SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 Form 10-K

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                           EXCHANGE ACT OF 1934
                For the fiscal year ended December 31, 1995
                                    OR
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                           EXCHANGE ACT OF 1934

                        Commission File No. 0-17342

                          LIVE ENTERTAINMENT INC.
          (Exact name of Registrant as specified in its charter)

           Delaware                                     95-4178252
       (State or other jurisdiction of               (I.R.S. Employer
       incorporation or organization)                Identification No.)

          15400 Sherman Way, Van Nuys, California             91406
          (Address of principal executive offices)         (Zip Code)

    Registrant's telephone number, including area code: (818) 988-5060

        Securities registered pursuant to Section 12(b) of the Act:

                                                Name of exchange on
    Title of each class                           which registered 
    Common Stock, $.01 par value                Nasdaq SmallCap Market
    Series B Cumulative Convertible             Nasdaq SmallCap Market
    Preferred Stock, $1.00 par value

        Securities registered pursuant to Section 12(g) of the Act:
                         Contingent Payment Rights
                             (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. [X]  

     The aggregate market value of the voting common stock held by
non-affiliates of the Registrant as of February 29, 1996 was
approximately $4,541,556. 

     Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.  Yes X   No 

     As of February 29, 1996, there were 2,418,417 shares of the
Registrant's Common Stock, 4,197,302 shares of the Registrant's
Series B Cumulative Convertible Preferred Stock and 15,000 shares
of the Registrant's Series C Convertible Preferred Stock
outstanding.

                    Documents Incorporated by Reference

     Portions of the proxy statement for the 1996 Annual Meeting of
Stockholders, currently scheduled to be held on May 2, 1996, are
incorporated by reference into Part III.



<PAGE>
                                  PART I

ITEM 1.   BUSINESS

Introduction

     LIVE Entertainment Inc., a Delaware corporation (the "Company"
or "LIVE") was formed in 1988.  Its largest ongoing businesses are
LIVE Film and Mediaworks Inc. (formerly LIVE Home Video Inc.)
("LFM") and LIVE International ("LI"), which primarily acquire
rights to produce and distribute theatrical motion pictures,
children's films and special interest programs which they market
and distribute in all media to wholesalers, retailers and consumers
in the United States and internationally.  The Company's operations
are primarily in a single business segment, the worldwide
distribution and sale of a broad variety of film related
entertainment software products. 

     The Company's executive offices are located at 15400 Sherman
Way, Suite 500, Van Nuys, California 91406 and its telephone number
is (818) 988-5060.

     Operating Structure

          The following chart outlines the operating structure of
the Company as of December 31, 1995.  All except LFM are
unincorporated divisions of the Company's subsidiaries.  As used
herein the "Company" or "LIVE" includes LFM, LI, or any of the
operating entities listed below.


<TABLE>                       LIVE Entertainment Inc.

<S>                <C>                  <C>               <C>                  <C>               <C>                 <C>

LIVE Productions   LIVE Entertainment   LIVE Home Video   LIVE International   LIVE Television   LIVE Interactive    LIVE Film and
(production and    (theatrical          (home video       (international       (cable, pay,      (interactive        Mediaworks
acquisition        distribution         distribution)     distribution)        pay per view      products            (contracting
of motion          of motion picture                                           network           including CD-ROM)   entity for 
picture            product)                                                    television                            productions,
product)                                                                       licensing)                            acquisitions
                                                                                                                     and         
                                                                                                                     programming)
 
                                        Family Home 
                                        Entertainment
                                        (FHE)
                                        (children's
                                        programming)

</TABLE>


Recent Developments for the Company

Purchase of Series B Cumulative Convertible Preferred Stock (the
"Series B Preferred Stock")

     Although LIVE has no obligation to redeem any Series B
Preferred Stock, subject to the availability of funds and the prior
approval of its Board of Directors and its lenders, LIVE may
acquire shares of its Series B Preferred  Stock from time to time,
either through private purchases or through open market purchases. 
Through March 15, 1996, LIVE acquired, and subsequently retired, a
total of 2,177,500 shares of the Series B Preferred Stock at an
average price of $4.27 per share.

Bankruptcy of Carolco Pictures Inc. ( Carolco )

     On November 10, 1995, Carolco filed for bankruptcy under
Chapter 11 of the United States Bankruptcy Code.  Carolco had been
a significant supplier of A+ motion picture product to the Company,
including the video rights to such hits as Terminator II, Basic
Instinct, Total Recall and the Rambo series.  The last motion
picture provided to the Company by Carolco or its affiliates is
Cutthroat Island, which will be released on home video in April
1996.  Because of the Carolco bankruptcy and the fact that the
output agreement between the Company and Carolco expired in 1995 in
any event, the Company does not expect to receive any additional
films from Carolco in the future.

     Carolco has agreed to sell its film library and certain
related assets to Canal+ D.A.  In connection with the sale, the
Company and Carolco have stipulated that certain contracts between
the Company and Carolco relating to the distribution by the Company
of the video rights to films produced by Carolco, and the
distribution by Carolco in foreign territories of films owned by
LIVE, would be assumed by Canal+ D.A. after the library sale is
completed.  Portions of the distribution agreements between the
Company and Carolco pertaining to LIVE's right to remakes and
sequel rights to films in the Carolco library, however, were
severed from the distribution portions of the agreements and were
rejected by Carolco.  This has left LIVE with a damage claim in the
Carolco bankruptcy, which cannot be reasonably estimated at this
point in time.

Disposal of VCL/Carolco Communications GmbH ("VCL")

     As part of its international activities, the Company owned an
81% interest in VCL, a home video distribution and marketing
company headquartered in Munich, Germany.  VCL's year end is
November 30.

