UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Transmedia Europe, Inc.

(Name of Issuer)

Common Stock, Par Value, $.00001

(Title of Class of Securities)

893764100

(CUSIP Number)

December 31, 2004

Date of Event Which Requires Filing of the Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP NO. 893764100		13G		Page 2 of 10 Pages


1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Name RAB Europe Fund Limited
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. SOLE VOTING POWER

6. SHARED VOTING POWER

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% as of the date of filing this statement.
12.	TYPE OF REPORTING PERSON* CO


CUSIP NO. 893764100		13G		Page 3 of 10 Pages


1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Name RAB Special Situations LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware U.S.A.

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. SOLE VOTING POWER

6. SHARED VOTING POWER

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% as of the date of filing this statement.
12.	TYPE OF REPORTING PERSON* PN


CUSIP NO. 893764100		13G		Page 4 of 10 Pages


1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Name RAB Partners Limited
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. SOLE VOTING POWER

6. SHARED VOTING POWER

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% as of the date of filing this statement.
12.	TYPE OF REPORTING PERSON* CO


CUSIP NO. 893764100		13G		Page 5 of 10 Pages


1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Name RAB Capital plc
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. SOLE VOTING POWER

6. SHARED VOTING POWER

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% as of the date of filing this statement.
12.	TYPE OF REPORTING PERSON* CO


CUSIP NO. 893764100		13G		Page 6 of 10 Pages


1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Name William Philip Richards
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. SOLE VOTING POWER

6. SHARED VOTING POWER

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% as of the date of filing this statement.
12.	TYPE OF REPORTING PERSON* IN


CUSIP NO. 893764100		13G		Page 7 of 10 Pages


1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Name Michael Alen-Buckley
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. SOLE VOTING POWER

6. SHARED VOTING POWER

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% as of the date of filing this statement.
12.	TYPE OF REPORTING PERSON* IN


CUSIP NO. 893764100		13G		Page 8 of 10 Pages

Item 1

(a)

Name of Issuer:

Transmedia Europe, Inc.

Item 1

(b)

Address of Issuer’s Principal Executive Offices:

11 St. James Square

London SW1Y 4LB

England

Item 2

(a)

Name of Person Filing

Item 2

(b)

Address of Principal Business Office

Item 2

(c)

Citizenship

RAB Europe Fund Limited

P.O. Box 908 GT

Walker House

Mary Street

George Town, Grand Cayman

Cayman Islands company

RAB Special Situations LP

c/o RAB Capital plc

No. 1 Adam Street

London W2CN 6LE

United Kingdom

Delaware limited partnership

RAB Partners Limited

P.O. Box 908 GT

Walker House

Mary Street

George Town, Grand Cayman

Cayman Islands company

RAB Capital plc

No. 1 Adam Street

London W2CN 6LE

United Kingdom

United Kingdom company

William Philip Richards

No. 1 Adam Street

London W2CN 6LE

United Kingdom

United Kingdom citizen

Michael Alen-Buckley

No. 1 Adam Street

London W2CN 6LE

United Kingdom

United Kingdom citizen

Item 2

(d)

Title of Class of Securities:

Common Stock, par value $.00001 per share

Item 2

(e)

CUSIP Number:

893764100

Item 3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under Section 15 of the Exchange Act;

(b)

Bank as defined in Section 3(a)(6) of the Exchange Act;

(c)

Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d)

Investment company registered under Section 8 of the Investment Company Act;

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G);

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box. x


CUSIP NO. 893764100		13G		Page 9 of 10 Pages



Item 4	Ownership: RAB Europe Fund Limited RAB Special Situations LP RAB Partners Limited RAB Capital plc William Philip Richards Michael Alen-Buckley

	(a)	Amount beneficially owned:

	(b)	Percent of Class: 0% as of the date of filing this statement.

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or to direct the vote: 0

		(ii)	shared power to vote or to direct the vote: 0

		(iii)	sole power to dispose or to direct the disposition of: 0

		(iv)	shared power to dispose or to direct the disposition of: 0

Item 5	Ownership of Five Percent or Less of a Class: Yes.

Item 6	Ownership of More than Five Percent on Behalf of Another Person: Not Applicable.

Item 7	Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable.

Item 8	Identification and Classification of Members of the Group: Not Applicable.

Item 9	Notice of Dissolution of Group: Not Applicable.

Item 10	Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP NO. 893764100		13G		Page 10 of 10 Pages

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 11th day of February, 2005


RAB EUROPE FUND LIMITED		RAB SPECIAL SITUATIONS LP

By:	RAB Capital plc, its Investment Manager	By:	RAB Partners Limited, its General Partner

By:	/s/ William Philip Richards	By:	/s/ William Philip Richards
	William Philip Richards, Managing Director		William Philip Richards, Director

RAB PARTNERS LIMITED		RAB CAPITAL PLC

By:	/s/ William Philip Richards	By:	/s/ William Philip Richards
	William Philip Richards, Director		William Philip Richards, Managing Director

WILLIAM PHILIP RICHARDS		MICHAEL ALEN-BUCKLEY

/s/ William Philip Richards		/s/ Michael Alen-Buckley

TRANSMEDIA EUROPE INC SC 13G/A