FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* TOIBB HARRIS (Last) (First) (Middle) 6355 TOPANGA CANYON BOULEVARD (Street) LOS ANGELES CA 91367 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BRILLIANT DIGITAL ENTERTAINMENT INC [ BDEI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/19/2005
	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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Secured Convertible Promissory Notes(1)	$0.07	09/26/2005		J(1)			2	(2)	(4)	COMMON STOCK	(7)	$0.00(1)	42,122,986(8)	D
Secured Convertible Promissory Notes(1)	$0.02	09/26/2005		J(15)		2		(3)(5)	(6)	COMMON STOCK	(11)	$0.00(15)	147,430,450(9)	D
March 2004 Warrant To Purchase Common Stock(10)	$0.07	09/26/2005		J(10)			1	03/30/2004	10/04/2008	COMMON STOCK	3,133,333	$0.00(10)	3,133,333	D
March 2004 Warrant To Purchase Common Stock(10)	$0.02	09/26/2005		J(12)		1		03/30/2004	10/04/2008	COMMON STOCK	3,133,333	$0.00(12)	3,133,333	D
May 2001 and December 2001 Warrant to Purchase Common Stock(13)(14)	$0.07	09/26/2005		J(13)(14)			2	(17)	10/05/2008	COMMON STOCK	34,727,995	$0.00(13)(14)	34,727,995(13)(14)	D
May 2001 and December 2001 Warrant to Purchase Common Stock(13)(14)	$0.02	09/26/2005		J(16)		2		(18)	10/05/2008	COMMON STOCK	34,727,995	$0.00(16)	34,727,995(16)	D
October 2002 Warrant to Purchase Common Stock(19)	$0.07	09/26/2005		J(20)			1	(21)	10/04/2008	COMMON STOCK	19,667,623	$0.00(20)	19,667,623	D
October 2002 Warrant to Purchase Common Stock(19)	$0.02	09/26/2005		J(24)		1		(22)	10/04/2008	COMMON STOCK	19,667,623	$0.00(24)	19,667,623(23)	D
Immediate September Warrant to Purchase Common Stock(25)	$0.02	09/26/2005		J(25)		1		(26)	10/05/2009	COMMON STOCK	86,541,811(26)	$0.00	86,541,811(26)	D
September Warrant to Purchase Common Stock(25)	$0.02	09/26/2005		J(25)		1		(27)	10/05/2009	COMMON STOCK	119,083,189(27)	$0.00	119,083,189(27)	D

Explanation of Responses:

1. The Issuer issued to Mr. Toibb in 2001 two Secured Convertible Promissory Notes (the "Notes") with the aggregate face principal amount of $2,350,000. The principal amount outstanding under the Notes, and accrued interest thereon, was convertable into shares of the Issuer's common stock $0.0001 par value (the "Common Stock"). The loans made by Mr. Toibb in 2001 are governed by two Note and Warrant Purchase Agreements, the Notes and related loan documentation, as amended. The acquisition of the Notes by Mr. Toibb were previously reported in 2001. On March 30, 2004, the Issuer and Mr. Toibb agreed to extend the maturity date of the Notes to September 26, 2004. As of September 26, 2004, the Issuer and Mr. Toibb agreed to extend the maturity date of the Notes to September 26, 2005 and change the conversion price to $0.07, subject to protective contractual provisions. This transaction previously was reported as a disposition and acquisition of the Notes.

2. At the time of disposition, the Notes, and the accrued interest thereon, were convertible into shares of Common Stock.

3. At the time of acquisition, the Notes, and the accrued interest thereon, were convertible into shares of Common Stock.

4. The Notes, and the accrued interest thereon, were convertible at the option of Mr. Toibb at anytime until the Notes and all accrued interest were paid in full.

5. The Notes, and the accrued interest thereon, are presently convertible into shares of Common Stock at a conversion price of $0.07 per share and only upon completion of a 1 for 10 reverse stock split, will the conversion price be $0.02 per share.

6. The Notes, and the accrued interest thereon, are convertible at the option of Mr. Toibb at anytime until the Notes and all accrued interest are paid in full. As stated in footnote 1 above, this transaction resulted in the maturity date of the Notes being extended to September 26, 2005.

7. Amount represents 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 September 26, 2005 at the $0.07 conversion price.

8. Amount represents 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 September 26, 2005 at the time of the "deemed disposition" for Form 4 reporting purposes and before the "deemed acquisition" for Form 4 reporting purposes which deemed acquisition amount is addressed in footnote 9.

9. Amount represents 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 at the time of the "deemed acquisition" for Form 4 reporting purposes which does not include the maximum number of shares of Common Stock into which the Notes and unpaid accrued interest are convertible upon the completion of 1 to 10 reverse stock split, which would be shares of Common Stock as set forth in footnote 11.

