SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                Quarterly Report Pursuant to Section 13 or 15(d)
       X             of the Securities Exchange Act of 1934
                  for the Quarterly Period Ended March 31, 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 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
                                  (213) 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 6, 1997 was  7,128,172 shares of Common Stock, $.0001
par value.



<PAGE>


                         LASER-PACIFIC MEDIA CORPORATION
                                AND SUBSIDIARIES

                                Table of Contents

                                                                         Page

Part I - Financial Information

Item 1.  Condensed Consolidated Financial Statements . . . . . . . . . . . .1

         Condensed Consolidated Balance Sheets . . . . . . . . . . . . . . .1
         Condensed Consolidated Statements of Operations . . . . . . . . . .2
         Condensed Consolidated Statements of Cash Flows . . . . . . . . . .3
         Notes to Condensed Consolidated Financial Statements. . . . . . . .4

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations  . . . . . . . . . . . . . . . . . . . . . . . . .5

Part II - Other Information

Signatures   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7



<PAGE>



                         LASER-PACIFIC MEDIA CORPORATION
                                AND SUBSIDIARIES
                Condensed Consolidated Balance Sheets (Unaudited)


                                              December 31,          March 31,
                                                  1996                1997
                                            ----------------    ---------------


Assets
Current  assets . . . . . . . . . . . . .      $5,278,786          $5,222,478
Net  property  and  equipment . . . . . .      17,233,085          16,399,312
Other  assets . . . . . . . . . . . . . .         650,580             661,042

                                           ================    ================
                                              $23,162,451         $22,282,832
                                           ================    ================

Liabilities and Stockholders' Equity
Current  liabilities. . . . . . . . . . .     $ 7,777,226         $ 7,579,981
Notes payable to bank and long-term debt,
 less current  installments . . . . . . .       7,958,554           7,262,752
Minority interest in consolidated
 subsidiary . . . . . . . . . . . . . . .       1,325,893           1,299,820

Stockholders' equity:
Common stock, $.0001 par value. Authorized
 25,000,000 shares; issued and outstanding
 7,128,172  shares. . . . . . . . . . . .             713                 713
Additional  paid-in  capital. . . . . . .      19,753,690          19,753,690
Accumulated  deficit. . . . . . . . . . .     (13,653,625)        (13,614,124)
                                           ----------------    ----------------
   Net stockholders'  equity. . . . . . .       6,100,778           6,140,279
                                           ----------------    ----------------
                                              $23,162,451         $22,282,832
                                           ================    ================






    See accompanying notes to condensed consolidated financial statements.




<PAGE>


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


                                                  Three Months Ended
                                                       March 31,
                                          ------------------------------------

                                          ---------------     ----------------
                                                1996                1997

Revenues . . . . . . . . . . . . . . . .     $7,522,904           $7,661,547
Operating costs. . . . . . . . . . . . .      6,157,017            6,041,660
                                          ---------------     ----------------
     Gross profit. . . . . . . . . . . .      1,365,887            1,619,886
Selling, general and administrative
  and other expenses . . . . . . . . . .      1,304,496            1,221,572
                                          ---------------     ----------------
     Income from operations. . . . . . .         61,391              398,315
Interest expense . . . . . . . . . . . .        396,768              380,069
Other Income . . . . . . . . . . . . . .        (84,551)             (21,255)
                                          ===============     ================
     Net income (loss) . . . . . . . . .      ($250,826)          $   39,501
                                          ===============     ================

Net income (loss) per common and common
  equivalent shares. . . . . . . . . . .         ($.04)                $.01
                                          ---------------     ----------------

Weighted average common and common
  equivalent shares outstanding. . . . .      7,068,172            7,128,172
                                          ===============     ================








    See accompanying notes to condensed consolidated financial statements.



