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)
11/18/2004

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	3,038,626⁽¹⁾	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾

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. The shares of Common Stock to which this note relates are held directly by Empire Capital Partners, L.P., a Delaware limited partnership ("Empire"), as to 1,510,296 shares; Empire Capital Partners Ltd., a Cayman Islands exempted company("Offshore"), as to 962,146 shares; Empire Capital Partners II, Ltd. a Cayman Islands exempted company ("Offshore II")as to 174,546 shares, Charter Oak Partners, LP a Delaware limited partnership ("Charter Oak") as to 354,935 shares and Charter Oak Partners II LP a Delaware Limited Partnership ("Charter Oak II") as to 36,703 shares.

2. Empire GP, L.L.C. (the "General Partner") serves as the general partner of, and has investment discretion over the securities held by, Empire. Empire Capital Management L.L.C. (the "Investment Manager") serves as investment manager to, and has investment discretion over the securities held by, Offshore I and Offshore II and certain accounts owned by Charter Oak and Charter Oak II. Scott Fine and Peter Richards are the managing members of the General Partner and the Investment Manager.

3. The amount securities beneficially owned by Empire includes warrants convertible into 873,768 shares.

	/s/ Scott Fine	11/29/2004
	** 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.