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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A



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Amendment No. 2

to

Annual Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934



For the fiscal year ended December 31, 2004



Commission File No. 0-22065



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RADIANT SYSTEMS, INC.



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A Georgia Corporation

(IRS Employer Identification No. 11-2749765)

3925 Brookside Parkway

Alpharetta, Georgia 30022

(770) 576-6000



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Securities Registered Pursuant to Section 12(b)

of the Securities Exchange Act of 1934: NONE



Securities Registered Pursuant to Section 12(g)

of the Securities Exchange Act of 1934: Common Stock, no par value



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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes  x    No ̈



Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).    Yes  x    No ̈



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.    Yes  x    No ̈



The
aggregate market value of the common stock of the registrant held by nonaffiliates of the registrant on June 30, 2004 was approximately $79,083,947 based on the closing price ($4.69) of the registrants common stock as reported on the Nasdaq
National Market on that date. For the purposes of this response, officers, directors and holders of 10% or more of the registrants common stock are considered the affiliates of the registrant at that date.



The number of shares outstanding of the registrants common stock, as of April 22, 2005:
29,175,110 shares of no par value common stock.



DOCUMENTS
INCORPORATED BY REFERENCE



None.



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The following Items are amended hereby:



Item 9A. Controls and Procedures.

Item 10. Directors and Executive Officers of the Registrant.

Item 11. Executive Compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



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Item 9A. Controls and Procedures.



Evaluation of Disclosure Controls and Procedures.



The Company has established disclosure controls and procedures to ensure that material information relating to the Company, including its
consolidated subsidiaries, is made known to the officers who certify its financial reports and to other members of senior management and the Companys board of directors.



Based on their evaluation as of December 31, 2004, the principal executive officer and principal financial officer of the Company have
concluded that the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective to ensure that the information required to be disclosed by the Company in the
reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.



Managements Report on Internal Control Over Financial Reporting.



The Companys management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Exchange Act Rule 13a-15(f). The Companys management, including its principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of its internal control over financial reporting
based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control - Integrated Framework, the
Companys management concluded that the Companys internal control over financial reporting was effective as of December 31, 2004. Managements assessment of the effectiveness of the Companys internal control over financial
reporting as of December 31, 2004 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included herein.



During the quarter ended December 31, 2004, there were no changes in the Companys internal control over financial reporting that have
materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



Report of Independent Registered Public Accounting Firm



To the Board of Directors and Shareholders of

Radiant Systems, Inc.



We have audited managements assessment, included in the accompanying Managements Report on Internal Control Over Financial Reporting, that Radiant Systems, Inc and subsidiaries (the Company)
maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal ControlIntegrated Frameworkissued by the Committee of Sponsoring Organizations of
the Treadway Commission. The Companys management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is
to express an opinion on managements assessment and an opinion on the effectiveness of the Companys internal control over financial reporting based on our audit.



We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of
internal control over financial reporting, evaluating managements assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinions.



A companys internal control over financial reporting is a process designed by, or under the supervision of, the companys principal executive and principal financial officers, or persons performing similar
functions, and effected by the companys board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.



Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override
of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to
the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



In our opinion, managements assessment that the Company maintained effective internal control over financial reporting
as of December 31, 2004, is fairly stated, in all material respects, based on the criteria established in Internal ControlIntegrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway
Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on the criteria established in Internal ControlIntegrated
Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission.



We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial
statements and financial statement schedule as of and for the year ended December 31, 2004 of the Company and our report dated March 15, 2005 expressed an unqualified opinion on those financial statements and financial statement schedule.



DELOITTE & TOUCHE LLP



Atlanta, Georgia

March 15, 2005



Item 10. Directors
and Executive Officers of the Registrant.



