SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

                              FORM 10-K/A

(MARK ONE)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended     JUNE 30, 1997
                                   OR
[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

       For the transition period from ___________ to ___________
                    Commission File Number: 1-10781
                   LANCIT MEDIA ENTERTAINMENT, LTD.
        (Exact name of registrant as specified in its charter)

                                    New York
                               13-3019470_________
(State or other jurisdiction of
                          (I.R.S. Employer Identification No.)
incorporation or organization)

601 West 50th Street, New York, New York                  10019
    (Address of principal executive offices)            (Zip Code)

  Registrant's telephone number, including area code: (212) 977-9100

      Securities registered pursuant to Section 12(b) of the Act:
                                  None

      Securities registered pursuant to Section 12(g) of the Act:
                 Common Stock, par value $.001 per share
                            (Title of Class)

      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  preceding  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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

      Aggregate  market value of voting and  non-voting  common  equity
held by non-affiliates: $12,440,156 on December 3, 1997.

      Indicate  the  number of shares  outstanding  of each of the  registrant's
classes of common stock, as of the latest practicable date:  6,634,750 shares of
Common Stock, par value $.001 per share, outstanding on December 3, 1997.

                   DOCUMENTS INCORPORATED BY REFERENCE
                                 None


<PAGE>



      The undersigned  registrant (the "Registrant") hereby amends the following
items of its Annual  Report on Form 10-K for the fiscal year ended June 30, 1997
(the "Annual Report") as follows:

1. The Registrant  hereby deletes the table set forth under the caption "Summary
Compensation  Table" in Item 11 of the Annual  Report and replaces such table in
its entirety as follows:

                           SUMMARY COMPENSATION TABLE

                               Annual Compensation
                                         Other        Securities        All
                                         Annual       Underlying       Other
Name and  Year     Salary     Bonus   Compensation  Options/SARs(1) Compensation
Principal Ended      ($)      ($)         ($)           (#)              ($)
Position  June 30,

Susan L.    1997  $108,814 $150,000(2) $5,625(3)      750,000(4)/         -
Solomon                                               255,000(5)
Chief       1996      -        -         -               -                -
Executive   1995      -        -         -               -                -
Officer
and
Chairman
of the
Board of
Directors*

Cecily      1997  $150,000     -      $ 9,661(7)       45,000/0(8)   $10,159(12)
Truett      1996   146,600  $ 2,000(6) 19,803(7)         -             6,247(12)
Co-
President** 1995   133,300   10,665(6) 34,829(7)         -             8,528(12)

Laurence    1997  $150,000     -      $16,870(9)       45,000/0(8)   $12,785(13)
A. Lancit   1996   146,600  $ 2,000(6) 28,587(9)         -             7,988(13)
Co-
President***1995   133,300   10,665(6) 11,750(9)         -            11,994(13)

Arlene J.   1997  $125,000  $ 1,000(6)   -             15,000/0(11)  $ 3,780(14)
Scanlan     1996   125,000    2,000(6)   -               -             4,070(14)
President   1995   125,000   10,665(6)   -              5,000/0(11)    3,810(14)
of
Strategy****

