30, 2002,  primarily
reflects  advance  payments for products and maintenance fees from the Company's
licensees  which are  generally  recognized  as revenue by the Company  when all
obligations are met or over the term of the maintenance agreement.

     The Company  currently  owns 90% of a joint  venture  with the  Information
Industry  Bureau of the Jiangsu  Province,  a provincial  agency of the People's
Republic of China (the "Agency").  The Company's investment in the Joint Venture
is subject to risks of doing  business  abroad,  including  fluctuations  in the
value  of  currencies,   export  duties,  import  controls  and  trade  barriers
(including  quotas),  restrictions  on the  transfer  of funds,  longer  payment
cycles,  greater  difficulty  in  accounts  receivable  collections,  burdens of
complying with foreign laws and political and economic instability.

     On  October  2,  2001,  the  Company  entered a new five year lease for its
existing  principal  offices at 275 Shoreline  Drive,  Suite 500, Redwood Shores
California for approximately  9,634 square feet. The lease commenced November 1,
2001 with a first  year lease cost of  approximately  $347,000.  The cost of the
lease will increase  approximately 3% per annum over the term of the lease which

                                      -16-
<PAGE>
                     Communication Intelligence Corporation
                                 and Subsidiary
               (In thousands, except share and per share amounts)
                                    FORM 10-Q

expires  October 31,  2006.  In addition to the base rent the Company will pay a
percentage of the increase,  if any, in operating  cost incurred by the landlord
in such year over the  operating  expenses  incurred by the landlord in the base
year.  The Company  believes the offices will be adequate for its needs over the
term of the lease.

     On August 23, 2001,  the  Company's  90% owned Joint  Venture  borrowed the
aggregate  equivalent of $181,  denominated in Chinese currency,  from a Chinese
bank. The loan bears interest at 5.37% per annum and is due August 23, 2002. The
borrowing did not require the Joint Venture to deposit a  compensating  balance.
In February  2002,  the Joint Venture  repaid $121,  and in June 2002 repaid the
remaining balance of $60 denominated in Chinese currency.

     On June 19, 2001, the Company consummated a three-year $3 million financing
(the  "Loan")  with a  charitable  remainder  annuity  trust of which the former
chairman of the Company is a trustee  (the  "Trust").  The  proceeds of the Loan
were used to refinance $1,500 of indebtedness  outstanding to the Trust pursuant
to a loan made by the  Trust to the  Company  in  October  1999 and for  working
capital purposes.  The Loan bears interest at the rate of 2% over the prime rate
publicly  announced  by  Citibank  N. A. from time to time,  which was 6.75% per
annum at September 30, 2002,  and is due June 18, 2004. The Loan may be pre-paid
by the Company in whole or in part at any time without  penalty,  subject to the
right of the Trust to convert the outstanding  principal amount of the Loan into
shares of common  stock.  Pursuant  to the terms of the Loan,  the Trust has the
option,  at any time prior to  maturity,  to convert  all or any  portion of the
outstanding  principal  amount  of the Loan into  shares of common  stock of the
Company at a conversion price of $2.00 per share, subject to adjustment upon the
occurrence  of certain  events.  If, prior to maturity of the Loan,  the Company
consummates  one or more  financings  providing  $5  million  or  more in  gross
proceeds,  the Company is required to apply 50% of the  proceeds in excess of $5
million  to the then  outstanding  principal  amount  of the  Loan.  The Loan is
secured  by a  first  priority  security  interest  in  and  lien  on all of the
Company's assets as now owned or hereafter acquired by the Company.

     In connection with the Loan, the Company entered into a registration rights
agreement  with the Trust which  obligates  the  Company to file a  registration
statement with the Securities and Exchange  Commission  covering the sale of the
shares of the Company's  common stock issuable upon conversion of the Loan if it
receives a demand by the holder of the Loan to do so, and to use its  reasonable
best efforts to cause such registration statement to become effective.

