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* BAILYE JOHN E (Last) (First) (Middle) C/O DENDRITE INTERNATIONAL INC 1405 ROUTE 206 SOUTH (Street) BEDMINSTER NJ 07921 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol DENDRITE INTERNATIONAL INC [ DRTE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 11/22/2004
	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	11/22/2004		M(1)		188,560	A(1)	$12.06	2,435,060	D
Common Stock	11/12/2004		M(1)		98,804	A(1)	$13.19	2,533,864	D
Common Stock	11/12/2004		M(1)		33,155	A(1)	$9.75	2,567,019	D
Common Stock	11/22/2004		M(1)		65,750	A(1)	$12.01	2,632,769	D
Common Stock	11/22/2004		M(1)		656	A(1)	$7.75	2,633,425	D
Common Stock	11/22/2004		F(1)		316,048	D(1)	$17.05	2,317,377	D
Common Stock								41,000	I	Foundation(2)
Common Stock								561,905	I	Carinya(3)
Common Stock								16,443	I	401(k)(4)

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
Options to Purchase Common Stock	$12.06	11/22/2004		M			188,560	(5)	10/22/2007	Common Stock	188,560	$0.00	0	D
Options to Purchase Common Stock	$13.19	11/22/2004		M			98,804	(5)	10/22/2007	Common Stock	98,804	$0.00	0	D
Options to Purchase Common Stock	$9.75	11/22/2004		M			33,155	(5)	10/22/2007	Common Stock	33,155	$0.00	0	D
Options to Purchase Common Stock	$12.01	11/22/2004		M			65,750	(6)	02/06/2012	Common Stock	65,750	$0.00	31,250	D
Options to Purchase Common Stock	$7.75	11/22/2004		M			656	(6)	02/06/2013	Common Stock	656	$0.00	844	D
Options to Purchase Common Stock	$17.05	11/22/2004		A		316,048		(7)	11/22/2014	Common Stock	316,048	$0.00	316,048	D

Explanation of Responses:

1. MR. BAILYE EXERCISED OPTIONS FOR AN AGGREGATE OF 386,925 SHARES AND CONTINUES TO HOLD THE SHARES (NO SALE OF SHARES INTO THE MARKET). MR. BAILYE SATISFIED THE EXERCISE PRICE (AND TAX WITHHOLDING) BY DELIVERING EXISTING MATURE SHARES.

2. These shares are held by the Bailye Family Foundation (the "Foundation"). The Foundation is a trust established exclusively to provide financial support for charitable organizations which are intended to be tax-exempt institutions under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Mr. Bailye and his spouse constitute two of the three trustees of the Foundation.

3. These shares are held by Carinya Holding Company ("Carinya"). Carinya is a general partnership consisting of Mr. Bailye, Mr. Bailye's wife and trusts for the benefit of each of their two children, as general partners. The trustees of such trusts are Mr. Bailye's parents and Mrs. Bailye's parents, respectively, as general partners. Mr. Bailye disclaims beneficial ownership of the shares owned by Carinya, except to the extent of the two 10% partners' interests therein owned by Mr. Bailye and his spouse, respectively.

4. Such amount represents the balance of shares held by Mr. Bailye pursuant to the Issuer's 401(k) plan as of September 30, 2004.

5. Such options are 100% exercisable.

6. 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.

7. Such options become exercisable on the first anniversary of the date of grant.

	David M. McCoy, Attorney-in-fact	11/24/2004
	** 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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