SEC FORM 4

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

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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^*

Boyer Mark Thomas

(Last)

(First)

(Middle)

300 DRAKES LANDING ROAD

SUITE 175

(Street)

GREENBRAE

94904

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PROGRAMMERS PARADISE INC [ prog ]

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)
09/28/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/28/2004		S		1,532	D	$9.9143	826,900⁽¹⁾	I⁽³⁾	See Footnote⁽²⁾
Common Stock	09/28/2004		S		500	D	$9.9143	826,400⁽¹⁾	I⁽³⁾	See Footnote⁽²⁾
Common Stock	09/28/2004		S		1,000	D	$9.9143	825,400⁽¹⁾	I⁽³⁾	See Footnote⁽²⁾
Common Stock	09/28/2004		S		2,400	D	$9.9143	823,000⁽¹⁾	I⁽³⁾	See Footnote⁽²⁾
Common Stock	09/28/2004		S		2,500	D	$9.9143	820,500⁽¹⁾	I⁽³⁾	See Footnote⁽²⁾
Common Stock	09/28/2004		S		2,500	D	$9.9143	818,000⁽¹⁾	I⁽³⁾	See Footnote⁽²⁾
Common Stock	09/28/2004		S		1,700	D	$9.9143	816,300⁽¹⁾	I⁽³⁾	See Footnote⁽²⁾
Common Stock	09/28/2004		S		5,000	D	$9.9143	811,300⁽¹⁾	I⁽³⁾	See Footnote⁽²⁾
Common Stock	09/28/2004		S		5,000	D	$9.9143	806,300⁽¹⁾	I⁽³⁾	See Footnote⁽²⁾
Common Stock	09/28/2004		S		900	D	$9.9143	805,400⁽¹⁾	I⁽³⁾	See Footnote⁽²⁾
Common Stock	09/28/2004		S		3,000	D	$9.9143	802,400⁽¹⁾	I⁽³⁾	See Footnote⁽²⁾
Common Stock	09/28/2004		S		3,000	D	$9.9143	799,400⁽¹⁾	I⁽³⁾	See Footnote⁽²⁾
Common Stock	09/28/2004		S		900	D	$9.9143	798,500⁽¹⁾	I⁽³⁾	See Footnote⁽²⁾
Common Stock	09/28/2004		S		1,000	D	$9.9143	797,500⁽¹⁾	I⁽³⁾	See Footnote⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Nothing in this filing shall be deemed an admission that Mr. Boyer is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement.

2. Mr. Boyer is an owner of ROI Capital Management, Inc. (ROI) an investment advisor registered under Section 203 of the Investment Advisers Act of 1940 which may be entitled to receive a portion of the realized or unrealized gains potentially created by some of the reported stock which is held in client portfolios. Part of the reported shares are held in an investment limited partnership of which ROI if the general partner and Mr. Boyer a limited partner. None of the reported shares were acquired with the purpose or effect of changing or influencing control of the issuer.

3. The change occurred only in securities held in the accounts managed by ROI, the total number of reported securities include 80,300 shares held in accounts for which Mr. Boyer may be deemed having direct or indirect beneficial ownership. See Form 3 filing for details.

	Mark T. Boyer	03/04/2004
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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