SEC FORM 3/A

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

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1. Name and Address of Reporting Person^*

DE URIOSTE GEORGE

(Last)

(First)

(Middle)

1800 GREEN HILLS ROAD

(Street)

SCOTTS VALLEY

95066

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/03/2004

3. Issuer Name and Ticker or Trading Symbol
RAINMAKER SYSTEMS INC [ RMKR ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
09/15/2003

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)
Common Stock	5,000⁽¹⁾	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)
Stock Option (right to buy)	09/15/2003⁽²⁾	09/15/2013	Common Stock	100,000	$1.15	D
Stock Option (right to buy)	05/19/1999⁽³⁾	05/19/2009	Common Stock	50,000	$1.64	D

Explanation of Responses:

1. The prior Form 3 omitted to include 5,000 shares of the Company's common stock held in joint account with spouse, purchased in November 1999.

2. This option grant is immediately exercisable. Any unvested shares are subject to repurchase by the company at the exercise price paid per share upon the optionee's termination of service prior to vesting in such shares. This option vests in a series of eight (8) successive equal quarterly installments upon director's completion of each three (3)-month period of service over twenty-four (24)-month period measured from the grant date.

3. This option grant is immediately exercisable and fully vested.

	Martin Hernandez (POA on file)	03/03/2004
	** 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.
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