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^*

Garber Mitchell Alan

(Last)

(First)

(Middle)

5 CHEMIN GRANVILLE

(Street)

HAMPSTEAD

H3X 3A1

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/15/2004

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)
Class "A" shares	12/14/2004		M	V	11,330⁽¹⁾	A	$4.47⁽²⁾	26,607⁽³⁾	D
Class "A" shares	12/14/2004		M	V	11,330⁽¹⁾	A	$8.04⁽²⁾	37,937⁽⁴⁾	D
Class "A" shares	12/22/2004		G⁽⁵⁾	V	1,200	D	$11.79⁽⁶⁾	36,737⁽⁷⁾	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)
Option to Purchase Class "A" shares	$4.47⁽²⁾	12/14/2004		M	V		11,330⁽¹⁾	12/14/2001⁽⁸⁾	12/14/2004	Class "A" shares	11,330⁽¹⁾	$4.47⁽²⁾	684,667⁽⁹⁾	D
Option to Purchase Class "A" shares	$8.04⁽²⁾	12/14/2004		M	V		11,330⁽¹⁾	12/14/2001⁽⁸⁾	12/14/2004	Class "A" shares	11,330⁽¹⁾	$8.04⁽²⁾	673,337⁽¹⁰⁾	D

Explanation of Responses:

1. On December 15, 2004, the Reporting Person filed a Form 4 pertaining to the exercise on December 14, 2004 of two separate options to purchase Class "A" shares of the Issuer. The Form 4 filed on December 15, 2004 inadvertently stated that the number of Class "A" shares in respect of which each option was exercised was 11,130. In fact, the number of Class "A" shares in respect of which each option was exercised was 11,330. This Form 4A amends the information in the Form 4 filed on December 15, 2004 by increasing the number of options disposed of and the number of Class "A" shares acquired, in the case of both option exercises, from 11,130 to 11,330.

2. The exercise price is payable in Canadian dollars and has been converted into U.S. dollars at the rate of US$1.00=Cdn$1.2353, being the closing exchange rate as quoted by the Bank of Canada for December 14, 2004.

3. The Form 4 filed by the Reporting Person on December 15, 2004, reported that the amount of Class "A" shares held by the Reporting Person following the exercise of the options on December 14, 2004 was 26,407. In light of the amendment described in explanation (1) above, this Form 4A amends the information in the Form 4 filed on December 15, 2004, by increasing the amount of Class "A" shares held by the Reporting Person following the exercise of the options from 26,407 to 26,607.

4. The Form 4 filed by the Reporting Person on December 15, 2004, reported that the amount of Class "A" shares held by the Reporting Person following the exercise of the options on December 14, 2004 was 37,537. In light of the amendment described in explanation (1) above, this Form 4A amends the information in the Form 4 filed on December 15, 2004, by increasing the amount of Class "A" shares held by the Reporting Person following the exercise of the options from 37,537 to 37,937.

5. Charitable donation.

6. Being the prevailing market price for the shares at the time of the transaction.

7. On December 23, 2004, the Reporting Person filed a Form 4 pertaining to the disposition on December 22, 2004, by way of charitable donation, of 1,200 Class "A" shares of the Issuer. In light of the amendment described in explanation (1) above, this Form 4A amends the information in the Form 4 filed on December 23, 2004, by increasing the amount of Class "A" shares held by the Reporting Person following the disposition from 36,337 to 36,737.

8. Options became exercisable as to 50% on December 14, 2000 and as to 50% on December 14, 2001.

9. The Form 4 filed by the Reporting Person on December 15, 2004, reported that the number of options to purchase Class "A" shares held by the Reporting Person following the exercise of the options on December 14, 2004 was 684,867. In light of the amendment described in explanation (1) above, this Form 4A amends the information in the Form 4 filed on December 15, 2004, by decreasing the number of options to purchase Class "A" shares held by the Reporting Person following the exercise of the options from 684,867 to 684,667.

10. The Form 4 filed by the Reporting Person on December 15, 2004, reported that the number of options to purchase Class "A" shares held by the Reporting Person following the exercise of the options on December 14, 2004 was 673,737. In light of the amendment described in explanation (1) above, this Form 4A amends the information in the Form 4 filed on December 15, 2004, by decreasing the number of options to purchase Class "A" shares held by the Reporting Person following the exercise of the options from 673,737 to 673,337.

	Mitchell Garber	01/18/2005
	** 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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