Forward Looking Statements

     Certain  statements  contained  in this  quarterly  report  on  Form  10-Q,
including  without  limitation,  statements  containing  the  words  "believes",
"anticipates", "hopes", "intends", "expects", and other words of similar import,
constitute  "forward  looking"  statements  within the  meaning  of the  Private
Securities  Litigation  Reform Act of 1995.  Such  statements  involve known and
unknown risks,  uncertainties and other factors which may cause actual events to
differ materially from expectations. Such factors include the following:

o    Technological,   engineering,   manufacturing,  quality  control  or  other
     circumstances which could delay the sale or shipment of products;

                                      -17-
<PAGE>
                     Communication Intelligence Corporation
                                 and Subsidiary
               (In thousands, except share and per share amounts)
                                    FORM 10-Q

Forward Looking Statements(continued)

o    Economic,  business,  market and  competitive  conditions  in the  software
     industry and  technological  innovations  which could affect the  Company's
     business;

o    The Company's  inability to protect its trade secrets or other  proprietary
     rights,  operate without  infringing upon the proprietary  rights of others
     and  prevent  others  from  infringing  on the  proprietary  rights  of the
     Company; and

o    General economic and business conditions and the availability of sufficient
     financing.

     The Company  undertakes  no  obligation  to  publicly  update or revise any
forward-looking  statements,  as a result of new  information,  future events or
otherwise.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

     The Company has an investment portfolio of fixed income securities that are
classified  as  cash  equivalents.  These  securities,  like  all  fixed  income
instruments,  are  subject to  interest  rate risk and will fall in value if the
market interest rates increase.  The Company  attempts to limit this exposure by
investing  primarily in short term securities.  The Company has not entered into
any short-term security  investments during the three months ended September 30,
2002.

Foreign Currency Risk

     From time to time,  the Company  makes certain  capital  equipment or other
purchases  denominated in foreign  currencies.  As a result,  the Company's cash
flows and earnings  are exposed to  fluctuations  in interest  rates and foreign
currency  exchange rates. The Company attempts to limit these exposures  through
operational strategies and generally has not hedged currency exposures.

Future Results and Stock Price Risk

     The Company's  stock price may be subject to  significant  volatility.  The
public stock markets have experienced  significant volatility in stock prices in
recent  years.  The  stock  prices  of  technology  companies  have  experienced
particularly high volatility, including, at times, severe price changes that are
unrelated or  disproportionate  to the operating  performance of such companies.
The  trading  price of the  Company's  common  stock  could be  subject  to wide
fluctuations in response to, among other factors,  quarter-to-quarter variations
in operating results, announcements of technological innovations or new products
by the Company or its competitors,  announcements of new strategic relationships
by the Company or its competitors,  general  conditions in the computer industry
or the global economy generally, or market volatility unrelated to the Company's
business and operating results.

Part II-Other Information

Item 1.  Legal Proceedings

     The  Company was named as a defendant  in a suit  brought in U.S.  District
Court for the  Southern  District  of New York,  filed on August 5,  2002,  case
number  02-CV-6197.  The  plaintiffs,  Richard M. Ross and Jane  Spaulder  Ross,
brought claims for breach of contract, conversion, negligence and statutory

                                      -18-
<PAGE>
                     Communication Intelligence Corporation
                                 and Subsidiary
               (In thousands, except share and per share amounts)
                                    FORM 10-Q

Item 1.  Legal Proceedings (continued)
         -----------------------------

violations, alleging that the Company provided incorrect or false information to
plaintiffs'  stock  broker,  thereby  delaying  the sale of their  shares in the
Company and causing a loss in excess of $500,000.  While the litigation is in an
early  stage,  based on the  available  information,  we do not believe that the
action will  ultimately  have a material  financial  impact on the  Company.  We
believe that the claims are without  merit,  and we intend to vigorously  defend
against them.

