Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  MURDOCK JERRY
 2. Date of Event Requiring Statement (Month/Day/Year)
09/29/2004		 3. Issuer Name and Ticker or Trading Symbol
CALLWAVE INC [CALL]
(Last)
(First)
(Middle)
INSIGHT CAPITAL PARTNERS, 680 FIFTH AVE 9TH FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
10/06/2004
(Street)

NEW YORK, NY 10019		 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 3,029,996
I (1)
See Note (1)

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   (2) 08/31/2004 Common Stock 18,335 $ 10 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MURDOCK JERRY
INSIGHT CAPITAL PARTNERS
680 FIFTH AVE 9TH FLOOR
NEW YORK, NY 10019		   X      

Signatures

Jerry Murdock 10/06/2004
**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 amount listed reflects the beneficial ownership of the Issuer's securities owned by Insight Venture Partners IV, L.P., Insight Venture Partners IV (Co-Investors), L.P., Insight Venture Partners IV (Fund B), L.P. and Insight Venture Partners IV (Cayman), L.P. (collectively, the "Insight Funds"), a portion of which may be deemed attributable to Mr. Murdock because Mr. Murdock is a member of Insight Holdings Group, LLC ("Holdings"), the managing member of Insight Venture Associates IV, LLC, the sole general partner of the Insight Funds. Mr. Murdock disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, which is not readily determinable because it is subject to several variables, including the internal rate of returns and vesting of interests in the Insight Funds and Holdings.
(2) These Options were granted to Mr. Murdock as Director's compensation. Shares subject to the Options vest monthly over 24 months commencing on July 1, 2004.

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