SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* EMPIRE CAPITAL PARTNERS LP (Last) (First) (Middle) C/O EMPIRE G P LLC 1 GORHAM ISLAND (Street) WESTPORT CT 06880 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol DIGITAL VIDEO SYSTEMS INC [ DVID ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/09/2005
	4. 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 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	02/09/2005		P		100	A	$4.5	111,570	I	See footnote(1)(2)(4)
Common Stock	02/10/2005		P		100	A	$4.5	111,670	I	See footnote(1)(2)(4)

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 Securities Underlying Derivative Security (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: 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
Series C Convertible Preferred Stock	$0							12/27/2004(3)(5)	09/19/2009	Common Stock(1)(2)(4)	57,379		172,137	I	See footnotes
Warrants	$6.1							12/27/2004	09/19/2009	Common Stock(1)(2)(4)	86,067		86,067	I	See footnotes

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 75,129 shares; Empire Capital Partners Ltd., a Cayman Islands exempted company ("Offshore"), as to 6,475 shares; Empire Capital Partners II, Ltd., a Cayman Islands exempted company ("Offshore II") as to 610 shares, Charter Oak Partners, LP, a Delaware limited partnership ("Charter Oak") as to 27,332 shares and Charter Oak Partners II LP, a Delaware limited partnership ("Charter Oak II") as to 1,924 shares.

2. Empire GP, L.L.C. (the "General Partner") serves as the general partner of Empire Capital, and has investment discretion over the securities held by, Empire Capital. 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 Series C Convertible Preferred Stock (the "Preferred Shares") and the warrants (the "Warrants") to which this note relates are held directly by Empire Capital Partners, L.P. a Delaware limited partnership ("Empire") as to 50,109 Preferred Shares and 25,054 Warrants; Empire Capital Partners Ltd., a Cayman Islands exempted company ("Offshore"), as to 93,431 Preferred Shares and 46,715 Warrants; Empire Capital Partners II, Ltd., a Cayman Islands exempted company ("Offshore II") as to 17,406 Preferred Shares and 8,703 Warrants, Charter Oak Partners, LP, a Delaware limited partnership ("Charter Oak") as to 9,293 Preferred Shares and 4,646 Warrants, Charter Oak Partners II LP, a Delaware limited partnership ("Charter Oak II") as to 1,898 preferred Shares and 949 Warrants.

4. The Reporting Persons disclaims beneficial ownership of any of the Issuer's securities owned by the Fund to which this form relates for purpose of Section 16 of the Securities Exchange Act of 1934, as amended.

5. There is no expiration date for these securities.

	/s/ Scott A. Fine, Member of Empire GP, L.L.C., general partner of Empire Capital Partners, L.P.	02/24/2005
	/s/ Peter J. Richards, Member of Empire GP, L.L.C., general partner of Empire Capital Partners, L.P.	02/24/2005
	** Signature of Reporting Person	Date
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