     In March 1994, primarily as a result of a desire of the
Company to focus its efforts on its core entertainment business,
the Board of Directors of the Company decided to dispose of the
Company's interest in VCL.  Accordingly, the Company's interest in
VCL was recorded as "Assets Held For Sale" and "Liabilities Related
To Assets Held For Sale" as of December 31, 1993 and 1994 and was
written down to its estimated net realizable or liquidation value. 
The operating statements presented were restated to separately
disclose the results of operations of VCL as a disposal of a
portion of a line of business.

     In February 1995, the Company and certain of its affiliates,
on the one hand, and Datty Ruth, the owner of 19% of VCL, and
Apricot Computer GmbH ("Apricot"), on the other, entered into a
preliminary agreement whereby the Company's 81% interest in VCL, as
well as all receivables owed by VCL to the Company or its
affiliates, would be transferred to Ruth and Apricot.  The total
consideration received by the Company and its affiliates in
connection with such transaction was approximately $7,444,000, of
which approximately $3,100,000 was received in February 1995.  The
remaining $4,344,000 was received in November 1995, and a gain of
approximately $2,913,000 was reflected in the quarter ended
September 30, 1995, resulting from the completion of this
transaction.

New Distribution Agreements

     On February 8, 1996, the Company and Pioneer LDC, Inc.
("PLDC") entered into an Output Deal Agreement (the "Pioneer Output
Agreement") for the distribution of the Company's theatrical
productions in Japan.   The three year agreement includes all
theatrical films that LIVE produces and acquires over the period,
excluding LIVE's two features currently in post-production, The
Substitute and The Arrival.  PLDC has agreed to pay a specified
percentage of the applicable film's production or acquisition cost
to obtain such Japanese distribution rights.  PLDC is an affiliate
of the Company's controlling shareholder, Pioneer Electronic
Corporation. 

     In addition, on February 14, 1996, the Company and Orion
Pictures Corporation ("Orion") entered into a Multiple Picture Deal
Output Agreement (the "Orion Agreement") for the theatrical
distribution by Orion in the United States and Canada of the
Company's theatrical productions.  The Orion Agreement provides for
Orion to theatrically release, for certain distribution fees, five
motion pictures acquired or produced by LIVE.  See Entertainment
Production, Marketing and Distribution Operations - General, for a
further description of titles included in this agreement.

Simplification of Corporate Structure

     In the fourth quarter of 1995, in order to simplify the
corporate reporting and tax structure, several non-operating
corporate subsidiary companies were merged into LIVE Home Video
Inc., including its then subsidiary LIVE Film and Mediaworks Inc. 
LIVE Home Video Inc. subsequently changed its name to LIVE Film and
Mediaworks Inc.

Retention of Carreden Group

     In March 1996, the Company retained the Carreden Group,
Incorporated ("Carreden") to act as its exclusive financial advisor
in connection with a rationalization of the Company's current
capitalization.  Carreden was retained to advise the Company's
Board of Directors in a review of the Company's business operations
and capital structure and to develop alternatives that will
accomplish the strategic and financial objectives of the Company by
securing for the Company a more stable and appropriate capital base
on which to operate in the future.  Through the date hereof, no
structures or proposals have been suggested, and there is no
assurance that any such structures or proposals will be forthcoming
in the future.

Management Changes

     Since the beginning of 1995, Michael J. White and R. Timothy
O'Donnell have resigned from the Board of Directors, and Makoto
Koshiba has been appointed as a Director.  There is currently one
vacancy on the Board of Directors.  The departures of Mr. White 
and Mr. O'Donnell  from the Board of Directors were not the result
of any dispute with the Company.

Entertainment Production, Marketing and Distribution Operations

General

     Historically, the operations of LIVE and VCL focused on the
acquisition and distribution of home video programming in the
United States and Canada (through LFM) and in German-speaking
Europe (through VCL), by marketing and distributing videocassettes
to wholesalers, retailers and consumers directly.  LIVE controls
the United States and Canadian home video rights (hereinafter
referred to as "domestic home video rights") to a catalog of
approximately 2,000 titles, inclusive of approximately 1,000 titles
acquired from Vestron Inc. in 1991.  (Vestron was an independent
home video supplier with approximately 1,000 titles in its catalog,
including such titles as Dirty Dancing, Platoon, Hoosiers, the
Smithsonian Series, the National Audubon Series and others, and the
rights to exploit all sequels to Dirty Dancing.)  Vestron is now a
label owned and distributed by LIVE.
      
     During the past few years the Company has found it
increasingly difficult to acquire just the domestic home video
rights to quality motion picture productions on terms the Company
believed to be commercially attractive.  This trend was exacerbated
by  the financial troubles encountered by Carolco, its most
reliable source of A+ motion picture product, and by the
acquisition by major studios of a number of independent production
and distribution companies from whom the Company had acquired video
rights in the past, such as New Line Cinema Corporation and Miramax
Pictures.  Thus, in early 1994, the Company announced plans to
expand its business activities into the theatrical release of a
limited number of motion pictures and the direct licensing of
international, television rights and other ancillary rights to
third parties rather than through intermediaries.  Further, in late
1994, LIVE released its first interactive product through its newly
formed interactive division.  This expansion is meant to enhance
its core video business without the addition of significant
overhead costs.

