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                       SECURITIES AND EXCHANGE COMMISSION

                            Washington D.C.  20549

                             ____________________

                                 FORM 10-QSB

                   Quarterly Report Under Section 13 or 15
                            (d) of the Securities
                            Exchange Act of 1934.

                             ____________________


For Quarter Ended September 30, 1995 Commission file number 0-18410  

                          THE PRODUCERS ENTERTAINMENT GROUP LTD.        
                 (Exact name of registrant as specified in its charter)


            Delaware                       95-4233050            
         (State or other jurisdiction of   (I.R.S. Employer
         incorporation or organization)    Identification No.)


          9150 Wilshire Boulevard, Suite 205, Beverly Hills, CA 90212
           (Address of principal executive offices)        (Zip code)

Registrant's telephone number, including area code (310) 285-0400


                                Not Applicable
             (Former name, former address and former fiscal year,
                        if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the proceeding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.


                       Yes   X                   No 
                           -----                    -----

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

                Common stock - November 10, 1995 - 10,420,996

           THE PRODUCERS ENTERTAINMENT GROUP LTD. AND SUBSIDIARIES


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                     CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                   September 30,        June 30,
                                                      1995                1995  
                                                   -----------          --------
                                                   (unaudited)
<S>                                                 <C>                <C>
                                      ASSETS

Cash and cash equivalents                           $  293,984         $   832,754
Accounts receivable, net                               515,690             652,074
Notes receivable, net                                  402,842             402,842
Receivables from related parties                        99,883             116,229
Film costs, net                                      1,554,811           2,104,503
Fixed assets, net                                       72,692              76,439
Other assets                                           192,184             199,829
                                                    ----------         -----------

                                                    $3,132,086          $4,384,670
                                                    ==========         ===========

                        LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable and accrued expenses               $  626,823         $   847,595
Deferred participations based on estimated
 revenues                                              280,210             350,000
Deferred revenue                                          -                598,708
                                                    ----------         -----------

    Total liabilities                                  910,033           1,796,303
                                                    ----------         -----------

Shareholders' equity:
  Preferred Stock, $.001 par value.
   Authorized 10,000,000 shares;
   Issued 1,000,000 shares - Series A                    1,000               1,000
  Common stock, $.001 par value.
   Authorized 50,000,000 shares;
   issued 11,543,432 and 11,388,770 shares              11,544              11,389
  Additional paid-in capital                        15,321,059          15,321,214
  Accumulated deficit                              (12,101,358)        (11,735,044)
                                                   -----------         -----------

                                                     3,232,245           3,598,559
  Treasury stock 1,122,436 shares, at cost          (1,010,192)         (1,010,192)
                                                    ----------         -----------
Net shareholders' equity                             2,222,053           2,588,367
                                                    ----------         -----------

                                                    $3,132,086          $4,384,670
                                                    ==========         ===========
</TABLE>


See notes to condensed consolidated financial statements.

            THE PRODUCERS ENTERTAINMENT GROUP LTD. AND SUBSIDIARIES




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                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                   Three months ended September 30,
                                                   --------------------------------
                                                       1995                 1994
                                                    ----------           ---------
<S>                                                 <C>                 <C>
Revenues                                            $1,073,401          $4,092,863

Amortization of film costs                             634,000           2,191,734
                                                    ----------           ---------
                                                       439,401           1,170,474

General and administrative expenses                    813,322             983,569
                                                    ----------           ---------

Operating income (loss)                               (373,921)            998,970
                                                                                

Interest income                                          7,607               7,322
                                                    ----------           ---------

    Net income (loss)                                 (366,314)            924,882
                                                                                 

Dividend requirement of Series A
 Preferred Stock                                      (106,250)                -  
                                                    ----------           ---------

Net income (loss) applicable to common
 shareholders                                        $(472,564)           $924,882 
                                                    ==========           =========

Net income (loss) per common share                       $(.05)              $ .09
                                                         =====               =====
Average common and (in 1994) common
  equivalent shares outstanding                     10,343,665           9,904,000
                                                    ==========           =========
</TABLE>



See notes to condensed consolidated financial statements.

