Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
BODINE PETER G
   2. Issuer Name and Ticker or Trading Symbol
IPASS INC [IPAS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O IPASS INC., 3800 BRIDGE PARKWAY		 3. Date of Earliest Transaction (Month/Day/Year)
09/10/2009
(Street)

REDWOOD SHORES, CA 94065		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 2.1 09/10/2009   D(1)     120,000 09/10/2009(1) 01/15/2013 Common Stock 120,000 (1) 0 D  
Stock Option (Right to Buy) $ 1.82 09/10/2009   A(1)   120,000   09/10/2009(1) 01/15/2013 Common Stock 120,000 (1) 120,000 D  
Stock Option (Right to Buy) $ 1.37 09/10/2009   A(2)   2,790   09/10/2009(2) 01/15/2013 Common Stock 2,790 (2) 2,790 D  
Stock Option (Right to Buy) $ 10.44 09/10/2009   D(1)     30,000 09/10/2009(1) 06/04/2014 Common Stock 30,000 (1) 0 D  
Stock Option (Right to Buy) $ 9.02 09/10/2009   A(1)   30,000   09/10/2009(1) 06/04/2014 Common Stock 30,000 (1) 30,000 D  
Stock Option (Right to Buy) $ 6.24 09/10/2009   D(1)     30,000 09/10/2009(1) 06/03/2015 Common Stock 30,000 (1) 0 D  
Stock Option (Right to Buy) $ 5.39 09/10/2009   A(1)   30,000   09/10/2009(1) 06/03/2015 Common Stock 30,000 (1) 30,000 D  
Stock Option (Right to Buy) $ 6.36 09/10/2009   D(1)     15,000 09/10/2009(1) 06/01/2016 Common Stock 15,000 (1) 0 D  
Stock Option (Right to Buy) $ 5.5 09/10/2009   A(1)   15,000   09/10/2009(1) 06/01/2016 Common Stock 15,000 (1) 15,000 D  
Stock Option (Right to Buy) $ 5.43 09/10/2009   D(1)     15,000 09/10/2009(1) 06/07/2017 Common Stock 15,000 (1) 0 D  
Stock Option (Right to Buy) $ 4.69 09/10/2009   A(1)   15,000   09/10/2009(1) 06/07/2017 Common Stock 15,000 (1) 15,000 D  
Stock Option (Right to Buy) $ 2.22 09/10/2009   D(1)     15,000 09/10/2009(1) 05/29/2018 Common Stock 15,000 (1) 0 D  
Stock Option (Right to Buy) $ 1.92 09/10/2009   A(1)   15,000   09/10/2009(1) 05/29/2018 Common Stock 15,000 (1) 15,000 D  
Stock Option (Right to Buy) $ 1.37 09/10/2009   A(2)   174   09/10/2009(2) 05/29/2018 Common Stock 174 (2) 174 D  
Stock Option (Right to Buy) $ 1.58 09/10/2009   D(3)     15,000 06/24/2010(3) 06/24/2019 Common Stock 15,000 (3) 0 D  
Stock Option (Right to Buy) $ 1.37 09/10/2009   A(3)   15,000   06/24/2010(3) 06/24/2019 Common Stock 15,000 (3) 15,000 D  
Stock Option (Right to Buy) $ 1.37 09/10/2009   A(4)   959   06/24/2010(4) 06/24/2019 Common Stock 959 (4) 959 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BODINE PETER G
C/O IPASS INC.
3800 BRIDGE PARKWAY
REDWOOD SHORES, CA 94065		   X      

Signatures

 /s/ Bill Garvey, Power of Attorney for Peter Bodine   09/14/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) The two reported transacations involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The amendment of the option was made in connection with a $0.32/share special dividend payable to stockholders of record as of August 31, 2009. The option was fully vested as of September 10, 2009.
(2) The grant was made in connection with a $0.32/share special dividend payable to stockholders of record as of August 31, 2009. The shares were granted with the same vesting schedule as the original option grant which was fully vested as of September 10, 2009.
(3) The two reported transacations involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The amendment of the option was made in connection with a $0.32/share special dividend payable to stockholders of record as of August 31, 2009. The option was originally granted on June 24, 2009 and will vest on the first anniversary of the date of grant or, if earlier, on the date of the next annual meeting following the grant date.
(4) The grant was made in connection with a $0.32/share special dividend payable to stockholders of record as of August 31, 2009. The shares were granted with the same vesting schedule as the original option grant which will vest on the first anniversary of the date of grant or, if earlier, on the date of the next annual meeting following the grant date.

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