X0202 3 2004-06-16 0 0001124217 PRIMAL SOLUTIONS INC PSOL 0001044321 MARXE AUSTIN W & GREENHOUSE DAVID M 153 E 53RD ST 55TH FL NEW YORK NY 10022 0 0 1 0 Common Stock 13043478 I By Limited Partnerships Warrants 0.28 2004-06-15 2009-06-15 Common Stock 6521738 I By Limited Partnerships Subject to filing of form S-3 and it's effective date. This is a joint filing by Austin W. Marxe (Marxe) and David M. Greenhouse (Greenhouse). They share voting and investment control over all securities owned by Special Situations Private Equity Fund, LP (PE), Special Situations Technology Fund, L.P. (Tech) and Special Situations Technology II, L.P. (Tech II), respectively. 6,521,739 shares of Common Stock and 3,260,869 Wts are held by PE, 1,043,478 shares of Common Stock, 521,739 Wts are held by Tech and 5,478,261 shares of Common Stock and 2,739,130 Wts are held by Tech II. The interest of Marxe and Greenhouse in the shares of Common Stock owned by PE, Tech, and Tech II is limited to the extent of his pecuniary interest. Austin W. Marxe 2004-06-18 David M. Greenbouse 2004-06-18