Noel        1997  $127,083  $   750(6)$ 7,200(10)      33,000/0(11)  $ 2,898(15)
Resnick     1996    46,875     -        2,700(10)      66,000/0(16)       -
Senior      1995      -        -         -               -                -
Vice
President
-
Development
*    Became Chief Executive  Officer and Chairman of the Board  commencing April
     1, 1997.
**   Was Chief  Executive  Officer and Chairman of the Board  through  March 31,
     1997.
***  Was  President  and  Chief  Operating  Officer  through  March  31,
     1997.
**** Terminated, effective September 23, 1997.
(1)  All options listed were granted pursuant to either the 1990
     Stock Option Plan (as amended, the "1990 Plan") or the 1997 Stock Incentive
     Plan (as amended, the "1997 Plan"), as indicated. Stock appreciation rights
     ("SARs")  were  granted  under the  Company's  1997 Value  Incentive  Bonus
     Program.  Option exercise prices and SAR measuring  values were at or above
     the fair market value of the  Company's  Common Stock as reported on NASDAQ
     on the date of grant (see  "Executive  Compensation - Option/SAR  Grants In
     Last Fiscal Year", below).
(2)  Ms. Solomon earned a signing bonus of $150,000 upon her
     hiring.
(3)  Ms. Solomon received other annual  compensation as follows: auto expense
     allowance  of $5,625.  Does not  include  $24,755  paid by the  Company for
     advisory  services  to  Ms.  Solomon  in  connection  with  her  employment
     contract, which the Company determined was not compensation to her.
(4)  Consists of (i) options to purchase  255,000 shares of the Company's Common
     Stock granted  pursuant to the 1997 Plan (the "1997 Plan Option"),  subject
     to approval of such plan or such options by the Company's shareholders; and
     (ii)  options to purchase  495,000  shares of the  Company's  Common  Stock
     granted pursuant to the 1990 Plan.
(5)  SARs  are  subject  to   cancellation   upon   approval  by  the  Company's
     shareholders  of either  the 1997 Plan or the 1997  Plan  Option.  Does not
     include  700,000  SARs which were granted on March 31, 1997 and canceled on
     June 20, 1997.
(6)  Officers,  as a group,  under an incentive  bonus plan (the "Bonus  Plan"),
     receive a bonus of 5% of pre-tax income (before bonus),  for a fiscal year,
     provided that (i) pretax income  (before  bonus) for such fiscal year is at
     least $250,000, (ii) net income for such fiscal year exceeds net income for
     the prior  fiscal  year,  and (iii) net  income is at least  $.05 per share
     (adjusted for stock splits and stock dividends),  on a fully diluted basis.
     No amounts  were  accrued  under the Bonus  Plan for fiscal  1997 or fiscal
     1996.  $77,987  was  accrued  under the Bonus Plan for fiscal 1995 and each
     eligible  individual  received $8,665 which was paid in fiscal 1996.  Other
     bonus  amounts  shown are  holiday  bonuses  for which  all  employees  are
     eligible.  The amounts of these bonuses are determined at the discretion of
     management.
(7)  Ms.  Truett  received  other  annual  compensation  in the form of  royalty
     payments as one of the creators of The Puzzle Place of $9,661,  $19,803 and
     $34,830 in fiscal 1997, 1996 and 1995, respectively.
(8)  Granted  pursuant to the 1997 Plan.  Stock  options  granted under the 1997
     Plan are generally exercisable for a period of up to 10 years from the date
     of grant at an exercise  price which is not less than the fair market value
     of the Company's  Common Stock on the date of grant.  Stock options granted
     under the 1997 Plan  generally  vest on or before the first  anniversary of
     the date of grant.  The 1997 Plan is subject to approval  by the  Company's
     shareholders.
(9)  Mr. Lancit  received  other annual  compensation  as follows:  auto expense
     allowance of $16,871,  $15,280 and $11,750 in fiscal  1997,  1996 and 1995,
     respectively; and fees for his services as a director of Reading Rainbow in
     the amount of $13,307 in fiscal 1996.
(10) Ms. Resnick  received other annual  compensation  as follows:  auto expense
     allowance of $7,200 and $2,700 in fiscal 1997 and 1996, respectively.
(11) Granted  pursuant to the 1990 Plan.  Stock  options  granted under the 1990
     Plan are generally exercisable for a period of up to 10 years from the date
     of grant at an exercise  price which is not less than the fair market value
     of the Common  Stock on the date of the grant,  except  that the term of an
     incentive stock option granted under the 1990 Plan to a shareholder  owning
     more than 10% of the outstanding Common Stock may not exceed five years and
     its  exercise  price may not be less than 110% of the fair market  value of
     the Common Stock on the date of the grant.  Stock options granted under the
     1990 Plan generally vest on or before the first  anniversary of the date of
     grant.
(12) Ms. Truett  received other annual  compensation  as follows:  employer paid
     life insurance of $5,660, $1,590, and $4,339 in fiscal 1997, 1996 and 1995,
     respectively; employer 401(k) contributions of $4,500, $4,658 and $4,189 in
     fiscal 1997, 1996 and 1995, respectively.
(13) Mr.  Lancit  received  other  compensation  as follows:  employer paid life
     insurance  of  $8,285,  $3,330 and  $7,362 in fiscal  1997,  1996 and 1995,
     respectively; employer 401(k) contributions of $4,500, $4,657 and $4,632 in
     fiscal 1997, 1996 and 1995, respectively.
(14) Ms.  Scanlan  received  other  compensation  as  follows:  employer  401(k)
     contributions  of $3,780,  $4,070 and $3,810 in fiscal 1997, 1996 and 1995,
     respectively.
(15) Ms.  Resnick  received  other  compensation  as  follows:  employer  401(k)
     contributions of $2,898 in fiscal 1997.
(16) Canceled in connection with the Rejuvenation (as defined below).

