SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(Amendment No. 1)¹

Digital Theater Systems, Inc.

(Name of Issuer)

Common Stock, $.0001 par value

(Title of Class of Securities)

25389G102

                                (CUSIP Number)                                

December 31, 2004

(Date of Event Which Requires Filing of this Statement)

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

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

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 (“Act”) 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).

CUSIP No. 25389G102 13G Page 2 of 11 Pages

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Weston Presidio Capital II, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨ (b)  ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION             Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.    SOLE VOTING POWER                 0 shares   6.    SHARED VOTING POWER                 —   7.    SOLE DISPOSITIVE POWER                 0 shares   8.    SHARED DISPOSITIVE POWER                 —

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             0 shares
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)             0.0%
12.	TYPE OF REPORTING PERSON*             PN

* SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 25389G102 13G Page 3 of 11 Pages

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Weston Presidio Capital Management II, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨ (b)  ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION             Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.    SOLE VOTING POWER                 0 shares   6.    SHARED VOTING POWER                 —   7.    SOLE DISPOSITIVE POWER                 0 shares   8.    SHARED DISPOSITIVE POWER                 —

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             0 shares
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)             0.0%
12.	TYPE OF REPORTING PERSON*             PN

* SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 3 of 11 Pages

CUSIP No. 25389G102 13G Page 4 of 11 Pages

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Michael F. Cronin
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨ (b)  ¨
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 shares   6.    SHARED VOTING POWER                 —   7.    SOLE DISPOSITIVE POWER                 0 shares   8.    SHARED DISPOSITIVE POWER                 —

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             0 shares
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)             0.0%
12.	TYPE OF REPORTING PERSON*             IN

* SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 4 of 11 Pages

CUSIP No. 25389G102 13G Page 5 of 11 Pages

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Michael P. Lazarus
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨ (b)  ¨
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 shares   6.    SHARED VOTING POWER                 —   7.    SOLE DISPOSITIVE POWER                 0 shares   8.    SHARED DISPOSITIVE POWER                 —

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             0 shares
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)             0.0%
12.	TYPE OF REPORTING PERSON*             IN

* SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 5 of 11 Pages

CUSIP No. 25389G102 13G Page 6 of 11 Pages

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             James B. McElwee
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨ (b)  ¨
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                 26,184 shares   6.    SHARED VOTING POWER                 —   7.    SOLE DISPOSITIVE POWER                 26,184 shares   8.    SHARED DISPOSITIVE POWER                 —

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             26,184 shares
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)             0.2%
12.	TYPE OF REPORTING PERSON*             IN

* SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 6 of 11 Pages

CUSIP No. 25389G102 13G Page 7 of 11 Pages

SCHEDULE 13G

Item 1	(a)	Name of Issuer:
		Digital Theater Systems, Inc.
1	(b)	Address of Issuer’s Principal Executive Offices:
		5171 Clareton Drive
		Agoura Hills, CA 91301
Item 2	(a)	Name of Person Filing:
		This statement is filed by Weston Presidio Capital II, L.P. (“WPCII”), a Delaware limited partnership, Weston Presidio Capital Management II, LP (“WPCMII”), a Delaware limited partnership, Michael F. Cronin, Michael P. Lazarus and James B. McElwee. WPCMII is the sole general partner of WPCII. Messrs. Cronin and Lazarus are managing partners of WPCMII and Mr. McElwee is a general partner of WPCMII. Messrs. Cronin, Lazarus and McElwee are referred to collectively herein as the “Partners.” WPCII, WPCMII, and Messrs. Cronin, Lazarus and McElwee are referred to individually herein as a “Reporting Person,” and collectively as the “Reporting Persons”.
2	(b)	Address of Principal Business Office or, if none, Residence:
		The address of the principal business office of WPCII, WPCMII and Michael P. Lazarus is Pier 1, Bay 2, San Francisco, CA 94111. The address of the principal business office of Michael F. Cronin is 200 Clarendon Street, 50th Floor, Boston, MA 02116. The address of the principal business office of James B. McElwee is 2420 Sand Hill Road, Suite 206, Menlo Park, CA 94025.
2	(c)	Citizenship:
		Each of WPCII and WPCMII is a limited partnership organized under the laws of Delaware. Each of the Partners is a citizen of the United States.
2	(d)	Title of Class of Securities:
		This Schedule 13G report relates to the Common Stock, par value $.0001 (the “Common Stock”) of Digital Theater Systems, Inc. (“the Company”).
2	(e)	CUSIP Number:
		25389G102
Item 3	Not applicable.