           THE PRODUCERS ENTERTAINMENT GROUP LTD. AND SUBSIDIARIES



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            CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

                     THREE MONTHS ENDED SEPTEMBER 30, 1995

                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                 
                         Series A                     Additional
                         Preferred       Common         Paid-In                           Treasury
                           Stock         Stock          Capital         Deficit            Stock              Net
                           -----         ------         -------         -------            -----              ---
<S>                       <C>            <C>          <C>            <C>                 <C>              <C>
Balance,                                         
 June 30, 1995            $1,000         11,389       15,321,214     (11,735,044)        (1,010,192)      2,588,367
                                                 
Dividend on Series                               
 A preferred stock                          155             (155)                                              -
                                                 
Net (loss)                                                              (366,314)                          (366,314)
                          ------         ------       ----------     -----------         ----------       ---------
                                                 
Balance,                                         
 September 30,                                   
 1995                     $1,000         11,544       15,321,059     (12,101,358)        (1,010,192)      2,222,053
                          ======         ======       ==========     ===========         ==========       =========
</TABLE>



See notes to condensed consolidated financial statements.


            THE PRODUCERS ENTERTAINMENT GROUP LTD. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



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                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                        Three months ended September 30,
                                                        --------------------------------
                                                          1995                   1994  
                                                        --------              ----------
<S>                                                   <C>                   <C>
Cash flows from operating activities:
Net income (loss)                                      ($366,314)            $   924,882
Adjustments to reconcile net income (loss)
 to net cash (used in) operating activities:
Depreciation and amortization                            641,645               2,201,578
  Changes in assets and liabilities:
  Decrease in receivables                                136,384                  51,682
  (Increase) decrease in other assets                      3,747                 (69,267)
    (Decrease) in accounts payable and
     accrued expenses                                   (217,772)               (189,439)
  (Decrease) in deferred participations                  (69,790)                     -
  (Decrease) in deferred revenues                       (598,708)             (3,308,276)
                                                        --------              ----------

Net cash (used in) operating activities                 (470,808)               (388,840)
                                                        --------              ----------

Cash flows from investing activities:
Additions to film costs                                  (84,308)               (682,101)
  Capital expenditures                                        -                   (9,998)
Decrease (increase) in due from related
    parties                                               16,346                  (3,727)
                                                        --------              ----------

Net cash (used in) investing activities                  (67,962)             (1,456,639)
                                                        --------              ----------

Cash flows from financing activities:
  Borrowings, repayments, net                                 -                  914,750
Proceeds from exercise of stock options                       -                  454,375
                                                        --------               ---------

Net cash provided by financing activities                     -                1,369,125
                                                                               ---------

Net increase (decrease) in cash                         (538,770)                284,459
Cash at beginning of period                              832,754                 964,387
                                                        --------              ----------

Cash at end of period                                   $293,984              $1,248,846
                                                        ========              ==========
</TABLE>



See notes to condensed consolidated financial statements.

           THE PRODUCERS ENTERTAINMENT GROUP LTD. AND SUBSIDIARIES



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              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

                               September 30, 1995

(1)      Basis of Presentation

         The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal recurring
accruals) which are, in the opinion of management, necessary to present fairly
the results of operations for the periods presented.

         The information contained in this Form 10-QSB should be read in
conjunction with the audited financial statements filed as part of the
Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1995.

(2)      Income (Loss) Per Common Share

         Income (loss) per common share has been computed based on the weighted
average number of common shares outstanding during the periods.  In 1995 (loss)
per common share has been computed after deducting the dividend requirement of
the Series A Preferred Stock from net (loss). In 1994 average shares
outstanding gives effect to dilutive stock options and warrants. The assumed
conversion of the Series A Preferred Stock or the assumed exercise of
outstanding stock options and warrants has not been included in 1995 because
the effect would be anti-dilutive.

