Allen & Co. Inc./Allen Holding Inc. – ‘3’ for 12/16/97 re: Gabriel Technologies Corp.

As of:  Tuesday, 12/16/97   ·   For:  12/16/97   ·   Accession #:  932799-97-167   ·   File #:  0-23415

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Initial Statement of Beneficial Ownership of Securities by an Insider   —   Form 3   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 3           Initial Statement of Beneficial Ownership of           3      9K 
                Securities by an Insider                                         

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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

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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.                                                

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘3’ Filing		Date		First		Last			Other Filings
Filed on / For Period end:		12/16/97		3					3,  424B1,  SB-2/A
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