      Examples of this activity include LIVE's acquisition of all
rights to the film Wagons East (a Western comedy starring John
Candy and Richard Lewis), as well as the Company's acquisition of
various rights to the motion picture Top Dog, a Chuck Norris film
that was released theatrically in early 1995.  International and
television rights were among the rights acquired in both these
productions.    In addition, in 1995 the Company entered into
agreements to acquire, upon completion, two major theatrical motion
pictures, The Substitute, an action thriller directed by Robert
Mandel and starring Tom Berenger, Ernie Hudson, Glenn Plummber, and
Diane Venora, and The Arrival, writer/director David Twohy's sci-fi
thriller, with Charlie Sheen, Ron Silver, Terri Polo, and Lindsay
Crouse.  The two pictures will be released in the United States
theatrical market in early 1996 through Orion, who will be
responsible for the United States and Canadian theatrical
distribution of a package of five pictures produced by the Company
under the Orion Agreement discussed above.  Other motion pictures
to be produced by LIVE and released theatrically by Orion through
this package deal include the hit German Comedy Maybe...Maybe Not
("Der Bewegte Mann"), which has garnered acclaim in festivals
worldwide and stars Til Schweiger, Trees Lounge, written and
directed and starring indie film favorite Steve Buscemi, with an
ensemble cast including Anthony LaPaglia, Chloe Sevigny and cameos
by Mimi Rogers, Daniel Baldwin, and Carol Kane, among others with
a special appearance by Samuel Jackson, and Phat Beach, a black hip
hop comedy.

     As an independent distribution company, the Company acquires
distribution rights to programming from a variety of sources,
including production companies and independent producers. 
Distribution rights which the Company may acquire include (a)
domestic: theatrical, home video, free television, pay television
(including cable and pay-per-view), and electronic publishing, and
(b) international: all media.  The Company often acquires the
rights to completed motion pictures.  However, in order to secure
rights to motion pictures which might not otherwise be available to
the Company (such as international, television and interactive),
and to acquire a wider array of distribution rights on more
favorable terms, the Company also secures the rights to motion
pictures prior to or during production.  In such cases, the Company
frequently becomes involved with, and has active input on, projects
at the earliest possible date, from development through physical
production and completion of the finished film, and generally may
have input over all key production elements.  As the Company
becomes more involved with production activities, its role has
shifted from distributor to producer/distributor.  

     With the Company's involvement in the early production stages
of a film's development, it will continue to be difficult to
predict the theatrical acceptance of any particular motion picture
the Company may acquire or produce.  The theatrical results of a
motion picture is a significant factor in generating revenues in
all media, including home video.

The United States Motion Picture Industry

     The United States motion picture industry encompasses the
production and theatrical exhibition of feature-length motion
pictures and the subsequent distribution of such pictures in home
video, television and other ancillary markets.  The industry is
dominated by the major studios, including Universal Pictures,
Warner Bros., Twentieth Century Fox, MGM, Sony Pictures
Entertainment (including Columbia Pictures and Tri-Star Pictures),
Paramount Pictures and The Walt Disney Company, which historically
have produced and distributed the majority of theatrical motion
pictures released annually in the United States.  There are also a
large number of smaller production companies that produce
theatrical motion pictures and have played an important role in the
production of motion pictures for the worldwide feature film
market.

     The "majors" generally own their production studios and have
national or worldwide distribution organizations.  Major studios
typically release films with direct production costs ranging from
$10,000,000 to $100,000,000 or more and provide a continual source
of motion pictures to the nation's theater exhibitors.  The
independents do not own production studios and, with certain
exceptions, have more limited distribution capabilities than the
major studios.  Independents typically produce fewer motion
pictures at substantially lower average production costs than major
studios.  LIVE is now an independent production and distribution
company.

Motion Picture Financing and Production

     As with the major studios, the Company is involved in the
production and financing of a variety of motion pictures.  The
typical cost of a motion picture produced by a major studio for
wide release averages more than $36,000,000.  The Company intends
to keep its average production budget to less than $20,000,000,
although it may spend more for titles it believes to have
significant commercial potential.  Production costs consist of
acquiring or developing the screenplay, film studio rental,
cinematography, post-production costs and the compensation of
creative and other production personnel.  Distribution expenses,
which consist primarily of the costs of advertising and release
prints, are not included in direct production costs.

     Independent production companies generally avoid incurring the
substantial overhead costs of the majors by hiring creative and
other production personnel and retaining the other elements
required for pre-production, principal photography and post-
production activities on a project-by-project basis.  Unlike the
major studios, the independents also typically finance their
production activities from discrete sources rather than out of cash
flow.  Such sources include bank loans, "pre-sales," equity
offerings and joint ventures.  Independents generally attempt to
complete their financing of a motion picture production prior to
commencement of principal photography, at which point substantial
production costs begin to be incurred and require payment.

     "Pre-sales" are often used by independent film companies to
finance all or a portion of the direct production costs of a motion
picture.  Pre-sales consist of fees paid to the producer by third
parties in return for the right to exhibit the completed motion
picture in theaters or to distribute it in home video, television,
foreign or other ancillary markets.  Producers with distribution
capabilities, such as the Company, may retain some or all of the
rights to distribute the completed motion picture either
domestically or in one or more foreign markets.  The Company
typically will license a motion picture's foreign rights among
several international licensees under such pre-sale agreements.

     Both major studios and independent film companies often
acquire motion pictures for distribution through an industry
arrangement known as a "negative pickup," under which the studio or
independent film company agrees to acquire from an independent
production company all rights to a film upon completion of
production.  The independent production company normally finances
production of the motion picture pursuant to financing arrangements
with banks or other lenders in which the lender is granted a
security interest in the film and the independent production
company's rights under its arrangement with the studio or
independent.  When the studio or independent "picks up" the
completed motion picture, it assumes (and in the case of the
Company, most often simply pays) the production financing
indebtedness incurred by the production company in connection with
the film.  In addition, the independent production company is paid
a production fee and generally is granted a participation in the
net profits from distribution of the motion picture.  Examples of
Films the Company has recently acquired through negative pickup
arrangements include Top Dog and The Substitute. 

     Both major studios and independent film companies generally
incur various third-party participations in connection with the
distribution and production of a motion picture.  These
participations are contractual rights of actors, directors,
screenwriters, owners of rights and other creative and financial
contributors entitling them to share in revenues or net profits (as
defined in the respective agreements) from a particular motion
picture.  Except for the most sought-after talent, participations
are generally payable after all distribution and marketing fees and
expenses, direct production costs and financing costs are paid in
full.

