Sec Form 4 Filing - POTTER RANDAL R @ NAUTILUS GROUP INC - 2004-05-25

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 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 POTTER RANDAL R 2. Issuer Name and Ticker or Trading Symbol NAUTILUS GROUP INC [ NLS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Marketing Officer (Last) (First) (Middle) 1400 NE 136TH AVE 3. Date of Earliest Transaction (MM/DD/YY) 05/25/2004 (Street) VANCOUVER, WA98684 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/25/2004 M 11,250 A $ 6.07 201,980 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Stock Option (Right to Buy) $ 6.07 05/25/2004 M 11,250 06/26/2000 06/26/2004 Common Stock 11,250 $ 6.07 0 D Stock Option (Right to Buy) $ 13.56 06/26/2001 06/26/2005 Common Stock 37,970 37,970 D Stock Option (Right to Buy) $ 13.78 01/22/2002 01/22/2006 Common Stock 28,125 28,125 D Stock Option (Right to Buy) $ 34.05 06/10/2003 06/10/2007 Common Stock 20,000 20,000 D Stock Option (Right to Buy) $ 10.39 07/15/2004 07/15/2013 Common Stock 100,000 100,000 D Stock Option (Right to Buy) $ 14.25 02/04/2005 02/04/2014 Common Stock 40,000 40,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other POTTER RANDAL R 1400 NE 136TH AVE VANCOUVER, WA98684 Chief Marketing Officer Signatures William D. Meadowcroft (Attorney-in-Fact) 05/26/2004 Signature of Reporting Person Date

Explanation of Responses:
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).

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