The executive officers and
directors of the Company are as follows:



|                          |  |     |  |                                                   
|------------------------- |  | --- |  | --------------------------------------------------
|Name                      |  | Age |  | Position Held                                     
|Alon Goren                |  | 39  |  | Chairman of the Board and Chief Technology Officer
|                          |  |    
|John H. Heyman            |  | 44  |  | Chief Executive Officer and Director              
|                          |  |    
|Mark E. Haidet            |  | 37  |  | Chief Financial Officer                           
|                          |  |    
|Andrew S. Heyman          |  | 41  |  | Executive Vice President                          
|                          |  |    
|Carlyle M. Taylor         |  | 51  |  | Executive Vice President                          
|                          |  |    
|James S. Balloun          |  | 67  |  | Director                                          
|                          |  |    
|J. Alexander Douglas, Jr. |  | 44  |  | Director                                          
|                          |  |    
|Michael Z. Kay            |  | 65  |  | Director                                          
|                          |  |    
|William A. Clement, Jr.   |  | 62  |  | Director                                          



Executive officers are appointed by
the Board of Directors of the Company and hold office at the pleasure of the Board. Executive officers devote their full time to the affairs of the Company.



Alon Goren has served as Co-Chairman of the Board and Chief Technology Officer of the Company since its inception in 1985. Mr. Goren became sole Chairman of the
Board in January 2004 with the departure of Erez Goren. Mr. Goren has a B.S. in Computer Systems Engineering from Rensselaer Polytechnic Institute. He is the brother of Erez Goren. Mr. Goren is a Class I Director whose term expires in 2006.



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John H. Heyman has served as Chief Executive Officer since January 2002 and as a director of the Company since
June 1996. Mr. Heyman served as Chief Financial Officer from September 1995 to January 2003 and as Executive Vice President and of the Company from September 1995 to December 2001. Mr. Heyman served as Vice President and Chief Financial Officer of
Phoenix Communications, Inc., a commercial printer, from March 1991 to August 1995. From 1989 to 1991, Mr. Heyman served as Vice PresidentAcquisitions of Forsch Corporation, a diversified manufacturing company. From 1983 to 1987, Mr. Heyman
served in a variety of capacities with Arthur Andersen LLP, where he worked primarily with middle market companies and technology firms. Mr. Heyman has an MBA from Harvard Business School and a BBA degree in Accounting from the University of
Georgia. He is the brother of Andrew S. Heyman. Mr. Heyman is a Class II Director whose term expires at the 2007 Annual Meeting of Shareholders.



Mark E. Haidet has served as Chief Financial Officer of the Company since January 2003. He joined Radiant in June of 1997 and has served in various leadership
roles across the business operations. Prior to joining Radiant, Mr. Haidet served as a management consultant with Andersen Business Consulting, focusing on finance re-engineering and corporate performance management from December 1992 to June 1997.
Previously, Mr. Haidet was a certified public accountant with Arthur Andersens financial audit practice. He has a bachelor of science degree in accounting from Miami University, Ohio.



Andrew S. Heyman currently serves as Radiant Systems Chief Operating Officer and
President of the Hospitality Division. Since joining the company in 1996, Mr. Heyman has held a variety key leadership positions including Executive Vice President & President of Radiant Systems, Inc., Vice PresidentConvenience Store
Division, and Managing Director of the Radiant Solutions Group. Mr. Heyman served as a senior manager with Accenture (formerly Andersen Consulting) from 1987 to December 1995. He holds a M.S. degree in Computer Information Systems from Georgia State
University and a B.B.A. in Finance from the University of Georgia. He is the brother of John H. Heyman.



Carlyle M. Taylor has served as Executive Vice President of the Company since April 1998 and as President  Radiant Computer Products since January 2002. He formerly served as Vice
PresidentIntegration and Support of the Company from September 1995 to April 1998. Prior to joining Radiant, Mr. Taylor served in various capacities with NCR Corporation (formerly AT&T Global Information Solutions) in the retail
information systems area from 1978 to September 1995, including most recently as Assistant Vice President of the scanner business unit. Mr. Taylor received a B.S. degree in Mathematics from North Carolina Wesleyan College.



James S. Balloun retired as Chairman and Chief Executive Officer of Acuity Brands,
Inc. on September 1, 2004. He is the former Chairman, President, and Chief Executive Officer of National Service Industries, where he led the company for five years prior to the spin-off of Acuity Brands, Inc. in November 2001. Acuity Brands (AYI)
is a $2 billion manufacturer of lighting fixtures and cleaning chemicals. Mr. Balloun served as a director of McKinsey & Company, Inc. from 1976 until 1996. Mr. Balloun received an M.B.A. from Harvard Business School, 1965. He also holds a B.S.
degree in industrial engineering from Iowa State University, 1960. Mr. Balloun has been a director of the Company since April 1997. Mr. Balloun is a director of Georgia-Pacific Corporation, Wachovia Corporation, Unisen, Inc. and Enzymatic Deinking
Technologies. Mr. Balloun is a Class II Director whose term expires at the 2007 Annual Meeting of Shareholders.