Motion Picture Distribution

     Motion picture distribution encompasses the exploitation of
motion pictures in theaters and in ancillary markets such as home
video, pay-per-view, pay television, broadcast television, foreign
and other markets.  Motion pictures may continue to play in
theaters for up to six months following their initial release. 
Concurrently with their release in the United States, motion
pictures generally are released in Canada and may also be released
in one or more other foreign markets.  The motion picture then
becomes available for distribution in other markets as follows:

                                    Months After        Approximate
                                    Initial Release     Release Period

     Domestic home video            4-6  months         ----
     Domestic pay-per-view          6-9  months         3 months
     Domestic pay television        10-18 months        12-21 months
     Domestic network/basic cable   30-36 months        18-36 months
     Domestic syndication           30-36 months        3-15 years
     Foreign home video             6-12 months         ----
     Foreign television             18-24 months        18-30 months

     The distributor typically acquires rights from the producer to
distribute a motion picture in one or more of the markets described
above.  The distributor typically agrees to advance the producer a
non-refundable minimum royalty or guarantee, which is to be
recouped by the distributor out of revenues generated from the
distribution of the motion picture in whatever markets it has
acquired.  Generally, the producer also is entitled to receive a
participation equal to an agreed-upon percentage of all net
revenues received from distribution of the motion picture over and
above the advance once the advance is recouped.  As noted, LIVE in
the past generally acquired only domestic home video rights, but
now seeks to control or acquire all rights to films it produces or
licenses from third parties.

Theatrical Distribution

     The theatrical distribution of a motion picture involves the
manufacture of release prints, the promotion of the picture through
advertising and publicity campaigns and the licensing of the motion
picture to theatrical exhibitors.  The size and success of the
promotional advertising campaign can materially affect the revenues
realized from the theatrical release of a motion picture.  The
costs incurred in connection with the distribution of a motion
picture can vary significantly, depending on the number of screens
on which the motion picture is to be exhibited, the actual cost and
scope of the media advertising expenditures and campaign and the
ability to exhibit motion pictures during peak exhibition seasons. 
Competition among distributors for theaters during such seasons is
great.  Similarly, the ability to exhibit motion pictures in the
most popular theaters in each area can affect theatrical revenues.

     The distributor and theatrical exhibitor generally enter into
an arrangement providing for the exhibitor's payment to the
distributor of a percentage of the box office receipts for the
exhibition period, in some cases after deduction of the theater's
overhead, or a flat negotiated weekly amount.  The distributor's
percentage of box office receipts generally ranges from an
effective rate of 35% to over 50%, depending upon the success of
the motion picture at the box office.  Distributors carefully
monitor the theaters which have licensed the picture for exhibition
to ensure that the exhibitor promptly pays all amounts due the
distributor.  Substantial delays in collection are not unusual. 
When the Company acquires all rights to a motion picture having
theatrical potential, it currently engages the services of a
theatrical distribution company to handle the theatrical exhibition
of the film in the United States.  In the past, the Company has
used the services of MGM Pictures.  The Company now has a
theatrical distribution arrangement with Orion as described above. 
The Company views theatrical distribution of films to be a source
of advertising and promotion to enhance the home video and other
distribution revenues to be received from the film.  The Company
does not believe that theatrical distribution of its motion picture
products will be a source of material profits.  

Home Video

     The home video distribution business involves the promotion
and sale of videocassettes and videodiscs to distributors as well
as local, regional and national video retailers (e.g., video
specialty stores, convenience stores, record stores and other
outlets), which then rent or sell such videocassettes and
videodiscs to consumers primarily for private viewing.

     Major feature films are usually scheduled for release in the
home video market within four to six months after theatrical
release to capitalize on the theatrical advertising and publicity
for the film.  Promotion of new releases is generally undertaken
during the nine to twelve weeks before the release date. 
Videocassettes of feature films are generally sold to domestic
wholesalers at approximately $50 to $60 per unit and generally are
rented by consumers for fees ranging from $1 to $5 per day. 
Wholesalers who meet certain sales and performance objectives may
earn rebates, return credits and cooperative advertising
allowances.  Selected titles, including certain made-for-video
programs, are priced significantly lower (at a wholesale price
ranging from $5 to $19 per unit) to encourage direct purchase by
consumers.  Direct sale to consumers is referred to as the "priced-
for-sale" or "sell-through" market.

     Overall growth in the domestic home video market has slowed as
growth in the number of new outlets and new VCR homes has
moderated.  The growth in outlets designed to serve the rental
market has remained essentially flat for the past several years,
while the number of new outlets which offer videocassettes and
videodiscs for sale has increased.  The sell-through market
continues to be a seasonal business, except for feature films
initially released at prices generally below $30.  Furthermore, new
technologies which regional telephone companies and others are
developing could make competing delivery systems economically
viable and could alter the home video marketplace.

     See a more complete description of the Company's home video
distribution operations under "Acquisition of Motion Picture
Distribution Rights by the Company - Domestic Home Video
Distribution Rights."

<PAGE>
Pay-per-view

     Pay-per-view television allows cable television subscribers to
purchase individual programs, including recently released motion
pictures and live sporting, music or other events, on a "per use"
basis.  The subscriber fees are typically divided among the program
distributor, the pay-per-view operator and the cable system
operator.

Pay Television

     Pay television allows cable television subscribers to view
HBO, Cinemax, Showtime, The Movie Channel, Encore and other pay
television network programming offered by cable system operators
for a monthly subscription fee.  The pay television networks
acquire a substantial portion of their programming from motion
picture distributors.

