SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

             [ X ] Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                  for the Quarterly Period Ended March 31, 1999
                                       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 0-19407

                         LASER-PACIFIC MEDIA CORPORATION
             (Exact name of registrant as specified in its charter)

                               Delaware 95-3824617
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

   809 N. Cahuenga Blvd. Hollywood, California 90038 (323) 462-6266 (Address,
   including zip code and telephone number, including area code of principal
                               executive offices)

     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

     The number of shares  outstanding  of each of the  registrant's  classes of
common stock, as of May 1, 1999 was 7,360,475 shares of Common Stock, $.0001 par
value.
 

                        LASER-PACIFIC MEDIA CORPORATION
                                AND SUBSIDIARIES

                                Table of Contents

                                                                           Page

Part I - Financial Information

Item 1. Condensed Consolidated Financial Statements                          3

      Condensed Consolidated Balance Sheets                                  3
      Condensed Consolidated Statements of Operations                        4
      Condensed Consolidated Statements of Cash Flows                        5
      Notes to Condensed Consolidated Financial Statements                   6

Item 2. Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                           8

Part II - Other Information

      Signatures                                                            11


<PAGE>

                         LASER-PACIFIC MEDIA CORPORATION
                                AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets

 
<TABLE>
<CAPTION>
 
                                                   (Audited) (Unaudited)
                                                                                      December 31,         March 31
                                                                                          1998               1999

                                                                                   ---------------     --------------
<S>                                                                                       <C>                <C>    
Assets
Current assets                                                                   $
   Cash                                                                                   1,159,206          3,343,080
   Receivables net of allowance for doubtful accounts                                     4,747,143          4,043,431
   Other current Assets                                                                     747,886            725,493
                                                                                     ---------------     --------------

     Total Current Assets                                                                 6,654,235          8,112,004

Net property and equipment                                                               13,219,739         12,733,442
Other assets                                                                                352,325            278,531

                                                                                     ---------------     --------------
   Total Assets                                                                  $       20,226,299         21,123,977
                                                                                     ===============     ==============

Liabilities and Stockholders' Equity
Current liabilities
   Current installments of notes payable to bank and long-term debt              $        2,462,324          2,500,225
   Other current liabilities                                                              1,423,199          1,814,762
                                                                                     ---------------     --------------

     Total Current Liabilities                                                            3,885,523          4,314,987

Notes payable to bank and long-term debt, less current installments                       7,628,588          6,918,873

Stockholders' equity:
Common stock, $.0001 par value.  Authorized 25,000,000 shares; issued and
   outstanding  7,222,575  shares at December  31, 1998 and  7,323,175 at March                 722                732
   31, 1999,
Additional paid-in capital                                                               19,792,737         19,815,321
Accumulated deficit                                                                    (11,081,271)        (9,925,936)
                                                                                     ---------------     --------------

   Net stockholders' equity                                                               8,712,188          9,890,117
                                                                                     ---------------     --------------

   Total Liabilities and Stockholders' Equity                                     $      20,226,299         21,123,977
                                                                                     ===============     ==============
</TABLE>




     See accompanying notes to condensed consolidated financial statements.

<PAGE>


                         LASER-PACIFIC MEDIA CORPORATION
                                AND SUBSIDIARIES
           Condensed Consolidated Statements of Operations (Unaudited)


<TABLE>
<CAPTION>


                                                                                            Three Months Ended
                                                                                                March 31,
                                                                                    -----------------------------------
                                                                                         1998               1999
                                                                                    ---------------    ----------------
<S>                                                                                      <C>                 <C>    

     Revenues                                                                  $         8,051,851           7,941,609
     Operating costs                                                                     5,927,686           5,416,689
                                                                                    ---------------    ----------------
           Gross profit                                                                  2,124,165           2,524,920
     Selling, general and administrative
         and other expenses                                                              1,201,341           1,057,877
                                                                                    ---------------    ----------------
           Income from operations                                                          922,824           1,467,043

