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) 02/27/2004
	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	02/27/2004		A		1,701(1)	A	$2.86	91,194	D
Common Stock, $1.00 par value	02/27/2004		D		1,701	D	$4.25	89,493(2)	D
Common Stock, $1.00 par value	02/27/2004		A		13,911(3)	A	$2.74	89,493	D
Common Stock, $1.00 par value	02/27/2004		D		13,911	D	$4.25	75,582(2)	D
Common Stock, $1.00 par value	02/27/2004		A		12,388(4)	A	$2.89	75,582	D
Common Stock, $1.00 par value	02/27/2004		D		12,388	D	$4.25	63,194(2)	D
Common Stock, $1.00 par value	03/01/2004		A		1,817(4)	A	$2.89	63,194	D
Common Stock, $1.00 par value	03/01/2004		D		1,817	D	$4.28	61,377(2)	D
Common Stock, $1.00 par value	03/01/2004		A		10,977(5)	A	$2.55	61,377	D
Common Stock, $1.00 par value	03/01/2004		D		10,977	D	$4.28	50,400(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
Common Stock Option	$2.86	02/27/2004		A		1,701(1)		01/13/2002	01/13/2010	Common Stock, $1.00 par value	1,701	$2.86	91,194	D
Common Stock Option	$2.74	02/27/2004		A		13,911(3)		05/01/2002	05/01/2010	Common Stock, $1.00 par value	13,911	$2.74	89,493	D
Common Stock Option	$2.89	02/27/2004		A		12,388(4)		05/01/2003	05/01/2011	Common Stock, $1.00 par value	12,388	$2.89	75,582	D
Common Stock Option	$2.89	03/01/2004		A		1,817(4)		05/01/2003	05/01/2011	Common Stock, $1.00 par value	1,817	$2.89	63,194	D
Common Stock Option	$2.55	03/01/2004		A		10,977(5)		11/01/2003	05/01/2012	Common Stock, $1.00 par value	10,977	$2.55	61,377	D

Explanation of Responses:

1. On 01/14/2000, Mr. Martin was granted an option to purchase 9,201 shares of WGA common stock at an exercise price of $2.86 per share pursuant to a plan for the benefit of WGA's non-employee directors. Mr. Martin's right to exercise this option vested 25% every six months from the date of grant; he was therefore fully vested in this options on 01/14/2002. Mr. Martin has previously exercised this option in two installments, for 2,500 on 02/19/2004 and for 5,000 on 02/26/2004. The shares acquired upon this exercise are therefore the last remaining shares pursuant to this option.

2. Prior to the exercise of the 1,701 options on 02/27, Mr. Martin owned 41,395 and had options for 53,459 shares of WGA common stock in which he was then vested in 49,799. He exercised 1,701 options and immediately sold them; his benefical ownership therafter was 89,493 shares: 41,395 shs and 48,098 vested options After exercising 13,911 options on 02/27 and immediately sold those shares; his beneficial ownership was then 75,582 shares: 41,395 shares and 34,187 vested options. After exercising 12,388 options on 02/27 and immediately selling those shares, his beneficial ownership was 63,194 shares: 41,395 shares and 21,799 vested options. After exercising 1,817 options on 03/01 and immediately selling those shares, his beneficial ownership was 61,377 shares: 41,395 shares and 19,982 vested options. After exercising 10,977 options on 03/01 and immediately selling those shares, his beneficial ownership was 50,400 shares: 41,395 shares and 9,005 vested options.

3. On 05/01/2000 Mr. Martin was granted an option to purchase 13,911 shares of WGA common stock at an exercise price of $2.74 per share pursuant to a plan for the benefit of WGA's non-employee directors. Mr. Martin's right to exercise this option vested 25% every six months from the date of grant; he was therefore fully vested in this option on 05/01/2002. Mr. Martin exercised his right to purchase all of the shares pursuant to this option on 02/27/2004.

4. On 05/01/2001 Mr. Martin was granted an option to purchase 14,205 shares of WGA common stock at an exercise price of $2.89 per share pursuant to a plan for the benefit of WGA's non-employee directors. Mr. Martin's right to exercise this option vested 25% every six months from the date of grant; he was therefore fully vested in this option on 05/01/2003. On 02/27/2004 Mr. Martin exercised his right to purchase 12,388 of the shares subject to this option. On 03/01/2004 Mr. Martin exercised his right to purchase the remaining 1,817 shares subject to this option.

5. On 05/01/2002 Mr. Martin was granted an option to purchase 14,637 shares of WGA common stock at an exercise price of $2.55 per share pursuant to a plan for the benefit of WGA's non-employee directors. Mr. Martin's right to exercise this options vested 25% every six months from the date of grant; he was therefore vested in 10,977 shares as of 11/01/2003; he will be vested in the remaining 3,660 as of 05/01/2004. On 03/01/2004, Mr. Martin exercised his right to purchase 10,977 of the shares subject to this option.

	Frank R. Martin	03/01/2004
	** Signature of Reporting Person	Date
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