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* ALLEN PAUL G (Last) (First) (Middle) 505 FIFTH AVENUE SOUTH SUITE 900 (Street) SEATTLE WA 98104 (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	12,627,933	I(1)	See Footnote 1(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	(2)	(2)	Class A Common Stock	49,688,334	(2)	I(3)	See Footnote 3(3)
Class C Common Stock	(4)	(4)	Class A Common Stock	1	(4)	I(1)	See Footnote 1(1)

1. Name and Address of Reporting Person* ALLEN PAUL G (Last) (First) (Middle) 505 FIFTH AVENUE SOUTH SUITE 900 (Street) SEATTLE WA 98104 (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* DW Investment II, Inc. (Last) (First) (Middle) 505 FIFTH AVENUE SOUTH SUITE 900 (Street) SEATTLE WA 98104 (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. These securities are held directly by DW Investment II, Inc. ("DWI II"), which is wholly owned by Paul G. Allen. Paul G. Allen is an indirect beneficial owner of these securities.

2. These securities will convert into DreamWorks Animation SKG Inc. Class A Common Stock ("Class A Stock") on a one-for-one basis automatically upon the distribution of these securities to any person other than certain specified partners in DWA Escrow (which group of specified partners does not include any of the reporting persons).

3. These securities are held directly by DWA Escrow LLLP ("DWA Escrow"). DWI II (and, indirectly, Paul G. Allen) may be deemed to share investment control of DWA Escrow and to be the indirect beneficial owner of these securities. Each reporting person disclaims beneficial ownership of these securities except to the extent of his or its 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.

4. This security will convert into one share of Class A Stock automatically upon any sale or other transfer by DWI II (other than to certain affiliates of DWI II).

Remarks:

	/s/ W. Lance Conn, Attorney-in-Fact for Paul G. Allen	10/28/2004
	DW Investment II, Inc., By: /s/ W. Lance Conn, Vice President	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).
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