     Interest expense                                                                      377,322             300,284
     Other income                                                                           25,794              23,476
                                                                                    ---------------    ----------------
           Income before income taxes                                                      571,296           1,190,235

     Provision for income taxes                                                             16,000              34,900
                                                                                    ---------------    ----------------
           Net income                                                          $           555,296           1,155,335
                                                                                    ===============    ================


     Earning per share
         Net income per basic share                                              $            0.08                0.16
                                                                                    ===============    ================

         Net income per diluted share                                                         0.07                0.15
                                                                                    ===============    ================

     Weighted average shares outstanding (basic)                                         7,128,172           7,167,296
                                                                                    ===============    ================

     Weighted average shares outstanding (diluted)                                       7,510,300           7,809,066
                                                                                    ===============    ================

</TABLE>


   See accompanying notes to the condensed consolidated financial statements.
<PAGE>


                         LASER-PACIFIC MEDIA CORPORATION
                                AND SUBSIDIARIES
           Condensed Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>

                                                                                      Three Months Ended
                                                                                           March 31,
                                                                           ------------------------------------------
                                                                                  1998                   1999
                                                                           -------------------    -------------------
<S>                                                                                 <C>                    <C>

      Cash flows from operating activities
        Net income                                                     $              555,296              1,155,335
        Adjustments to reconcile net income to net cash
          provided by operating activities:
            Depreciation and amortization                                           1,024,498                694,043
            Gain on sale of Property and equipment                                   (41,671)                (1,600)
            Provision for doubtful accounts receivable                                 66,971                 78,737
            Change in assets and liabilities:
               (Increase) decrease in:
                Accounts receivable                                                   439,604                624,975
                Inventory                                                                 558                (3,983)
                Prepaid expenses and other current assets                              53,919                 26,376
                Other assets                                                           83,278                 73,793
              Increase in:
                Accounts payable and accrued expenses                                 412,051                391,564
                                                                           -------------------    -------------------
      Net cash provided by operating activities                                     2,594,504              3,039,240
                                                                           ===================    ===================

      Cash flows from investing activities:
        Purchases of property and equipment                                         (775,700)              (207,746)
        Net proceeds from disposal of property and equipment                           46,457                  1,600
                                                                           -------------------    -------------------
                Net cash used in investing activities                               (729,243)              (206,146)
                                                                           ===================    ===================

      Cash flows from financing activities :
        Net (repayment) borrowings of notes payable to bank and                   (1,638,896)              (671,814)
        long-term debt
         Repayments of notes payable to related parties                             (400,000)                      -
        Proceeds from issuance of common stock                                              -                 22,594
                                                                           -------------------    -------------------
                Net cash used in financing activities                             (2,038,896)              (649,220)
                                                                           ===================    ===================

                Net increase (decrease) in cash                                     (173,635)              2,183,874
      Cash at beginning of period                                                     367,363              1,159,206
                                                                           -------------------    -------------------
      Cash at end of period                                            $              193,728              3,343,080
                                                                           ===================    ===================

      Supplementary disclosure of cash flow information:
        Cash paid during the period for interest                       $              377,322                300,284
                                                                           ===================    ===================
</TABLE>


     See accompanying notes to condensed consolidated financial statements.

<PAGE>

                         LASER-PACIFIC MEDIA CORPORATION

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)



