FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

OMB APPROVAL

Washington, D.C. 20549

OMB Number:

3235-0287

Expires:

January 31, 2005

Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Estimated average burden hours per response............ 0.5

See Instruction 1(b).

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(f) of the Investment Company Act of 1940

Name and Address of Reporting Person*

2. Issuer Name and Ticker or Trading Symbol

6. Relationship of Reporting Person (s) to Issuer

(Check all applicable)

WILLIAMS TRYON M

BINGO.COM, INC. "BIGR"

Director

10% Owner

(Last)

(First)

(Middle)

3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)

4. Statement for Month/Year

Officer (give title below)

Other (specify below)

203 SHAKESPEARE TOWER, THE BARBICAN

~~DECEMBER~~APRIL, ~~2002~~2003

PRESIDENT AND CHIEF EXECUTIVE OFFICER

(Street)

5. If Amendment, Date of Original

7. Individual or Joint/Group Reporting (Check Applicable Line)

(Mth/Dy/Yr)

Form Filed by One Reporting Person

LONDON UK EC2 Y8DR

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

3. Trans-action Code (Instr. 8)

4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

(M/D/Y)

Code

Amount

(A) or (D)

Price

Common stock $0.001 par value

1204/3125/~~2002~~2003

~~308~~300,~~158~~000

$0.027

~~939~~1,239,858

Common stock $0.001 par value

240,000

Note 1

Note 1 - Non - Derivative Securities are held by Bingo, Inc. Reporting person is a potential beneficiary of several discretionary trusts that hold approximately 80% of Bingo, Inc.

(Over)

Reminder: Report on a separate line for each class of Securities beneficially owned directly or indirectly.

SEC 1474 (9-02)

*If the form is filed by more than one reporting person, see Instruction 4(b)(v)

FORM 4 (continued)

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. Trans- action 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

(A)

(D)

Date Exercis- able

Expiration Date

Title

Amount or Number of Shares

EMPLOYEE STOCK OPTION (RIGHT TO BUY)

09/21/01

09/21/06

Common Stock,

150,000

$0.30

150,000

STOCK WARRANT

07/02/02

07/02/05

Common Stock,

$0.25

4,000,000

Note 1

12% CONVERTIBLE DEBENTURE "A"

05/21/02

04/16/06

Common Stock,

$0.125

8,000,000

Note 2

12% CONVERTIBLE DEBENTURE "B"

07/02/02

07/02/06

Common Stock,

$0.15

8,266,667

Note 2

Explanation of Responses:

Note 1 - Non - Derivative Securities are held by Bingo, Inc. Reporting person is a potential beneficiary of several discretionary trusts that hold approximately 80% of Bingo, Inc . Bingo, Inc. holds stock warrants entitling it to purchase a maximum of 5,000,000 common shares of Bingo.com, Inc. Note 2 - Non - Derivative Securities are held by Bingo, Inc. Reporting person is a potential beneficiary of several discretionary trusts that hold approximately 80% of Bingo, Inc . Bingo, Inc. holds $1,300,000 12% convertible debentures which maybe converted into 10,333,333 common shares of Bingo.com, Inc.

December 5, 2002

December 31, 2002

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

**Signature of Reporting Person

Date

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