SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10-K/A

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(MARK ONE)
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ___________ TO  _____________

Commission file number 0-28472



DIGITAL VIDEO SYSTEMS, INC.



|Delaware                                                       | 77-0333728                             
|-------------------------------------------------------------- | ---------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number)

430 Cambridge Avenue, Suite 110
Palo Alto, California     94306

(650) 322-8108

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
                     Common Stock, par value $0.0001 per share

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
    Yes  
x    No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of the Registrant's
knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.        
 ̈

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
    Yes  
 ̈    No

As of June 30, 2003, there were approximately 6,582,255 shares of the registrant's Common Stock outstanding.  The
aggregate market value of the Common Stock held by non-affiliates of the registrant (based on the closing price for the
Common Stock on the Nasdaq National Market on June 30, 2003) was approximately $10,261,468.  Shares of the registrant's
Common Stock held by each executive officer and director and by each entity that owns 5% or more of the registrant's
Common Stock have been excluded in that such persons may be deemed to be affiliates.  This determination of affiliate status
is not necessarily a conclusive determination for other purposes.

As of April 28, 2004, there were approximately 10,160,317 shares of the
registrant's Common Stock outstanding.

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EXPLANATORY NOTE

This Annual Report on Form 10-K/A ("Form 10-K/A") is being filed as
Amendment No. 1 to the Registrant's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on April 14, 2004 ("Form 10-K") for the
purpose of amending Items 10, 11, 12, 13 and 14 of Part III to add the
information required therein, since the Company's definitive proxy statement for
its 2004 annual meeting of stockholders is now expected to be filed in May 2004.
Other than as set forth below, the items of Form 10-K continue to speak as
of the date of the original filing of the Registrant's Form 10-K, and the
Registrant is not updating the disclosure in such items.









PART III

Item 10. Directors and Executive Officers of the Registrant

Directors

The members of our Board of Directors as of April 28, 2003 are as
follows:

|Name                       | Age                       | Current Position                                                                 | Director Since
|-------------------------- | ------------------------- | -------------------------------------------------------------------------------- | --------------
|Thomas A. Spanier          | 58                        | Chairman of the Board and Chief Executive Officer                                | 2004          
|Dr. Edmund Y. Sun          | 55                        | Chairman Emeritus and Director                                                   | 1992          
|Douglas T. Watson          | 51                        | President, Chief Operations Officer, Acting Chief Financial
Officer and Director | 1998          
|Pratap S. Kondamoori *     | 43                        | Director                                                                         | 2003          
|John M. Fuller *           | 60                        | Director                                                                         | 2002          
|Venkatapathi N. Rayapati * | 41                        | Director                                                                         | 2003          
|Grover T. Wickersham       | 55                        | Director                                                                         | 2003          
|                           |                          
|*                          | Member of Audit Committee

Unless appointed by the Board of Directors to fill an existing vacancy, all
directors are elected at the annual meeting of stockholder to serve for one year
terms or until their successors are elected and qualified. There are no family
relationships among the directors or executive officers of DVS.

Thomas A. Spanier was elected to the Board in March 2004. On April 14,
2004, he was appointed Chairman of the Board and Chief Executive Officer. From
April 2003 to April 2004, Mr. Spanier was the principal of Spanier &
Associates, Novato, California, a firm which provides interim management and
consulting services. From April 2001 to April 2003, he served as Senior Vice
President of Finance and Operations of Cradle Technologies, Mountain View,
California, a fabless semiconductor company. From April 2000 to April 2001, he
served as President and Chief Operating Officer of Uptime One, Inc., a
development stage applications service provider focused on connecting food
manufacturing companies and their suppliers. Prior thereto, from April 1998 to
April 2000, Mr. Spanier was the Executive Vice President and Chief Operating
Officer of the California Culinary Academy, San Francisco, California, which was
a public, for-profit culinary school. Mr. Spanier has a BS in Business from the
University of California, Berkeley and an MBA from Harvard Business School.

Dr. Edmund Y. Sun founded DVS in 1992 and has served as a
director since that time and has served as our Chief Technical Officer from June
1998 to March 2004.
Dr. Sun also served as Chairman of the Board of
Directors of DVS from 1992 to March 2002. From October 1992 to June 1998,
Dr. Sun served as our Chief Executive Officer and from October 1992 to May
1996, he served as our President. Dr. Sun founded C-Cube Microsystems Inc.,
a public company involved in the development of full-color still and motion
picture compression technology, and served as its Chief Executive Officer from
March 1989 to September 1991, and Chairman of the Board of Directors from August
1988 until April 1993. Dr. Sun was also previously a founder, Vice
President and Chief Technical Officer of Weitek Corporation, a public company
involved in high-speed three-dimensional shaded graphics systems and the use of
high speed chips in various computer applications. Dr. Sun is a director of
Jeecom, Inc., a private enterprise-level software company working in partnership
with DVS. Dr. Sun has a Ph.D.
in Applied Physics and an M.S. in Electrical Engineering from California
Institute of Technology, and a B.S. in Electrophysics from National Chiao-Tung
University in Taiwan.

Douglas T. Watson has served as a director since November 1998.
Mr. Watson began serving as our President, Chief Operating Officer and
Acting Chief Financial Officer in April 2004. He served as our Chief Executive
Officer from February 2002 to April 2004. Mr. Watson also served as a member of
the Executive Committee from November 1998 to March 2002. Prior to joining DVS,
Mr. Watson served as President and Chief Executive Officer of Astoria Metal
Corporation, a ship repair and dismantling firm which he founded in 1992, that
currently has operations in San Francisco and Long Beach, California.

Pratap S. ("Bob") Kondamoori has served as a director since June 2003.
He has over twenty years of digital video, semiconductor and telecommunications
experience. Since November 2000, Mr. Kondamoori has served as a partner at
Charter Ventures. In addition, since October 2000, he has served as the Chairman
of the Board of Xalted Networks, Inc., Santa Clara, California, a private
company providing broadband access technologies, was appointed Xalted's interim
Chief Executive Officer in February 2003 and permanent Chief Executive Officer
in November 2003. He also serves as Chief Executive Officer of Xalted
Information Systems, Pvt. Ltd., Xalted's Indian subsidiary. Prior to Xalted, Mr.
Kondamoori served in executive roles with Ramp Networks (acquired by Nokia) from
January 1999 to June 2000. Mr. Kondamoori also serves on the Board of Directors
of interWave Communications International, Ltd. and DVS Korea Co., Ltd , the
Korean subsidiary of DVS.

John M. Fuller has served as a director since May 2002. Since March
1997, Mr. Fuller has been President of Pantechnicon Aviation Ltd., a privately-
held aircraft leasing company. Prior to becoming President, Mr. Fuller
served on the Board of Directors of Pantechnicon while employed with TECOP
International, an international aerospace market development company. For nearly
20 years prior to becoming President of Pantechnicon, Mr. Fuller held
various marketing and operations positions in the aerospace industry.
Mr. Fuller received an M.B.A. from the Harvard Business School and an A.B.
in Economics from the University of California, Berkeley.

Venkatapathi N. Rayapati has served as a director since June 2003. Dr.
Rayapati has over twenty years of experience in semiconductor design, audio and
video data compression/transmission. Since September 2002, Dr. Rayapati has
served as the Chief Technology Officer and Chief Operating Officer of Xalted
Networks, Inc., Santa Clara, California, a private company providing broadband
access technologies. From May 2000 to August 2002, Dr. Rayapati served as Chief
Technology Officer at Lucent Broadband from May 2000 to August 2002, heading up
the Lucent Stinger access business. In July 1999, he co-founded PortalPlayer,
the first developer of fully integrated chipsets for digital music consumer
products, such as Apple's iPod. Dr. Rayapati held senior technical positions at
Nortel Networks from June 1994 to February 1996, at National Semiconductor as,
Chief Architect, from December 1997 to August 1999, and at AMD from February
1996 to December 1997. He is a Director of Zarlink Semiconductor and DVS
Electronics, Ltd., DVS' Indian subsidiary, and advisor to Mitel Systems. He
holds two Ph.D. degrees in engineering from the India Institute of Technology
and from the University of Montreal, respectively.

Grover T. Wickersham has served as a director since December 2003.
Since July 1986, Mr. Wickersham has been the principal shareholder in the law
firm of Wickersham & Murphy (formerly, Grover T. Wickersham, P.C.), Palo
Alto, California, a corporate securities law firm. Mr. Wickersham received an
A.B. from the University of California, Berkeley, a J.D. from the University of
California, Hastings College of the Law and an MBA from Harvard University.

Executive Officers

The information required by this item with respect to Executive Officers
is incorporated by reference to the information set forth under the caption
"Executive Officers" at the end of Part I of the Company's Form 10-K filed
on April 14, 2004.

Audit Committee and Audit Committee Financial Expert

We have a separately designated a standing Audit Committee established in
accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
The members of the Audit Committee are Messrs. Fuller, Kondamoori and Rayapati.
The Board of Directors has determined that each of the members of the Audit Committee
is independent as defined by the listing standards of the Nasdaq SmallCap Market and
Section 10A(m)(3) of the Exchange Act. In addition, the Board of Directors has
determined that Mr. Fuller is an "audit committee financial expert,"
as that term is defined in Item 401(h) of Regulation S-K of the Exchange
Act.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all
our directors, officers (including our principal executive officer, principal
financial officer and controller) and employees, as well as the directors,
officers and employees of our subsidiaries. The Code of Business Conduct and
Ethics can be found on our website at http://www.dvsystems.com. We will also
post on our website any amendment to the Code of Business Conduct and Ethics, as
well as any waivers that are required to be disclosed by the rules of the SEC or
the Nasdaq SmallCap Market.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934
("Section 16(a)") requires DVS' executive officers and directors, and
persons who own more than 10% of a registered class of DVS' equity securities
("10%Stockholders"), to file reports of ownership on Form 3 and changes
in ownership on Form 4 or 5 with the SEC. Such executive officers,
directors and 10% Stockholders are also required by SEC rules to furnish DVS
with copies of all Section 16(a) forms they file.

Based solely on its review of copies of such forms received, or written
representations from certain reporting persons that no filings on Forms 5
were required for such persons, DVS believes that, during 2003, its executive
officers, directors and 10% Stockholders complied with all applicable Section
16(a) filing requirements except as follows: Pratap S. Kondamoori failed to
timely file a Form 4 reporting a grant of warrants in September 2003. He
subsequently filed the Form 4 reporting that transaction.

Item 11. Executive Compensation

Summary Compensation Table

The following table sets forth certain information concerning total
compensation received by our Chief Executive Officer and our other most highly
compensated executive officer during the last year (the "Named Officers") for
services rendered to DVS in all capacities for the three years ended
December 31, 2003. No other executive officer received more than $100,000
in total compensation during the last fiscal year.

|                                            | Annual
Compensation(1) | Long-Term
CompensationAwards
|------------------------------------------- | ---------------------- | ----------------------------
|Name and Principal
Position                 | Year                   | Salary ($)                  
|Douglas T. WatsonChief Executive Officer    | 2003                   | $139,231                    
|                                            | 2002                   | 106,817(2)                  
|                                            | 2001                   | 75,700(4)                   
|Robert B. Baker(9) 	Chief Financial Officer | 2003                   | 125,813                     
|                                            | 2002                   | 131,676(6)                  
|                                            | 2001                   | 32,400(7)                   

_________

(1)	The compensation described in this table does not include medical
insurance, retirement benefits and other benefits received by the foregoing
executive officers which are available generally to all employees of DVS and
certain perquisites and other personal benefits received by the foregoing
executive officers of DVS, the value of which did not exceed the lesser of
$50,000 or 10% of the executive officer's cash compensation in the table.

(2)	Includes $33,900 paid to Mr. Watson for his services as a consultant
to DVS from January 2002 until he began serving as DVS' Chief Executive Officer
in February 2002.

(3)	Includes a warrant to purchase 100,000 shares of DVS common stock at
an exercise price of $1.34 per share and an option to purchase 75,000 shares of
DVS common stock at an exercise price of $1.34 per share.

(4)	Represents compensation paid to Mr. Watson for his services as a
consultant to DVS.

(5)	Includes a warrant to purchase 75,000 shares of DVS common stock at an
exercise price of $2.75 per share.

(6)	Includes $42,739 paid to Mr. Baker for his services as a consultant to
DVS from January 2002 through May 2002. Mr. Baker began serving as DVS' Chief
Financial Officer in June 2002.

(7)	Represents compensation paid to Mr. Baker for his services as a
consultant to DVS.

(8)	Includes an option to purchase 50,000 shares of DVS common stock at an
exercise price of $1.71 and two warrants to purchase 10,125 and 15,000 shares of
DVS common stock at an exercise price of $1.65 and $2.80 per share,
respectively.

(9)	Mr. Baker resigned as Chief Financial Officer of DVS in April 2004,
after DVS filed its Annual Report on Form 10-K for the year ended December 31,
2003.

Option Grants in Last Year

The following table sets forth, as to the Named Officers, information
concerning stock options granted during the year ended December 31, 2003.

|                  | Individual
Grants                           |                                                   
|----------------- | ------------------------------------------- | --------------------------------------------------
|Name              | Number of Shares Underlying Options
Granted | % of Total Options Granted to Employees in
Year(1)
|5%                | 10%                                        
|Douglas T. Watson | --                                          | --                                                
|Robert B. Baker   | 50,000                                      | 8.44%                                             

________

(1)	Percentages are based on a total of 592,625 shares underlying options
and warrants granted to employees in fiscal 2003, of which 567,500 shares
underlie options and 25,125 shares underlie warrants.

Option Exercises and Holdings

The following table sets forth, as to the Named Officers, certain
information concerning the number of shares acquired upon exercise of stock
options during the last fiscal year and the number of shares subject to both
exercisable and unexercisable stock options as of December 31, 2003. Also
reported are values for "in-the-money" options that represent the positive
spread between the respective exercise prices of outstanding stock options and
the fair market value of DVS' common stock as of December 31, 2003.

Aggregated Option Exercises in Last Year
                  And Year-End Option Values



|Name              | Shares Acquired on
Exercise(#) | Value Realized($) | Number of Shares Underlying Unexercised
Options atDecember 31,
2003 | Value of Unexercised In-the-Money Options
atYear-
End(1)
|----------------- | ------------------------------ | ----------------- | ------------------------------------------------------------------- | --------------------------------------------------------
|Exercisable       | Unexercisable                  | Exercisable       | Unexercisable                                                      
|Douglas T. Watson | --                             | --                | 95,982                                                              | 21,875                                                  
|Robert B. Baker   | --                             | --                | 98,792                                                              | 50,833                                                  

__________

(1)	Fair market value (last reported sale price) of DVS common stock at
the fiscal year end ($2.60 on December 31, 2003) minus the exercise
price.

Employment Agreements and Other Arrangements

DVS has no employment agreement or other arrangement
regarding employment with the Named Officers or any other executive officer of
the Company.

Director Compensation

Through September 18, 2003, non-employee directors were entitled to
receive $1,250 per month as compensation for serving on the Board of Directors.
Between September 2003 and March 2004, non-employee directors were entitled to
receive $1,200 per board meeting attended. These board fees were accrued but not
paid in 2003. Since April 2004, non-employee board members will receive $500 for
each board meeting attended, $750 for each Audit Committee meeting attended and
$500 for each committee meeting other than the Audit Committee. Non-employee
directors are also entitled to participate in DVS' 2002 Director Option Plan and
receive grants of options thereunder to purchase shares of DVS common stock as
described in the following paragraph. Non-employee directors are also reimbursed
for their reasonable out-of-pocket expenses incurred in connection with
attending meetings of the Board and committees of which they are members.

Pursuant to the terms of the DVS 2002 Director Option Plan, each non-employee
director is automatically granted an option to purchase 30,000 shares of common
stock upon appointment or election to the Board of Directors and an option to
purchase 10,000 shares of common stock on January 1 of each year thereafter if
on such dates he or she is then a non-employee director and has served on our
Board of Directors for at least the preceding six months. All options granted
under the DVS 2002 Director Option Plan vest at a rate of 25% every six months.

The table below summarizes option and/or warrant grants to our directors
during fiscal 2003 as compensation for their services as directors:

|Directors                | Issue Date | Number
of Shares UnderlyingOptions(3) | Exercise Price Per Share | Number of
Shares Underlying Options Exercised to Date | AggregatePurchase Price(1)
|------------------------ | ---------- | ------------------------------------- | ------------------------ | ----------------------------------------------------- | --------------------------
|Ande Abbott(2)           | 1/01/03    | 10,000                                | $2.15                    | --                                                    | $ 21,500                  
|In Baik Jeon(2)          | 1/01/03    | 10,000                                | 2.15                     | --                                                    | 21,500                    
|John M. Fuller           | 1/01/03    | 10,000                                | 2.15                     | --                                                    | 21,500                    
|Cary Fitchey(2)          | 1/01/03    | 10,000                                | 2.15                     | --                                                    | 21,500                    
|Venkatapathi N. Rayapati | 7/18/03    | 30,000                                | 1.92                     | --                                                    | 57,600                    
|Pratap S Kondamoori      | 7/18/03    | 30,000                                | 1.92                     | --                                                    | 57,600                    
|Grover T. Wickersham     | 12/18/03   | 30,000                                | 2.45                     | --                                                    | 73,500                    

_________

(1)	Assumes exercise to purchase all shares subject to the option at the
applicable exercise price.

(2)	Served as a director during 2003, but was not on the Board at December
31, 2003.

(3)	Represents an automatic option grant pursuant to the terms of DVS'
2002 Director Option Plan. The option vests at a rate of 25% every six months
from the issue date. In addition, if the option is not assumed or substituted
upon a change of control, the option will become fully vested and exercisable.
In such event, the optionee will have 30 days from the date of notice to
exercise the option, and upon the expiration of such period the option will
terminate.

Compensation Committee Interlocks and Insider Participation

DVS' Compensation Committee is currently composed of Mr. Fuller. However,
during substantially all of 2003, a former director, Ande Abbott, also served on
the Compensation Committee.No interlocking relationship
exists between any 2003 member of DVS' Compensation Committee and any member of
the compensation committee of any other company, nor has any such interlocking
relationship existed in the past. No member of the Compensation Committee is or
was formerly an officer or an employee of DVS.



Item 12. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information concerning the
beneficial ownership of DVS common stock as of April 28, 2003 for the
following:

1. each person or entity who is known by DVS to own beneficially more than 5%
of the outstanding shares of DVS common stock;
2. each of our directors;
3. each of our Named Officers; and
4. all directors and executive officers of DVS as a group.

In general, "beneficial ownership" refers to shares that an individual or
entity has the power to vote, or dispose of, and stock options or warrants that
are currently exercisable or will become exercisable within 60 days of April 28,
2004. Unless otherwise indicated, each person named below holds sole investment
and voting power, other than the powers that may be shared with the person's
spouse under applicable law.

|Name                                                                                     | Common StockBeneficially Owned | Percentage Beneficially Owned
(1)
|---------------------------------------------------------------------------------------- | ------------------------------ | ---------------------------------
|5% Stockholders                                                                          |                                |                                  
|Empire Capital Partners 	
   1 Gorham Island
   Westport, CT 06880                       | 1,027,943(2)                   | 9.6%                             
|Glenbrook Capital Management 	
   430 Cambridge Avenue, Suite 100
   Palo Alto, CA 94306 | 999,854 (3)                    | 9.4%                             
|Glenbrook Capital, L.P. 	
   P.O. Box 524
   Glenbrook, NV 89413                         | 750,172(4)                     | 7.2%                             
|Executive Officers and Directors                                                         |                                |                                  
|Dr. Edmund Y. Sun
430 Cambridge Avunue, Suite 110
Palo Alto, CA  94306                   | 748,983(5)                     | 7.1%                             
|Douglas T. Watson                                                                        | 361,607(6)                     | 3.3%                             
|John M. Fuller                                                                           | 115,250(7)                     | 1.1%                             
|Venkatapathi N. Rayapati                                                                 | 78,928(8)                      | *                                
|Pratap S. Kondamoori                                                                     | 233,359(9)                     | 2.2%                             
|Grover T. Wickersham                                                                     | 362,526(10)                    | 3.5%                             
|Thomas A. Spanier(11)                                                                    | --                             | --                               
|Robert B. Baker(12)                                                                      | 166,833(13)                    | 1.6%                             
|All executive officers and directors as a group (8 persons)                              | 2,067,486(14)                  | 18.1%                            

________

* Less than one percent of the outstanding common stock.

(1)	Based on 10,692,179 shares outstanding as of April 28, 2004.

(2)	Based solely on information provided by Empire Capital Partners in its
Form 4 filed with the Securities and Exchange Commission on April 21, 2004.

(3)	Glenbrook Capital Management is the General Partner of Glenbrook
Capital, L.P. Includes (i) 750,172 shares beneficially owned by Glenbrook
Capital, L.P. and (ii) 249,682 shares issuable upon exercise of outstanding
warrants that are exercisable within 60 days of April 28, 2004. Glenbrook
Capital Management disclaims beneficial ownership of all partnership shares and
warrants except to the extent of its pecuniary interest in the partnership,
which is less than 1%.

(4)	Includes 192,857 shares issuable upon exercise of outstanding warrants
that are exercisable within 60 days of April 28, 2004. See footnote
(3).

(5)	Includes 312,687 shares of common stock issuable upon exercise of
outstanding warrants that are exercisable within 60 days of April 28, 2004.

(6)	Includes 361,607 shares of common stock issuable upon exercise of
outstanding options and warrants that are exercisable within 60 days of April
28, 2004.

(7)	Includes 85,250 shares of common stock issuable upon exercise of
outstanding options and warrants that are exercisable within 60 days of April
28, 2004.

(8)	Includes 118,928 shares of common stock issuable upon exercise of
outstanding options and warrants that are exercisable within 60 days of April
28, 2004.

(9)	Includes 153,928 shares of common stock issuable upon exercise of
outstanding options and warrants that are exercisable within 60 days of April
28, 2004.

(10)	Includes 97,342 shares owned by Mr. Wickersham separately or jointly
with his wife, including 38,571 shares issuable upon exercise of outstanding
warrants that are exercisable within 60 days of April 28, 2004. In addition,
total includes (i) 52,400 shares held by the law firm of which Mr. Wickersham is
the principal; (ii) 204,284 shares held by the profit sharing plan of Mr.
Wickersham's law firm, for which Mr. Wickersham serves as Trustee; and (iii)
8,500 shares owned by a children's trust for the benefit of Mr. Wickersham's
children, as to which Mr. Wickersham serves as Trustee. Mr. Wickersham disclaims
beneficial ownership of all such additional securities except to the extent of
his pecuniary interest in the law firm and the law firm's profit sharing plan.

(11)	Mr. Spanier was appointed to the Board of Directors in March 2004.

(12)	Mr. Baker resigned as Chief Financial Officer of DVS in April 2004,
after DVS filed its Annual Report on Form 10-K for the year ended December 31,
2003.

(13)	Includes 151,833 shares of common stock issuable upon exercise of
outstanding options that are exercisable within 60 days of April 28, 2004.

Equity Compensation Plan Information

The following table summarizes the number of outstanding options and
warrants granted to employees and directors, as well as the number of securities
remaining available for future issuance, under DVS' equity compensation plans as
of December 31, 2003.

|                                                               | (a)                                                                                         | (b)                                                                         | (c)                                                                                                                                        
|-------------------------------------------------------------- | ------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------
|Plan category                                                  | Number of securities to be issued upon
exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding
options, warrants and rights | Number of securities remaining available for
future issuance under equity compensation plans (excluding securities reflected
in column (a))
|Equity compensation plans approved by security holders         | 1,666,539                                                                                   | $ 2.34                                                                      | 714,703                                                                                                                                    
|Equity compensation plans not approved by security holders (1) | 709,030                                                                                     | 1.87                                                                        | 0                                                                                                                                          
|Total                                                          | 2,375,569                                                                                   | 2.15                                                                        | 714,703                                                                                                                                    

(1)	Includes warrants issued to certain executive officers
and directors during fiscal 2003.

Item 13. Certain Relationships and Related Transactions

Other than as disclosed below, since the beginning of the fiscal year
ended December 31, 2003, there has not been any actual or proposed
transaction or series of transactions to which DVS, or any of its subsidiaries,
was or is a party in which the amount involved exceeded or exceeds $60,000 and
in which any director, executive officer, holder of more than 5% of any class of
the DVS common stock or any member of the immediate family of any of the
foregoing persons had or will have a direct or indirect material interest.

In December 2002, DVS entered into a License and Joint Development Agreement
with Jeecom Asia, Inc. (the "License Agreement"). Dr. Edmund Y. Sun, DVS'
founder, Chairman Emeritus and Director, is the founder and a director of
Jeecom. Under the terms of the License and Joint Development Agreement, DVS was
required to pay Jeecom an aggregate of $250,000 at specified dates. DVS paid
Jeecom a total of $240,000 in 2003 and still owes $10,000 under the License
Agreement. The License Agreement also provides for a royalty payment once the
product that is the subject of the development project is developed and
available for sale. The royalty will initially be $10 per unit and after certain
volume thresholds are met, the royalty will be reduced to between $6 and $2,
depending on the volume of sales. No royalties are yet due under the License
Agreement.

DVS Electronics Pvt. Ltd. ("DVSE"), a subsidiary of DVS formed in 2003,
extended to Xalted Information Systems, Pvt. Ltd. (Xalted) a line of credit
allowing for borrowings of up to approximately $280,000 at an interest rate of
8% per annum. Pratap S. Kondamoori, a director of DVS, is the Chief Executive
Officer of Xalted. There were no borrowings in 2003 under the line of credit
arrangement. Xalted borrowed $154,000 in January 2004, which was repaid in March
2004. Xalted has provided various operational services to the Company since
DVSE's formation in 2003, including free rent.

In September 2003, Pratap S. Kondamoori was issued 75,000 three-year warrants
to purchase DVS common stock at an exercise price of $1.75. The warrants were
issued as compensation for services rendered in the formation and startup of
DVSE.

Item 14. Principal Accountant Fees and Services

The Board of Directors has selected Burr, Pilger & Mayer LLP
("BPM") as DVS' independent auditors to audit DVS' consolidated financial
statements for the year ending December 31, 2004. Burr, Pilger & Mayer
LLP has audited DVS' financial statements since fiscal year ended March 31,
2000.

Fee Disclosure

Accounting Fees

The following table shows the fees for the audit and other services
provided by BPM for 2003 and 2002:



|                      |       | Year
|--------------------- | ----- | ----
|                      |       | 2003
|                      |       |     
|Audit Fees(1)         |       | $   
|Audit-Related Fees(2) |       |     
|Tax Fees(3)           |       |     
|All Other Fees        |       |     
|                      |       |     
|                      | Total |     

_________

|    |                                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | These are fees for professional services performed by BPM for
the audit of the Company's annual financial statements, review of financial
statements included in the Company's quarterly reports on Form 10-Q and for
SEC filings for those years.
|(2) | These are fees for professional services performed by BPM for
assurance and related services that are reasonably related to the performance of
the audit or review of the Company's financial statements and not reported under
"Audit Fees.".    
|(3) | These are fees for professional services performed by BPM with
respect to tax compliance, tax advice and tax planning.                                                                                                                            

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Auditors

Beginning May 6, 2003, the Company was required to obtain
prior approval from the Audit Committee for all audit and permissible non-audit
related fees incurred with the Company's independent auditors. Pursuant to the
Pre-Approval Policy, all new projects (and fees) either must be authorized in
advance under the guidelines set forth in the Pre-Approval Policy or approved in
advance by the full Committee. The Committee does not currently have a separate
written Pre-Approval Policy, although the Audit Committee Charter (a copy of
which is attached to this proxy statement as Appendix A) addresses the
Pre-Approval Policy. All new projects and fees are either pre-approved by the Audit
Committee as a whole or by John M. Fuller, the Chairman of the Audit Committee,
acting as the designated Audit Committee member for pre-approval purposes. Mr.
Fuller reports any such pre-approvals to the Committee at its next meeting.

T

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SIGNATURE

Pursuant to the requirements of section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 on
Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palo Alto, State of California on this 29th day of
April 2004.

/s/ Thomas A. SpanierThomas A. Spanier
Chief Executive Officer
(Principal Executive Officer)

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DIGITAL VIDEO SYSTEMS, INC.

INDEX TO EXHIBITS
                  Item 15(a)(3)



|Exhibit |     |            
|------- | --- | -----------
|Number  |     | Description
|        |     |            
|        |     |            
|        | 23. | 1          
|        | 31. | 1          
|        | 31. | 2          
|        | 32. | 1          

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