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* DOLPHIN DIRECT EQUITY PARTNERS L P (Last) (First) (Middle) C/O DOLPHIN ASSET MANAGEMENT CORP. 129 EAST 17TH STREET (Street) NEW YORK NY 10003 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/18/2003	3. Issuer Name and Ticker or Trading Symbol SOUTHWALL TECHNOLOGIES INC /DE/ [ SWTX ]
		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) Form filed by One Reporting Person X 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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
10% Convertible Note due 2009	02/20/2004	02/20/2009	Common Stock	1,500,000	$1	D(1)
Warrant (right to buy)	12/18/2003	12/18/2008	Common Stock	313,705	$0.01	D(2)
Warrant (right to buy)	12/18/2003	12/18/2008	Common Stock	141,033	$0.01	D(2)
Warrant (right to buy)	12/18/2003	12/18/2008	Common Stock	5,772	$0.01	D(2)
Warrant (right to buy)	01/15/2004	01/15/2009	Common Stock	313,705	$0.01	D(2)
Warrant (right to buy)	01/19/2004	01/19/2009	Common Stock	529,818	$0.01	D(2)
Warrant (right to buy)	01/19/2004	01/19/2009	Common Stock	2,649	$0.01	D(2)
Warrant (right to buy)	01/29/2004	01/29/2009	Common Stock	182,084	$0.01	D(2)
Warrant (right to buy)	01/30/2004	01/30/2009	Common Stock	498	$0.01	D(2)
Warrant (right to buy)	01/30/2004	01/30/2009	Common Stock	1,235	$0.01	D(2)
Warrant (right to buy)	02/19/2004	02/19/2009	Common Stock	1,111,250	$0.01	D(2)
Warrant (right to buy)	02/20/2004	02/20/2004	Common Stock	2,025,502	$0.01	D(2)

1. Name and Address of Reporting Person* DOLPHIN DIRECT EQUITY PARTNERS L P (Last) (First) (Middle) C/O DOLPHIN ASSET MANAGEMENT CORP. 129 EAST 17TH STREET (Street) NEW YORK NY 10003 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Dolphin Advisors, L.L.C. (Last) (First) (Middle) C/O DOLPHIN ASSET MANAGEMENT CORP. 129 EAST 17TH STREET (Street) NEW YORK NY 10003 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Dolphin Management Inc. (Last) (First) (Middle) C/O DOLPHIN ASSET MANAGEMENT CORP. 129 EAST 17TH STREET (Street) NEW YORK NY 10003 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SALAS PETER E (Last) (First) (Middle) 129 EAST 17TH STREET (Street) NEW YORK NY 10003 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The reported notes are owned directly by Dolphin Direct Equity Partners, LP. Dolphin Advisors, L.L.C. may be deemed to beneficially own the reported notes because it serves as the managing general partner of Dolphin Direct Equity Partners, LP. Dolphin Management, Inc. may be deemed to beneficially own the reported notes because it serves as the managing member of Dolphin Advisors, L.L.C. Peter E Salas may be deemed to beneficially own the reported notes because he serves as President of and is a significant shareholder in Dolphin Management, Inc. Each of Dolphin Advisors, L.L.C., Dolphin Management, Inc. and Peter E. Salas disclaim beneficial ownership of all of the reported notes except to the extent of their pecuniary interest therein, and the inclusion of these warrants in this report shall not be deemed an admission by them of beneficial ownership of all of the reported warrants for purposes of Section 16 or for any other purpose.

2. The reported warrants are owned directly by Dolphin Direct Equity Partners, LP. Dolphin Advisors, L.L.C. may be deemed to beneficially own the reported warrants because it serves as the managing general partner of Dolphin Direct Equity Partners, LP. Dolphin Management, Inc. may be deemed to beneficially own the reported warrants because it serves as the managing member of Dolphin Advisors, L.L.C. Peter E Salas may be deemed to beneficially own the reported warrants because he serves as President of and is a significant shareholder in Dolphin Management, Inc. Each of Dolphin Advisors, L.L.C., Dolphin Management, Inc. and Peter E. Salas disclaim beneficial ownership of all of the reported warrants except to the extent of their pecuniary interest therein, and the inclusion of these warrants in this report shall not be deemed an admission by them of beneficial ownership of all of the reported warrants for purposes of Section 16 or for any other purpose.

	Carlos P. Salas, by power of attorney, on behalf of Dolphin Direct Equity Partners, LP	05/12/2004
	Carlos P. Salas, by power of attorney, on behalf of Dolphin Advisors, L.L.C.	05/12/2004
	Carlos P. Salas, by power of attorney, on behalf of Dolphin Management, Inc.	05/12/2004
	Peter E. Salas	05/12/2004
	** Signature of Reporting Person	Date
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