SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

MODDE JEAN PAUL

(Last)

(First)

(Middle)

C/O DENDRITE INTERNATIONAL INC

1200 MOUNT KEMBLE AVENUE

(Street)

MORRISTOWN

07960-6797

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/27/2004

3. Issuer Name and Ticker or Trading Symbol
DENDRITE INTERNATIONAL INC [ DRTE ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,199	D
Common Stock	7,844	D⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options to Buy	⁽²⁾	05/21/2006	Common Stock	15,000	$10.5	D
Options to Buy	⁽²⁾	07/17/2006	Common Stock	22,500	$7.83	D
Options to Buy	⁽²⁾	07/24/2007	Common Stock	120,000	$6.29	D
Options to Buy	⁽²⁾	05/10/2009	Common Stock	30,000	$16.75	D
Options to Buy	⁽²⁾	01/24/2010	Common Stock	20,000	$33.19	D
Options to Buy	⁽²⁾	01/16/2007	Common Stock	1,695	$23.41	D
Options to Buy	⁽³⁾	10/24/2010	Common Stock	30,000	$22.88	D
Options to Buy	⁽³⁾	02/05/2011	Common Stock	20,000	$19.06	D
Options to Buy	⁽⁴⁾	10/01/2011	Common Stock	12,000	$7.94	D
Options to Buy	⁽³⁾	02/06/2012	Common Stock	27,500	$12.01	D
Options to Buy	⁽⁵⁾	01/30/2013	Common Stock	15,000	$6.81	D
Options to Buy	⁽³⁾	01/30/2013	Common Stock	30,000	$6.81	D
Options to Buy	01/01/2007	02/06/2013	Common Stock	70,000	$7.75	D
Options to Buy	⁽³⁾	07/01/2013	Common Stock	1,500	$12.79	D

Explanation of Responses:

1. Such shares of Common Stock of the Issuer were purchased pursuant to and are held in the Issuer's Employee Stock Purchase Plan. Information presented as of February 3, 2004.

2. 100% of such options are currently exercisable.

3. Such options become exercisable as follows: 25% on first anniversary of the date of grant, and the remaining 75% shall become exercisable pro-rata on a monthly basis for the three years thereafter.

4. 7,999 options are currently exercisable. Remaining 4,001 options to vest on December 31, 2004.

5. Stock options granted in connection with the Stock Ownership Incentive Program subject to stated conditions. 50% of the options will vest on January 30, 2004 and 50% will vest on January 30, 2005.

	Jean-Paul Modde	02/06/2004
	** 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 5 (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.