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^*

GALASSI ARNALDO ARNIE

(Last)

(First)

(Middle)

6830 SPENCER STREET

(Street)

LAS VEGAS

89119

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/10/2005

3. Issuer Name and Ticker or Trading Symbol
VENDINGDATA CORP [ VNX ]

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

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

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	1,000	D

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)
Option/Right to Buy⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	100,000	$1.92	D
Option/Right to Buy⁽²⁾	⁽²⁾	⁽²⁾	Common Stock	150,000	$1.34	D

Explanation of Responses:

1. Mr. Galassi entered into a consulting agreement with VendingData Corporation (the "Company") on March 1, 2005. Also on March 1, 2005, the Company granted Mr. Galassi an option to purchase 100,000 shares of the Company's $.001 par value common stock ("Common Stock") at $1.92 per share pursuant to the Company's 1999 Stock Option Plan ("the Plan"). The option to purchase 34,000 shares vests on March 1, 2006 and expires on March 1, 2008; the option to purchase 33,000 shares vests on March 1, 2007 and expires on March 1, 2009; and the option to purchase the remaining 33,000 shares vests on March 1, 2008 and expires on March 1, 2010.

2. Pursuant to his Employment Agreement with the Company, the Company granted Mr. Galassi an option, pursuant to the Plan, to purchase 150,000 shares of the Company's Common Stock, which option shares shall vest and be exercisable upon a change in control.

	/s/ Arnaldo F. Galassi	10/14/2005
	** 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.
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