(3)      Dividend on Series A Preferred Stock

         During the three months ended September 30, 1995, the Company paid the
dividend on its Series A Preferred Stock for the quarter ended June 30, 1995 by
issuing 155,662 shares of Common Stock. The par value of these shares ($155)
has been charged to additional paid-in capital.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS




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RESULTS OF OPERATIONS

         The amount of revenues earned by the Company in any one period is
dependent on, among other things, the number of projects completed during any
such period and the distribution of completed projects. Revenues from producers
and other fees are primarily dependent on the number of projects being produced
and the agreements relating to such projects. Accordingly, the amount of
revenues earned by the Company in any period are not necessarily indicative of
future revenues.

THREE MONTHS ENDED SEPTEMBER 30, 1995 AS COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1994

         Revenues for the three months ended September 30, 1995 consisted of
production and distribution fees from completed projects, including previously
deferred revenues that were recognized upon the completion of a television
series during the quarter. Revenues for the three months ended September 30,
1995 also included producer fees from television series and personal management
fees. Revenues for the three months ended September 30, 1994 included
production and distribution fees from a television series that was completed
during that quarter, producer fees from television series and personal
management fees.

         Amortization of film costs for the three months ended September 30,
1995 and 1994 were $634,000 and $2,191,734, respectively and was computed using
the individual film forecast method.

         General and administrative expenses for the three months ended
September 30, 1995 were $813,322 as compared to $983,569 for the three months
ended September 30, 1994 or a decrease of $170,242. The primary reasons for
this decrease were the termination of certain unprofitable operations of DSL,
including related compensation and other expenses, somewhat offset by legal
fees incurred in connection with lawsuits with the former President and owner
of DSL. The level of general and administrative expenses is dependent on the
level of the Company's future operations.

LIQUIDITY AND CAPITAL RESOURCES

         As of September 30, 1995, the Company had cash and cash equivalents of
$293,984 and accounts receivable of $515,690 (aggregate - $809,674. At
September 30, 1995, the Company also had accounts payable and accrued expenses
of $629,823. During the quarter ended September 30, 1995, the Company used
$470,808 of cash in its operations.

         The Company's cash receipts are principally derived from exhibition
and distribution of its completed projects, producers fees and personal
management fees. These cash receipts are affected





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by various factors including the timing of the completion, exhibition and
distribution of its completed projects and the number of projects produced.
Therefore, the Company is unable to accurately predict the level or timing of
its future cash receipts.

         The Company's cash commitments for the next twelve months include
compensation to its officers and others of approximately $1,125,000 and minimum
office rent of $220,000 (aggregate - approximately $1,345,000). The Company
also incurs overhead and other costs such as salaries, related benefits, office
expenses, professional fees and similar expenses. For the three months ended
September 30, 1995, general and administrative expenses, which includes
compensation and rent, but does not include the effects of the new employment
agreements agreed to be entered into by the Company, aggregated approximately
$813,000. The Company also expends funds on the production and development of
projects.

         The dividend on the Company's Series A Preferred Stock for the quarter
ended September 30, 1995 was subsequently paid by the Company issuing 154,662
shares of its common stock.

         The Company has no arrangements for external sources of liquidity such
as bank lines of credit and has no material commitments for capital
expenditures. Management believes that the Company's present and future
resources will be sufficient for its needs for at least the next twelve months.

                         PART II -- OTHER INFORMATION



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ITEM 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits - None

(b)  Reports on Form 8-K

         No reports on Form 8-K were filed during the quarter ended September
30, 1995.



                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                          THE PRODUCERS ENTERTAINMENT GROUP LTD.



Date:  November 10, 1995                    /s/ Irwin Meyer
                                            ---------------
                                            Irwin Meyer,
                                            President and Chief Executive
                                            Officer
                                            
       November 10, 1995                    /s/ Charles J. Weber    
                                            --------------------
                                            Charles J. Weber,
                                            Principal Financial and 
                                            Accounting Officer
                                            
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