J. Alexander Douglas, Jr. currently serves as Director, Vice President and Chief Customer Officer of The Coca-Cola Company. Mr. Douglas joined the Coca-Cola
Company in January 1988 as district sales manager in Coca-Cola Fountain, USA and held a variety of positions with increasing responsibility. In 1994, he was named Vice President for CCE Sales & Marketing Group, and in 1998 his responsibilities
included the entire North American Field Sales & Marketing Groups. After graduating from the University of Virginia in 1983, Mr. Douglas began his career at The Procter & Gamble Company working in a variety of sales and sales management
positions. Mr. Douglas has been a director of the Company since August 2001. Mr. Douglas is a Class III Director whose term expires in 2005.



Michael Z. Kay has served as Chairman of the Board of Magnatrax Corporation, a supplier of engineered products for construction industries since September 2001.
From September 1991 to September 2001, Mr. Kay served as President and Chief Executive Officer of LSG Sky Chefs, the worlds largest inflight catering alliance. Mr. Kay served as Executive Vice President and Management Consultant of Charter
Medical Corporation from May 1990 to May 1991. From 1964 to 1991, Mr. Kay held management positions within the hotel and hospitality industry, with several organizations including Portman Hotel Company, Omni International Hotels, Ltd., and Americana
Hotels, Inc. Mr. Kay has been a director of the Company since April 2002. Mr. Kay also serves as director for National Service Industries, American Marketing Association Foundation, and City Cares. Mr. Kay is a Class III Director whose term expires
in 2005.



William A. Clement, Jr. Mr. Clement is the Chairman and Chief
Executive Officer of DOBBS, RAM & Company. Founded in 1986, DOBBS, RAM & Company is a is a Tier II contractor engaged by the U.S. Internal Revenue Service to maintain the E-Filing System, the national system used to
electronically receive federal income tax returns. Mr. Clement also serves as Chairman of the Board of Directors of the Atlanta Life Financial Group, Inc. and the Atlanta Life Insurance Company. Founded in 1905, the Atlanta Life Financial Group,
Inc. sells insurance and investment products. Mr. Clement is also Co-Chairman of the Atlanta Action Forum; a trustee of the Maynard Jackson Youth Foundation; a member of the Antioch Urban Ministries, Inc; a board member of The Commerce Club; a board
member of the Opportunity Funding Corporation; a former board member of the National Cooperative Bank, Washington, DC; a former Chairman of the Board of the Atlanta Business League; a former Vice-Chairman of the Atlanta Chamber of Commerce; a former
Vice-Chairman of Atlanta Downtown Improvement District, Inc.; and a former member of The Carter Center Board of Councilors.



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Mr.Clement served as the Associate Administrator of the U.S. Small Business Administration in Washington, D.C. during the
Carter Administration. Mr. Clement is a 2004 Graduate of the Institutional Shareholder Services (ISS) accredited NACD/University of Georgia Directors College. He received his BA from Morehouse College and his MBA from the Wharton Business
School, University of Pennsylvania. Mr. Clement has served as a Director of the Company since April 2005. Mr. Clements term of office will expire at the 2005 Annual Meeting of Shareholders.



Board of Directors



The Board of Directors of the Company consists of six directors, divided into three classes, with members of each class of directors serving
for staggered three-year terms. The Companys Board of Directors has three standing committeesthe Audit Committee, the Compensation Committee and the Stock Option Committee. Each of the committees is composed solely of independent
directors, consistent with the independence standards defined by the Securities and Exchange Commission and The Nasdaq Stock Market.



Each committee has the right to retain its own legal and other advisors.



The Audit Committee presently consists of James S. Balloun, J. Alexander Douglas, Jr., Michael Z. Kay and William A. Clement. The Audit Committee has been assigned the
principal function of reviewing the internal and external financial reporting of the Company, reviewing the scope of the independent audit and considering comments by the auditors regarding internal controls and accounting procedures and
managements response to these comments. The Companys Board of Directors has determined that James S. Balloun and Michael Z. Kay qualify as audit committee financial experts, as defined in the applicable rules of the
Securities and Exchange Commission.



