SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: ONLINE RESOURCES & COMMUNICATON CORP
CENTRAL INDEX KEY: 0000888953
STANDARD INDUSTRIAL CLASSIFICATION: 7389
IRS NUMBER: 521623052
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 34
SEC FILE NUMBER: 005-56437
FILM NUMBER: 758820
BUSINESS ADDRESS:
STREET 1: 7600 COLSHIRE DRIVE
CITY: MCLEAN
STATE: VA
ZIP: 22102
MAIL ADDRESS:
STREET 1: 7600 COLSHIRE
CITY: MACLEAN
STATE: VA
ZIP: 22102
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: BRUCE BENT ASSOCIATES, INC.
CENTRAL INDEX KEY: 0001077567
STANDARD INDUSTRIAL CLASSIFICATION: []
IRS NUMBER: 65-1104941
STATE OF INCORPORATION: FL
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 950 THIRD AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022-2705
BUSINESS PHONE: 2127526255
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Under the Securities Exchange Act of 1934)
(Amendment No.)*
ONLINE RESOURCES & COMMUNICATIONS CORPORATION
---------------------------------------------
(Name of Issuer)
COMMON STOCK
---------------------------------------------
(Title of Class of Securities)
68273G101
------------------------------
(Cusip Number)
December 31, 2001
_____________________________________________
(Date of Event which requires filing of this
Statement)
Check the appropriate box to designate the rule
pursuant to which this schedule is filed:
[X] Rule 13-d (b)
[ ] Rule 13-d (c)
[ ] Rule 13-d (d)
*The remainder of this cover page shall be filled
out for a reporting person's initial filing of this
form with respect to the subject class of securities,
and for any subsequent amendment containing information
which would alter the disclosures provided in a prior
cover page.
The information required in 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.)
[Continued on the following page (s)]
Page 1 of 4 Pages
CUSIP No. 056032105 Page 2 of 4 Pages
- ----------------------------------------------------
1. Name of reporting person
S.S. or I.R.S. identification no. of the above person
Bruce Bent Associates, Inc.
65-1104941
- ----------------------------------------------------
2. Check the appropriate box if a member of a group
(a) ( )
(b) ( X )
- ----------------------------------------------------
3. SEC use only
- ----------------------------------------------------
4. Citizenship or place of organization
New York
- ----------------------------------------------------
Number of shares beneficially owned by each reporting
person with:
5. Sole Voting Power
858,200
--------------------------------
6. Shared Voting Power
0
---------------------------------
7. Sole Dispositive Power
858,200
----------------------------------
8. Shared Dispositive Power
0
---------------------------------------------------------------
9. Aggregate amount beneficially owned by each reporting person
858,200
--------------------------------------------------------
10. Check if the aggregate amount in row (9) excludes certain
shares*
No
- ----------------------------------------------------------------
11. Percent of class represented by amount in row 9
6.453%
- ----------------------------------------------------------
12. Type of Reporting person
IA
Page 3 of 4 Pages Cusip #: 68273G101
SCHEDULE 13G
ITEM 1 (A): NAME OF ISSUER:
ONLINE RESOURCES & COMMUNICATIONS CORPORATION
1B: ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
7600 COLSHIRE DEIVE
MCCLEAN, VIRGINIA 22102
ITEM 2(A): NAME OF PERSON FILING:
Bruce Bent Associates, Inc.
ITEM 2(B): ADDRESS OF PRINCIPAL BUSINESS OFFICE:
950 Third Avenue
New York, New York 10022-2705
ITEM 2(C) CITIZENSHIP:
See Item 4 of Cover Page
ITEM 2(D): TITLE OF CLASS OF SECURITIES:
See Cover Page
ITEM 2(E) CUSIP NUMBER
See Cover Page
ITEM 3: TYPE OF REPORTING PERSON:
If this statement is filed pursuant to sections 240.13d-1 (b)
or 240.13d-2 (b) or (c), check whether the filing person is a:
(e) [X] An investment adviser in accordance with
Section 240.13d-1 (b) (1) (ii) (E)
ITEM 4: OWNERSHIP:
:
(a) AMOUNT BENEFICIALLY OWNED:
Bruce Bent Associates, Inc., in its capacity
investment advisor, may be deemed the beneficial
owner of 858,200 shares of common stock of the
Issuer which are owned by investment advisory client(s).
(b) PRCENT OF CLASS: 6.453%
(c) For information on voting and dispositive power
with respect to the above listed shares, see
Items 5 - 8 of Cover Page.
Page 4 of 4 Pages Cusip #:68273G101
ITEM 5: OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
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: INDENTIFICATION AND CLASSIFICATIONS 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 acquired in the
ordinary course of business and
were not acquired in connection
with or as a participant in any
transaction having such purpose or
effect.
SIGNATURE:
After reasonable inquiry and to the best
of my knowledge and belief, I certify
that information set forth in this statement
is true, complete and correct.
Date: January 31, 2002
Signature: --//Bruce D. Bent//--
Name and Title: BRUCE D. BENT
PRESIDENT