(1)      Basis of Presentation
 
     In  the  opinion  of  management,   the  accompanying  unaudited  condensed
consolidated financial statements contain all adjustments  (consisting of normal
recurring  items)  necessary  to  present  fairly  the  financial   position  of
Laser-Pacific Media Corporation ("the Company") and its subsidiaries as of March
31, 1999 and December 31, 1998;  the results of  operations  for the three month
periods ended March 31, 1998 and 1999;  and the statements of cash flows for the
three month  periods  ended March 31, 1998 and 1999.  Included in the  Condensed
Consolidated  Financial  Statements  for March 31,  1998 is the  activity of the
Company's  consolidated  subsidiary,  Pacific Video Canada, Ltd. ("PVC").  PVC's
fiscal year ends October 31,  therefore,  the results of operations  include the
three month period ended January 31, 1998. On May 15, 1998, the Company sold all
of its investment in PVC. Accordingly,  revenue and expense of PVC through March
31, 1998 are  included in the results of  operations  for the period ended March
31, 1998, but are not included in the results of operations for the period ended
March 31, 1999. The Company's  business is subject to the prime time  television
industry's  typical   seasonality.   Historically,   revenues  and  income  from
operations  have  been  highest  during  the  first and  fourth  quarters,  when
production  of television  programs and demand for the Company's  services is at
its  highest.  The net  income  or loss of any  interim  quarter  is  seasonally
disproportionate  to  revenues  because  selling,   general  and  administrative
expenses and certain operating  expenses remain  relatively  constant during the
year.  Therefore,  interim  results are not indicative of results to be expected
for the entire fiscal year.

     Certain  prior year  balances  have been  reclassified  to conform with the
current year's presentation.

     In accordance with the directives of the Securities and Exchange Commission
under Rule 10-01 of  Regulation  S-X, the  accompanying  consolidated  financial
statements  and  footnotes  have  been  condensed  and  do not  contain  certain
information  included in the Company's annual consolidated  financial statements
and notes thereto.

(2)      Income per Share
 
     Net income per basic and diluted shares are based upon the weighted average
number of common shares outstanding.  Diluted shares outstanding  represents the
total of common shares  outstanding  as well as those options and warrants where
the exercise price was below the average  closing stock price during the quarter
ended March 31, 1998 and 1999.

(3)      Income Taxes

     At March 31, 1999,  federal  income tax expense of $24,000 and state income
tax expense of $11,000 was  recognized  after the  application  of net operating
loss carry forwards. Income tax expense for the quarter ended March 31, 1999 was
computed  using the estimated  effective tax rate to apply for all of 1999 after
considering the impact of net operating loss carryforwards.

<PAGE>

                         LASER-PACIFIC MEDIA CORPORATION

        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

(4)      Earnings per share

     Basic EPS is  computed  as net  earnings  divided  by the  weighted-average
number of common  shares  outstanding  for the period.  Diluted EPS reflects the
potential  dilution  that  could  occur  from  common  shares  issuable  through
stock-based compensation plans including stock options, restricted stock awards,
warrants and other convertible  securities using the treasury stock method.  The
following summarizes the computation of Basic EPS and Diluted EPS:

   

                                                       Three Months ended
                                                  3/31/98               3/31/99
                                                  -----------------------------
     Net Earnings                         $       555,296             1,155,335

     Shares:
     Weighted Average Common Shares             7,128,172             7,167,296
     Dilutive Stock Options and Warrants          383,128               641,770
     Dilutive Potential Common Shares           7,511,300             7,809,066

     Earnings Per Share:
     Basic                                $          0.08                  0.16
     Diluted                              $          0.07                  0.15


(5)      Sale of Pacific Video Canada Ltd.

     On May 15, 1998 the Company  sold all of its  investment  in PVC to Command
Post and  Transfer  Corporation.  The Company  realized  cash  consideration  of
$3,810,000 and a gain on sale of $874,000, net of applicable taxes.

     The statement of operations of Pacific Video Canada,  Ltd.  presented below
reflect  the amounts  attributable  to PVC which are  included in the  condensed
consolidated  financial  statements of Laser-Pacific Media Corp. as of March 31,
1998.