Broadcast and Basic Cable Television

     Broadcast television allows viewers to receive, without
charge, programming broadcast over the air by affiliates of the
major networks (ABC, CBS, NBC and Fox), independent television
stations and cable and satellite networks and stations.  In certain
areas, viewers may receive the same programming via cable
transmission for which subscribers pay a basic cable television
fee.  Broadcasters or cable systems operators pay fees to
distributors for the right to air programming a specified number of
times.

Foreign Markets

     In addition to their domestic distribution activities, some
motion picture distributors generate revenues from distribution of
motion pictures in foreign theaters, home video, television and
other foreign markets.  There has been a dramatic increase in
recent years in the worldwide demand for filmed entertainment. 
This growth is largely due to the privatization of television
stations, introduction of direct broadcast satellite services,
growth of home video and increased cable penetration.

Other Markets

     Revenues also may be derived from the distribution of motion
pictures to airlines, schools, libraries, hospitals and the
military, licensing of rights to perform musical works and sound
recordings embodied in a motion picture, and rights to manufacture
and distribute games, dolls, clothing and similar commercial
articles derived from characters or other elements of a motion
picture.

New Technologies

     New means of delivery of entertainment product are constantly
being developed and offered to the consumer.  The exact impact of
emerging technologies such as digital video discs ("DVD"), direct
broadcast satellites, the Internet, etc. on the Company's
operations cannot be determined at this time.  However, in its role
as a producer and holder of entertainment copyrights, the Company
is positioning itself to take advantage of whatever delivery
options are available to it, and is constantly monitoring these new
media possibilities.

Acquisition of Motion Picture Distribution Rights by the Company

General

     Distribution rights to motion pictures can encompass various
media (e.g., theatrical, home video, free or pay television,
electronic publishing, CD-ROM, interactive) and various markets or
territories (e.g., the United States and Canada, Great Britain and
Japan).  In the past, LIVE generally acquired only home video
rights and not the rights to broadcast or cablecast programs or to
exhibit programs on pay-per-view television or in movie theaters or
similar locations.  Historically, where these other rights were
acquired, LIVE exploited them by sublicensing the rights to third
parties whose principal businesses included exploitation of such
rights.  In early 1994, LIVE expanded its business activities into
the theatrical distribution of a limited number of motion pictures
and the direct licensing of international and television rights to
third parties rather than through intermediaries.  Now, where
possible, the Company focuses on the acquisition of worldwide
distribution rights to a motion picture in all media, or, where
feasible, distribution rights in all media for either the North
American or international market places.

     The Company's decision process in acquiring a finished or an
unfinished movie is similar.  The Company collects information
concerning new motion pictures being contemplated or entering the
production cycle.  This information is obtained from trade sources
and from personal relationships and contacts.  The acquisition
process focuses on productions which seem most likely to fit the
Company's requirements for worldwide marketability and profit
potential.  Before the Company acquires distribution rights for any
motion picture, the Company analyzes  not only the picture's
projected costs, revenues and scheduling, but also the effect of
these assumptions on overall Company performance.  Management bases
its acquisition decisions on the results of this evaluation process
and will not make offers on any one project with risks that, in
management's opinion, could materially adversely affect the
Company's profitability.  The Company's credit facility imposes
limitations on the size of minimum guarantees the Company can incur
without the lender's approval.

     When the Company acquires distribution rights to a motion
picture prior to its production, it controls its development
expenditures by making only limited commitments to advance funds
before completion.  After acquisition of the rights of a motion
picture prior to its production, the Company typically has approval
rights over key product elements and maintains a production
supervisory staff to monitor the production process.  Overhead and
general expenditures are kept at a minimum level, as the Company
does not own any production facilities or significant production
staff.  

Domestic Theatrical Distribution Rights

     Historically, LIVE only occasionally acquired theatrical
distribution rights to certain of its films.  However, when those
rights were acquired - for films such as Tom and Jerry - The Movie,
Reservoir Dogs, Bad Lieutenant, American Heart, Light Sleeper and
Bob Roberts, for example - LIVE exploited the rights by
sublicensing them to third parties whose principal businesses
included exploitation of such rights.  Management of LIVE considers
the theatrical distribution of a film extremely important as a
marketing tool which enhances video and international sales and
thus LIVE now intends to acquire theatrical distribution rights as
part of the overall acquisition where possible, even if a film
ultimately will not be released theatrically.  The Company
anticipates releasing theatrically approximately 4-6 films during
fiscal 1996.  The Company generally targets motion pictures for
distribution on a national basis which can result in substantial
amounts being expended for the costs of national advertising and
the manufacturing of initial release prints.  The exception to this
national focus would be certain motion pictures that would be
targeted to various demographic audiences, as opposed to the
mainstream public, and such pictures would be distributed on a more
regional, less expensive, basis.  While LIVE does not believe that
theatrical distribution of its motion pictures will be a source of
material profits due to the risks inherent in that business,
management of LIVE believes that the theatrical market has
significant upside potential should any particular film perform
well.  It is not uncommon for heavily advertised films with
theatrical losses to have increased performance in video and other
ancillary media that partially or totally offset such losses.

     Of those films to which LIVE holds domestic theatrical
distribution rights, LIVE intends to release some through its own
distribution channels or distribute them through third parties such
as Orion.  LIVE exploited Top Dog, a film staring Chuck Norris and
for which the Company acquired all U.S. domestic and Japanese
distribution rights, in the United States and Canada in early 1995
through the theatrical distribution division of MGM.  In addition,
LIVE is in various stages of post production, production,
development and pre-production on a number of projects, including
The Arrival, directed by David Twohy (writer of The Fugitive and
Waterworld), I, Assassin, executive produced by Mace Neufeld and
Robert G. Rehme (producers of Beverly Hills Cop III, Patriot Games
and Clear and Present Danger), and The Substitute, directed by
Robert Mandel (director of School Ties, fx and Big Shots), and
intends to have all of these films distributed theatrically in the
United States. 