The Compensation Committee presently
consists of James S. Balloun, J. Alexander Douglas, Jr. and Michael Z. Kay The Compensation Committee has been assigned the functions of approving and monitoring the remuneration arrangements for senior management.



The Stock Option Committee presently consists of James S. Balloun, J. Alexander Douglas, Jr.
and Michael Z. Kay. The Stock Option Committee has been assigned the functions of administering the Companys equity incentive plans and granting awards thereunder.



Compliance with Section 16(a) of the Securities Exchange Act of 1934



Section 16(a) of the Securities Exchange Act of 1934 requires the Companys directors, executive officers and persons who own more than
10% of the outstanding Common Stock of the Company, to file with the Securities and Exchange Commission reports of changes in ownership of the Common Stock of the Company held by such persons. Officers, directors and greater than 10% shareholders
are also required to furnish the Company with copies of all forms they file under this regulation. To the Companys knowledge, based solely on a review of the copies of such reports furnished to the Company and representations that no other
reports were required, during the year ended December 31, 2004, all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% shareholders were complied with by such persons.



Although it is not the Companys obligation to make filings pursuant to Section 16 of
the Securities Exchange Act of 1934, the Company has adopted a policy requiring all Section 16 reporting persons to report to the Chief Executive Officer of the Company prior to engaging in any transactions in the Companys Common Stock.



Code of Ethics



The Company has adopted a Code of Ethics within the meaning of Item 406(b) of Regulation
S-K, which applies to the Companys principal executive officer, principal financial officer and controller. This Code of Ethics is publicly available on the Companys website at www.radiantsystems.com or upon request by writing to
Radiant Systems, Inc., Attn: Investor Relations Director, 3925 Brookside Parkway, Alpharetta, Georgia 30022. If the Company makes substantial amendments to the Code of Ethics or grants any waiver, including an implicit waiver, the Company will
disclose the nature of such amendment or waiver on its website or in a report on Form 8-K within five days of such amendment or waiver.



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Item 11. Executive Compensation.



The following table presents certain information for the fiscal years ended December 31, 2004, 2003 and 2002 concerning compensation earned
for services rendered in all capacities by the Companys Chief Executive Officer, the Companys former Co-Chief Executive Officer and the four most highly compensated other executive officers of the Company during 2004 (the Named
Executive Officers).



Summary Compensation Table



|                                                                 |  |              |  |                     |                      |                               |       |   |                                 |  |                     
|---------------------------------------------------------------- |  | ------------ |  | ------------------- | -------------------- | ----------------------------- | ----- | - | ------------------------------- |  | --------------------
|                                                                 |  |              |  | Annual Compensation |                      | Long Term Compensation Awards
|Name and Principal
Position                                      |  | Year         |  | Salary              |                      |                               | Bonus |   | Securities UnderlyingOptions(#)
|Alon Goren Chairman and Chief Technology Officer                 |  | 200420032002 |  | $                   | 250,000236,92333,411 | (4)                           |       | $ | 50,00027,09045,000              |  | 77,60040,00060,000  
|                                                                 |  |              |  |                    
|John H. Heyman Chief Executive Officer (1)                       |  | 200420032002 |  | $                   | 255,769236,92335,382 | (4)                           |       | $ | 50,00019,59065,000              |  | 195,00040,000117,500
|                                                                 |  |              |  |                    
|Erez Goren Former Co-Chairman and Co-Chief Executive Officer (2) |  | 200420032002 |  | $                   | 28,846236,92335,386  | (4)                           |       | $ |   24,30745,000                 |  | 0055,000            
|                                                                 |  |              |  |                    
|Mark E. Haidet Chief Financial Officer (3)                       |  | 200420032002 |  | $                   | 200,615165,76999,313 | (4)                           |       | $ | 45,48827,60039,220              |  | 57,70045,0007,500   
|                                                                 |  |              |  |                    
|Andrew S. Heyman Chief Operating Officer                         |  | 200420032002 |  | $                   | 251,961236,92335,223 | (4)                           |       | $ | 62,50037,700109,093             |  | 127,96040,00040,000 
|                                                                 |  |              |  |                    
|Carlyle M. Taylor President  Radiant Computer Products          |  | 200420032002 |  | $                   | 184,963173,54031,731 | (4)                           |       | $ | 54,02047,04549,338              |  | 65,87525,00025,000  