 
                           PACIFIC VIDEO CANADA, Ltd.
                        Condensed Statement of Operations


                                                                              
                                                          Three Months Ended
                                                            March 31, 1998
                                                     --------------------------
          Sales                                      $            1,249,905
          Direct expenses                                           906,982
                                                     --------------------------
                   Gross Profit                                     342,923

          SG&A expenses                                             273,111
                                                     --------------------------
                   Earnings from Operations                          69,812

          Interest and Other expenses                                34,538
                                                     --------------------------
                   Earnings before income taxes                      35,274

          Income taxes                                               16,226
                                                     --------------------------
                   Net earnings                      $               19,048
                                                     ==========================

<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

Results of Operations

     Revenues for the quarter ended March 31, 1999 decreased to $7,942,000  from
$8,052,000  for the same period last year,  a decrease of $110,000 or 1.4%.  The
decline in revenues for the quarter is  attributable  to the  elimination of the
revenue  from  International  Operations  which is the result of the sale of our
Canadian  subsidiary  Pacific  Video  Canada  Ltd.  (PVC) on May 15,  1998  (see
footnote  5).  All  of  the  Laser   Pacific's   International   Operations  are
attributable  to PVC which  represented  $1,250,000  in revenues  for the period
ended March 31, 1998.  The revenues for the quarter  ended March 31, 1999 at the
Company's U.S.  facilities  increased  $1,140,000 or 16.8% versus the last year.
The  increase in  revenues at U.S.  facilities  is  comprised  of an increase of
$1,052,000 in Production  Services,  an increase of $125,000 in Film  Production
Services and a decrease of $37,000 in Post  Production  Services.  The Company's
Production  Services  business has  declined  over the last four years and is no
longer  material to the Company's  sales or operating  profits.  The increase in
revenues at our U.S. Facilities from Post-Production Services is attributable to
increased  demand for the  Company's  services  with  significant  increases  in
digital compression  services;  including digital video discs, and revenues from
feature film  mastering,  a service the Company began offering in November 1997.
The increase in revenues from Digital  Compression  services and the  additional
revenue from High-Definition services amounted to $666,000 for the period.

     For the quarter ended March 31, 1999 the Company recorded a gross profit of
$2,525,000  compared to a gross  profit of  $2,124,000  for the same period last
year,  an increase of $401,000 or 18.9%.  For the period  ended March 31,  1998,
gross profit from domestic  operations was $1,781,000.  The over all increase in
gross  profit  was  offset  by a  decline  in gross  profit  from  International
Operations  which is the  result of the sale of PVC.  The gross  profit  for the
three months ended March 31, 1999 at the  Company's  U.S.  facilities  increased
$744,000 or 41.8%  versus the year-ago  period.  The increase in gross profit at
U.S. facilities is the result of increased sales volume at our U.S.  facilities,
discussed above, offset by increased operating costs at our U.S. facilities,  as
explained below.

     Operating costs for the quarter ended March 31, 1999 were $5,417,000 versus
$5,928,000 for the same period last year, a decrease of $511,000 or 8.6%.  There
was an increase in operating costs at our U.S.  facilities which was offset by a
decline in operating costs from International  Operations which is the result of
the sale of PVC. The  operating  costs for the three months ended March 31, 1999
at the  Company's  U.S.  facilities  increased  $396,000 or 7.9% versus the same
period last year.  The increase in  operating  costs from our US  operations  is
attributable  primarily  to an increase  in labor  costs of $499,000  which is a
result of the increased level of sales. These increases were partially offset by
a  reduction  in  depreciation  expense  of  $154,000.  Operating  costs,  as  a
percentage of revenues of our U.S.  Operations  for the three months ended March
31, 1999 were 68.2% compared with 73.8% for the same year-ago period.
 
     Selling,  General and  Administrative  (SG&A) expenses for the three months
ended March 31, 1999 were  $1,058,000 as compared to $1,201,000  during the same
year-ago period, a decrease of $143,000 or 11.9%.  There was an increase in SG&A
of $130,000 at our U.S.  facilities offset by a decline of $273,000 in SG&A from
international  operations,  as a result of the sale of PVC. The increase in SG&A
at the U.S.  facilities is attributable to increases in advertising,  promotion,
repairs, maintenance and taxes, offset by lower insurance costs and professional
fees.