10. The March 2004 Warrant was granted to Mr. Toibb in consideration for agreeing to extend the maturity date of the Notes as described in footnote 1 above. At such time, another Warrant to Purchase Common Stock that had been issued to Mr. Toibb in March 2002 (and which had been previously reported) and which entitled Mr. Toibb to purchase up to 5,042,864 shares of Common Stock expired. On September 26, 2004, in connection with the Issuer and Mr. Toibb agreeing to extend the maturity date of the Notes to September 26, 2005, as described above in footnote 1, the expiration date of the March 2004 Warrant was extended to October 5, 2008 and the exercise price was changed to $0.07, subject to protective contractual provisions. This transaction previously was reported as a disposition and acquisition of the March 2004 Warrant.

11. Amount represents the total number of shares of Common Stock that could be acquired upon conversion of all principal and accrued interest due under the Notes as of September 26, 2005 at the $0.02 conversion price, assuming completion of the 1 for 10 reverse stock split.

12. On October 19, 2005, in connection with the Issuer and Mr. Toibb agreeing, as of September 26, 2005, to extend the maturity date of the Notes to March 31, 2006, as described in footnote 1 above, the exercise price of the March 2004 Warrants was changed to $0.02 from $ 0.07, subject to protective contractual provisions. This transaction is reflective as a disposition and acquisition of these March 2004 Warrant.

13. The Issuer issued to Mr. Toibb in May 2001 a Warrant to Purchase Common Stock and in December 2001 a Warrant to Purchase Common Stock (as amended, the "2001 Warrants"), these transactions were previously reported. On March 30, 2004, in connection with the Issuer and Mr. Toibb agreeing to extend the maturity date of the Notes to September 26, 2004, the expiration date of the 2001 Warrants was extended to October 4, 2005. This transaction was previously reported as a disposition and acquisition of the 2001 Warrants. On September 26, 2004, in connection with the Issuer and Mr. Toibb agreeing to extend the maturity date of the Notes to September 26, 2005, as described above in footnote 1, the expiration date of the 201 Warrants was extended to October 5, 2008, and the exercise price was changed to $0.07, subject to protective contractual provisions.

14. This transaction was previously reported as a disposition and acquisition of the 2001 Warrants. During 2004, the number of shares of Common Stock to be issued on exercise of the 2001 Warrants did not change.

15. On October 19, 2005, the Issuer and Mr. Toibb agreed, as of September 26, 2005, to extend the maturity date of the Notes to March 31, 2006 and change the conversion price of the Notes from $0.07 to $0.02, subject to certain protective contractual provisions conditioned upon the Issuer's completion of the 1 for 10 reverse stock split. This transaction is reflected as a disposition and acquisition of the Notes.

16. Per October 19, 2005, in connection with the Issuer and Mr. Toibb agreeing, as of September 26, 2005, to extend the maturity date of the Notes to March 31, 2006, as described in footnote 1 above, the exercise price of the May 2001 Warrants was changed to $0.02 from $ 0.07, subject to protective contractual provisions. This transaction is reflective as a disposition and acquisition of these May 2001 and December 2001 Warrants.

17. At the time of disposition, the May 2001 and December 2001 Warrants were currently exercisable.

18. At the time of acquisition, the 2001 Warrants were currently exercisable. The 2001 Warrants are presently exercisable by Mr. Toibb.

19. The Issuer issued to Mr. Toibb in October 2002 a Warrant to Purchase Common Stock (as amended, the "October 2002 Warrant"), this transaction was previously reported.

20. On September 26, 2004, in connection with the Issuer and Mr. Toibb agreeing to extend the maturity date of the Notes to September 26, 2005, as described above in footnote 1, the expiration date of the October 2002 Warrant was extended to October 5, 2008 and the exercise price was changed to $0.07, subject to protective contractual provisions. This transaction previously was reported as a disposition and acquisition of the October 2002 Warrant.

21. At the time of disposition, the October 2002 Warrant was currently exercisable.

22. At the time of the acquisition, the October 2002 Warrant was currently exercisable. The October 2002 Warrant is presently exercisable by Mr. Toibb.

23. During 2004, the number of shares of Common Stock to be issued on exercise of the October 2002 Warrant was not changed. Amounts reflected on this Form 4 do not include the 4,738,428 shares of Common Stock that may be acquired by Mr. Toibb upon the exercise of a Warrant to Purchase Common Stock issued to Mr. Toibb by the Issuer in September 2002 (the "September 2002 Warrant") and which was previously reported. The September 2002 Warrant has expired.

24. Per October 19, 2005, in connection with the Issuer and Mr. Toibb agreeing, as of September 26, 2005, to extend the maturity date of the Notes to March 31, 2006, as described in footnote 1 above, the exercise price of the March 2002 Warrant was changed to $0.02 from $ 0.07, subject to protective contractual provisions. This transaction is reflective as a disposition and acquisition of these October 2002 Warrants.

25. The Immediate September Warrant and the September Warrant were granted to Mr. Toibb in consideration for agreeing to extend the maturity date of the Notes as described in footnote 15 above.

26. At the time of acquisition, the Immediate September Warrant was currently exerciseable.

27. The September Warrants are not exercisable until the completion of the Issuer's proposed 1 for 10 reverse stock split.

	Harris Toibb	10/19/2005
	** Signature of Reporting Person	Date
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