FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * FLORENCE WALTER C   2. Issuer Name and Ticker or Trading Symbol SI INTERNATIONAL INC [SINT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 135 S. LASALLE STREET, SUITE 3800 3. Date of Earliest Transaction (Month/Day/Year) 12/30/2004 (Street) CHICAGO, IL 60603-4131 4. If Amendment, Date 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 (City) (State) (Zip) 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, par value $0.01 per share 12/30/2004 12/30/2004 J(1)   625,000 D $ 31.97 625,336 (2) I See footnote (3) Common Stock, par value $0.01 per share 12/30/2004 12/30/2004 J(4)   53 A $ 31.97 53 (2) D   Common Stock, par value $0.01 per share 12/30/2004 12/30/2004 J(4)   31,250 D $ 31.97 31,284 (2) I See footnote (3) Common Stock, par value $0.01 per share 12/30/2004 12/30/2004 J(5)   158 A $ 31.97 158 (2) I See footnote (3)

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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 Underlying Securities (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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FLORENCE WALTER C 135 S. LASALLE STREET, SUITE 3800 CHICAGO, IL 60603-4131	X

Signatures

Karen C. Fanelli, under Power of Attorney for Walter C. Florence		01/04/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Frontenac VII LP ("FVII") distributed 625,000 shares of Common Stock of the Issuer on December 30, 2004. After such disposition, FVII holds 625,336 shares of Common Stock of the Issuer.
(2)	After giving effect to all the transactions reported herein, Mr. Florence may be deemed to beneficially own 656,673 shares of Common Stock of the Issuer, which includes 625,336 shares held by FVII, 31,284 shares held by Frontenac Masters VII LP ("Masters"), 158 shares held by Frontenac Company VII, LLC ("Frontenac LLC"), and 53 shares owned directly by Mr. Florence.
(3)	Mr. Florence is associated with Frontenac LLC, the general partner of FVII and Masters. Mr. Florence disclaims beneficial ownership of the shares held by Frontenac LLC, FVII and Masters except to the extent of his pecuniary interest in Masters arising from his role as a limited partner in such entity. The filing of this form shall not be deemed to be an admission that Mr. Florence is, for purposes of Section 16 or otherwise, the beneficial owner of such shares.
(4)	Masters distributed 31,250 shares of Common Stock of the Issuer on December 30, 2004, and 53 of such shares were distributed to Mr. Florence. After such distribution, Masters holds 31,284 shares of Common Stock of the Issuer.
(5)	On December 30, 2004, Masters distributed 158 shares to Frontenac LLC.

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