     Interest  expense for the three  months  ended March 31, 1999 was  $300,000
compared  to $377,000  for the same  year-ago  period,  a decrease of $77,000 or
20.4%. The decrease in interest  expense is the result of reduced  borrowing and
lower interest rates.  Interest expense  decreased  $43,000 in the U.S or 12.4%.
Total U.S. debt was reduced  significantly  after May 15, 1998 with the proceeds
from the sale of PVC.

     Depreciation expense for the three months ended March 31, 1999 was $694,000
compared to $1,024,000 for the same period last year, a reduction of $330,000 or
32.2%.  The depreciation  expense  reductions were the result of the sale of PVC
(discussed  above),  and the company acquiring less equipment than the amount of
equipment that became fully depreciated  during the three months ended March 31,
1999.  The  decrease in  depreciation  expense in the U.S.  was $154,000 for the
period.


Liquidity and Capital Resources

     Improved  operating results and the sale of Pacific Video Canada had a very
positive  effect on the  liquidity  and capital  resources of the  company.  The
improved  operating results and the cash generated enabled the company to reduce
debt,  borrow at better  terms and increase  availability  under  existing  loan
agreements.

     The Company and its  subsidiaries are operating under a loan agreement with
The CIT  Group/Credit  Finance  which has been amended and extended to August 3,
2001.  The maximum  credit under the  agreement is $9 million.  The amended loan
agreement  provides for  borrowings  of up to $5.4  million  under the term loan
(limited to 100% of eligible  equipment  appraisal value) and $3.6 million under
the  revolving  loan  (limited  to  85% of  eligible  accounts  receivable.  The
outstanding  balance of the term loan was  $3,160,000  at March 31, 1999.  It is
payable in monthly installments of $81,000 plus interest at 10.5% through August
3, 2003.  Principal  payments  are not  required  in June,  July or August.  The
revolving loan had an outstanding balance of $0 at March 31, 1999. The revolving
loan  bears  interest  at prime plus 1.5%,  which is payable  monthly.  The loan
agreement  contains  automatic  renewal  provisions for successive  terms of two
years thereafter  unless terminated as of August 3, 2001 or as of the end of any
renewal  term by either  party by giving the other party at least 60 day written
notice.

     The Company's principal source of funds is cash generated by operations. On
an  annual  basis,   the  Company   anticipates  that  existing  cash  balances,
availability  under existing loan  agreements and cash generated from operations
will be  sufficient to service  existing debt and to meet the Company's  capital
requirements for fiscal 1999. Management is of the opinion that the Company will
be able to meet its  obligations  on a timely basis.  There is no assurance that
management's plan will be achieved.

     Forward looking statements and comments in this document relating to, among
other  things,  the prospects  for the Company to achieve  growth in sales,  the
ability to reduce overhead,  and ability to achieve positive  operating results,
are   necessarily   subject  to  risks  and   uncertainties.   These  risks  and
uncertainties  are  significant in scope and nature,  including risks related to
competition, continuation of sales levels and in particular the risks related to
the cost and availability of capital.

Item 1.  Submissions of Matters to a Vote of Security Holders

     No matters were  submitted to a vote of security  holders  during the first
quarter of 1999.

Item 2.  Exhibits and Reports on Form 8-K

 

                                  Signatures



                         LASER-PACIFIC MEDIA CORPORATION
 
                                  (Registrant)


          Dated:  May 5, 1999                  /s/  James R. Parks 
                                                    James R. Parks
                                                    Chairman of the Board
                                                    and Chief Executive Officer



 

          Dated:  May 5, 1999                  /s/ Robert McClain
                                                   Robert McClain
                                                   Secretary and Chief 
                                                   Financial Officer
 
                                                  (Principal Financial and
                                                   Accounting Officer)