SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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:			3235-0362
Estimated average burden
hours per response:			1.0

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

KELLOGG PETER R

(Last)

(First)

(Middle)

48 WALL STREET

C/O IAT REINSURANCE CO LTD

(Street)

NEW YORK

10005

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ELXSI CORP /DE// [ elxs ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2002

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	01/02/2002		P4	3,000	A	$6.62	203,000	I	BY PETER R & CYNTHIA KELLOGG FOUNDATION
Common Shares	01/03/2002		P4	1,800	A	$7	204,800	I	BY PETER R & CYNTHIA KELLOGG FOUNDATION⁽¹⁾
Common Shares	02/20/2002		P4	100,000	A	$8.51	410,500	I	BY IAT REINSURANCE CO LTD⁽²⁾
Common Shares	02/20/2002		P4	0	A	$0	102,500	D
Common Shares	02/20/2002		P4	0	A	$0	50,000	I	BY NOM TRUST UWO JCK III⁽³⁾
Common Shares	02/20/2002		P4	0	A	$0	125,000	I	BY CYNTHIA KELLOGG⁽⁴⁾
Common Shares	02/20/2002		P4	0	A	$0	90,000	I	BY BERMUDA PARTNERS LP⁽⁵⁾

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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. PETER R & CYNTHIA KELLOGG FOUNDATION. MR KELLOGG DISCLAIMS BENEFICIAL OWNERSHIP OF THESE SHARES.

2. IAT REINSURANCE CO LTD., A BERMUDA CORPORATION OF WHICH MR KELLOGG IS THE SOLE HOLDER OF VOTING STOCK.MR KELLOGG DISCLAIMS BENEFICIAL OWNERSHIP OF THESE SHARES.

3. NOM TRUST UWO JAMES C KELLOGG III OF WHICH MR KELLOGG IS A TRUSTEE.MR KELLOGG DISCLAIMS BENEFICIAL OWNERSHIP OF THESE SHARES.

4. CYNTHIA KELLOGG, MR KELLOGG'S WIFE. MR KELLOGG DISCLAIMS BENEFICIAL OWNERSHIP OF THESE SHARES.

5. BERMUDA PARTNERS LP, OF WHICH MR. KELLOGG IS THE GENERAL PARTNER. MR KELLOGG DISCLAIMS BENEFICIAL OWNERSHIP OF THESE SHARES.

	PETER R KELLOGG	09/10/2004
	** 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 4 (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.