     In a separate  arbitration  proceeding the plaintiffs  have brought similar
claims for relief against  Charles  Schwab & Co., Inc.,  their broker during the
period in question, based upon other legal theories.

Item 2.  Change in Securities

     During the three months ended September 30, 2002, the Company granted stock
options to employees as follows:

  ------------------------------------------------------------------------------
                Grant     Number of       Option       Vesting      Expiration
   Grantees     Date       Options        Price        Period          Date
  ------------------------------------------------------------------------------

                                                    Quarterly over
  2 Employees  9/25/02     275,000        $0.28       three years     9/25/02
  ------------------------------------------------------------------------------

Item 3.  Defaults Upon Senior Securities

         None

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

         None

Item 5.  Other Information

               We  have   evaluated  the  Company's   disclosure   controls  and
          procedures within ninety days ("Evaluation Date") prior to this report
          and concluded that there were no material weaknesses in those controls
          and  procedures  as of that  date.  To the best of our  knowledge  and
          belief, there have been no significant changes in internal controls or
          other   factors   subsequent  to  the   Evaluation   Date  that  could
          significantly affect internal controls and procedures.


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

         Certification of Chief Executive Officer and Chief Financial Officer

(b)      Reports on Form 8-K

     None


                                      -19-
<PAGE>
                     Communication Intelligence Corporation
                                 and Subsidiary
               (In thousands, except share and per share amounts)
                                    FORM 10-Q

                                   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 thereunto duly authorized.





                                       COMMUNICATION INTELLIGENCE CORPORATION
                                    --------------------------------------------
                                                    Registrant



  October 24 , 2002                          /s/ Francis V. Dane
---------------------           ------------------------------------------------
       Date                                      Francis V. Dane
                                 (Principal Financial Officer and Officer Duly
                                 Authorized to Sign on Behalf of the Registrant)

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with  the  quarterly   report  of   Communication   Intelligence
Corporation  (the  "Company")  on Form  10-Q  for  the  quarterly  period  ended
September 30, 2002, as filed with the Securities and Exchange  Commission on the
date hereof (the "Report"),  I, Francis V. Dane,  Principal  Financial  Officer,
certify,  pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes
Oxley Act of 2002, that to the best of my knowledge:

(1)  The Report fully complies with the  requirements  of section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.


By: /s/Francis V. Dane
   Principal Financial Officer

In  connection  with  the  quarterly   report  of   Communication   Intelligence
Corporation  (the  "Company")  on Form  10-Q  for  the  quarterly  period  ended
September 30, 2002, as filed with the Securities and Exchange  Commission on the
date hereof (the "Report"),  I, Guido  DiGregorio,  Chairman and Chief Executive
Officer,  certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the
Sarbanes Oxley Act of 2002, that to the best of my knowledge:

(1)  The Report fully complies with the  requirements  of section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.


By: /s/Guido DiGregorio
    Chairman and Chief Executive Officer


                                      -20-
<PAGE>


                     Communication Intelligence Corporation
                                 and Subsidiary
                                    FORM 10-Q


CERTIFICATION


I, Francis V. Dane, certify that:


1.   I have  reviewed  this  Quarterly  Report  on Form  10-Q  of  Communication
     Intelligence Corporation;


2.   Based on my knowledge,  this  Quarterly  Report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this Quarterly Report;


3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  Quarterly  Report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     Quarterly Report;


4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;


     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and


     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;


5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):


     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and


     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and


6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  October 28, 2002

                           By: /s/ Francis V. Dane
                               -------------------------
                              Principal Financial Officer

                                      -21-
<PAGE>

CERTIFICATION


I, Guido DiGregorio, certify that:


1.   I have  reviewed  this  quarterly  report  on Form  10-Q  of  Communication
     Intelligence Corporation;


2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;


3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;


4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;


     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and


     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;


5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):


     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and


     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and


6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  October 28, 2002

                            By: /s/ Guido DiGregorio
                               ----------------------------
                                       Chairman
                                 Chief Executive Officer


                                      -22-