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*
PAULSON CHESTER L F
(Last) (First) (Middle)
811 SW NAITO PARKWAY
SUITE 200
(Street)
PORTLAND OR 97204
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PAULSON CAPITAL CORP [ PLCC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President & Chairman
3. Date of Earliest Transaction (Month/Day/Year)
02/20/2004
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 02/20/2004 S 4,000 D $11.0194 1,555,372(2) I See Footnote(1)
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*
PAULSON CHESTER L F
(Last) (First) (Middle)
811 SW NAITO PARKWAY
SUITE 200
(Street)
PORTLAND OR 97204
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President & Chairman
1. Name and Address of Reporting Person*
PAULSON JACQUELINE M
(Last) (First) (Middle)
811 SW NAITO PARKWAY
SUITE 200
(Street)
PORTLAND OR 97204
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Corporate Secretary/Treasurer
Explanation of Responses:
1. Form filed by more than one reporting person. In addition to Chester L.F. Paulson, the following are reporting parties: Jacqueline M. Paulson (Mr. Paulson's spouse), Paulson Investment Company, Inc. ("PICI"), and the Paulson Family LLC ("LLC"). These reporting parties collectively own over 10%. The address for each of the reporting parties is the same as that provided for Chester L.F. Paulson. PICI is a registered broker/dealer and a wholly owned subsidiary of Paulson Capital Corp. ("PLCC"). Mr. and Mrs. Paulson are controlling managers of the LLC, which is a controlling shareholder of PLCC, which is the parent company of PICI. Mr. and Mrs. Paulson and the LLC expressly disclaim any beneficial ownership of securities held in the name of PICI.
2. 1,475,977 shares of the securities are held in the name of the LLC; 30,000 shares of the securities are held in an IRA for the benefit of Mr. Paulson; 30,000 shares of the securities are held in an IRA for the benefit of Mrs. Paulson. After these transactions, 19,395 shares of the securities are held jointly by Mr. and Mrs. Paulson.
Remarks:
Harry L. Striplin, Attorney-in-Fact for Chester L.F. Paulson 02/23/2004
Harry L. Striplin, Authorized Agent for Paulson Investment Co., Inc. 02/23/2004
Harry L. Striplin, Authorized Agent for Paulson Family, LLC. 02/23/2004
Harry L. Striplin, Attorney-in-Fact for Jacqueline M. Paulson 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.