FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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 *   Upton Thomas E 2. Date of Event Requiring Statement (Month/Day/Year) 12/10/2007 3. Issuer Name and Ticker or Trading Symbol CARDTRONICS INC [CATM] (Last) (First) (Middle) 3110 HAYES ROAD, SUITE 300 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Administrative Officer 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) HOUSTON, TX 77082 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 93,840 (1) D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options to Purchase Common Stock	  (2)	06/04/2011	Common Stock	158,778 (1)	$ 0.74 (1)	D	Â
Options to Purchase Common Stock	  (2)	03/02/2012	Common Stock	29,990 (1)	$ 1.47 (1)	D	Â
Options to Purchase Common Stock	  (3)	03/05/2016	Common Stock	79,973 (1)	$ 10.48 (1)	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Upton Thomas E 3110 HAYES ROAD SUITE 300 HOUSTON, TX 77082	Â	Â	  Chief Administrative Officer	Â

Signatures

/s/ Michael E. Keller, Attorney-In-Fact for Thomas E. Upton		12/11/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The share and option exercise price information presented above gives effect to an anticipated 7.9973 to 1 stock split for all common shares, which will be effected immediately prior to the closing of the Issuer's initial public offering.
(2)	The options are fully vested and exercisable.
(3)	The options vest in four equal, annual installments beginning on March 6, 2007
  Remarks: Exhibit List:     Exhibit 24 - Power of Attorney

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