Domestic Home Video Distribution Rights

     LIVE has developed operating strategies which it believes
enhance sales and profit growth potential by focusing on securing
long-term access to commercially viable motion pictures primarily
for video release.  It categorizes the feature films it releases in
video by reference to relative acquisition costs and expected unit
sales.  "A+" titles generally are those films with some combination
of significant box office revenues, established stars, wide
theatrical distribution and/or large budgets.  "A" titles usually
are feature films with cast or other elements which give them a
defined audience appeal and which also receive wide theatrical
distribution.  Those films categorized as "B" titles generally
include a variety of more modestly budgeted films which, if
released theatrically, are done so on a limited or regional basis. 
In addition to motion picture product, LIVE also acquires non-
theatrical programming such as sports and fitness programming,
children's programming, special interest products and interactive
programs.

     In March 1993, LIVE entered into a distribution agreement with
Miramax for the video release by LIVE of a number of motion
pictures, some of which have been theatrically released by Miramax
domestically, including The Crying Game, The Piano, House of the
Spirits and Fortress.  The Piano won three Academy Awards,
including Best Actress, out of eight nominations.  LIVE released
The Crying Game, along with ten other titles, during 1993, five
titles under such distribution agreement, including The Piano,
during 1994, and one title was released in 1995.

     Pursuant to various agreements with independent motion picture
producers, LIVE released on home video 24 feature film titles
during 1995.  This included the successful video rental and sell
through release of the major motion picture Stargate.  LIVE
anticipates releasing on home video a total of between 50 to 75
feature films in 1996 through 1997.  Management believes that,
under current market conditions, "B" titles generally will be
available at favorable prices on a title by title basis, either in
the pre-production stage or as finished product.  LIVE also intends
to continue to aggressively pursue opportunities to acquire video
rights in children's, budget line and special interest programming. 

     Domestic home video rights, when acquired under exclusive
licenses without other rights, are typically acquired for a term of
15 years or more, in return for non-refundable advances against
future royalties which are generally based on either a percentage
of LIVE's wholesale selling price or a percentage of profit
contribution derived from the sale of videocassettes.  In most
instances, the advance is paid on or after the delivery of the
applicable picture to the Company, which typically occurs six to
twelve months prior to video release.  Furthermore, the licenses
may require the film's producer or distributor to make certain
minimum print and advertising expenditures toward the theatrical
release of the motion picture.  In those instances where LIVE pays
a substantial portion of the royalty advance prior to completion,
a completion bond in favor of LIVE guaranteeing that a movie will
be finished is almost always required, or the funds are escrowed or
secured by a letter of credit.  Acquisition costs vary
substantially from title to title, depending on LIVE's assessment
of the projected demand for the program.

     LIVE, under its children's programming label, Family Home
Entertainment ("FHE"), has over the years built a substantial
library of children's titles.  FHE  has secured worldwide rights to
release videocassettes of the Teenage Mutant Ninja Turtles animated
television series.  LIVE also has an agreement with Broadway Video
Entertainment granting it home video rights to programs including
Rudolph the Red Nosed Reindeer, Frosty the Snowman, Santa Claus is
Coming to Town, The Little Drummer Boy, Here Comes Peter Cottontail
and Frosty Returns.  In addition, license agreements have been
secured for programming featuring the products of major toy
manufacturers including such licensed characters as Robotech, Pound
Puppies, G.I. Joe, Transformers, JEM, Mapletown, Velveteen Rabbit,
Strawberry Shortcake, The Mad Scientist, Babar, Care Bears, Bucky
O'Hare, Hello Kitty and Friends, Phantom 2040, Papa Beaver, The
Highlander (animation), Enchanted Camelot, Skysurfer Strike Force,
The Bears Who Saved Christmas, Santa's Christmas Crash, Santa's
Christmas Snooze, Princess Gwenevere, Flash Gordon, The Littlest
Pet Shop and Baryshnikov Stories From Childhood. Management of LIVE
intends to continue LIVE's emphasis on building and exploiting its
FHE library.

     LIVE also distributes non-theatrical products such as the
Smithsonian Series and the Audubon Series.  LIVE distributes music
videos, including those by Michael Jackson, the Rolling Stones and
the Doobie Brothers.  Sports and fitness titles include the PGA
Tour, a Jose Canseco instructional tape and Paula Abdul and Marla
Maples fitness tapes.

     LIVE maintains its own sales organization which prepares sales
and marketing plans for new release and catalog promotions, and, in
conjunction with the sales force of Warner-Elektra-Atlantic
Corporation ("WEA"), works closely with wholesale distributors,
rackjobbers and key retailers in the United States.  Pursuant to an
agreement expiring in May 1998, WEA handles all physical aspects of
United States sales, distribution, billing and collections for
LIVE.  The Company has a similar arrangement with MCA Canada Ltd.,
with respect to LIVE's Canadian sales, marketing and distribution
activities under an agreement that expires in 1997, subject to a
three year option to extend in favor of LIVE America Inc.

     In 1994, management of LIVE decided to begin releasing fewer
rental titles per month than in prior years for a number of
reasons, among them being:  (a) fewer titles being purchased by
LIVE since late 1991 due to the liquidity problems encountered by
LIVE since that time, (b) a shift in rental market tastes, with a
much greater portion of video store purchases being devoted to
theatrically released "A" titles than direct-to-video or direct-to-
television "B" titles that have been the predominant titles
released by LIVE since 1992 and (c) an increase in the absolute
number of "B" titles in the marketplace, resulting in increased
competition for decreasing retailer purchase funds.  Management of
LIVE has addressed these issues by (i) reducing its number of
rental titles released per month, particularly the direct-to-video
"B" titles, allowing LIVE's marketing and sales forces to place
increased emphasis on a smaller number of titles, (ii) acquiring
more rights to films than only domestic video rights (including
theatrical, television, international and CD-ROM) and diversifying
its business to license such additional rights directly rather than
through intermediaries, (iii) continuing LIVE's focus on the sell-
through business, exploiting LIVE's library of over 2,000 titles
including children's and special interest programs and (iv)
attempting to release a higher percentage of "A" titles by
increasing its efforts to acquire films with greater theatrical
release potential.  
     
