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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* RIVERVIEW GROUP LLC (Last) (First) (Middle) 666 FIFTH AVENUE (Street) NEW YORK NY 10103 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/06/2004	3. Issuer Name and Ticker or Trading Symbol DIGITAL RECORDERS INC [ TBUS ]
		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)
Common Stock, par value $0.10 per share ("Common Stock")	1,207,729(1)(2)	D(1)(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
Common Stock Warrant (right to buy) ("Warrant")	10/06/2004(3)	10/05/2009	Common Stock	241,546(1)(2)(3)	$6	D(1)(2)

1. Name and Address of Reporting Person* RIVERVIEW GROUP LLC (Last) (First) (Middle) 666 FIFTH AVENUE (Street) NEW YORK NY 10103 (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* MILLENNIUM MANAGEMENT LLC (Last) (First) (Middle) 666 FIFTH AVE (Street) NEW YORK NY 10103-0899 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) May be deemed as group member

1. Name and Address of Reporting Person* MILLENNIUM HOLDING GROUP LP (Last) (First) (Middle) 666 FIFTH AVE (Street) NEW YORK NY 10103-0899 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) May be deemed as group member

1. Name and Address of Reporting Person* ENGLANDER ISRAEL A (Last) (First) (Middle) C/O MILLENNIUM MANAGEMENT LLC 666 FIFTH AVENUE (Street) NEW YORK NY 10103 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) May be deemed as group member

Explanation of Responses:

1. These securities are owned directly by Riverview Group, LLC, a Delaware limited liability company ("Riverview").

2. Each of the Reporting Persons disclaims any beneficial ownership of the shares of Common Stock owned by another Reporting Person to the extent such beneficial ownership exceeds such Reporting Person's pecuniary interest.

3. The number of shares of Common stock into which the Warrant is exercisable is limited at any one time to that number of shares of Common Stock that would result in Riverview having aggregate beneficial ownership of not more than 9.99% of the total issued and outstanding shares of Common Stock.

Remarks:

RIVERVIEW GROUP, LLC By: Millennium Holding Group, L.P., its sole member By: Millennium Management, L.L.C., its general partner

	/s/ Terry Feeney, Chief Operating Officer	10/12/2004
	** 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.