Sec Form 4 Filing - JMG TRITON OFFSHORE FUND LTD @ READING INTERNATIONAL INC - 2005-03-24

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 JMG TRITON OFFSHORE FUND LTD 2. Issuer Name and Ticker or Trading Symbol READING INTERNATIONAL INC [ RDI RDIB] 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) CITCO BUILDING, WICKHAMS CAY, P.O. BOX 662 3. Date of Earliest Transaction (MM/DD/YY) 03/24/2005 (Street) ROAD TOWN, TORTOLA, D8 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (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 Class A Non-Voting Common Stock 03/24/2005 P 50,000 A $ 0 ( 1 ) 3,825,400 I See Notes ( 2 ) ( 3 ) Class B Voting Common Stock 03/24/2005 S 50,000 D $ 0 ( 1 ) 133,043 I See Notes ( 2 ) ( 3 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JMG TRITON OFFSHORE FUND LTD CITCO BUILDING, WICKHAMS CAY P.O. BOX 662 ROAD TOWN, TORTOLA, D8 X PACIFIC CAPITAL MANAGEMENT INC 100 DRAKES LANDING SUITE 207 GREENBRAE, CA94904 X PACIFIC ASSETS MANAGEMENT LLC 1999 AVENUE OF THE STARS 2530 LOS ANGELES, CA90067 X GLASER JONATHAN M 100 DRAKES LANDING SUITE 207 GREENBRAE, CA94904 X RICHTER ROGER ONE SANSOME STREET 39TH FLOOR SAN FRANCISCO, CA94104 X DAVID DANIEL ALBERT 100 DRAKES LANDING SUITE 207 GREENBRAE, CA94904 X Signatures Pacific Capital Management, Inc. by Jonathan M. Glaser, Vice President 04/28/2005 Signature of Reporting Person Date Pacific Assets Management, LLC by Jonathan M. Glaser, Member Manger 04/28/2005 Signature of Reporting Person Date JMG Triton Offshore Fund, Ltd., by Pacific Assets Management, LLC, Attorney-in-fact, by Jonathan M. Glaser, Member Manager 04/28/2005 Signature of Reporting Person Date Jonathan M. Glaser 04/28/2005 Signature of Reporting Person Date Roger Richter 04/28/2005 Signature of Reporting Person Date Daniel Albert David 04/28/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This zero is a placeholder only that is required by the EDGAR software. There was no price because the Fund disposed of 50,000 shares of Class B Voting Common Stock in exchange for 50,000 shares of Class A Non-Voting Common Stock in an exchange with the Issuer. ( 2 )The reporting persons (the "Reporting Persons") are Pacific Capital Management, Inc., a Delaware corporation ("PCM"), Pacific Assets Management, LLC ("PAM"), a Delaware limited liability company, Jonathan M. Glaser, Daniel Albert David, Roger Richter and JMG Triton Offshore Fund, Ltd., an international business company organized under the laws of the British Virgin Islands (the "Fund"). PAM is the investment adviser to the Fund and PCM is a member of PAM. Mr. Glaser, Mr. David and Mr. Richter are control persons of PCM and PAM. PCM, PAM, Mr. Glaser, Mr. David and Mr. Richter are filing this Form 4 jointly as a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), but disclaim membership in a group with any other person ( 3 )The Fund is filing this Form 4 jointly with the other Reporting Persons, but not as a member of a group, and it expressly disclaims membership in a group with any other person. These securities are held directly by the Fund for the benefit of its investors, and indirectly by PCM, PAM, Mr. Glaser, Mr. David and Mr. Richter. The Reporting Persons, except for the Fund, disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein. The filing of this Form 4 on behalf of the Fund should not be construed as an admission that it is, and it disclaims that it is, the beneficial owner as defined in Rule 13d-3 under the Exchange Act, of any of the securities covered by this Form 4. No client account of PAM other than the Fund, holds more than ten percent of the outstanding shares of any class of securities of the Issuer.

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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