sc13g

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;

Group, in accordance with Rule 13d-1(b)(1)(ii)(J)

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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¹ The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).


13G
CUSIP No. 111320107					Page 2 of 11 Pages

	1.	Name of Reporting Person: I.R.S. Identification Nos. of above persons (entities only): HENRY T. NICHOLAS III

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Citizenship or Place of Organization: United States

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 334,713

			6.	Shared Voting Power: 29,417,526

			7.	Sole Dispositive Power: 334,713

			8.	Shared Dispositive Power: 29,417,526

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 29,752,239

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 11.0%²

	12.	Type of Reporting Person: IN


13G
CUSIP No. 111320107					Page 3 of 11 Pages

	1.	Name of Reporting Person: I.R.S. Identification Nos. of above persons (entities only): STACEY E. NICHOLAS

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Citizenship or Place of Organization: United States

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: -0-

			6.	Shared Voting Power: 29,417,526

			7.	Sole Dispositive Power: -0-

			8.	Shared Dispositive Power: 29,417,526

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 29,417,526

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 10.9%³

	12.	Type of Reporting Person: IN


13G
CUSIP No. 111320107					Page 4 of 11 Pages

	1.	Name of Reporting Person: I.R.S. Identification Nos. of above persons (entities only): NICHOLAS FAMILY TRUST DATED NOVEMBER 2, 1994

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Citizenship or Place of Organization: United States

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 29,417,526

			6.	Shared Voting Power: -0-

			7.	Sole Dispositive Power: 29,417,526

			8.	Shared Dispositive Power: -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 29,417,526

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 10.9%⁴

	12.	Type of Reporting Person: OO


Item 2

	(a)	Name of Persons Filing:

	(I)	Henry T. Nicholas III, Ph.D.

	(II)	Stacey E. Nicholas

	(III)	The Nicholas Family Trust dated November 2, 1994 (the “Nicholas Family Trust”)

	(b)	Address of Principal Business Office or, if None, Residence:

	15 Enterprise, Suite 550, Aliso Viejo, CA 92656

	(c)	Citizenship:

	United States

	(d)	Title of Class of Securities:

	Class A common stock, $0.0001 par value

	(e)	CUSIP Number:

	111320107


Item 3	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

	(a)	[ ]	Broker or Dealer registered under Section 15 of the Act.

	(b)	[ ]	Bank as defined in Section 3(a)(6) of the Act.

	(c)	[ ]	Insurance Company as defined in Section 3(a)(19) of the Act.

	(d)	[ ]	Investment company registered under Section 8 of the Investment Company Act of 1940.

	(e)	[ ]	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

	(f)	[ ]	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

	(g)	[ ]	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)G);

	(h)	[ ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(I) As of December 31, 2003, Dr. Henry T. Nicholas III beneficially owned 29,752,239 shares of the Issuer’s Class A common stock, representing approximately 11.0% of the outstanding shares of Class A common stock. According to the Issuer, 240,243,633 shares of Class A common stock and 65,778,605 shares of Class B common stock were outstanding as of December 31, 2003. Holders of the Issuer’s Class A common stock are entitled to one vote per share and holders of the Issuer’s Class B common stock are entitled to ten votes per share. Each share of Class B common stock is immediately convertible into one share of Class A common stock at the option of the holder and upon certain events. Dr. Nicholas beneficially owns 11.0% of the outstanding shares of Class A common stock; however, through his ownership of shares of Class B common stock he has sole or shared voting power over approximately 32.8% of the total voting power of the Issuer’s shareholders.

The 29,752,239 shares of Class A common stock which Dr. Nicholas beneficially owns include:

(A)

29,417,419 shares of Class B common stock held by the Nicholas Family Trust, as to which Dr. Nicholas and his spouse, Mrs. Stacey Nicholas, are co-trustees and share voting and investment power;

(B)

1,380 shares of Class B common stock held by Dr. Nicholas as custodian for his children, as to which Dr. Nicholas has sole voting and dispositive power;

(C)

107 shares of Class A common stock held by the Nicholas Family Trust, as to which Dr. Nicholas and his spouse, Mrs. Stacey Nicholas, are co-trustees and share voting and investment power; and

(D)

333,333 shares of Class A common stock issuable upon exercise of options held by Dr. Nicholas that are currently exercisable or will become exercisable within 60 days after December 31, 2003.

Dr. Nicholas is a co-founder of the Issuer and served as its President and Chief Executive Officer from the Issuer’s inception until January 23, 2003. Dr. Nicholas also served as the Co-Chairman of the Issuer’s Board of Directors from the Issuer’s inception until May 21, 2003. Dr. Nicholas obtained his ownership position in the Company prior to the initial public offering of the Issuer’s Class A common stock in April of 1998. Dr. Nicholas’ direct and indirect holdings in the Issuer as of each fiscal year end from the time of the initial public offering to December 31, 2003 are attached hereto as Schedule ‘A’. In no twelve-month period, subsequent to the Issuer’s initial public offering, has Dr. Nicholas acquired 2% or more of either class of the Issuer’s common stock.

(II) As of December 31, 2003, Mrs. Stacey Nicholas did not directly own any shares of common stock of the Issuer. As co-trustee of the Nicholas Family Trust, Mrs. Nicholas shares with

Dr. Nicholas voting and dispositive power over, and is deemed to have beneficial ownership of, the 29,417,526 shares of Class A and Class B common stock held directly by the Nicholas Family Trust.

(III) As of December 31, 2003, the Nicholas Family Trust directly owned 29,417,419 shares of Class B common stock and 107 shares of Class A common stock. Dr. and Mrs. Nicholas share voting and dispositive power over these shares.


Item 7		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

		Not applicable.

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.