2. The  Registrant  hereby deletes the  information  set forth under the caption
"Employment  Contracts"  in Item  11 of the  Annual  Report  and  replaces  such
information in its entirety as follows:

     Effective  as of April 1, 1997,  the  Company  entered  into an  employment
agreement with Susan L. Solomon in connection  with her  appointment as Chairman
of the Board and Chief Executive Officer, which employment agreement was amended
as of June 20, 1997 and December 17, 1997.  The agreement has a three-year  term
and is subject  to renewal  such  that,  unless and until  terminated  by either
party,  the  remaining  term  thereof is never less than two years.  Annual base
salary  thereunder  is  $350,000,  subject  to  increase  from year to year by a
minimum amount based on the annual  increase in the consumer  price index,  with
the actual amount of the increase being determined by the Board of Directors. In
addition,  the agreement calls for Ms. Solomon to receive, on an annual basis, a
performance  bonus equal to a set  percentage of certain  established,  annually
increasing levels of the Company's pretax income,  and additional bonus payments
in the event of certain third-party  investments in the Company.  Ms. Solomon is
also entitled to participate  in the Bonus Plan.  Following a change in control,
as defined in the  employment  agreement,  Ms.  Solomon  would be  entitled to a
lump-sum payment in an amount equal to her base salary and bonus payable for two
years,  unless Ms. Solomon  notifies the Company prior to the  effectiveness  of
such change in control that she wishes to continue in its employ  following such
change in control.  Pursuant  to her  employment  agreement,  Ms.  Solomon  also
received  certain stock options and stock  appreciation  rights (see  "Executive
Compensation - Option/SAR Grants in Last Fiscal Year" below).

      In October 1995, the Company entered into employment agreements,  covering
the term from October 1, 1995 to October 1, 1998, with each of Cecily Truett and
Laurence A. Lancit. Each agreement provides for a base annual salary starting at
$150,000 for the first year,  subject to increases in each of the  remaining two
years in a minimum  amount based on the annual  increase in the  consumer  price
index,  with the actual amount of the increase being  determined by the Board of
Directors.  Each of Ms. Truett and Mr. Lancit is eligible to  participate in the
Bonus  Plan.  Following a change in control of the  Company,  as defined in each
such  agreement,  each of Ms. Truett and Mr.  Lancit could  terminate her or his
employment  with the Company for any reason  within one year after the change in
control and certain  provisions of the employment  agreement  relating to future
employment  would  not  apply.  Additionally,  in the  event  that  the  Company
terminates the employment of either of Ms. Truett or Mr. Lancit,  other than for
cause,  within one year  following a change in control,  Ms.  Truett  and/or Mr.
Lancit,  as the case may be, would  receive a lump-sum  payment in the amount of
the  greater  of (i) her or his then  existing  annual  base  salary or (ii) the
balance of her or his base salary due for the remaining  term of the  employment
agreement.

      In September  1997,  the Company and Noel Resnick  executed an  employment
agreement,  covering the term from  February 16, 1996 to February 16, 1998.  The
agreement  provides  for an annual base salary of $125,000 in the first year and
at least  $130,000 in the second year. Ms. Resnick is eligible to participate in
the Bonus Plan.


3. The  Registrant  hereby  deletes  the  table  set  forth  under  the  caption
"Option/SAR  Grants in Last  Fiscal  Year" in Item 11 of the  Annual  Report and
replaces such table in its entirety as follows:

                 OPTION/SAR GRANTS IN LAST FISCAL YEAR
                          (Individual Grants)


                                               Potential Realizable Value at
                    Individual Grants             Assumed Annual Rates of
                                               Stock Price Appreciation for
                                                      Option Term(5)





          Number of      % of
          Securities     Total
          Underlying    Options/
           Options/       SARs     Exercise
            SARs         Granted      or    Expiration
 Name      Granted          to       Base      Date      0%($)  5%($)  10%($)
            (#)(1)     Employees   Price
                            in     ($/Sh)(1)
                          Fiscal
                          Year(4)

Susan L.   495,000(2),(9)  41.8%   3.15625   03-31-07     -  1,296,745 5,921,282
Solomon,   255,000(8),(10) 21.6%   3.15625   03-31-07(6)  -    668,020 3,050,358
Chief      255,000(3),(11) 21.6%   3.15625   03-31-07(7)  -    668,020 3,050,358
Executive
Officer
and
Chairman
of the
Board*

