UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(C) OF THE SECURITIES EXCHANGE ACT OF 1934

~~PURSUANT~~Date TOof ~~SECTION~~Report ~~13 OR 15~~(d)Date ~~OF THE~~of ~~SECURITIES~~earliest ~~EXCHANGE~~event ~~ACT~~reported): OFFebruary 11, ~~1934~~2004

Date of report (Date of earliest event reported): November 14, 2003

RAINBOW TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in ~~its~~Its Charter)

Delaware		0-16641		95-3745398
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

Delaware

50 Technology Drive, Irvine, California		92618
(Address of Principal Executive Offices)		(Zip Code)

(State or Other Jurisdiction of Incorporation)


000-16641		95-3745398

(Commission File Number)		(IRS Employer Identification No.)

50 Technology Drive, Irvine, California 92618

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (949) 450-7300

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

	ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
	Item 7. Financial Statements and Exhibits.
	ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
	Item 12. Results of Operations and Financial Condition.
SIGNATURES
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1
Exhibit 99.1

~~ITEM~~ Item 7. ~~FINANCIAL~~Financial ~~STATEMENTS~~Statements ~~AND~~and ~~EXHIBITS~~Exhibits.

~~Financial~~ (a) Not ~~Statements~~applicable.

(~~a) and (~~b) Not applicable.

99 Item 12.1 ~~Press~~Results ~~Release~~of ~~dated~~Operations ~~November~~and ~~14,~~Financial ~~2003, issued by Rainbow Technologies, Inc~~Condition.

~~ITEM~~ The ~~12.~~information ~~RESULTS~~in OFthis ~~OPERATIONS~~Form ~~AND~~8-K ~~FINANCIAL~~and ~~CONDITION~~the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

On ~~November~~February 1411, ~~2003~~2004, Rainbow Technologies, ~~Inc.,~~ issued a press release announcing ~~that~~financial itresults ~~has filed its quarterly report on Form 10-Q~~ for the quarter and year ended ~~September~~December 3031, 2003. The ~~A copy of the~~ press release is ~~furnished~~attached hereto as Exhibit 99.1, and incorporated by reference herein. The attached exhibit is furnished pursuant to Item 12 of Form 8-K.

~~The~~ In ~~information~~the inpress ~~this~~release, ~~Form~~Rainbow ~~8-K~~provides ~~and~~certain adjustments to the financial ~~exhibit~~information ~~attached~~calculated ~~hereto~~on ~~shall~~the ~~not be~~basis ~~deemed~~of Generally Accepted Accounting Principles (“~~filed~~GAAP”) ~~for~~as ~~purposes~~supplemental ofinformation ~~Section 18~~relating to its results of operations. ~~the~~Rainbow’s ~~Securities~~management ~~Exchange~~believes ~~Act~~these ofnon-GAAP adjustments are useful ~~1934~~to investors because they remove specific expenses associated with the acquisition of Rainbow by SafeNet, asInc. ~~amended~~through (a merger that was announced in the ~~“Exchange~~relevant ~~Act”)~~period, orand ~~otherwise~~a ~~subject~~significant tolegal settlement that was paid by Rainbow in the ~~liabilities~~relevant period and provide a basis for measuring and comparing ~~under~~Rainbow’s ~~that~~operating ~~section~~performance without these charges. The merger-related costs are currently limited to transaction-related expenses, ~~nor~~such ~~shall~~as itprofessional fees. beRainbow’s ~~deemed~~management ~~incorporated~~uses bythese ~~reference~~non-GAAP measures along with the most directly comparable GAAP financial measures in ~~any~~evaluating Rainbow’s operating ~~filing~~and ~~under~~financial performance. In particular, Rainbow’s management uses the non-GAAP ~~Securities~~measures ~~Act~~to ofevaluate ~~1933~~actual operating results and identify trends in the company’s business. Nonetheless, asthese ~~amended~~non-GAAP measures should not be considered in isolation from, or ~~the~~as ~~Exchange~~a ~~Act~~substitute for, financial information ~~regardless~~presented ofin ~~any~~compliance ~~general~~with ~~incorporation~~GAAP, ~~language~~and inother ~~such~~companies ~~filing~~may use different non-GAAP measures and presentations of results.

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the ~~Undersigned~~undersigned hereunto duly authorized.

	RAINBOW TECHNOLOGIES, INC.
Date: November 14, 2003	By:	/s/ Walter W. Straub
	By:	/s/ Patrick Fevery
		Walter W. Straub,
		Patrick Fevery Chief Financial Officer
		President and Chief Executive Officer
Date: February 11, 2004

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press ~~Release~~release ~~dated~~of ~~November~~Rainbow 14Technologies, ~~2003~~Inc., ~~issued~~dated byFebruary ~~Rainbow Technologies~~11, ~~Inc~~2004.

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