Page 7 of 11 Pages

CUSIP No. 25389G102 13G Page 8 of 11 Pages

Item 4	Ownership:
4	(a)	Amount beneficially owned:
		James B. McElwee owns 26,184 shares and options to purchase 11,250 shares. All other Reporting Persons own 0 shares.
4	(b)	Percent of Class:
		James B. McElwee owns 0.2% of the Common Stock. All other Reporting Persons own 0.0% of the Common Stock.
	(c)	Number of shares as to which such person has:
		(i)	sole power to vote or to direct the vote:
			James B. McElwee has the sole power to vote or direct the vote of 26,184 shares. None of the other Reporting Persons has the sole power to vote or to direct the vote of any shares.
		(ii)	shared power to vote or to direct the vote:
		(iii)	sole power to dispose or to direct the disposition of:
			James B. McElwee has the sole power to dispose or to direct the disposition of 26,184 shares. None of the other Reporting Persons has the sole power to dispose or to direct the disposition of any shares.
		(iv)	shared power to dispose or to direct the disposition of:
Item 5	Ownership of Five Percent or Less of a Class:
	This statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities. The undersigned have sold all of the shares of common stock, $.0001 par value, of the Issuer held by them, except for the shares and options beneficially owned by James B. McElwee set forth in Item 4(a).
Item 6	Ownership of More than Five Percent on Behalf of Another Person:
	Not Applicable.
Item 7	Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:
	Not Applicable.
Item 8	Identification and Classification of Members of the Group:
	Not Applicable.
Item 9	Notice of Dissolution of Group:
	Not Applicable.
Item 10	Certification:
	Not Applicable. This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).

Page 8 of 11 Pages

CUSIP No. 25389G102 13G Page 9 of 11 Pages

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 1 hereto.

Dated: February 11, 2005
WESTON PRESIDIO CAPITAL II, LP
By: WESTON PRESIDIO CAPITAL MANAGEMENT II, LLC,
Its General Partner
By:	/s/ MICHAEL P. LAZARUS
	Michael P. Lazarus, Managing Member
WESTON PRESIDIO CAPITAL MANAGEMENT II, LP
By:	/s/ MICHAEL P. LAZARUS
	Michael P. Lazarus, Managing Member
/s/ MICHAEL F. CRONIN
Michael F. Cronin
/s/ MICHAEL P. LAZARUS
Michael P. Lazarus
/s/ JAMES B. MCELWEE
James B. McElwee

Page 9 of 11 Pages

CUSIP No. 25389G102 13G Page 10 of 11 Pages

Exhibit Index

Exhibit No.	Description	Page No.
1	Agreement of Joint Filing	11
	10

Page 10 of 11 Pages

CUSIP No. 25389G102 13G Page 11 of 11 Pages

EXHIBIT 1

AGREEMENT OF JOINT FILING

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only the statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Digital Theater Systems, Inc.

EXECUTED this 11th day of February, 2005.

WESTON PRESIDIO CAPITAL II, LP
By: WESTON PRESIDIO CAPITAL MANAGEMENT II, LLC,
Its General Partner
By:	/s/ MICHAEL P. LAZARUS
	Michael P. Lazarus, Managing Member
WESTON PRESIDIO CAPITAL MANAGEMENT II, LP
By:	/s/ MICHAEL P. LAZARUS
	Michael P. Lazarus, Managing Member
/s/ MICHAEL F. CRONIN
Michael F. Cronin
/s/ MICHAEL P. LAZARUS
Michael P. Lazarus
/s/ JAMES B. MCELWEE
James B. McElwee

Page 11 of 11 Pages