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
X	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) 12/30/2004
	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	12/30/2004	12/30/2004	J(1)		625,000	D	$31.97	625,336(2)	I	See footnote(3)
Common Stock, par value $0.01 per share	12/30/2004	12/30/2004	J(4)		31,250	D	$31.97	31,284(2)	I	See footnote(5)
Common Stock, par value $0.01 per share	12/30/2004	12/30/2004	J(6)		158	A	$31.97	158(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 625,000 shares of Common Stock of the Issuer on December 30, 2004. After such distribution, FVII holds 625,336 shares of Common Stock of the Issuer.

2. After giving effect to all the transactions reported herein, Frontenac Company VII, LLC ("Frontenac LLC") may be deemed to benefically own 656,778 shares of the Common Stock of the Issuer, which includes 625,336 shares held by FVII, 31,284 shares held by Frontenac Masters VII LP ("Masters"), and 158 shares held directly by Frontenac LLC.

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 625,336 shares of Common Stock of the Issuer held by FVII. Beneficial ownership of these shares 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. Masters distributed 31,250 shares of Common Stock of the Issuer on December 30, 2004. After such disposition, Masters holds 31,284 shares of Common Stock of the Issuer.

5. 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, each member of the LLC may be deemed to have indirect beneficial ownership of the 31,284 shares of Common Stock of the Issuer held by Masters. Beneficial ownership of these shares is disclaimed by Frontenac LLC and each member of Frontenac LLC.

6. On December 30, 2004, Masters distributed 158 shares to Frontenac LLC. 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 Frontenac LLC. As a result of the foregoing, each member of the LLC may be deemed to have indirect beneficial ownership of the 158 shares of Common Stock of the Issuer held by Frontenac LLC. Beneficial ownership of these shares is disclaimed by each member of Frontenac LLC.

	Karen C. Fanelli, under Power of Attorney for the Reporting Persons	01/04/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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