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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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
1. Name and Address of Reporting Person: Allen & Company
Incorporated, 711 Fifth Avenue, New York, New York 10022
2. Date of Event Requiring Statement (Month/Day/Year): 12/16/97
3. IRS or Social Security Number of Reporting Person:(Voluntary)
4. Issuer Name and Ticker or Trading Symbol: Princeton Video
Image, Inc. (PVII)
5. Relationship of Reporting Person to Issuer: 10% Owner
6. If Amendment, Date of Original:
TABLE 1 - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4): Common Stock
2. Amount of Securities Beneficially Owned (Instr. 4): 234,204
3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5): D(1)
4. Nature of Indirect Beneficial Ownership (Instr. 5):
Total: 234,204
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
(Print or type response)SEC 1474 (3/91)/15537<PAGE>
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FORM 3 (continued)
TABLE II - Derivative Securities Beneficially Owned (e.g.,
puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4): Common Stock
Purchase Warrants
2. Date Exercisable and Expiration Date:
(a) Date Exercisable: 4/15/94
(b) Expiration Date: 4/15/99
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4):
(a) Title: Common Stock
(b) Amount or Number of Shares: 450,000
4. Conversion or Exercise Price of Derivative Security: $12.50
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5): D(1)
6. Nature of Indirect Beneficial Ownership (Instr. 5):
1. Title of Derivative Security (Instr. 4): Common Stock
Purchase Warrants
2. Date Exercisable and Expiration Date:
(a) Date Exercisable: 2/9/96
(b) Expiration Date: 2/9/01
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4):
(a) Title: Common Stock
(b) Amount or Number of Shares: 28,226
4. Conversion or Exercise Price of Derivative Security: $19.25
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5): D(1)
6. Nature of Indirect Beneficial Ownership (Instr. 5):
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1. Title of Derivative Security (Instr. 4): Common Stock
Purchase Warrants
2. Date Exercisable and Expiration Date:
(a) Date Exercisable: 12/19/97
(b) Expiration Date: 12/16/02
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4):
(a) Title: Common Stock
(b) Amount or Number of Shares: 380,000(2)
4. Conversion or Exercise Price of Derivative Security: $8.40
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5): D(1)
6. Nature of Indirect Beneficial Ownership (Instr. 5):
Total: 858,226
Explanation of Responses:
(1) In addition to the Reporting Person, each of Allen Holding
Inc. ("AHI"), the holder of all the outstanding stock of the
Reporting Person and Herbert A. Allen, controlling stockholder of
AHI, may, consistent with applicable rules, be deemed to be
beneficial owner of the securities reported herein. However,
each of AHI and Mr. Allen disclaim beneficial ownership of such
shares.
(2) Such shares were received by the Reporting Person for
services rendered in connection with the Issuer's Initial Public
Offering.
Signature of Reporting Person:
Allen & Company Incorporated
/s/ Gaetano J. Casillo
Date: December 16, 1997
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be
manually signed. If space provided is insufficient,
See Instruction 6 for procedure.
