<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Rimage Corporation
--------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
--------------------------------------
(Title of Class of Securities)
766721 10 4
-------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with the statement [__]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on 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).
<PAGE>
Page 2 of 5 pages
SCHEDULE 13G
------------
CUSIP NO. 766721 10 4
---------------------------------
1. NAME OF REPORTING PERSON Richard F. McNamara
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.S. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [__]
(b) [__]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A
5. SOLE VOTING POWER 541,000
NUMBER OF
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 250,000
OWNED BY
EACH
REPORTING 7. SOLE DISPOSITIVE POWER 569,667*
PERSON
WITH
8. SHARED DISPOSITIVE POWER 250,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
819,667 (includes 250,000 shares held by a charitable foundation for which
Mr. McNamara serves as trustee and for which he disclaims beneficial
ownership and 28,667 shares issuable upon exercise of vested options).
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[__]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 26.2%
12. TYPE OF REPORTING PERSON* IN
________
* Includes 28,667 shares issuable upon exercise of vested options.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 5 pages
ITEM 1(a). Name of Issuer
--------------
Rimage Corporation (the "Issuer")
ITEM 1(b). Address of Issuer's Principal Executive Offices
-----------------------------------------------
7725 Washington Avenue South
Minneapolis, Minnesota 55439
ITEM 2(a). Name of Person Filing
---------------------
Richard F. McNamara
ITEM 2(b). Address of Principal Business Office
------------------------------------
7808 Creekridge Circle
Minneapolis, MN 55439
ITEM 2(c). Citizenship
-----------
U.S.A.
ITEM 2(d). Title of Class of Securities
----------------------------
Common Stock, $.01 par value
ITEM 2(e) CUSIP Number
------------
766721 10 4
ITEM 3. Identification
--------------
Not Applicable.
<PAGE>
Page 4 of 5 pages
ITEM 4. Ownership
---------
(a) Amount Beneficially Owned 819,667*+
(b) Percent of Class 25.6%
(c) Number of Shares as to Which Such Person Has:
(i) sole power to vote or to direct the vote 541,000
(ii) shared power to vote or to direct the vote 250,000
(iii) sole power to dispose or to direct the
disposition of 569,667*
(iv) shared power to dispose or to direct the
disposition of 250,000
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. Identification and Classification of Members of the Group
---------------------------------------------------------
Not Applicable.
ITEM 9. Notice of Dissolution of Group
------------------------------
Not Applicable.
_________
* Includes 250,000 shares held by a charitable foundation for which Mr.
McNamara serves as a trustee and for which he disclaims beneficial
ownership.
+ Includes 28,667 shares issuable upon exercise of vested options
<PAGE>
Page 5 of 5 pages
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 for the purpose of and do not have the effect of
changing or influencing the control of the Issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
Date: 1/15/98
/s/ Richard F. McNamara
----------------------------------------
Richard F. McNamara
