SEC 1745
(02-02)

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	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
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	SCHEDULE 13G	Estimated average burden hours per response. . 11

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

RedEnvelope, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

75733R601

(CUSIP Number)

March 23, 2004

(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)

*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 the disclosures provided in a prior cover page.

The information required in 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).

CUSIP No. 75733R601						13G	Page 2 of 10 Pages

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Madison Dearborn Partners, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		[ ]
		(b)		[ X ]

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) 0

	12.	Type of Reporting Person (See Instructions) OO (limited liability company)

CUSIP No. 75733R601						13G	Page 3 of 10 Pages

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Madison Dearborn Partners III, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		[ ]
		(b)		[ X ]

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) 0

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 75733R601						13G	Page 4 of 10 Pages

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Madison Dearborn Capital Partners III, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		[ ]
		(b)		[ X ]

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) 0

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 75733R601						13G	Page 5 of 10 Pages

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) DEP, L.L.C.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		[ ]
		(b)		[ X ]

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) 0

	12.	Type of Reporting Person (See Instructions) OO (limited liability company)

CUSIP No. 75733R601						13G	Page 6 of 10 Pages

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Direct Equity Partners I, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		[ ]
		(b)		[ X ]

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) 0

	12.	Type of Reporting Person (See Instructions) PN

The Statement on Schedule 13G originally filed with the Securities and Exchange Commission on October 10, 2003 by the persons named therein is hereby amended and supplemented by this Amendment No.1 to Schedule 13G.

Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)	Amount beneficially owned: 0
(b)	Percent of class: 0
(c)	Number of shares as to which the person has:
	(i)	Sole power to vote or to direct the vote 0
	(ii)	Shared power to vote or to direct the vote 0
	(iii)	Sole power to dispose or to direct the disposition of 0
	(iv)	Shared power to dispose or to direct the disposition of 0

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ý.

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.

Date: April 8, 2004	MADISON DEARBORN PARTNERS, LLC

	By:	/s/ Mike Wilson
	Name: Mike Wilson
	Its: Vice President


Date: April 8, 2004	MADISON DEARBORN PARTNERS III, L.P.

	By: Madison Dearborn Partners, LLC
	Its: General Partner

	By:	/s/ Mike Wilson
	Name: Mike Wilson
	Its: Vice President


Date: April 8, 2004	MADISON DEARBORN CAPITAL PARTNERS III, L.P.

	By: Madison Dearborn Partners III, L.P.
	Its: General Partner

	By: Madison Dearborn Partners, LLC
	Its: General Partner

	By:	/s/ Mike Wilson
	Name: Mike Wilson
	Its: Vice President


Date: April 8, 2004	DEP, L.L.C.

	By: Madison Dearborn Capital Partners III, L.P.
	Its: Controlling Member

	By: Madison Dearborn Partners III, L.P.
	Its: General Partner

	By: Madison Dearborn Partners, LLC
	Its: General Partner

	By:	/s/ Mike Wilson
	Name: Mike Wilson
	Its: Vice President

Date: April 8, 2004	DIRECT EQUITY PARTNERS I, L.P.

	By: DEP, L.L.C.
	Its: General Partner

	By: Madison Dearborn Capital Partners III, L.P.
	Its: Controlling Member

	By: Madison Dearborn Partners III, L.P.
	Its: General Partner

	By: Madison Dearborn Partners, LLC
	Its: General Partner

	By:	/s/ Mike Wilson
	Name: Mike Wilson
	Its: Vice President

Item 4. Ownership

Signature