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^*

BENNETT DOUGLAS

(Last)

(First)

(Middle)

10850 WILSHIRE BLVD

STE 1000

(Street)

LOS ANGLES

90024

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2005

3. Issuer Name and Ticker or Trading Symbol
NATIONAL LAMPOON INC [ NLPN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	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)
Common Stock	3,000	D
Series B Convertible Preferred Stock	426⁽¹⁾	D
Series C Convertible Preferred Stock	1,090⁽²⁾	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)
Warrant to Purchase Series B Convertible Preferred Stock	08/27/2002	05/16/2007	Series B Convertible Preferred Stock⁽³⁾	426	$1.775	D
Common Stock Purchase Warrant	12/09/2004	12/09/2008	Common Stock	10,900	$1.77	D
Option to Purchase Common Stock⁽⁴⁾	08/07/2002⁽⁵⁾	08/22/2009	Common Stock	10,000	$2.75	D
Option to Purchase Common Stock⁽⁶⁾	10/14/2002⁽⁷⁾	10/14/2009	Common Stock	270,000	$3	D
Option to Purchase Common Stock⁽⁸⁾	06/30/2003⁽⁹⁾	06/30/2010	Common Stock	100,000	$2.25	D
Option to Purchase Common Stock⁽¹⁰⁾	06/17/2004⁽¹¹⁾	06/17/2011	Common Stock	100,000	$1.6	D
Option to Purchase Common Stock⁽¹²⁾	06/17/2004⁽¹³⁾	06/17/2011	Common Stock	200,000	$1.6	D

Explanation of Responses:

1. The 426 shares of Series B Convertible Preferred Stock may be converted by Mr. Bennett into 24,000 shares of Common Stock.

2. The 1,090 shares of Series C Convertible Preferred Stock may be converted by Mr. Bennett into 21,800 shares of Common Stock.

3. The 426 shares of Series B Convertible Preferred Stock may be converted by Mr. Bennett into 24,000 shares of Common Stock.

4. This option was granted from the J2 Communications Amended and Restated 1999 Stock Option, Restricted Stock and Deferred Stock Plan, which is an equity incentive plan adopted by the Company for the benefit of its employees, officers, directors, consultants and agents.

5. This option is exercisable in equal increments over a 24 month period.

6. This option was granted from the J2 Communications Amended and Restated 1999 Stock Option, Restricted Stock and Deferred Stock Plan.

7. This option is exercisable in equal increments over a 36 month period.

8. This option was granted from the J2 Communications 1999 Amended and Restated Stock Option, Restricted Stock and Deferred Stock Plan.

9. This option is exercisable in equal increments over a 36 month period.

10. This option was granted from the J2 Communications Amended and Restated 1999 Stock Option, Restricted Stock and Deferred Stock Plan.

11. The right to purchase 16,666 shares of Common Stock vested on the date of grant. The right to purchase the remaining shares vests in equal increments over 30 months.

12. This option was granted from the J2 Communications Amended and Restated 1999 Stock Option, Restricted Stock and Deferred Stock Plan.

13. This option is exercisable in equal increments over a 36 month period.

Remarks:

All shares of Common Stock referred to in this report are adjusted to reflect the 2 for 1 stock split that was effective on September 15, 2004.

	Douglas S. Bennett	02/07/2005
	** 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).
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