<PAGE>



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


                                                  Three Months Ended
                                                       March 31,
                                         ---------------- --- -----------------

                                         ----------------     -----------------
                                               1996                  1997
Cash flows from operating activities
  Net income (loss) . . . . . . . . . . .    ($250,826)            $ 39,501
  Adjustments to reconcile net income 
  to net cash provided by operating
  activities:
    Depreciation and amortization . . . .    1,276,549            1,069,313
    Write-off of obsolete property and
     equipment. . . . . . . . . . . . . .      198,093                  ---
    Provision for doubtful accounts
     receivable . . . . . . . . . . . . .       91,840               74,549
    Other . . . . . . . . . . . . . . . .      (93,377)             (26,074)
    Change in assets and liabilities:
     (Increase) decrease in:
      Accounts receivable . . . . . . . .    3,129,615               85,591
      Inventory . . . . . . . . . . . . .         (616)              (5,241)
      Prepaid expenses and other current
       assets . . . . . . . . . . . . . .      (69,469)             (106,988)
      Other assets. . . . . . . . . . . .      (69,911)              (10,462)
     Increase (decrease) in:
      Accounts payable and accrued 
      expenses. . . . . . . . . . . . . .   (2,697,559)              107,520
                                         ----------------     -----------------
Net cash provided by operating activities    1,514,339             1,227,709
                                         ----------------     -----------------

Cash flows from investing activities:
  Purchases of property and equipment . .     (188,593)             (260,115)
  Net proceeds from disposal of property
   and equipment. . . . . . . . . . . . .          ---                24,575
                                         ----------------     -----------------
Net cash used by investing activities . .     (188,953)             (235,540)
                                         ----------------     -----------------

Cash flows from financing activities :
  Proceeds borrowed under notes payable
   to bank and long-term debt . . . . . .          ---                51,747
  Repayment of notes payable to bank and
   long-term debt . . . . . . . . . . .     (2,267,971)           (1,052,314)
  Proceeds from issuance of common stock.      426,789                   ---
                                         ----------------     -----------------
Net cash used by financing activities       (1,841,182)           (1,000,567)
                                         ----------------     -----------------

   Net increase (decrease) in cash. . . .     (515,796)               (8,398)
Cash at beginning of period . . . . . . .      812,989               283,082
                                         ----------------     -----------------
Cash at end of period . . . . . . . . . .$     297,193        $      274,684
                                         ================     =================

Supplementary disclosure of cash flow
 information: 
 Cash paid during the period for interest     $393,495              $379,682
                                         ================     =================

  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, 1997 and December 31, 1996, the  consolidated  results of operations for the
three months ended March 31, 1996 and 1997, and the  consolidated  statements of
cash  flows for the three  month  periods  ended  March 31,  1996 and 1997.  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 since 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.

         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 (Loss) per Share

         Net income  (loss) per  common and common  equivalent  shares are based
upon the  weighted  average  number  of  common  and  common  equivalent  shares
outstanding.  The outstanding stock options, warrants and convertible notes have
not been included in the  calculations  as their effect would not be material or
would be anti-dilutive.

 (3)  Income Taxes
         The Company did not  provide  for income  taxes for the quarter  ending
March  31,  1997 due to the  operating  losses  incurred in prior years.



<PAGE>


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

Results of Operations

         Revenues for the quarter  ended March 31, 1997  increased to $7,662,000
from $7,523,000 for the same year-ago  period,  an increase of $139,000 or 1.8%.
This  increase  in  revenue  is  comprised  of an  increase  of  $82,000 in Post
Production  Services,  an increase in Film Production Services of $187,000 and a
decrease  of $130,000  in  Production  Services.  The  revenues  for both US and
International  operations  increased during the period. The continued decline in
spectra system rentals was offset by increased film and post production services
and revenues from special effects and graphics.

         For the  quarter  ended  March 31,  1997 the  Company  recorded a gross
profit of  $1,620,000  compared  to a gross  profit of  $1,366,000  for the same
year-ago period, an increase of $254,000 or 18.6%.  The increased gross profit 
is primarily  the  result of higher  sales  levels  during  the  quarter  and
lower depreciation expense.  Operating costs for the quarter ended March 31,
1997 were $6,042,000  versus  $6,157,000 for the year ago period.  Operating
costs, as a precentage of revenues for the quarter ended March 31, 1997, were
78.9% compared with 81.9% for the year ago period.

