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* GLENBROOK CAPITAL MANAGEMENT (Last) (First) (Middle) P.O. BOX 524 (Street) GLENBROOK NV 89413 (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) 11/29/2004
			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)
Common Stock	566,973	I(1)(2)	See footnote.(2)

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
8% Series C Convertible Preferred Stock	11/18/2004	(3)	Common Stock	409,836	$0.61(4)	I(1)(2)	See footnote.(2)
Warrants (right to buy)	01/03/2004	07/07/2006	Common Stock	192,857	$2.8	I(1)(2)	See footnote.(2)
Warrants (right to buy)	09/03/2003	09/03/2007	Common Stock	150,000	$1.75	D(5)
Warrants (right to buy)	11/12/2003	07/07/2006	Common Stock and Warrants(6)	49,682(5)	$1.4	D(5)
Warrants (right to buy)	12/15/2004	12/27/2004	8% Series C Convertible Preferred Stock & CS Warrants(7)	204,918	$0.61	I(1)(2)	See footnote.(2)
Class A Warrants (right to buy)	12/15/2004	09/19/2009	Common Stock	204,918	$0.61	I(1)(2)	See footnote.(2)

1. Name and Address of Reporting Person* GLENBROOK CAPITAL MANAGEMENT (Last) (First) (Middle) P.O. BOX 524 (Street) GLENBROOK NV 89413 (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* GLENBROOK CAPITAL LP (Last) (First) (Middle) P.O. BOX 524 (Street) GLENBROOK NV 89413 (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. Glenbrook Capital Management ("GCM") is the general partner of Glenbrook Capital, L.P. ("GBLP") and as such has investment discretion over the securities held by GBLP. As the sole general partner of GBLP, GCM may be deemed to be the beneficial owner of all of the portfolio securities owned by GBLP. However, GCM disclaims beneficial ownership of all of the securities owned by GBLP, except to the extent of its pecuniary interest in the limited partnership.

2. The reported securities are owned directly by GBLP and indirectly by GCM, the general partner.

3. The reported shares of Series C Preferred Stock do not expire. However, they are subject to redemption at the option of the issuer as follows: (i) $0.82, plus accrued and unpaid dividends, from 9/20/04 through 9/19/05; (ii) $0.79, plus accrued and unpaid dividends, from 9/20/05 through 9/19/06; (iii) $0.76, plus accrued and unpaid dividends, from 9/20/06 through 9/19/07; and (iv) $0.73, plus accrued and unpaid dividends at any time thereafter.

4. The 8% Series C Convertible Preferred Stock is initially convertible into Common Stock on a 1-for-1 basis at a conversion price of $0.61, subject to adjustment for stock splits, reverse stock splits and similar recapitalization events. On that basis, the preferred stock owned by GBLP (and indirectly owned by GCM) will convert into 409,836 shares of Common Stock. However, this series of Preferred Stock includes a limited price anti-dilution provision under the terms of which the conversion rate will adjust downward in the event Digital Video Systems, Inc.'s first underwritten public offer following the issuance of this preferred stock is sold to the public at a price less than the then-existing conversion rate (currently $0.61 per share). In such event, the conversion rate will be reduced to the initial public offering price of the consummated offering.

5. The reported securities are owned by GCM. GBLP has no ownership interest in such securities.

6. Warrants are exerciseable for 49,682 units, each unit consisting of one share of common stock and one common stock purchase warrant, exercisable through July 7, 2006 at an exercise price of $2.80.

7. The Warrants are exercisable for up to a total of 204,918 shares of 8% Series C Convertible Preferred Stock and Class A Warrants to purchase up to 102,459 shares of Common Stock. The underlying 102,459 Class A Purchase Warrants are exercisable upon issuance through September 19, 2009, at $0.61 per share. See Footnote 4 for the terms of the Preferred Stock.

Remarks:

EXHIBIT 24 Exhibit 24 - Confirming Statement CONFIRMING STATEMENT This statement confirms that the undersigned, Glenbrook Capital Management (by Robert W. Lishman, President) and Glenbrook Capital, L.P. (by Robert W. Lishman as President of Glenbrook Capital Management, the General Partner), has authorized and designated A. John Murphy and Debra K. Weiner to execute and file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of Digital Video Systems, Inc. The authority of Mr. Murphy and Ms. Weiner under this Statement shall continue until the undersigned is no longer required to file Forms 3, 4, and 5 with regard to the undersigned's ownership of or transactions in securities of Digital Video Systems, Inc., unless earlier revoked in writing. The undersigned acknowledges that neither Mr. Murphy nor Ms. Weiner is assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. Date: November 29, 2004 GLENBROOK CAPITAL MANAGEMENT by /s/ Robert W. Lishman, President GLENBROOK CAPITAL, L.P. by /s/ Robert W. Lishman, President of Glenbrook Capital, L.P., General Partner

	/s/ Glenbrook Capital Management by Robert W. Lishman, President	12/17/2004
	/s/ Glenbrook Capital, L.P. by Robert W. Lishman, President of Glenbrook Capital Management, General Partner	12/17/2004
	** Signature of Reporting Person	Date
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