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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)*

iPass Inc.
(Name of Issuer)

Common Shares, $.001 Par Value
(Title of Class of Securities)

42621V108
(CUSIP Number)

David K. Robbins, Esq.
Bingham McCutchen LLP
355 South Grand Avenue, Suite 4400
Los Angeles, California 90071
(213) 680-6400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 4, 2005
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

             
CUSIP No. 42621V108
  1. Name of Reporting Person:
SHAMROCK ACTIVIST VALUE FUND, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
35-2239069
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
DELAWARE
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
5,470,426 Common Shares
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
5,470,426 Common Shares
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
5,470,426 Common Shares
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
8.68%
  14.Type of Reporting Person (See Instructions):
PN

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CUSIP No. 42621V108
  1. Name of Reporting Person:
SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.		 I.R.S. Identification Nos. of above persons (entities only):
37-1497874
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
NOT APPLICABLE
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
DELAWARE
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
5,470,426 Common Shares
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
5,470,426 Common Shares
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
5,470,426 Common Shares
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
8.68%
  14.Type of Reporting Person (See Instructions):
OO

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CUSIP No. 42621V108
  1. Name of Reporting Person:
SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C. 		I.R.S. Identification Nos. of above persons (entities only):
87-0733755
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
NOT APPLICABLE
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
DELAWARE
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
5,470,426 Common Shares
8. Shared Voting Power:
0
9. Sole Dispositive Power:
5,470,426 Common Shares
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
5,470,426 Common Shares
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
8.68%
  14.Type of Reporting Person (See Instructions):
OO

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INTRODUCTION
This statement amends the Schedule 13D (the “Schedule 13D”) filed on May 23, 2005 by Shamrock Activist Value Fund, L.P., a Delaware limited partnership (“SAVF”), Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company (the “General Partner”), and Shamrock Partners Activist Value Fund, L.L.C., a Delaware limited liability company (“Shamrock Partners” and, collectively with SAVF and the General Partner, the “Reporting Persons”) with respect to Common Shares, $.001 par value per share (“Common Shares”), of iPass Inc., a Delaware corporation (the “Company”). Capitalized terms used and not defined in this Amendment No. 1 shall have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.

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1. ITEM 3 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION
ITEM 3. Source and Amount of Funds or Other Consideration.
The total amount of funds used by SAVF to purchase the 950,000 Common Shares reported in this Amendment No. 1 was $5,150,585 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF.
2. ITEMS 5(A) AND (B) OF THE SCHEDULE 13D ARE HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION
ITEM 5. Interests in Securities of the Issuer.
(a), (b) SAVF is the owner of 5,470,426 Common Shares, which represents approximately 8.68% of the issued and outstanding Common Shares. Since May 23, 2005, the date of the Schedule 13D filing, SAVF has acquired Common Shares on such dates, in such amounts and at such per share prices (excluding brokerage fees) as indicated on the Schedule of Transactions attached hereto as Exhibit 3 and incorporated herein by reference. All such transactions were effected in the open market on the NASDAQ National Market. As the general partner of SAVF, the General Partner, may be deemed to beneficially own the 5,470,426 Common Shares owned by SAVF, constituting approximately 8.68% of the issued and outstanding Common Shares. As the managing member of the General Partner, Shamrock Partners may be deemed to beneficially own the 5,470,426 Common Shares owned by SAVF, constituting approximately 8.68% of the issued and outstanding Common Shares. Shamrock Partners has sole voting and dispositive power with respect to the 5,470,426 Common Shares owned by SAVF by virtue of its authority to vote and dispose of such Common Shares.
Finally, each of the controlling persons of Shamrock Partners may be deemed to beneficially own the 5,470,426 Common Shares owned by SAVF, pursuant to Rule 13d-3 under the Act. Those controlling persons are identified in response to Item 2.
The percentage set forth in this response to Items 5(a) and 5(b) assumes that 63,024,964 Common Shares were outstanding as of April 15, 2005, as represented by the Company in its Proxy Statement filed with the S.E.C. on April 27, 2005.
3. ITEM 7 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING EXHIBITS
         
 
  ITEM 7.   Material to be Filed as Exhibits.
Document
             
 
  Exhibit 3   —   Schedule of Transactions
 
            
 
  Exhibit 4   —   Joint Filing Agreement, dated May 20, 2005, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: August 5, 2005
         
  SHAMROCK ACTIVIST VALUE FUND, L.P.
 		  
  By:   Shamrock Activist Value Fund GP, L.L.C., its    
    general partner   
       
 
     
  By:   Shamrock Partners Activist Value Fund,    
    L.L.C., its managing member   
       
 
     
  By:   /s/ Michael J. McConnell    
    Name:   Michael J. McConnell   
    Title:   Vice President   
 
 
  SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.
 		  
  By:   Shamrock Partners Activist Value Fund,    
    L.L.C., its managing member   
       
 
     
  By:   /s/ Michael J. McConnell    
    Name:   Michael J. McConnell   
    Title:   Vice President   
 
 
  SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.
 		  
  By:   /s/ Michael J. McConnell    
    Name:   Michael J. McConnell   
    Title:   Vice President   

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EXHIBIT INDEX
DOCUMENT
             
 
  Exhibit 3   —   Schedule of Transactions
 
            
 
  Exhibit 4   —   Joint Filing Agreement, dated May 20, 2005 among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

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