Cecily
Truett,     45,000(3),(12)  3.8%   3.15625   06-20-07     -    117,886   538,298
Co-President**

Laurence
A. Lancit,  45,000(3),(12)  3.8%   3.15625   06-20-07     -    117,886   538,298
Co-President***

Arlene J.
Scanlan,    15,000(2),(13)  1.3%   3.15625   12-23-97(13) -     39,295   179,432
President,
The
Strategy
Licensing
Company,
Inc.****

Noel
Resnick,    33,000(2),(14)  2.8%   3.15625   06-20-07     -     86,450   394,752
Senior
Vice
President-Development

*   Became Chief Executive Officer and Chairman of the Board commencing April 1,
    1997.
**  Was Chief  Executive  Officer and  Chairman of the Board  through  March 31,
    1997.
*** Was President and Chief Operating Officer through March 31, 1997.
****Terminated, effective September 23, 1997.
(1) All options  listed were  granted  pursuant to either the 1990 Plan
    or the 1997 Plan,  as indicated.  Stock  appreciation  rights  ("SARs") were
    granted under the  Company's  1997 Value  Incentive  Bonus  Program.  Option
    exercise  prices and SAR  measuring  values were equal to the average of the
    last bid and the last ask prices of the  Company's  Common Stock as reported
    on NASDAQ on the date of grant.
(2) Granted pursuant to the 1990 Plan. Stock options granted under the 1990 Plan
    are  generally  exercisable  for a period of up to 10 years from the date of
    grant at an exercise  price which is not less than the fair market  value of
    the  Common  Stock  on the  date of the  grant,  except  that the term of an
    incentive  stock option granted under the 1990 Plan to a shareholder  owning
    more than 10% of the outstanding  Common Stock of the Company may not exceed
    five  years  and its  exercise  price  may not be less than 110% of the fair
    market  value of the Common  Stock on the date of the grant.  Stock  options
    granted  under  the  1990  Plan  generally  vest  on  or  before  the  first
    anniversary  of the date of grant.  The 1990 Plan  provides for  accelerated
    vesting upon the occurrence of certain  transactions  which would  otherwise
    cause such options to be extinguished.
(3) Granted pursuant to the 1997 Plan. Stock options granted under the 1997 Plan
    are  generally  exercisable  for a period of up to 10 years from the date of
    grant at an exercise  price which is not less than the fair market  value of
    the Company's Common Stock on the date of grant. Stock options granted under
    the 1997 Plan generally vest on or before the first  anniversary of the date
    of  grant.  Options  granted  under the 1997 Plan  provide  for  accelerated
    vesting upon the occurrence of certain  transactions  which would  otherwise
    extinguish  such  options.  The 1997  Plan is  subject  to  approval  by the
    Company's shareholders.
(4) Based on the total number of stock options and SARs granted to all employees
    and  directors of the Company under the  Company's  various stock  incentive
    plans  during the fiscal year ended June 30,  1997,  or a total of 1,182,350
    rights.  Excludes (i) 255,000 rights granted to Ms.  Solomon,  as either the
    255,000  SARs or the 1997 Plan  Option will be canceled on or prior to March
    31, 1998 (see Notes 6 and 7 below) and (ii)  700,000 SARs which were granted
    to Ms. Solomon on March 31, 1997 and were canceled on June 20, 1997.
(5) The dollar amounts shown under these columns are the results of calculations
    at 0% and at the 5% and 10% rates set by the SEC for the maximum option term
    and are not intended to, and may not  accurately,  forecast  possible future
    appreciation, if any, in the price of the Company's Common Stock.
(6) Subject to  cancellation  if either the 1997 Plan Option or the 1997 Plan is
    approved by the shareholders of the Company on or prior to March 31, 1998.
(7) Subject  to  cancellation  if the 1997  Plan  Option or the 1997 Plan is not
    approved by the shareholders of the Company on or prior to March 31, 1998.
(8) SARs granted  pursuant to the Company's 1997 Value  Incentive  Bonus Program
    (as amended,  the  "Program").  SARs granted under the Program are generally
    convertible  for a  period  of up to 10  years  from  the date of grant at a
    measuring price equal to the fair market value of the Company's Common Stock
    on the date of grant.
 (9)Options  become  exercisable on the earlier to occur of (i) October 1, 1997,
    or (ii) a change in  control  of the  Company.  Options  granted  in partial
    replacement of the cancellation of 700,000 SARs (see Note 10 below).
(10)SARs become payable upon  conversion in cash or common stock,  at the option
    of the  Company,  upon the  earliest  to occur  of (i) a  meeting,  which is
    required  to be held no later than March 31,  1998,  at which the  Company's
    shareholders  decline  to  approve  or ratify the 1997 Plan or the 1997 Plan
    Option,  (ii) March 31,  1998,  or (iii) a change in control of the Company.
    Upon approval or  ratification  by the  shareholders  on or before March 31,
    1998 of  either  the 1997  Plan or the 1997 Plan  Option,  the SARs  granted
    pursuant to the Program  will be  canceled.  SARs remain  convertible  until
    March 31, 2007, unless earlier canceled in accordance with their terms. Does
    not include 700,000 SARs which were granted to Ms. Solomon on March 31, 1997
    and canceled on June 20, 1997
(11)Options  become  exercisable on the later to occur of (i) October 1, 1997 or
    (ii) the date the 1997 Plan or the 1997 Plan  Option is approved or ratified
    by the  Company's  shareholders  at the meeting  described in Note 10 above;
    provided  that if the 1997 Plan Option or the 1997 Plan has been approved or
    ratified by the  Company's  shareholders  and if the 1997 Plan Option is not
    already exercisable in accordance with its terms, the 1997 Plan Option would
    become exercisable upon a change in control of the Company.
(12)22,500 options became exercisable on the date of grant; the remaining 22,500
    options become exercisable on June 20, 1998.
(13)Granted in connection with the Company's stock option "rejuvenation" program
    (the  "Rejuvenation"),  pursuant  to which  each  employee  of the  Company,
    including executive officers,  could elect to forfeit the stock options held
    by him or her which were  previously  granted  pursuant to the 1990 Plan, in
    exchange  for an option to purchase  one-half the number of shares of Common
    Stock of the Company as was represented by the options so forfeited. In each
    instance,  the vesting schedule of the forfeited option was retained,  but a
    new exercise  price equal to the fair market value of the  Company's  Common
    Stock on June 20, 1997 and a new  expiration  date of 10 years from June 20,
    1997 was assigned.  Options became  exercisable on the date of grant. Due to
    Ms.  Scanlan's  termination  of  employment,  these  options  will expire on
    December 23, 1997.
(14)Granted pursuant to the Rejuvenation.  15,000 options became  exercisable on
    the date of grant;  7,500 become  exercisable  on February  15, 1998;  3,500
    options  become  exercisable  on the  earlier  to occur  of (i) the  Company
    meeting certain  performance  goals or (ii) January 17, 2006;  7,500 options
    become  exercisable  on the  earlier  to  occur of (i) the  Company  meeting
    certain performance goals or (ii) February 9, 2007.

