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 *
Crouch John
   2. Issuer Name and Ticker or Trading Symbol
DemandTec, Inc. [DMAN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Worldwide Sales
(Last)
(First)
(Middle)
ONE CIRCLE STAR WAY, SUITE 200		 3. Date of Earliest Transaction (Month/Day/Year)
03/04/2008
(Street)

SAN CARLOS, CA 94070		 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 03/04/2008   A(1)   10,000 A $ 0 10,000 D  
Common Stock 03/05/2008   M   3,400 A $ 1 13,400 D  
Common Stock 03/05/2008   S(2)   3,400 D $ 10.103 (3) 10,000 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
Non-Qualified Stock Option (right to buy) $ 1 03/05/2008   M     3,400   (4) 12/11/2013 Common Stock 3,400 $ 0 93,200 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Crouch John
ONE CIRCLE STAR WAY
SUITE 200
SAN CARLOS, CA 94070		       SVP, Worldwide Sales  

Signatures

 By: Michael J. McAdam, Attorney-in-Fact For: John C. Crouch   03/05/2008
**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) Exempt grant of restricted stock units under the issuer's 2007 Equity Incentive Plan; the units will vest in full on April 15, 2010 subject to the reporting person's continued service. The units are subject to certain acceleration provisions in the event of a change in control.
(2) Sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 31, 2007.
(3) Sales price reflected here is an average of sales prices ranging from $9.95 to $10.46 per share, consisting of the following: 487 shares at $9.95, 600 shares at $9.98, 300 shares at $10.00, 213 shares at $10.05, 100 shares at $10.10, 200 shares at $10.11, 300 shares at $10.12, 200 shares at $10.13, 100 shares at $10.15, 200 shares at $10.16, 100 shares at $10.17, 100 shares at $10.21, 100 shares at $10.23, 100 shares at $10.38, 100 shares at $10.45 and 200 shares at $10.46.
(4) Immediately exercisable for all option shares. The right of repurchase lapses and the option shares become vested with respect to 1/8th of the option shares six months after November 17, 2003 and the remaining shares monthly thereafter over the remaining 42 months.

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