Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ST CLOUD CAPITAL PARTNERS LP
   2. Issuer Name and Ticker or Trading Symbol
PROLONG INTERNATIONAL CORP [PRL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
10866 WILSHIRE BOULEVARD, SUITE 1450		 3. Date of Earliest Transaction (Month/Day/Year)
12/01/2004
(Street)

LOS ANGELES, CA 90024		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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
Common Stock 12/01/2004   X   50,000 A $ 0.06 50,000 D (2)  
Common Stock 12/01/2004   S   2,100 D $ 0.26 47,900 D (2)  
Common Stock 12/01/2004   S   10,000 D $ 0.25 37,900 D (2)  
Common Stock 12/02/2004   S   14,000 D $ 0.25 23,900 D (2)  

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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 Underlying Securities
(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 of Derivative Security: 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
Warrant to Purchase Common Stock $ 0.06 12/01/2004   X     50,000 11/24/2003 11/24/2013 Common Stock 50,000 $ 0.03 4,435,892 (1) D (2)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ST CLOUD CAPITAL PARTNERS LP
10866 WILSHIRE BOULEVARD
SUITE 1450
LOS ANGELES, CA 90024		     X    
FITCHEY CARY
10866 WILSHIRE BLVD
SUITE 1450
LOS ANGELES, CA 90024		   X   X    
GELLER MARSHALL S
10866 WILSHIRE BOULEVARD
SUITE 1450
LOS ANGELES, CA 90024		     X    
ST CLOUD CAPITAL LLC
10866 WILSHIRE BOULEVARD
SUITE 1450
LOS ANGELES, CA 90024		     X    
SCGP LLC
10866 WILSHIRE BOULEVARD
SUITE 1450
LOS ANGELES, CA 90024		     X    

Signatures

 /s/ Michael Hedge, Attorney-in-Fact for Reporting Persons   12/03/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Upon the occurrence of a payment of default under that certain Secured Promissory Note, dated as of November 24, 2003, issued by Prolong Super Lubricants, Inc., a wholly-owned subsidiary of Prolong International Corporation, the Warrant will automatically become exercisable to purchase additional shares of Common Stock ( the "Additional Warrant Shares"),equal to ten percent of the total number of shares of Common Stock outstanding as of the date of such event of default on a fully diluted basis assuming exercise of the Warrant and any options, warrants or convertible securities outstanding as of such date and including in such calculation all Additional Warrant Shares into which the Warrant becomes exercisable
(2) These securities are beneficially owned directly by St. Cloud Captial Partners, LP ("St. Cloud Partners"). In addition, these securities may be deened to be beneficially owned indiecrtly (i) by SCGP, LLC as the general partner of St. Cloud Partners, (ii) by St. Cloud Capital, LLC as provider of management services to St. Cloud Partners and investment advice to SCGP, LLC, (iii) by Marshall S. Geller as senior manager of SCGP, LLC and (iv) by Cary Fitchey as senior manager of SCGP, LLC. This report shall not be deemed an admission of any of the entities or individuals listed in (i)-(iv) of the previous sentence that they are the beneficial owners of the securities for purposes of Section 16 or for any other purpose.

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