SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 2)*
Insweb Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45809K202
(CUSIP Number)
December 31, 2005
(Date of Event which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
Page 1 of 5
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* 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).
SCHEDULE 13G
CUSIP NO. 45809K202 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lloyd I. Miller, III
279-42-7925
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
130,687
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 351,008
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 130,687
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
351,008
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
481,695
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.9%
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12 TYPE OF REPORTING PERSON
IN-IA-OO**
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
** See Item 4.
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Introduction: Due to a clerical error, the reporting person inadvertently
stated on the Amendment No. 1 to the Schedule 13G filed on
December 28, 2005 ("Amendment No. 1") that the reporting person
beneficially owned 418,879 shares of the Issuer's common stock
when in fact the reporting person beneficially owned 476,795
shares of the Issuer's common stock. Since Amendment No. 1,
there have been changes to the beneficial ownership of the
Issuer's common stock held by the reporting person which
requires the filing of this calendar year end amendment.
Item 1(a). Name of Issuer: Insweb Corporation
Item 1(b). Address of Issuers's
Principal Executive Offices: 11290 Pyrites Way, Suite 200
Gold River, California 95670
Item 2(a). Name of Person Filing: Lloyd I. Miller, III
Item 2(b). Address of Principal Business Office
or, if None, Residence: 4550 Gordon Drive, Naples,
Florida 34102
Item 2(c). Citizenship: U.S.A.
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP Number: 45809K202
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) or (c),
CHECK WHETHER THE PERSON FILING IS A:
Not Applicable, this statement is filed pursuant to 13d-1(c)
Item 4. OWNERSHIP: The reporting person has sole voting and dispositive power
with respect to 130,687 of the reported securities as the manager of a
limited liability company that is the general partner of a certain limited
partnership. The reporting person has shared voting and dispositive power
with respect to 351,008 of the reported securities as an investment advisor
to the trustee of certain family trusts.
(a) 481,695
(b) 11.9%
(c) (i) sole voting power: 130,687
(ii) shared voting power: 351,008
(iii) sole dispositive power: 130,687
(iv) shared dispositive power: 351,008
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
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Persons other than Lloyd I. Miller III, have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, the reported securities.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
Item 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
Item 10. CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 13, 2006 /s/ Lloyd I. Miller, III
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Lloyd I. Miller, III