SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GALLOWAY SCOTT

(Last)

(First)

(Middle)

201 SPEAR STREET

3RD FLOOR

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REDENVELOPE INC [ REDE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/30/2003

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/30/2003⁽¹⁾		C		414,052	A	⁽²⁾	414,052⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽⁴⁾	09/30/2003⁽¹⁾		C			311,598	⁽⁵⁾	⁽⁶⁾	Common Stock	311,598⁽³⁾	⁽²⁾	0	D
Series E Preferred Stock	⁽⁷⁾	09/30/2003⁽¹⁾		C			13,714	⁽⁵⁾	⁽⁶⁾	Common Stock	17,443	⁽²⁾	0	D
Series F Preferred Stock	⁽⁸⁾	09/30/2003⁽¹⁾		C			85,996	⁽⁵⁾	⁽⁶⁾	Common Stock	85,011	⁽²⁾	0	D

Explanation of Responses:

1. The original Form 4 erroneously listed the date of earliest transaction, the transaction date and the date the Form 4 was signed as 09/30/2002. The actual date of earliest transaction, the transaction date and the date the Form 4 was signed was 09/30/2003. This amended Form 4 amends and restates the original Form 4 in its entirety.

2. Per SEC instruction, column left blank.

3. Of such shares, the reporting person disclaims beneficial ownership of 129,396 shares, with respect to which he has no pecuniary interest. Such shares are held for the benefit of his former spouse pursuant to a Judgment of Divorce dated October 19, 2001, which refers to a "STIPULATION OF SETTLEMENT" dated September 20, 2001.

4. 1 share of Series A Preferred Stock is convertible into 1 share of the Issuer's Common Stock.

5. Immediately exercisable.

6. Not applicable.

7. 1 share of Series E Preferred Stock is convertible into 1.27197 shares of the Issuer's Common Stock.

8. 1 share of Series F Preferred Stock is convertible into 0.98855 shares of the Issuer's Common Stock.

	/s/ Scott Galloway	03/29/2004
	** 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 4 (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).
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