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|(1) | Mr. Heyman also served as Chief Financial Officer until January 2003.
|--- | ---------------------------------------------------------------------

|(2) | Mr. Goren served as Co-Chairman and Co-Chief Executive Officer until January 2004.
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|(3) | Mr. Haidet was elected as Chief Financial Officer in January 2003.
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|(4) | In conjunction with the Companys efforts to reduce its operating costs, in the fourth
quarter of 2001, the Company initiated a change in compensation to its senior management team, including the Named Executive Officers. Under this plan, each individual was granted a certain number of stock options in return for a specified reduction
in salary compensation. During the fourth quarter of 2002, salaries previously forfeited by the Companys senior management team, including the Named Executive Officers, were reinstated.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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The following table provides certain information concerning individual grants of stock options under the Companys
stock option plans made during the year ended December 31, 2004 to the Named Executive Officers:



Option Grants in Last Fiscal Year



|                  |                         |                     |                                                    |        |    |                       |     |                |  |                                                                                                    |  |   |                |  |   |               
|----------------- | ----------------------- | ------------------- | -------------------------------------------------- | ------ | -- | --------------------- | --- | -------------- |  | -------------------------------------------------------------------------------------------------- |  | - | -------------- |  | - | --------------
|Name              |                         | Individual Grants   |                                                    |        |    |                      
|                  | Number ofOptionsGranted |                     | % of TotalOptionsGranted toEmployees in FiscalYear |        |    | Exercise or BasePrice |     | ExpirationDate |  | Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term (4)
|                  |                         |                     |                                                    |        | 5% |                       | 10%
|Alon Goren        |                         | 27,600(1)50,000(2)  |                                                    | 1.22.1 | %  |                       | $   | 4.664.66       |  | 10/15/201410/15/2010                                                                               |  | $ | 80,88679,242   |  | $ | 204,981179,774
|                  |                         |                     |                                                    |        |    |                      
|John H. Heyman    |                         | 45,000(1)150,000(2) |                                                    | 1.96.3 | %  |                       | $   | 4.664.66       |  | 10/15/201410/15/2010                                                                               |  | $ | 131,879237,727 |  | $ | 334,208539,321
|                  |                         |                     |                                                    |        |    |                      
|Mark E. Haidet    |                         | 12,700(1)45,000(2)  |                                                    | 0.51.9 | %  |                       | $   | 4.104.66       |  | 5/17/201410/15/2010                                                                                |  | $ | 37,21971,318   |  | $ | 94,321161,796 
|                  |                         |                     |                                                    |        |    |                      
|Andrew S. Heyman  |                         | 37,960(1)90,000(2)  |                                                    | 1.63.8 | %  |                       | $   | 4.104.66       |  | 5/17/201410/15/2010                                                                                |  | $ | 111,247142,636 |  | $ | 281,923323,593
|                  |                         |                     |                                                    |        |    |                      
|Carlyle M. Taylor |                         | 20,875(1)45,000(2)  |                                                    | 0.91.9 | %  |                       | $   | 4.104.66       |  | 5/17/201410/15/2010                                                                                |  | $ | 61,17771,318   |  | $ | 155,035161,796
|                  |                         |                     |                                                    |        |    |                      
|Erez Goren (3)    |                         | 0                   |                                                    | 0      | %  |                       |     | N/A            |  | N/A                                                                                                |  |   | N/A            |  |   | N/A           

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|(1) | The options become exercisable in four equal annual installments beginning 5/15/05.
|--- | -----------------------------------------------------------------------------------

|(2) | The options become exercisable on 10/15/09; provided, that the options will become exercisable earlier if certain stock price targets are achieved, as follows: the options will
become exercisable in the event the trading price of the Companys common stock exceeds, for twenty consecutive days, $8.00 (one-third of the options); $12.00 (one-third of the options), and $18.00 (on-third of the options).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Erez Goren served as Co-Chairman and Co-Chief Executive Officer of the Company until January 2004.
|--- | --------------------------------------------------------------------------------------------------

|(4) | The dollar amounts under these columns represent the potential realizable value of each grant of option assuming that the market price of the Companys Common Stock appreciates
in value from the date of grant at the 5% and 10% annual rates prescribed by the Securities and Exchange Commission and therefore are not intended to forecast possible future appreciation, if any, of the price of the Companys common stock.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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The following table provides certain information concerning the value of unexercised options held by the Named Executive
Officers as of December 31, 2004. None of the Named Executive Officers exercised any stock options during 2004.