4. The  Registrant  hereby deletes the  information  set forth under the caption
"Compensation  of  Directors"  in Item 11 of the Annual Report and replaces such
information in its entirety as follows:

      Directors  who are not also  employed  by the  Company  presently  receive
$1,500 semi-annually, as compensation for serving on the Board.

      In addition,  in December 1994, the Company adopted the 1994  Non-Employee
Director   Non-Qualified  Stock  Option  Plan  (as  amended,  the  "1994  Plan")
authorizing  the issuance of options for the purchase of a total of up to 45,000
shares of the Company's Common Stock. Only non-employee directors of the Company
are eligible to  participate  in the 1994 Plan. The 1994 Plan provides that each
non-employee  director shall be granted  options to purchase 3,000 shares of the
Company's Common Stock on the day of his or her initial appointment to the Board
of Directors and annually  thereafter on the day of his or her re-election.  The
exercise price per share for each option granted is the fair market value of the
Company's Common Stock on the date of grant.  Each option is exercisable in full
one year from the date of grant and  expires  no later  than ten (10) years from
the date of grant.  The 1994 Plan  provides  for  accelerated  vesting  upon the
occurrence of certain  transactions  which would otherwise cause such options to
be extinguished.

      In addition to the options  automatically  granted under the 1994 Plan, on
June 20,  1997,  each of Messrs.  Bailin,  Costantino,  Faxon,  Kling and Towbin
received an option to purchase 5,000 shares of the Company's  Common Stock at an
exercise price of $3.15625 under the Company's 1997 Plan, subject to approval of
the 1997 Plan by the Company's shareholders.  Each option becomes exercisable in
full one year from the date of grant and  expires  no later  than ten (10) years
from the  date of  grant.  Options  granted  under  the 1997  Plan  provide  for
accelerated  vesting upon the  occurrence  of certain  transactions  which would
otherwise cause such options to be extinguished.

      Upon Mr. Towbin's resignation on October 16, 1997, the options
granted to him under each of the 1994 Plan and the 1997 Plan was
canceled.

<PAGE>


5. The Registrant hereby deletes the table set forth under the caption "Security
Ownership"  in Item 12 of the  Annual  Report  and  replaces  such  table in its
entirety as follows:

                               SECURITY OWNERSHIP
                                                                   Percent
                                             Amount and Nature     of Class
                                               of Beneficial         (%)
                                                 Ownership
Name and Address of Beneficial Owners

Discovery Communications, Inc.
7700 Wisconsin Avenue
Bethesda, Maryland
20814.......................................      876,232.(1)        12.4%

Directors and Executive Officers (2)

Laurence A. Lancit..........................      575,613 (3)         8.6%

Cecily Truett...............................      575,613 (3)         8.6%

Susan L. Solomon............................      495,000 (4)         6.9%

Arlene J. Scanlan**.........................       55,000 (5)            *

Noel Resnick................................       15,000 (6)            *

John R. Costantino..........................       29,400 (7)            *

Marc L. Bailin..............................       27,000 (8)            *

Joseph Kling................................        8,000 (9)            *

Roger C. Faxon..............................        2,000(10)            *

A. Robert Towbin***.........................           - (11)            *

All Directors and Executive Officers as a
Group (16 persons)..........................    1,876,906(12)        25.4%

*     Less than 1%.
**    Terminated, effective September 23, 1997.
***   Resigned, effective October 16, 1997.
 (1)  Includes 438,116 shares which Discovery Communications, Inc. has the right
      to acquire  upon the  exercise  of  currently  exercisable  warrants.  The
      foregoing  information  is derived  from the  Statement on Schedule 13D of
      Discovery Communications, Inc., filed with the SEC on September 27, 1996.
(2)   The address for each of the directors and executive officers is c/o Lancit
      Media Entertainment, Ltd., 601 West 50th Street, New
      York, New York 10019.
(3)   Laurence A. Lancit and Cecily  Truett are husband and wife.  The number of
      shares shown for each of them includes (i) 553,113  shares of Common Stock
      held by each of them individually,  and (ii) 22,500 shares of Common Stock
