Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
LAWLOR MATTHEW P
  2. Issuer Name and Ticker or Trading Symbol
ONLINE RESOURCES CORP [ORCC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last)
(First)
(Middle)
4795 MEADOW WOOD LANE, SUITE 300
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2008
(Street)

CHANTILLY, VA 20151
4. If Amendment, Date Original Filed(Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/09/2008 09/09/2008 M   48,991 A $ 1.5 1,108,912 (1) D  
Common Stock 09/09/2008 09/09/2008 S   24,333 (2) D $ 8.4477 (3) 1,084,579 D  
Common Stock               19,903 I by Rosemary K. Lawlor Trust
Common Stock               58,157 I by Rosemary K. Lawlor Irrevocable Trust
Common Stock               58,156 I by Matthew P. Lawlor Irrevocable Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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. Transaction 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock options $ 1.5 09/09/2008 09/09/2008 M     48,991 12/31/2002 10/16/2008 Common Stock 48,991 $ 0 512,052 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LAWLOR MATTHEW P
4795 MEADOW WOOD LANE
SUITE 300
CHANTILLY, VA 20151
  X     Chairman & CEO  

Signatures

 Matthew P. Lawlor   09/11/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Amounts of securities beneficially owned do not roll forward from the previous Form 4 filed due to an incorrect total on the Form 4 filed 3/4/2008. A Form 4/A was filed 6/3/2008 to correct the error.
(2) These shares were sold to cover the cost of the exercise and taxable gains.
(3) Several transactions to sell these shares were made at various times during the day and are shown here in the aggregate. The price shown is the weighted average price. The actual prices paid ranged from $8.32-$8.73.

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