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* GEFFEN DAVID (Last) (First) (Middle) C/O DG-DW, L.P. 12011 SAN VINCENTE BLVD., SUITE 606 (Street) LOS ANGELES CA 90049 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol DreamWorks Animation SKG, Inc. [ DWA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/31/2006
	4. 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 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
Class A Common Stock, par value $0.01 per share	01/31/2006		S		525,929(1)	D	(1)	0	I	See Footnote(2)

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

1. Name and Address of Reporting Person* GEFFEN DAVID (Last) (First) (Middle) C/O DG-DW, L.P. 12011 SAN VINCENTE BLVD., SUITE 606 (Street) LOS ANGELES CA 90049 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X 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. On January 31, 2006, Viacom acquired DreamWorks L.L.C. ("DW LLC") for $1.6 billion in cash and debt assumption. As a result of the acquisition, beneficial ownership of the 525,929 shares of issuer Class A common stock held by DW LLC was transferred from DW LLC's members (including entities controlled by each of Steven Spielberg, Jeffrey Katzenberg and David Geffen as managing members) to Viacom, although DW LLC remains the owner of all 525,929 shares as of the date of this report. David Geffen (on behalf of himself, DG-DW, Inc. and DG-DW, L.P.) disclaims beneficial ownership of the issuer common stock held by DW LLC at the closing of the acquisition except to the extent of his pecuniary interest therein, and the inclusion of these shares 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. Prior to the closing of the sale of DW LLC to Viacom discussed above in footnote (1), Mr. Geffen, as a managing member of DW LLC, had an indirect ownership interest in the 525,929 shares of issuer common stock. Following such closing, Mr. Geffen no longer has any equity interest in DW LLC.

Remarks:

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

	/s/ David Geffen	02/02/2006
	/s/ Richard Sherman, as Chief Financial Ofiicer of DG-DW Inc., as general partner of DG-DW, L.P.	02/02/2006
	/s/ Richard Sherman, as Chief Financial Ofiicer, DG-DW, Inc.	02/02/2006
	** Signature of Reporting Person	Date
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