      which are the subject of currently  exercisable stock options.  The number
      of  shares  shown  for  each of them  excludes  (i)  2,932  held by  their
      children,  as to which each disclaims  beneficial  ownership,  (ii) 40,080
      shares held by a trust for the benefit of their children, as to which each
      disclaims beneficial  ownership,  and (iii) 553,113 shares of Common Stock
      held by the other, as to which each disclaims  beneficial  ownership,  and
      (iv) 22,500  shares of Common Stock which are the subject of options which
      are not currently  exercisable and will not become  exercisable  within 60
      days.
(4)   Includes  495,000  shares which are the subject of options  granted to Ms.
      Solomon which are currently exercisable. Excludes (i) 255,000 shares which
      are the subject of options  granted to Ms. Solomon which are not currently
      exercisable and will not become exercisable within 60 days and are subject
      to ratification by the Company's  shareholders,  and (ii) any shares which
      may be issuable,  at the option of the  Company,  upon the  conversion  of
      certain currently convertible stock appreciation rights which were granted
      to Ms. Solomon.
(5)   Includes  15,000  shares of Common  Stock which are the subject of options
      granted  to  Ms.  Scanlan  which  are  currently  exercisable.  Due to Ms.
      Scanlan's  termination  of employment on September 23, 1997,  unless these
      options are earlier  exercised,  these options will  terminate on December
      23, 1997.
(6)   Includes  15,000  shares of Common  Stock which are the subject of options
      granted to Ms. Resnick which are currently  exercisable.  Excludes  18,000
      shares of Common  Stock  which are the  subject of options  granted to Ms.
      Resnick  which  are  not  currently   exercisable   and  will  not  become
      exercisable within 60 days.
(7)   Includes  (i) 13,400  shares  which  Walden  Partners  Ltd.,  of which Mr.
      Costantino is a vice president,  director and principal,  has the right to
      acquire upon the exercise of currently exercisable stock options, and (ii)
      6,000  shares  which  Mr.  Costantino  has the right to  acquire  upon the
      exercise of currently exercisable stock options.  Excludes 8,000 shares of
      Common  Stock which are the subject of options  granted to Mr.  Costantino
      which are not currently exercisable and will not become exercisable within
      60 days.
(8)   Includes  6,000 shares which Mr.  Bailin has the right to acquire upon the
      exercise of  currently  exercisable  stock  options.  Excludes  (i) 15,000
      shares owned by Marie Valdes, M.D., wife of Mr. Bailin, as to which shares
      Mr. Bailin  disclaims any  beneficial  interest,  and (ii) 8,000 shares of
      Common Stock which are the subject of options  granted to Mr. Bailin which
      are not currently  exercisable and will not become  exercisable  within 60
      days.
(9)   Includes  6,000  shares of Common  Stock which Mr.  Kling has the right to
      acquire upon the exercise of currently exercisable stock options. Excludes
      8,000 shares of Common  Stock which are the subject of options  granted to
      Mr.  Kling  which  are not  currently  exercisable  and  will  not  become
      exercisable within 60 days.
(10)  Excludes  8,000  shares of Common  Stock  which are the subject of options
      granted to Mr.  Faxon  which are not  currently  exercisable  and will not
      become exercisable within 60 days.
(11)  Excludes  8,000  shares of Common  Stock  which are the subject of options
      granted to Mr.  Towbin which are not  currently  exercisable  and will not
      become  exercisable  within  60 days.  Upon Mr.  Towbin's  resignation  on
      October 16, 1997, these options were canceled.
(12)  Includes  an  aggregate  of  733,400  shares  of  Common  Stock  which the
      executive  officers  and  directors  have the  right to  acquire  upon the
      exercise of currently  exercisable  stock  options or stock  options which
      become exercisable within 60 days, including 15,000 shares of Common Stock
      subject  to  stock  options  held by Ms.  Scanlan,  whose  employment  was
      terminated  effective September 23, 1997. Excludes an aggregate of 888,500
      shares which are the subject of options granted to the executive  officers
      and  directors  which are not  currently  exercisable  and will not become
      exercisable within 60 days, including 8,000 shares of Common Stock subject
      to stock options held by Mr. Towbin which were subsequently canceled.