Dated: February 13, 2004


		/s/ Henry T. Nicholas III
		Henry T. Nicholas III, Ph.D.,
		Individually; and as co-trustee of the Nicholas Family
		Trust dated November 2, 1994; and as custodian for
		his children


Dated: February 13, 2004		/s/ Stacey E. Nicholas
		Stacey E. Nicholas,
		as co-trustee of the Nicholas Family Trust

AGREEMENT dated as of February 13, 2004 between Dr. Henry T. Nicholas III and Stacey E. Nicholas.

In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the undersigned, Dr. Henry Nicholas III, on behalf of himself and the entities and other relationships listed below his signature, and Stacey Nicholas as co-trustee of the Nicholas Family Trust, hereby agree to the joint filing of the Schedule 13G to which this Agreement is an exhibit (and any further amendment filed by them) with respect to the Class A and Class B shares of common stock, $0.0001 par value, of the Issuer. This Agreement may be executed simultaneously in any number of counterparts, all of which together shall constitute one and the same instrument.


Dated: February 13, 2004


		/s/ Henry T. Nicholas III
		Henry T. Nicholas III, Ph.D.,
		Individually; and as co-trustee of the Nicholas
		Family Trust dated November 2, 1994; and as
		custodian for his children


Dated: February 13, 2004		/s/ Stacey E. Nicholas
		Stacey E. Nicholas,
		as co-trustee of the Nicholas Family Trust

On April 16, 1998, at the time of the Issuer’s initial public offering (“IPO”), Dr. Nicholas beneficially owned 11,475,000¹ shares of Class A common stock in the Issuer as follows:

A. 11,100,000 shares of Class B common stock held by the Nicholas Family Trust; and

B. Dr. Nicholas held options to acquire 375,000² shares of Class B common stock.

As of December 31, 1998, Dr. Nicholas beneficially owned 10,450,000¹ shares of Class A common stock as follows:

A. 10,075,000 shares of Class B common stock held by the Nicholas Family Trust; and

B. Dr. Nicholas continued to hold options to acquire 375,000² shares of Class B common stock.

As of December 31, 1999, Dr. Nicholas beneficially owned 18,327,575³ shares of Class A common stock, as set forth below. The following gives effect to the Issuer’s 2-for-1 stock split in the form of a 100% stock dividend effective on February 17, 1999.

A. The Nicholas Family Trust held 17,921,325 shares of Class B common stock; and

B. Dr. Nicholas held options to acquire 406,250² shares of Class B common stock.

As of December 31, 2000, Dr. Nicholas beneficially owned 34,018,906⁴ shares of Class A common stock, as set forth below. The following gives effect to the Issuer’s 2-for-1 stock split in the form of a 100% stock dividend effective on February 11, 2000.

A. The Nicholas Family Trust held 33,511,823 shares of Class B common stock and 107 shares of Class A of common stock;

B. Dr. Nicholas held 726 shares of Class B common stock as custodian for his children; and

C. Dr. Nicholas held options to acquire 506,250² shares of Class B common stock.

During 2000, the Nicholas Family Trust acquired 107 shares of Class A common stock in a pro rata distribution from a private investment.

As of December 31, 2001, Dr. Nicholas beneficially owned 32,118,906 shares of Class A common stock, as follows:

A. The Nicholas Family Trust held 32,054,919 shares of Class B common stock and continued to hold 107 shares of Class A common stock;

B. Dr. Nicholas held 1,380 shares of Class B common stock as custodian for his children; and

C. Dr. Nicholas held options to acquire 62,500² shares of Class B common stock.

As of December 31, 2002, Dr. Nicholas beneficially owned 31,985,572 shares of Class A common stock, as follows:

A. The Nicholas Family Trust held 30,054,919 shares of Class B common stock and continued to hold 107 shares of Class A common stock;

B. Dr. Nicholas continued to hold 1,380 shares of Class B common stock as custodian for his children;

C. Camber Investments, LP, formerly known as HSN Properties LLC, held 1,637,500 shares of Class B common stock. The reporting persons are affiliates of Camber Investments, LP; and

D. Dr. Nicholas held options to acquire 1,000,000 shares of Class B common stock, of which 291,666 were exercisable within 60 days of December 31, 2002.

Dr. Nicholas acquired options to purchase 1,000,000 shares of Class A common stock during 2002.

As of December 31, 2003, Dr. Nicholas beneficially owned 29,752,239 shares of Class A common stock, as follows:

A. The Nicholas Family Trust held 29,417,419 shares of Class B common stock and continued to hold 107 shares of Class A common stock;

B. Dr. Nicholas continued to hold 1,380 shares of Class B common stock as custodian for his children; and

C. Dr. Nicholas held options to acquire 333,333 shares of Class A common stock, all of which were exercisable within 60 days of December 31, 2003.

		¹ Such number does not give effect to the Issuer’s 2-for-1 stock splits, each in the form of a 100% stock dividend, effective February 17, 1999 and February 11, 2000.

		² Options granted under a prior plan that were immediately exercisable into restricted shares.

		³ Such number gives effect to the Issuer’s 2-for-1 stock split effective February 17, 1999, but does not give effect to the Issuer’s 2-for-1 stock split effective February 11, 2000.

		⁴ Such number gives effect to the Issuer’s 2-for-1 stock splits effective February 17, 1999 and February 11, 2000.


Item 1(b)		Address of Issuer’s Principal Executive Offices:

		16215 Alton Parkway, Irvine California 92618


Item 5		Ownership of Five Percent or Less of a Class

		Not applicable.


Item 6		Ownership of More than Five Percent on Behalf of Another Person

		Not applicable.


Item 8		Identification and Classification of Members of the Group

		Not applicable.


Item 1(a)		Name of Issuer:

		Broadcom Corporation


Item 4		Ownership: