SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Expires: February 28, 2011 Estimated average burden hours per response 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* TOIBB HARRIS (Last) (First) (Middle) 307 21ST STREET (Street) SANTA MONICA CA 90402 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BRILLIANT DIGITAL ENTERTAINMENT INC [ BDE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (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. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price

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)	3A. Deemed Execution Date, if any (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 Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: 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
Secured Convertible Promissory Note ( 1 )	( 2 )						( 3 )	( 4 )	Common Stock	1,948,024 ( 5 )		24,299,437 ( 6 )	D

Explanation of Responses:

1. This Form 5 discloses interest that has accrued during 2003 with respect to two Secured Convertible Promissory Notes (the "Notes") issued to Mr. Toibb in 2001. The principal amount outstanding under the Notes and accrued interest thereon may be converted into shares of the Issuer's common stock, $0.001 par value (the "Common Stock"). The interest that accrued during 2003 could, at the current conversion price, be converted into 1,948,024 shares of Common Stock. The loans made by Mr. Toibb in 2001 are governed by two Note and Warrant Purchase Agreements and related loan documentation of even date therewith, as amended, which together with the terms of the Notes acquired thereunder set forth the principal amount of the Notes and the interest rate and conversion price relating thereto. The acquisition of the Notes by Mr. Toibb was previously reported in 2001.

2. The lesser of (i) $0.20 and (ii) the volume weighted average price of a share of Common Stock over any five (5) consecutive trading days during the period December 14, 2001 through and ending on November 10, 2002.

3. The Notes and interest accrued thereon are presently convertible into shares of Common Stock.

4. The Notes and interest accrued thereon are convertible at the option of Mr. Toibb until the Notes and any accrued interest thereon are paid in full.

5. Amount reflects the total number of shares of Common Stock that could be acquired upon the conversion of interest that accrued on the Notes during 2003. Amount does not reflect the total number of shares of Common Stock that could be acquired upon the conversion of all principal and accrued interest due under the Notes as of December 31, 2003.

6. Amount reflects the total number of shares of Common Stock that could be acquired upon the conversion of all principal and accrued interest due under the Notes as of December 31, 2003.

	/s/ Harris Toibb	02/12/2004
	** Signature of Reporting Person	Date
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