     Management of LIVE believes that the decrease in revenues due
to fewer rental releases per month will eventually be compensated
for through a combination of increased ancillary revenues (such as
theatrical, television, international and CD-ROM) and higher
revenues per rental release due to a combination of increased focus
on fewer titles and a higher percentage of "A" title acquisitions. 
There is no assurance that this will be the case, however.  
Television Distribution Rights

     Television distribution rights will be acquired by LIVE where
available.  Television networks, independent television networks,
television stations and cable system operators generally license
television series, films and film packages (consisting of
theatrically released feature films and made-for-television movies)
pursuant to agreements with distributors or syndicators that allow
a fixed number of telecasts over a prescribed period of time for a
specified cash license fee or for barter of advertising time.  LIVE
distributes the television rights to films it acquires through its
own sales staff.

International Distribution Rights

     International distribution rights include rights in various
media (e.g., television, theatrical and home video) and to various
territories (e.g., the United Kingdom, Japan and the Benelux
nations).  To acquire these rights, LIVE is required to pay a
minimum guarantee.  The minimum guarantee, along with specific
recoupable marketing and other expenses, is recovered from the
motion picture's gross revenues before the producer begins to
participate in the net revenues.  Historically, LIVE only
occasionally acquired international distribution rights to certain
of its films, mainly through the acquisition of the Vestron
library.  LIVE has for some time maintained a small in-house
international sales staff and utilized outside sales agents to
exploit those rights.  However, often when international rights
were acquired (e.g., for films such as Light Sleeper),  LIVE
exploited the rights by sublicensing them to third parties whose
principal businesses included the further sublicensing of such
rights, and LIVE paid a fee for such sublicensing activities.  In
1994, LIVE expanded its sales force to manage international sales
and to more aggressively promote its motion pictures at foreign
film markets, including the Cannes Film Festival in France, the
American Film Market in Los Angeles and MIFED in Italy.

Competition

     Success in the entertainment marketplace is largely dependent
on a company's ability to acquire rights to programming at
attractive prices and upon the subsequent performance of this
programming in the marketplace.  With the exception of certain
output agreements described above under "Acquisition of Motion
Picture Distribution Rights by the Company; Domestic Home Video
Distribution Rights," the Company generally acquires distribution
rights on a film-by-film basis.  The Company faces significant
competition both in obtaining distribution rights and in selling
products.  The Company's competitors for product acquisitions are
companies such as New Line, HBO and Trimark, and it competes with
these companies as well as major studios in the marketing of its
product.  Certain of the Company's competitors, particularly those
affiliated with major studios or pay television broadcasters, have
significantly greater financial resources than the Company. 
Competition for distribution rights is based primarily on the
amount of the advances which companies are willing to offer to
producers as well as on the producer's perception of the company's
marketing capabilities and its commitment to marketing the release
of a film.

Regulation Affecting the Company

     Distribution rights to motion pictures are granted legal
protection under the copyright law of the United States and most
foreign countries, which provide substantial civil and criminal
sanctions for unauthorized duplication and exhibition of motion
pictures.  The Company endeavors to maintain copyright protection
for all its films under the laws of all applicable jurisdictions.

     United States television stations and networks as well as
foreign governments impose restrictions on the content of motion
pictures which may restrict in whole or in part exhibition on
television or in a particular territory.  There can be no
assurance, therefore, that current or future restrictions on the
content of Company films may not limit or affect the Company's
ability to exhibit certain of such motion pictures in such media or
markets.

Factors Which May Affect Results

     In connection with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, the Company wishes to
caution readers that the following important factors, among others,
in some cases have affected and in the future could affect the
Company's actual results and could cause such results to differ
materially from those expressed in forward-looking statements made
by or on behalf of the Company.

     Nature of the Entertainment Industry.  The motion picture and
home video industries are highly speculative and historically have
involved a substantial degree of risk.  The success of a motion
picture or video production depends upon unpredictable and changing
factors such as competition and audience acceptance, which may bear
little or no correlation to the Company's production and other
costs.  Audience acceptance of the Company's products represents a
response not only to the artistic components of the products, but
also to the level of advertising and promotion by the distributor,
the availability of alternative forms of entertainment and leisure
time activities, general economic conditions and public taste, and
other intangible factors, all of which change rapidly and cannot be
predicted with certainty.  In addition, as a result of the Company
increasing its resources to film product earlier in its production
and acquisition stages, the possibility always exists that the
finished product may be different from that which was initially
envisioned.  Therefore, there is a substantial risk that some or
all of the Company's products may not be commercially successful,
resulting in costs not being recouped or anticipated profits not
being realized.

     Competition.  Competition is intense in the motion picture and
video distribution industry.  The Company is in competition with
major entertainment companies which have far greater financial
resources and distribution capabilities than the Company.  The
Company also competes with numerous smaller companies in the
entertainment industry and with other leisure time industries for
the consumer dollar.  There can be no assurance that the Company
will continue to produce and market its products successfully or
that its motion picture and other projects will generate any
profits.

     Availability of Financing.  The entertainment industry is very
capital intensive.  Average motion picture budgets rise each year
as the cost of talent continues to increase.  The Company's ability
to continue to produce or acquire motion pictures for distribution
is dependent on its ability to finance its activities.  In the past
the Company has experienced difficulties in arranging for adequate
financing.  There is no assurance that the Company will continue to
have adequate financing available to it in the future.

