Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Nelson Barbara Mary
 2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2011		 3. Issuer Name and Ticker or Trading Symbol
IPASS INC [IPAS]
(Last)
(First)
(Middle)
3800 BRIDGE PARKWAY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President and CTO
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

REDWOOD SHORES, CA 94065		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 81,687
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (1) 04/13/2019 Common Stock 2,887 $ 1.17 D  
Employee Stock Option (right to buy)   (1) 04/13/2019 Common Stock 131 $ 1.17 D  
Employee Stock Option (right to buy)   (1) 04/13/2019 Common Stock 120,000 $ 0.71 D  
Employee Stock Option (right to buy)   (1) 04/13/2019 Common Stock 13,255 $ 1.17 D  
Employee Stock Option (right to buy)   (2) 02/08/2017 Common Stock 29,250 $ 3.75 D  
Employee Stock Option (right to buy)   (3) 07/29/2014 Common Stock 30,000 $ 3.94 D  
Employee Stock Option (right to buy)   (4) 07/29/2015 Common Stock 45,000 $ 4.24 D  
Employee Stock Option (right to buy)   (5) 05/11/2016 Common Stock 36,000 $ 4.79 D  
Employee Stock Option (right to buy)   (6) 07/07/2013 Common Stock 10,000 $ 5.52 D  
Employee Stock Option (right to buy)   (1) 04/13/2019 Common Stock 8,205 $ 0.9 D  
Employee Stock Option (right to buy)   (1) 04/13/2019 Common Stock 339 $ 0.9 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nelson Barbara Mary
3800 BRIDGE PARKWAY
REDWOOD SHORES, CA 94065		       Vice President and CTO  

Signatures

/s/ Bill Garvey, Power of Attorney for Barbara M. Nelson 02/16/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 25% of the option became exercisable on 04/13/2010 and vests in 36 equal monthly installments thereafter.
(2) 50% of the option vested on 05/15/2009 and 50% of the option vested on 11/15/2009.
(3) 25% of the option became exercisable on 07/29/2004 and vested in 48 equal monthly installments thereafter.
(4) 50% of the option vested on 08/01/2006 and 50% of the option vested on 08/01/2007.
(5) 50% of the option vested on 05/15/2008 and 50% of the option vested on 11/15/2008.
(6) 25% of the option vested on 07/07/2004 and vested in 36 equal installments thereafter.

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