SEC FORM 4

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^*

BOHANNON ROBERT H

(Last)

(First)

(Middle)

VIAD CORP

1850 N. CENTRAL AVE.

(Street)

PHOENIX

85077-0810

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VIAD CORP [ VVI ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President	& CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2004

4. 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 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	02/18/2004		A⁽¹⁾		50,000	A	$0.00⁽¹⁾	579,008.878	D
Common Stock	02/18/2004		A⁽²⁾		75,000	A	$0.00⁽²⁾	654,008.878	D
Common Stock	02/19/2004		F⁽³⁾		14,533	D	$0.00	639,475.878	D
Common Stock	01/31/2004		J		76.952	A	$0.00⁽⁴⁾	5,535.825	I	401K Plan
Common Stock								21,520	I	Family Trust

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-right to buy	$25.375	02/18/2004		A⁽⁵⁾		80,000		⁽⁵⁾	02/18/2014	Common Stock	80,000	$0.00	80,000	D

Explanation of Responses:

1. Restricted stock awarded pursuant to 1997 Viad Corp Omnibus Incentive Plan.

2. Performance-based restricted stock awarded pursuant to 1997 Viad Corp Omnibus Incentive Plan.

3. Of the 100,000 shares of performance-based stock that were awarded February 19, 2003 pursuant to the 1997 Viad Corp Omnibus Incentive Plan, all shares were earned, and one-third of the shares or 33,333 shares vested on 02-19-2004. Of the 33,333 vested shares, 14,533 shares were surrendered for payment of taxes.

4. The information reported is as of January 31, 2004.

5. Granted pursuant to 1997 Viad Corp Omnibus Incentive Plan, as amended 05-14-2002; each ten-year option contains the right to surrender the option for cash, which right is only exercisable during certain tender offers. The Corporation may permit a participant exercising an option to surrender already owned stock in payment of exercise price, and to surrender stock, to which participant is entitled as a result of such exercise, to satisfy a tax withholding requirement. 33 1/3% of options are exercisable one year after grant, 33 1/3% are exercisable two years after grant and the remaining balance is exercisable three years after grant, except that exercisablity is accelerated in certain circumstances.

	Scott E. Sayre, Attorney-in-Fact	02/23/2004
	** 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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