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* GEFFEN DAVID (Last) (First) (Middle) C/O DG-DW, L.P. 331 NORTH MAPLE DRIVE, SUITE 220 (Street) BEVERLY HILLS CA 90210-3827 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/28/2004	3. Issuer Name and Ticker or Trading Symbol DreamWorks Animation SKG, Inc. [ DWA ]
		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)
Class A Common Stock, par value $0.01 per share	211,506	I	See Footnote(1)

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
Class B Common Stock, par value $0.01 per share	(2)	(2)	Class A Common Stock	577,040	(3)	I	See Footnote(4)
Class B Common Stock, par value $0.01 per share	(2)	(2)	Class A Common Stock	49,688,334	(3)	I	See Footnote(5)

1. Name and Address of Reporting Person* GEFFEN DAVID (Last) (First) (Middle) C/O DG-DW, L.P. 331 NORTH MAPLE DRIVE, SUITE 220 (Street) BEVERLY HILLS CA 90210-3827 (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* DG-DW, L.P. (Last) (First) (Middle) 331 NORTH MAPLE DRIVE SUITE 220 (Street) BEVERLY HILLS CA 90210-3827 (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* DG-DW, Inc. (Last) (First) (Middle) 331 NORTH MAPLE DRIVE SUITE 220 (Street) BEVERLY HILLS CA 90210-3827 (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. Includes 211,506 shares of Class A Common Stock owned by DreamWorks L.L.C. David Geffen is one of the managing members of Dreamworks L.L.C. David Geffen disclaims beneficial ownership of the shares held by DreamWorks L.L.C. except to the extent of his pecuniary interest therein, and the inclusion of these shares in this in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

2. The Class B Common Stock is immediately convertible into Class A Common Stock and does not expire.

3. The Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis.

4. The reported securities are owned directly by DG-DW, L.P., and indirectly by DG-DW, Inc., as the general partner of DG-DW, L.P, and David Geffen, as the President of DG-DW, Inc. Each of DG-DW, Inc. and David Geffen disclaim beneficial ownership of the shares held by DG-DW, L.P. except to the extent of their pecuniary interest therein, and the inclusion of these shares in this in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

5. The reported securities are owned directly by DWA Escrow LLLP, and indirectly by DG-DW, L.P. as a general partner of DWA Escrow LLLP, and by DG-DW, Inc. as the general partner of DG-DW, L.P, and by David Geffen as the President of DG-DW, Inc. The Reporting Persons disclaim beneficial ownership of the shares held by DWA Escrow LLLP except to the extent of their pecuniary interest therein, and the inclusion of these shares in this in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Remarks:

This report is filed jointly by David Geffen, DG-DW, Inc. and DG-DW, L.P.

	/s/ David Geffen	10/28/2004
	/s/ Richard Sherman, Chief Financial Ofiicer of DG-DW Inc., as general partner of DG-DW, L.P.	10/28/2004
	/s/ Richard Sherman, Chief Financial Ofiicer, DG-DW, Inc.	10/28/2004
	** 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.