Year End Option Values



|                  |  |                                                 |  |                                                                   |  |             |   |               |   |        
|----------------- |  | ----------------------------------------------- |  | ----------------------------------------------------------------- |  | ----------- | - | ------------- | - | -------
|                  |  | Number of UnexercisedOptions at Fiscal Year End |  | Value of Unexercised In- the-Money Options at Fiscal Year End (1)
|Name              |  | Exercisable                                     |  | Unexercisable                                                     |  | Exercisable |   | Unexercisable
|Alon Goren        |  | 141,010                                         |  | 102,600                                                           |  | $           | 0 |               | $ | 80,390 
|John H. Heyman    |  | 266,544                                         |  | 293,750                                                           |  |             | 0 |               |   | 190,975
|Mark E. Haidet    |  | 119,145                                         |  | 60,325                                                            |  |             | 0 |               |   | 74,710 
|Andrew S. Heyman  |  | 330,614                                         |  | 187,960                                                           |  |             | 0 |               |   | 197,484
|Carlyle M. Taylor |  | 225,978                                         |  | 98,633                                                            |  |             | 0 |               |   | 96,134 
|Erez Goren        |  | 0                                               |  | 0                                                                 |  |             | 0 |               |   | 0      

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|(1) | Dollar values were calculated by determining the difference between the closing price of $6.51 per share of Companys common stock on December 31, 2004, as reported by The
Nasdaq Stock Market, and the exercise price of the options.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Directors Fees



The Companys present policy is not
to pay any cash compensation to its directors, other than to the Audit Committee Chairman, who receives a $5,000 annual retainer. Each non-employee director of the Company receives an automatic grant of options to purchase 10,000 shares of the
Companys common stock on the last business day of each fiscal year of the Company. Each non-employee director of the Company is also reimbursed for travel and other expenses incurred in connection with the performance of his duties.



In addition, all new non-employee directors of the Company receive a one-time
grant of an option to purchase 25,000 shares of the Companys common stock at an exercise price equal to the fair market value of the stock on the date of grant, which options vest over a period of three years. All such options expire, unless
previously exercised or terminated, ten years from the date of grant.



Compensation Committee Interlocks and Insider Participation



The Compensation Committee of the Board of Directors is currently comprised of James S. Balloun, J. Alexander Douglas, Jr and Michael Z. Kay. None of the members of the Compensation Committee served as an officer or employee of the Company
or any of its subsidiaries during 2004. There were no material transactions between the Company and any of the members of the Compensation Committee during 2004.



Agreements with Employees



All employees of the Company, including executive officers, are required to sign a confidentiality and noncompete agreement with the Company restricting the ability of
the employee to compete with the Company during his or her employment and for a period ranging from six months to two years thereafter, restricting solicitation of customers and employees following employment with the Company, and providing for
ownership and assignment of intellectual property rights to the Company. The agreements have an indefinite term, but the employee may terminate employment with the Company at any time.



Stock Option Plans



1995 Stock Option Plan. On December 20, 1995, the Companys directors and shareholders adopted the 1995 Stock Option Plan (the Plan) for employees
who are contributing significantly to the business of the Company or its subsidiaries as determined by the Companys Board of Directors or the committee administering the Plan. The Plan currently provides for the grant of incentive and
non-qualified stock options to purchase up to 13,000,000 shares of Common Stock at the discretion of the Board of Directors of the Company or a committee designated by the Board of Directors to administer the Plan.



The option exercise price of incentive stock options must be at least 100% (110% in the case
of a holder of 10% or more of the Companys common stock) of the fair market value of the stock on the date the option is granted and the options are exercisable by the holder thereof in full at any time prior to their expiration in accordance
with the terms of the Plan. Incentive stock options granted



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pursuant to the Plan will expire on or before (1) the date which is the tenth anniversary of the date the option is
granted, or (2) the date which is the fifth anniversary of the date the option is granted in the event that the option is granted to a key employee who owns more than 10% of the total combined voting power of all classes of stock of the Company or
any subsidiary of the Company. Options granted under the Plan typically vest over a period of four to five years. As of April 15, 2005, options to purchase 6,593,534216 shares of Common Stock were outstanding pursuant to the Plan.



