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^*

AYERS JASON C

(Last)

(First)

(Middle)

201 ROBERT S KERR AVE STE 210

(Street)

OKLAHOMA CITY

73102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FULLNET COMMUNICATIONS INC [ FULO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2004

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	02/17/2004		P		25,865	A	$0.04	25,865	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)
Stock Option	$0.04							11/16/2004	10/09/2013	Common Stock	82,500		82,500	D
Stock Option	$0.04							06/27/2006⁽¹⁾	06/27/2013	Common Stock	75,000		75,000	D
Stock Option	$0.01							06/27/2003	06/27/2013	Common Stock	3,100		3,100	D
Stock Option	$0.01							09/16/2002	09/16/2012	Common Stock	4,270		4,270	D
Stock Option	$0.01							06/03/2002	06/03/2012	Common Stock	3,560		3,560	D
Stock Option	$0.05							04/10/2005⁽²⁾	04/10/2012	Common Stock	9,000		9,000	D
Stock Option	$0.05							03/18/2004⁽³⁾	03/18/2012	Common Stock	20,000		20,000	D
Stock Option	$2.375							04/14/2003	04/14/2010	Common Stock	30,000		30,000	D
Stock Option	$1							12/08/2003	12/08/2010	Common Stock	45,000		45,000	D
Stock Option	$0.11							11/16/2004⁽⁴⁾	11/16/2011	Common Stock	7,500		7,500	D

Explanation of Responses:

1. One-third of the options vest on each of the first three anniversary dates following June 27, 2003.

2. One-third of the options vest on each of the first three anniversary dates following April 10, 2002.

3. These options were granted and are immediately exercisable as to 6,666 and will vest an additional 6,667 on March 18, 2003 and 6,667 on March 18, 2004.

4. One-third of the options vest on each of the first three anniversary dates following November 16, 2001.

	Jason C Ayers	02/17/2004
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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