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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* FRONTENAC CO VII LLC (Last) (First) (Middle) 135 S. LASALLE STREET SUITE 3800 (Street) CHICAGO IL 60603-4131 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SI INTERNATIONAL INC [ SINT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/16/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	06/09/2004	06/09/2004	J(1)		500,000	D	$21.63	2,202,705(2)	I	See below(3)
Common Stock, par value $0.01 per share	06/09/2004	06/09/2004	S(5)		10,000	D	$21.6	125,165(2)	I	See below(4)
Common Stock, par value $0.01 per share	06/10/2004	06/10/2004	S(5)		15,000	D	$21.55	110,165(2)	I	See below(4)
Common Stock, par value $0.01 per share	06/09/2004	06/09/2004	J(7)		7,823	A	$21.63	7,823(8)	I	See below(8)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	$16.55	01/16/2004(6)		A		20,000(6)		01/16/2004	01/16/2014	Common Stock	20,000	$0.00	20,000	I	See below(6)

1. Name and Address of Reporting Person* FRONTENAC CO VII LLC (Last) (First) (Middle) 135 S. LASALLE STREET SUITE 3800 (Street) CHICAGO IL 60603-4131 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CRAWFORD JAMES III (Last) (First) (Middle) 135 S. LASALLE STREET SUITE 3800 (Street) CHICAGO IL 60603-4131 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FRONTENAC VII LP (Last) (First) (Middle) 135 S. LASALLE STREET, SUITE 3800 (Street) CHICAGO IL 60603-4131 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of Joint Filing Group

1. Name and Address of Reporting Person* COWIE JAMES E (Last) (First) (Middle) 135 S. LASALLE STREET, SUITE 3800 (Street) CHICAGO IL 60603-4131 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of Joint Filing Group

1. Name and Address of Reporting Person* CARBERY PAUL D (Last) (First) (Middle) 135 S. LASALLE STREET, SUITE 3800 (Street) CHICAGO IL 60603-4131 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of Joint Filing Group

1. Name and Address of Reporting Person* GOLDSTEIN RODNEY L (Last) (First) (Middle) 135 S. LASALLE STREET, SUITE 3800 (Street) CHICAGO IL 60603-4131 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of Joint Filing Group

1. Name and Address of Reporting Person* KOLDYKE MARTIN J (Last) (First) (Middle) 135 S. LASALLE STREET, SUITE 3800 (Street) CHICAGO IL 60603-4131 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of Joint Filing Group

1. Name and Address of Reporting Person* SILVERMAN JEREMY H (Last) (First) (Middle) 135 S. LASALLE STREET, SUITE 3800 (Street) CHICAGO IL 60603-4131 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of Joint Filing Group

1. Name and Address of Reporting Person* PEARL LAURA P (Last) (First) (Middle) 135 S. LASALLE STREET, SUITE 3800 (Street) CHICAGO IL 60603-4131 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of Joint Filing Group

Explanation of Responses:

1. Frontenac VII LP ("FVII") distributed 500,000 shares of Common Stock of the Issuer on June 9, 2004 in a pro rata distribution to its limited partners. After such distribution, FVII holds 2,202,705 shares of the Common Stock of the Issuer. Frontenac Company VII, L.L.C. ("Frontenac LLC") did not receive any shares in this distribution.

2. After giving effect to all transactions reported herein, Frontenac LLC may be deemed to beneficially own 2,312,870 shares of the Common Stock of the Issuer, which includes 2,202,705 shares held by FVII and 110,165 shares held by Frontenac Masters VII LP ("Masters"). See notes (3) and (4) below.

3. Frontenac LLC is the general partner of FVII and has the sole power to direct the vote and disposition of the shares held by FVII. James E. Crawford III, Paul D. Carbery, James E. Cowie, Rodney L. Goldstein, Martin J. Koldyke, Laura P. Pearl and Jeremy H. Silverman are members of Frontenac LLC and have the shared power to direct the voting and disposition of the shares directly held by FVII. As a result of the foregoing, Frontenac LLC and each member of the LLC may be deemed to have indirect beneficial ownership of the 2,202,705 shares of Common Stock of the Issuer held by FVII. Beneficial ownership of the shares held by FVII is disclaimed by Frontenac LLC and each member of Frontenac LLC. The filing of this form shall not be deemed an admission that Frontenac LLC or any member of Frontenac LLC is, for purposes of Section 16 or otherwise, the beneficial owner of such shares.

4. Frontenac LLC is the general partner of Masters and has the sole power to direct the vote and disposition of the shares held by Masters. James E. Crawford III, Paul D. Carbery, James E. Cowie, Rodney L. Goldstein, Martin J. Koldyke, Laura P. Pearl and Jeremy H. Silverman are members of Frontenac LLC and have the shared power to direct the voting and disposition of the shares directly held by Masters. As a result of the foregoing, Frontenac LLC and each member of the LLC may be deemed to have indirect beneficial ownership of the 110,165 shares of Common Stock of the Issuer held by Masters. Beneficial ownership of the shares held by Masters is disclaimed by Frontenac LLC and each member of Frontenac LLC. The filing of this form shall not be deemed an admission that Frontenac LLC or any member of Frontenac LLC is, for purposes of Section 16 or otherwise, the beneficial owner of such shares.

5. Masters sold 10,000 shares of Common Stock of the Issuer on June 9, 2004 and 15,000 shares on June 10, 2004. After such sales, Masters holds 110,165 shares of Common Stock of the Issuer.

6. One of the members of Frontenac LLC serves as a director of the Issuer, and an individual associated with Frontenac LLC also serves as a director of the Issuer; each director has been granted stock options for 10,000 shares. Pursuant to the terms of the management company ("Frontenac Company LLC") agreement, beneficial ownership of these options is shared among the members of Frontenac Company LLC. The members of Frontenac Company LLC are members of Frontenac LLC and have a pecuniary interest in the options. As a result of the foregoing, each member of Frontenac Company LLC may be deemed to have indirect beneficial ownership of the options. The options vest in four equal installments, with 25% vesting on 01/16/2004 and the remaining options vesting in three equal annual installments beginning 01/16/2005.

7. Frontenac Investors VII, LLC ("Investors") received 7,823 shares of Common Stock of the Issuer on June 9, 2004 as part of a pro rata distribution to the limited partners of Frontenac VII. Investors continues to hold these shares.

8. The members of Frontenac LLC also are members of Investors, and have the shared power to direct the voting and disposition of the shares directly held by Investors. As a result of the foregoing, each member of the LLC may be deemed to have indirect beneficial ownership of the 7,823 shares of Common Stock of the Issuer held by Investors.

	Karen C. Fanelli, under Power of Attorney for the Reporting Persons	06/14/2004
	** 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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