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 *
  Green Richard T.
 2. Date of Event Requiring Statement (Month/Day/Year)
05/09/2012		 3. Issuer Name and Ticker or Trading Symbol
WAGEWORKS, INC. [WAGE]
(Last)
(First)
(Middle)
C/O WAGEWORKS, INC., 1100 PARK PLACE, 4TH FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
08/04/2011
(Street)

SAN MATEO, CA 94403		 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)

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
Employee Stock Option (right to buy)   (1) 05/29/2019 Common Stock 150,000 $ 6.14 D  
Employee Stock Option (right to buy)   (2) 05/06/2020 Common Stock 87,500 $ 5.32 D  
Employee Stock Option (right to buy)   (3) 11/04/2020 Common Stock 30,000 $ 6.18 D  
Employee Stock Option (right to buy)   (4) 02/09/2022 Common Stock 40,000 $ 9.59 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Green Richard T.
C/O WAGEWORKS, INC., 1100 PARK PLACE
4TH FLOOR
SAN MATEO, CA 94403		       Chief Financial Officer  

Signatures

/s/ Kimberly L. Jackson, by power of attorney 05/09/2012
**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 option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on December 15, 2009 and one forty-eighth of the shares vest monthly thereafter.
(2) The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on May 6, 2011 and one forty-eighth of the shares vest monthly thereafter.
(3) The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in full on November 4, 2017; provided, however, (i) 25% of the shares subject to the option shall vest upon the closing of the Issuer's initial public offering of common stock; (ii) 25% of the shares subject to the option shall vest upon the achievement of certain financial performance goals; and (iii) the remaining 50% of of the shares subject to the option shall vest upon the achievement of both (i) and (ii).
(4) The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in full on February 9, 2019; provided, however, (i) 25% of the shares subject to the option shall vest upon the closing of the Issuer's initial public offering of common stock; (ii) 25% of the shares subject to the option shall vest upon the achievement of certain financial performance goals; and (iii) the remaining 50% of the shares subject to the option shall vest upon the achievement of both (i) and (ii).
 
Remarks:
This amended and restated report on Form 3/A is being filed to (i) correct the transaction date originally reported as August 4, 2011 to May 9, 2012, the effective date of the Issuer's Registration Statement on Form S-1 (the "Effective Date"); (ii) revise the footnote disclosure for the securities previously reported; and (iii) update the Reporting Person's securities beneficially owned as of the Effective Date.

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