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^*

OToole Michael K

(Last)

(First)

(Middle)

C/O UTI, SERVICES, INC.

19500 RANCHO WAY, SUITE 116

(Street)

RANCHO DOMINGUEZ

90220

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/20/2004

3. Issuer Name and Ticker or Trading Symbol
UTi WORLDWIDE INC [ UTIW ]

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

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

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)
Ordinary Shares, no par value	3,173	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)
Employee Stock Option (Right to Buy)	09/30/2004	12/31/2004	Ordinary Shares, no par value	819	$9.69	D
Employee Stock Option (Right to Buy)	09/30/2004	04/15/2010	Ordinary Shares, no par value	9,830	$12.97	D
Employee Stock Option (Right to Buy)	⁽¹⁾	03/06/2013	Ordinary Shares, no par value	10,000	$24.78	D
Employee Stock Option (Right to Buy)	⁽²⁾	09/30/2013	Ordinary Shares, no par value	2,500	$30.53	D
Employee Stock Option (Right to Buy)	⁽³⁾	05/04/2014	Ordinary Shares, no par value	8,550	$46.85	D

Explanation of Responses:

1. Option to purchase 10,000 Ordinary Shares vesting in four equal annual installments beginning on March 6, 2004.

2. Option to purchase 2,500 Ordinary Shares vesting in four equal annual installments beginning on September 30, 2004.

3. Option to purchase 8,550 Ordinary Shares vesting in four equal annual installments beginning on May 4, 2005.

Remarks:

	Stephen D. Cooke, Attorney-in-Fact for Michael K. O'Toole	09/30/2004
	** 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.