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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1. Name and Address of Reporting Person * FRONTENAC CO VII LLC   2. Issuer Name and Ticker or Trading Symbol SI INTERNATIONAL INC [SINT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 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) ___ Form filed by One Reporting Person _X_ 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)   31,250 D $ 31.97 31,284 (2) I See footnote (5) Common Stock, par value $0.01 per share 12/30/2004 12/30/2004 J(6)   158 A $ 31.97 158 (2) D

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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
FRONTENAC CO VII LLC 135 S. LASALLE STREET SUITE 3800 CHICAGO, IL 60603-4131		X
CRAWFORD JAMES III 135 S. LASALLE STREET SUITE 3800 CHICAGO, IL 60603-4131	X
FRONTENAC VII LP 135 S. LASALLE STREET, SUITE 3800 CHICAGO, IL 60603-4131		X		Member of Joint Filing Group
COWIE JAMES E 135 S. LASALLE STREET, SUITE 3800 CHICAGO, IL 60603-4131				Member of Joint Filing Group
CARBERY PAUL D 135 S. LASALLE STREET, SUITE 3800 CHICAGO, IL 60603-4131				Member of Joint Filing Group
GOLDSTEIN RODNEY L 135 S. LASALLE STREET, SUITE 3800 CHICAGO, IL 60603-4131				Member of Joint Filing Group
KOLDYKE MARTIN J 135 S. LASALLE STREET, SUITE 3800 CHICAGO, IL 60603-4131				Member of Joint Filing Group
SILVERMAN JEREMY H 135 S. LASALLE STREET, SUITE 3800 CHICAGO, IL 60603-4131				Member of Joint Filing Group
PEARL LAURA P 135 S. LASALLE STREET, SUITE 3800 CHICAGO, IL 60603-4131				Member of Joint Filing Group

Signatures

Karen C. Fanelli, under Power of Attorney for the Reporting Persons		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 distribution, FVII holds 625,336 shares of Common Stock of the Issuer.
(2)	After giving effect to all the transactions reported herein, Frontenac Company VII, LLC ("Frontenac LLC") may be deemed to benefically own 656,778 shares of the Common Stock of the Issuer, which includes 625,336 shares held by FVII, 31,284 shares held by Frontenac Masters VII LP ("Masters"), and 158 shares held directly by Frontenac LLC.
(3)	Frontenac LLC is the general partner of FVII and has the sole power to direct the vote and disposition of the shares held by FVII. James E. Crawford III, Paul D. Carbery, James E. Cowie, Rodney L. Goldstein, Martin J. Koldyke, Laura P. Pearl and Jeremy H. Silverman are members of Frontenac LLC and have the shared power to direct the voting and disposition of the shares directly held by FVII. As a result of the foregoing, Frontenac LLC and each member of the LLC may be deemed to have indirect beneficial ownership of the 625,336 shares of Common Stock of the Issuer held by FVII. Beneficial ownership of these shares is disclaimed by Frontenac LLC and each member of Frontenac LLC. The filing of this form shall not be deemed an admission that Frontenac LLC or any member of Frontenac LLC 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. After such disposition, Masters holds 31,284 shares of Common Stock of the Issuer.
(5)	Frontenac LLC is the general partner of Masters and has the sole power to direct the vote and disposition of the shares held by Masters. James E. Crawford III, Paul D. Carbery, James E. Cowie, Rodney L. Goldstein, Martin J. Koldyke, Laura P. Pearl and Jeremy H. Silverman are members of Frontenac LLC and have the shared power to direct the voting and disposition of the shares directly held by Masters. As a result of the foregoing, each member of the LLC may be deemed to have indirect beneficial ownership of the 31,284 shares of Common Stock of the Issuer held by Masters. Beneficial ownership of these shares is disclaimed by Frontenac LLC and each member of Frontenac LLC.
(6)	On December 30, 2004, Masters distributed 158 shares to Frontenac LLC. James E. Crawford III, Paul D. Carbery, James E. Cowie, Rodney L. Goldstein, Martin J. Koldyke, Laura P. Pearl and Jeremy H. Silverman are members of Frontenac LLC and have the shared power to direct the voting and disposition of the shares directly held by Frontenac LLC. As a result of the foregoing, each member of the LLC may be deemed to have indirect beneficial ownership of the 158 shares of Common Stock of the Issuer held by Frontenac LLC. Beneficial ownership of these shares is disclaimed by each member of Frontenac LLC.

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