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 * Cowan Joseph L   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) Chief Executive Officer (Last) (First) (Middle) C/O ONLINE RESOURCES, 4795 MEADOW WOOD LANE 3. Date of Earliest Transaction (Month/Day/Year) 06/17/2010 (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 06/17/2010 06/17/2010 A(1)   107,066 A $ 4.67 107,066 D

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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

$ 4.67

06/17/2010

06/17/2010

A(2)

266,080

(3)

06/17/2017

Common Stock

266,080

$ 4.67

266,080

D

Restricted Stock Units

$ 0

06/17/2010

06/17/2010

A(2)

214,132

(4)

(5)

Common Stock

214,132

$ 0

214,132

D

Restricted Stock Units

$ 0

06/17/2010

06/17/2010

A(2)

107,066

(6)

(5)

Common Stock

107,066

$ 0

107,066

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cowan Joseph L C/O ONLINE RESOURCES 4795 MEADOW WOOD LANE CHANTILLY, VA 20151	X		Chief Executive Officer

Signatures

/s/ Joseph L. Cowan		06/21/2010
**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)	This transaction is a private sale from the Company to Mr. Cowan and is exempt from Section 16(b) of the Act pursuant to Rule 16b-3(d)(1).
(2)	These awards were granted outside of the Company's Amended and Restated 2005 Restricted Stock and Option Plan in accordance with NASDAQ Listing Rule 5635(c)(4) as an inducement to Mr. Cowan's entry into employment with the Company.
(3)	The options vest equally on 6/15/2011, 6/15/2012, 6/15/2013 and 6/15/2014.
(4)	The restricted stock units vest equally on 6/15/2011, 6/15/2012, 6/15/2013 and 6/15/2014.
(5)	Not applicable.
(6)	All restricted stock units will vest 3/17/2011.

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