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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* MARTIN FRANK R (Last) (First) (Middle) 1130 LATHROP (Street) RIVER FOREST IL 60305 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol WELLS GARDNER ELECTRONICS CORP [ WGA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/05/2004
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $1.00 par value	05/05/2004		A	V	1,208	A	$4.08(1)	59,651(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On May 5, 2004, WGA granted to Mr. Martin an aggregate of 1,208 shares in lieu of cash fees for participation in three recent WGA board or committee meetings. These shares were granted based upon the closing prices for the shares on the dates of the meetings and the fees due for participation in each of the meetings: approximately 882 shares at $4.08, approximately 220 shares at $4.10 and approximately 406 shares at $4.23.

2. Prior to the stock grant reported on this Form 4, Mr. Martin beneficially owned 58,443 shares of WGA (comprised of 45,145 shares owned and options to purchase 13,298 shares, in all of which he was fully vested as of May 1, 2004). Immediately following the grant he beneficially owned 59,651 shares (comprised of 46,353 shares owned and the shares subject to option as discussed in the preceding sentence). The share and option amounts reported in this Form 4 reflect adjustments to the amounts as a result of the 5% stock dividend paid by WGA in March 2004. The exercise prices on Mr. Martin's options have also been adjusted to reflect that dividend (specifically, Mr. Martin has options to purchase 9,455 shares at $4.00 and 3,843 shares at $2.42).

	Frank R. Martin	05/10/2004
	** 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).
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