SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

EMPIRE CAPITAL PARTNERS LP

(Last)

(First)

(Middle)

C/O EMPIRE G P LLC

1GORHAM ISLAND

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/26/2004

3. Issuer Name and Ticker or Trading Symbol
DIGITAL VIDEO SYSTEMS INC [ DVID ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of 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

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	1,212,121	I	See footnote⁽¹⁾

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. This statement is filed by: (i) Empire Capital Partners, L.P. ("Empire Capital"), with respect to the shares of Common Stock directly owned by it; (ii) Empire Capital Partners, Ltd. ("Empire Capital Offshore"), with respect to the shares of Common Stock directly owned by it; (iii) Empire Capital GP, L.L.C. ("Empire GP"), with respect to the shares of Common Stock directly owned by Empire Capital; (iv) Empire Capital Management, L.L.C. ("Empire Management"), with respect to the shares of Common Stock owned directly by Empire Capital Offshore, Charter Oak Partners, L.P. ("Charter Oak") and Charter Oak Partners 2, L.P. ("Charter Oak 2"); (v) Mr. Scott A. Fine with respect to the shares of Common Stock directly owned by Empire Capital, Empire Capital Offshore, Charter Oak and Charter Oak 2; and (vi) Mr. Peter J. Richards with respect to the shares of Common Stock directly owned by Empire Capital, Empire Capital Offshore, Charter Oak and Charter Oak 2.

Remarks:

Empire GP serves as the general partner to Empire Capital and Messrs. Fine and Richards serve as the members of Empire GP. Empire GP, as general partner of Empire Capital, has investment discretion over the securities directly owned by Empire Capital. Messrs. Fine and Richards, as members of Empire GP, direct its operations. Messrs. Fine and Richards also serve as managing members of Empire Management, which serves as investment manager of Empire Capital Offshore, and as such has investment discretion over the securities directly owned by Empire Capital Offshore, and manages a portion of the assets of Charter Oak and Charter Oak 2 pursuant to a discretionary investment management agreement, and as such has investment discretion with respect to the Common Stock owned directly by Charter Oak and Charter Oak 2 attributable to those assets of Charter Oak and Charter Oak 2 managed by Empire Management. Empire Capital, Empire Capital Offshore, Empire GP, Empire Management, Charter Oak, Charter Oak 2 and Messrs. Fine and Richards each disclaims any beneficial ownership of any of the Issuer's securities to which this Form 3 relates for the purposes of the Securities Exchange Act of 1934, as amended (the "Act"), except as to such securities in which each such person may be deemed to have an indirect pecuniary interest pursuant to the Act.

	EMPIRE CAPITAL PARTNERS, L.P., /s/Scott A. Fine, Member of Empire GP, L.L.C., general partner of Empire Capital Partners, L.P.	02/04/2004
	EMPIRE CAPITAL PARTNERS, L.P., /s/Peter J. Richards, Member of Empire GP, L.L.C., general partner of Empire Capital Partners, L.P.	02/04/2004
	Empire GP, L.L.C. By: /s/Scott A. Fine, member	02/04/2004
	Empire GP, L.L.C. By: /s/Peter J. Richards, member	02/04/2004
	Empire Capital Management, L.L.C. By /s/Scott A. Fine, managing member	02/04/2004
	Empire Capital Management, L.L.C. By /s/Peter J. Richards, managing member	02/04/2004
	/s/Scott A. Fine, individually	02/04/2004
	/s/Peter J. Richards, individually	02/04/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.