SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Garber Mitchell Alan

(Last)

(First)

(Middle)

5 CHEMIN GRANVILLE

(Street)

HAMPSTEAD

H3X 3A9

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/06/2004

3. Issuer Name and Ticker or Trading Symbol
OPTIMAL GROUP INC [ OPMR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

5. If Amendment, Date of 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

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)
Class "A" shares	15,277	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Incentive Options to Purchase Class "A" shares	04/29/2005⁽¹⁾	04/29/2009	class "A" shares	454,417	$7.1	D
Incentive Options to Purchase Class "A" shares	04/29/2005⁽¹⁾⁽²⁾	04/29/2009	class "A" shares	68,989	$7.43	D
Incentive Options to Purchase Class "A" shares	04/29/2005⁽²⁾⁽³⁾	01/30/2009	class "A" shares	67,980	$8.35⁽⁵⁾	D
Incentive Options to Purchase Class "A" shares	04/29/2005⁽²⁾⁽³⁾	05/26/2008	class "A" shares	3,399	$4.06⁽⁵⁾	D
Incentive Options to Purchase Class "A" shares	04/29/2005⁽²⁾⁽³⁾	05/26/2008	class "A" shares	45,320	$4.06⁽⁵⁾	D
Incentive Options to Purchase Class "A" shares	06/18/2003⁽²⁾⁽⁴⁾	06/18/2007	class "A" shares	22,660	$4.22⁽⁵⁾	D
Incentive Options to Purchase Class "A" shares	11/06/2002⁽²⁾⁽⁴⁾	11/06/2006	class "A" shares	2,266	$7.59⁽⁵⁾	D
Incentive Options to Purchase Class "A" shares	11/06/2002⁽²⁾⁽⁴⁾	11/06/2006	class "A" shares	2,266	$4.22⁽⁵⁾	D
Incentive Options to Purchase Class "A" shares	08/14/2002⁽²⁾⁽⁴⁾	08/14/2006	class "A" shares	1,510	$7.59⁽⁵⁾	D
Incentive Options to Purchase Class "A" shares	08/14/2002⁽²⁾⁽⁴⁾	08/14/2006	class "A" shares	1,510	$4.22⁽⁵⁾	D
Incentive Options to Purchase Class "A" shares	12/22/2003⁽²⁾⁽⁴⁾	12/22/2005	class "A" shares	1,510	$7.59⁽⁵⁾	D
Incentive Options to Purchase Class "A" shares	12/22/2003⁽²⁾⁽⁴⁾	12/22/2005	class "A" shares	1,510	$4.22⁽⁵⁾	D
Incentive Options to Purchase Class "A" shares	12/14/2002⁽²⁾⁽⁴⁾	12/14/2004	class "A" shares	11,330	$7.59⁽⁵⁾	D
Incentive Options to Purchase Class "A" shares	12/14/2002⁽²⁾⁽⁴⁾	12/14/2004	class "A" shares	11,330	$4.22⁽⁵⁾	D
Option to Purchase Class "A" shares held by a third party	06/18/2003	⁽⁷⁾	class "A" shares	22,660	$4.22⁽⁵⁾	I⁽⁶⁾	See Footnote⁽⁶⁾
Option to Purchase Class "A" shares held by a third party	06/18/2003	⁽⁷⁾	class "A" shares	22,660	$2.11⁽⁵⁾	I⁽⁶⁾	See Footnote⁽⁶⁾

Explanation of Responses:

1. The options are exercisable as to one-third after each of the first, second and third anniversaries of April 29, 2004, subject to the following additional condition attached to vesting: the first one-third only vests if the average closing price for the Class "A" shares over any period of five consecutive trading days (the "Average Price") exceeds the exercise price by 20%; the second one-third only vests if the Average Price exceeds the exercise price by 35%; and the final one-third only vests if the Average Price exceeds the exercise price by 50%.

2. Options issued by Terra Payments Inc. and exercisable for Class "A" shares of Optimal Group Inc. pursuant to a combination agreement dated January 20, 2004 between Optimal Group Inc. and Terra Payments Inc.

3. These options are fully exercisable, however, the reporting person has agreed that so long as he is an employee of Optimal Payments Inc., a wholly owned subsidiary of the issuer, he will exercise his options only as to one-third after each of the first, second and third anniversaries of April 29, 2004.

4. These options are fully exercisable.

5. The exercise price is payable in Canadian dollars and has been converted into U.S. dollars at the rate of US$1.00=Cdn$1.3085, being the closing exchange rate as quoted by the Bank of Canada for April 6, 2004, the date upon which Terra Payments common share options held by the reporting person became exercisable for Class "A" shares of the issuer pursuant to the combination agreement dated January 20, 2004 between Optimal Group Inc. and Terra Payments Inc.

6. The option to purchase shares held by a third party has been granted to an entity of which the reporting person is sole director and shareholder.

7. None.

Remarks:

OPTIMAL GROUP INC. (THE "COMPANY") IS A FOREIGN PRIVATE ISSUER. CONSEQUENTLY, THE COMPANY'S SECURITIES ARE EXEMPT UNDER SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934 PURSUANT TO RULE 3a12-3(b) PROMULGATED THEREUNDER. THE FILING OF THIS FORM IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE A WAIVER OF THAT EXEMPTION BY EITHER THE COMPANY OR THE SIGNATORY OF THIS FORM.

	/s/ Mitchell Alan Garber	05/13/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.