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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 Form 10-K/A Amendment No. 1 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended March 28, 2004 or o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________ .
 Commission file number: 0-50387 RedEnvelope, Inc. (Exact name of Registrant as Specified in Its Charter)
 Delaware(State or Other Jurisdiction of
Incorporation or Organization)
    
    33-0844285(I.R.S. Employer
Identification No.)
 201 Spear Street, 3rd Floor, San Francisco, California 94105(Address of Principal Executive Offices and Zip Code) (415) 371-9100(Registrants Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.01 per share




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|                                    |                                                                           |  |  |  |  |  |  | 
|----------------------------------- | ------------------------------------------------------------------------- |  |  |  |  |  |  | 
|DOCUMENTS INCORPORATED BY REFERENCE
|                                    | Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
|SIGNATURES                         
|EXHIBIT INDEX                      
|Exhibit 31.1                       
|Exhibit 31.2                       



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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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (¶229.405 of this chapter) 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 the
Form 10-K or any amendment to this Form 10-K. Yes
[   ]         No [X]

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

The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of September 26, 2003, was approximately $63.5 million based
upon the last sale price reported for such date on the Nasdaq National Market.
The Registrants common stock commenced trading on September 25, 2003 and the
Registrants initial public offering closed on September 30, 2003. For purposes
of this disclosure, we have assumed the conversion of all shares of the
Registrants preferred stock, which occurred in connection with the closing of
the initial public offering.

The number of outstanding shares of the registrants common stock, $0.01
par value per share, was 8,708,746 as of May 21, 2004.




DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this Report, to the extent not set
forth herein, is incorporated herein by reference from the registrants
definitive proxy statement relating to the annual meeting of stockholders to be
held in 2004, which definitive proxy statement shall be filed with the
Securities and Exchange Commission within 120 days after the end of the fiscal
year to which this Report relates.



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Explanatory Note:This report on Form 10-K/A amends the registrants
Annual Report on Form 10-K for the fiscal year ended March 28,
2004 as follows: the
signature page to the Form 10-K should not have included a typed signature for
director Scott Galloway, and the signature page to the Form 10-K is hereby
amended to remove the typed signature above his name. No other items in the
registrants Annual Report on Form 10-K for the fiscal year ended March 28,
2004 are amended hereby.

Item 15.Exhibits, Financial Statement Schedules, and Reports on Form 8-K List
the following documents filed as a part of the report on Form 10-K/A:  3.
    
    Exhibits Number
    
    Description31.1
    
    Alison Mays Certification pursuant to 13a-14(a) as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Eric Wongs Certification pursuant to 13a-14(a) as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.




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SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the
undersigned Registrant has duly caused this Amendment No. 1 to the Annual
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Francisco, State of California on
July 14,
2004. REDENVELOPE, INC.By:
    /s/ ERIC C. WONGEric C. WongChief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated: Signature
    
    Title
    
    Date*
Michael Moritz
    
    Chairman of the Board
    
    July 14, 2004/s/ ALISON L. MAY
Alison L. May
    
    Director, President and
Chief Executive Officer
(Principal Executive Officer)
    
    July 14, 2004/s/ ERIC C. WONG
Eric C. Wong
    
    Chief Financial Officer
(Principal Financial and
Accounting Officer)
    
    July 14, 2004*
Michael Dunn
    
    Director
    
    July 14, 2004*
Karen Edwards
    
    Director
    
    July 14, 2004Scott Galloway
    
    Director*
Charles Heilbronn
    
    Director
    
    July 14, 2004*
Daniel R. Lyle
    
    Director
    
    July 14, 2004*By:
    
    /s/ ERIC C. WONG
Eric C. Wong
Attorney-in-fact




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EXHIBIT INDEX Number
    
    Description31.1
    
    Alison Mays Certification pursuant to 13a-14(a) as
adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Eric Wongs Certification pursuant to 13a-14(a) as
adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.