         Selling,  general and administrative (S, G & A), and other expenses for
the  quarter  ended  March 31, 1997 were  $1,222,000  as compared to  $1,304,000
during the same year-ago period, a decrease of $82,000 or 6.3%.

         Interest  expense for the quarter  ended March 31, 1997 was  $380,000
compared to $397,000 for the same year-ago period, a decrease of $17,000 or 
4.3%.

Liquidity and Capital Resources

         The Company and its  subsidiaries  are operating under a loan agreement
with The CIT  Group/Credit  Finance with a maturity date of August 3, 2000.  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 
85% of eligible equipment appraisal value) and $3.6 million under the revolving
loan (limited to 85% of eligible accounts receivable). At March 31, 1997, 
$450,000 was available under the loan agreement.  The outstanding balance of the
term loan was $4,001,000 at March 31, 1997. It is payable in monthly 
installments of $106,000 plus interest at prime plus 2% through  August 3, 2000.
Principal  payments  are not required in June,  July  or  August. The principal
payments may be increased to compensate for a significant reduction in the
appraised value of the assets which secure the loan. The revolving loan had an
outstanding balance of $1,529,000 at March 31,  1997. It bears interest at prime
plus 2% which is payable monthly. The loan contains automatic renewal provisions
for successive terms of two years after maturity unless  terminated as of August
3, 2000 or as of the end of any renewal  term by either  party upon at least 60
days written notice.

         The  Company has an  outstanding  real estate loan with Bank of America
which was amended  February 29, 1996.  The loan is secured by the building where
the Company  provides film  processing  and sound  services.  The loan agreement
matures  December 31, 1998 with an option to extend the  maturity an  additional
year upon payment to Bank of America of a $25,000 loan  extension  fee prior
to  December  31,  1998.  The  outstanding  balance  as of  March  31,  1997 was
$1,427,000.

         The  Company's   principal   source  of  funds  is  cash  generated  by
operations.  On an annual  basis,  the Company  anticipates  that  existing cash
balances and availability under existing loan agreements and cash generated from
operations  will  be  sufficient  to  service  existing  debt.  Due to  seasonal
variations  the Company  anticipates a cash  shortfall in the second and third 
quarters of 1997.

         As of March 31, 1997, the Company had a working  capital  deficiency of
approximately   $2,350,000  and  an  accumulated   deficit  of  approximately  $
13,600,000,  respectively.  In  addition  the  Company  sustained  a net loss of
approximately  $1,850,000 for the year ended  December 31, 1996.  These factors,
among  others,  indicate that the  Company  may be unable to continue as a going
concern.  The financial  statements do not include any adjustments that might be
necessary  should  the  Company be unable to  continue  as a going  concern  The
Company's  continuation  as a going  concern is dependent upon its ability to
obtain  additional  financing,   generate  sufficient  cash  flow  to  meet  its
obligations on a timely basis and ultimately to attain profitable operations.

        The Company is currently in  negotiations  with its principal  lender to
restructure  its term loan to provide  additional  financing. Additionally,  the
Company  is  attempting  to secure  other  sources of financing.  Management  is
of the opinion  that the Company will be able to meet its  obligations  on a
timely basis and sustain  operations  by  obtaining  such additional financing
and eventually achieving profitable operations. There is no assurance that these
uncertainties  will be settled or that  management's  plan will be achieved.





<PAGE>



                                   Signatures



                                LASER-PACIFIC MEDIA CORPORATION

                                         (Registrant)


      Dated:  May 14, 1997          /s/James R. Parks
                                    -----------------
                                    James R. Parks
                                    Chairman of the Board
                                    and Chief Executive Officer





      Dated:  May 14, 1997          /s/Robert McClain
                                    -----------------
                                    Robert McClain
                                    Secretary and
                                    Chief Financial Officer
                                   (Principal Financial and Accounting Officer)