Directors Plan. The Companys directors and shareholders have adopted the
Non-Management Directors Stock Option Plan (the Directors Plan). The purpose of the Directors Plan is to secure for the Company the benefits of the additional incentive inherent in the ownership of the Companys common stock
by non-employee directors of the Company and to help the Company secure and retain the services of such non-employee directors. The Directors Plan is intended to be a self-governing formula plan. To this end, the Directors Plan requires minimal
discretionary action by any administrative body with regard to any transaction under the Directors Plan. Eligible persons under the Directors Plan are directors of the Company who are not employees of the Company or any affiliate of the Company
(Outside Directors). A maximum of 300,000 shares of common stock have been reserved by the Company for issuance pursuant to options under the Directors Plan, which number is subject to adjustment in certain circumstances in order to
prevent dilution or enlargement. Each Outside Director is granted an option to purchase 25,000 shares of common stock upon joining the Board of Directors of the Company. Each Outside Director is also granted an option to purchase 10,000 shares of
common stock as of the last business day of each fiscal year.



---

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



The following table sets forth certain information regarding the
beneficial ownership of the Companys common stock as of April 22, 2005 by each person known by the Company to be the beneficial owner of more than 5% of the outstanding common stock, each director of the Company, each Named Executive Officer,
and all directors and executive officers of the Company as a group.



|                                                            |  |                                       |      |  |                             |  
|----------------------------------------------------------- |  | ------------------------------------- | ---- |  | --------------------------- | -
|Name of Beneficial Owner                                    |  | Number of SharesBeneficiallyOwned (1) |      |  | Percent ofSharesOutstanding |  
|Erez Goren(2)                                               |  | 2,981,300                             |      |  | 9.9                         | %
|Alon Goren(2)                                               |  | 4,883,127                             | (3)  |  | 16.6                        | %
|John H. Heyman                                              |  | 711,007                               | (4)  |  | 2.4                         | %
|Andrew S. Heyman                                            |  | 486,418                               | (5)  |  | 1.6                         | %
|Carlyle M. Taylor                                           |  | 289,688                               | (6)  |  | 1.0                         | %
|James S. Balloun                                            |  | 130,900                               | (7)  |  | *                           |  
|Mark E. Haidet                                              |  | 160,082                               | (8)  |  | *                           |  
|William A. Clement, Jr.                                     |  | 0                                     |      |  | *                           |  
|J. Alexander Douglas, Jr.                                   |  | 58,400                                | (9)  |  | *                           |  
|Michael Z. Kay                                              |  | 63,400                                | (10) |  | *                           |  
|A. Alex Porter                                              |  | 2,364,121                             | (11) |  | 8.1                         | %
|Columbia Wanger Asset Management, L.P.                      |  | 1,575,000                             | (12) |  | 5.4                         | %
|All directors and executive officers as a group (9 persons) |  | 6,783,022                             | (13) |  | 23.2                        | %

---

|* | Less than 1% of outstanding shares.
|- | -----------------------------------

|(1) | Beneficial Ownership includes shares for which an individual, directly or indirectly, has or shares voting or investment power or both and also includes options which
are exercisable within 60 days of April 22, 2005. Unless otherwise indicated, all of the listed persons have sole voting and investment power over the shares listed opposite their names. Beneficial ownership as reported in the above table has been
determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934. Pursuant to the Rules of the Securities and Exchange Commission, certain shares of the Companys Common Stock that a beneficial owner has the right to acquire
within 60 days pursuant to the exercise of stock options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such owner but are not deemed outstanding for the purpose of computing the percentage
ownership of any other person.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The business address of Erez Goren and Alon Goren is 3925 Brookside Parkway, Alpharetta, Georgia 30022.
|--- | -------------------------------------------------------------------------------------------------------

|(3) | Includes 187,277 shares subject to stock options that are currently exercisable.
|--- | --------------------------------------------------------------------------------

|(4) | Includes 370,920 shares subject to stock options that are currently exercisable.
|--- | --------------------------------------------------------------------------------

