Form 5

5 1 shafferfrm5.htm PHILIP C. SHAFFER FORM 5 Form 5

Form 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940	OMB APPROVAL
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[ ]	Form 3 Holdings Reported
[ ]	Form 4 Holdings Reported

(Print or Type Responses)

1. Name and Address of Reporting Person* Shaffer, Philip C.			2. Issuer Name and Ticker or Trading Symbol SI Diamond Technology, Inc. (SIDT)				6. Relationship of Reporting Person(s) to Issuer (Check all applicable) _X_ Director ___ 10% Owner ___ Officer (give ___ Other (specify title below) below) ____________________
(Last) (First) (Middle) 3006 Longhorn Boulevard			3. I.R.S. Identification Number of Reporting Person, if an entity voluntary)		4. Statement for Month/Year 12/01
(Street) Austin, Texas 78758					5. If Amendment, Date of Original (Month/Year)		7. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person
(City) (State) (Zip)			Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (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. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock							104,702	D

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 Instructions 4(b)(v).
	Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.	(Over) SEC 1474 (3-99)

FORM 5 (continued)

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)

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
Underlying Securities
(Instr. 3 and 4)

8. Price of
Derivative
Security
(Instr. 5)

9.Number of
Derivative
Securities
Beneficially
Owned at
End of
Month
(Instr. 4)

10. Ownership
Form of
Derivative
Security:
Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

(A)

(D)

Date
Exercisable

Expiration
Date

Title

Amount
or
Number
of Shares

Stock Option
(Right to Buy)

$0.375

12/23/93

(1)

12/23/03

Common
Stock

10,000

Stock Option
(Right to Buy)

$0.375

7/29/96

(1)

7/29/06

Common
Stock

50,000

Stock Option
(Right to Buy)

$0.375

7/28/97

(1)

7/28/07

Common
Stock

50,000

Stock Option
(Right to Buy)

$0.375

5/11/98

(1)

5/11/08

Common
Stock

150,000

Stock Option
(Right to Buy)

$0.25

7/27/98

(1)

7/27/08

Common
Stock

20,000

Stock Option
(Right to Buy)

$0.50

1/11/99

(1)

1/11/09

Common
Stock

150,000

Stock Option
(Right to Buy)

$2.27

7/26/99

20,000

(1)

7/26/09

Common
Stock

20,000

Stock Option
(Right to Buy)

$1.50

7/26/99

20,000

(1)

7/26/09

Common
Stock

20,000

FORM 5 (continued)

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)

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
Underlying Securities
(Instr. 3 and 4)

8. Price of
Derivative
Security
(Instr. 5)

9.Number of
Derivative
Securities
Beneficially
Owned at
End of
Month
(Instr. 4)

10. Ownership
Form of
Derivative
Security:
Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

(A)

(D)

Date
Exercisable

Expiration
Date

Title

Amount
or
Number
of Shares

Stock Option
(Right to Buy)

$2.75

5/8/00

30,000

(1)

5/8/10

Common
Stock

30,000

Stock Option
(Right to Buy)

$1.50

5/8/00

30,000

(1)

5/8/10

Common
Stock

30,000

Stock Option
(Right to Buy)

$1.3438

7/24/00

(1)

7/24/10

Common
Stock

20,000

Stock Option
(Right to Buy)

$1.00

4/23/01

30,000

(1)

4/23/11

Common
Stock

20,000

Stock Option
(Right to Buy)

$1.00

7/30/01

20,000

(1)

7/30/11

Common
Stock

20,000

550,000

Explanation of Responses:

(1) Options are fully vested and exercisable as of the date of this filing.

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C 78ff(a).	/s/ Donald T. Locke Donald T. Locke Attorney-in-Fact **Signature of Reporting Person	2-13-02 Date
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not
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