6. The Registrant hereby amends the list of exhibits set forth in Item 14(a)(3)
of the  Annual  Report  to  include  the  following  additional  exhibit,  filed
herewith:

10.21     Amendment  No. 2, dated as of December  17,  1997,  to the  Employment
          Agreement,  dated as of March 31,  1997,  between the  Registrant  and
          Susan Solomon (filed herewith)

<PAGE>

                             SIGNATURES

   Pursuant  to the  requirements  of  Section  13 or  15(d)  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.

Dated:  December 19, 1997
                                       LANCIT MEDIA ENTERTAINMENT, LTD.

                             By: /s/ GARY APPELBAUM
                                 ----------------------
                                     Gary Appelbaum
                                     Senior Vice President, Chief
                                     Financial Officer and Treasurer

   Pursuant to the  requirements  of the Securities  Exchange Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant in the capacities and on the date indicated.

        Name                     Title(s)                   Date
----------------------  ----------------------------  ------------------
                        Chairman of the Board,
                        Chief Executive Officer
 /s/ SUSAN L. SOLOMON   and Director                  December 19, 1997
 ---------------------- (Principal Executive
    Susan L. Solomon    Officer)


 /s/ LAURENCE A. LANCIT Co-President and Director     December 19, 1997
 ----------------------
    Laurence A. Lancit

 /s/ CECILY TRUETT      Co-President and Director     December 19, 1997
 ----------------------
    Cecily Truett

                        Senior Vice President,        December 19, 1997
                        Chief Financial Officer
 /s/ GARY APPELBAUM     and Treasurer (Principal
 ---------------------- Financial and Accounting
    Gary Appelbaum      Officer)


 /s/ MARC L. BAILIN     Secretary and Director        December 19, 1997
 ----------------------
    Marc L. Bailin

                        Director                      
 ----------------------
    Joseph Kling

 /s/ JOHN R. COSTANTINO Director                      December 19, 1997
 ----------------------
    John R. Costantino

                        Director                      
----------------------
    Roger C. Faxon