|(5) | Includes 390,104 shares subject to stock options that are currently exercisable.
|--- | --------------------------------------------------------------------------------

|(6) | Includes 243,517 shares subject to stock options that are currently exercisable.
|--- | --------------------------------------------------------------------------------

|(7) | Includes 93,400 shares subject to stock options that are currently exercisable.
|--- | -------------------------------------------------------------------------------

|(8) | Includes 152,944 shares subject to stock options that are currently exercisable.
|--- | --------------------------------------------------------------------------------

|(9) | Includes 58,400 shares subject to stock options that are currently exercisable.
|--- | -------------------------------------------------------------------------------

|(10) | Includes 63,400 shares subject to stock options that are currently exercisable.
|---- | -------------------------------------------------------------------------------

|(11) | Based on a Schedule 13G/A filed with the Commission on February 14, 2005 by the group of A. Alex Porter, Paul Orlin, Geoffrey Hulme and Jonathan W. Friedland. The Company makes no
representation as to the accuracy or completeness of the information reported. The address reported by the group of Messrs. Porter, Orlin, Hulme, and Friedland is 666 5th Avenue, 34th Floor, New York, New York 10103.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | Based on a Schedule 13G filed with the Commission on February 14, 2005 by Columbia Wanger Asset Management, L.P., which reported that the shares were also beneficially owned by WAM
Acquisition GP. Inc. and Columbia Acorn Trust. The Company makes no representation as to the accuracy or completeness of the information reported. The address of Columbia Wanger Asset Management, L.P. is 227 West Monroe Street, Suite 3000, Chicago,
Illinois 60606.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | Includes 1,663,942 shares subject to stock options that are currently exercisable.
|---- | ----------------------------------------------------------------------------------



---

Equity Compensation Plan Information



The following table provides disclosure of the number of securities to be issued upon exercise of outstanding options, the weighted average
exercise price of outstanding options, and the number of securities remaining available for future issuance under equity compensation plans, all as of December 31, 2004, aggregated into two categoriesplans that have been approved by
shareholders and plans that have not.



|                                  |  |                                                                                             |  |                                                       |      |                                                                                              |    
|--------------------------------- |  | ------------------------------------------------------------------------------------------- |  | ----------------------------------------------------- | ---- | -------------------------------------------------------------------------------------------- | ---
|                                  |  | Number of securities to be issued upon exercise of outstanding options, warrants and rights |  | Weighted-average exercise price ofoutstanding options |      | Number of securities remaining available for future issuance under equity compensation
plans
|                                  |  | (in thousands)                                                                              |  |                                                       |      | (in thousands)                                                                              
|Equity Compensation Plans         |  |                                                                                             |  |                                                       |      |                                                                                              |    
|Approved by shareholders:         |  |                                                                                             |  |                                                       |      |                                                                                              |    
|                                  |  |                                                                                             | 
|1995 Stock Option Plan            |  | 6,774                                                                                       |  | $                                                     | 8.61 |                                                                                              | 724
|1997 Directors Stock Option Plan  |  | 215                                                                                         |  | $                                                     | 9.37 |                                                                                              | 85 
|1998 Employee Stock Purchase Plan |  |                                                                                            |  |                                                       |     |                                                                                              | 98 
|                                  |  |                                                                                             |  |                                                       |      |                                                                                              |    
|                                  |  | 6,989                                                                                       |  | $                                                     | 8.63 |                                                                                              | 907
|Not approved by shareholders:     |  |                                                                                            |  |                                                       |     |                                                                                              |   
|                                  |  |                                                                                             |  |                                                       |      |                                                                                              |    
|Total:                            |  | 6,989                                                                                       |  | $                                                     | 8.63 |                                                                                              | 907
|                                  |  |                                                                                             |  |                                                       |      |                                                                                              |    



---

SIGNATURES



In accordance with the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on its behalf by
the undersigned, thereunto duly authorized.



|                   |  |                       |  |                                        
|------------------ |  | --------------------- |  | ---------------------------------------
|                   |  | RADIANT SYSTEMS, INC.
|                   |  |                      
|Date: May 16, 2005 |  | By:                   |  | /s/ John H. Heyman                     
|                   |  |                       |  | John H. Heyman, Chief Executive Officer