     Shift in Strategy.  Although members of management of the
Company have prior experience in film production and acquisition of
multiple rights film properties, the Company's decision to increase
its involvement in film production and the acquisition of film
product with multiple rights, to counteract the difficulty in
acquiring only video rights to feature films on attractive terms,
will lead the Company into a business segment where it has a
limited track record.  This shift in strategy toward an increased
emphasis on motion picture production and acquisition may increase
the rewards available to the Company, but may increase the risks as
well.

     Dependence on Key Personnel.  The Company is dependent on the
efforts and abilities of its senior management, particularly Roger
Burlage, the Company's Chief Executive Officer.  The loss of any of
the Company's key executives could have an adverse effect on the
business and prospects of the Company.

Major Customers

     During the year ended December 31, 1993, no one customer
accounted for more than 10% of the net sales of LIVE.  During the
year ended December 31, 1994 two customers accounted for 23.3% of
net sales of LIVE and during the year ended December 31, 1995 two
customers accounted for 34.0% of net sales of LIVE.

Employees

     As of February 29, 1996, LIVE had 119 full-time regular
employees and 6 part-time employees.  None of the Company's
employees are covered by a collective bargaining agreement and the
Company believes that its employee relations are good.

ITEM 2.   PROPERTIES

     The Company's executive offices are leased in Van Nuys,
California.  The Company believes that its office facilities are
adequate to meet its current and anticipated future needs.


ITEM 3.   LEGAL PROCEEDINGS

     On January 9, 1992, a purported class action lawsuit was filed
in the U.S. District Court, Central District of California, by
alleged stockholders of LIVE against LIVE, Carolco and certain of
LIVE's past and present directors and executive officers.  The
complaint alleges, among other things, that the defendants violated
Section 10(b) of the Securities Exchange Act of 1934 (the "Exchange
Act") and Rule 10b-5 promulgated thereunder (a) by concealing the
true value of certain of LIVE's assets, and overstating goodwill,
stockholders' equity, operating profits and net income in LIVE's
Form 10-K for the year ended December 31, 1990, in its 1990 Annual
Report and in its Forms 10-Q for the quarters ended March 31, 1991
and June 30, 1991, and (b) by materially understating the true
extent of the write off of goodwill in connection with the sale of
substantially all of the assets of LIVE's wholly owned subsidiary,
Lieberman Enterprises Incorporated ("Lieberman"), to Handleman
Company ("Handleman") in July 1991.  In addition, the complaint
alleges that certain of the defendants are liable as controlling
persons under Section 20 of the Exchange Act and alleges that
certain other defendants are liable for aiding and abetting the
primary violations.  Subsequently, two additional lawsuits were
filed in the U.S. District Court, Central District of California,
by alleged stockholders of LIVE against the same persons and
entities who were defendants in the original actions, making
substantially the same allegations as were made in the first
lawsuit.  On March 30, 1992, these lawsuits were consolidated. 
Further, in April 1992, an amended complaint was filed in the
consolidated action, lengthening the alleged class period and
adding as defendants certain additional officers, directors and
affiliates of LIVE and Carolco, including Pioneer Entertainment
(USA) L.P. (formerly Pioneer LDCA, Inc.) ("Pioneer"), as well as a
lender to LIVE and Carolco.  On June 17, 1992, the U.S. District
Court, Central District of California, entered an order
conditionally certifying the class, subject to possible
decertification after discovery is completed.  On January 27, 1993,
a second amended complaint was filed in the consolidated class
action making additional and modified allegations against certain
of the defendants claiming they are liable as controlling persons
under Section 20 of the Exchange Act and claiming that certain
other defendants are liable for aiding and abetting the primary
violations.  On April 19, 1993, the court issued a ruling
dismissing defendant Pioneer from this lawsuit.

     In February 1992, a purported class action lawsuit was filed
in the U.S. District Court, District of Delaware, by an alleged
holder of Carolco's public debt, against LIVE, Carolco and certain
directors and executive officers of Carolco.  The Delaware
complaint alleges, among other things, that the defendants violated
Section 10(b) of the Exchange Act and Rule 10b-5 promulgated
thereunder by concealing the true value of certain of LIVE's
assets, and overstating goodwill, stockholders' equity, operating
profits and net income in LIVE's Form 10-K for the year ended
December 31, 1990 and in its Forms 10-Q for the quarters ended
March 31, 1991 and June 30, 1991.  In April of 1992 this lawsuit
was transferred to the U.S. District Court, Central District of
California.  The proceedings are being coordinated with the
consolidated action described in the preceding paragraph.  On July
17, 1992, the U.S. District Court, Central District of California,
entered an order conditionally certifying the class, subject to
possible decertification after discovery is completed.

     The plaintiffs have taken no actions in either of these cases
for over one year, and the Company has asked the Court to dismiss
both cases for non-prosecution.  There is no assurance that the
Company's motions will be granted.  

     In May 1994, a breach of contract claim was filed against a
subsidiary of the Company, claiming non-payment of royalties from
licensing of films in foreign territories and deprivation of
royalty payments as a result of misallocation of certain values
asserted with licensed film properties.  Films subject to the
complaint were contained in the assets of Vestron, Inc. purchased
by the Company in July 1991, and the period covered includes the
license periods both prior to, and subsequent to, the acquisition
date by the Company.  The Company filed a reply brief (including a
Motion to Dismiss) on October 5, 1994, and such Motion to Dismiss
was granted on the grounds of forum non conviens.  Plaintiff filed
a complaint in New York on March 22, 1995.  The Company filed its
answer, affirmative defenses and counterclaim on April 20, 1995. 
Plaintiff filed a motion for class certification on September 8,
1995 to which the Company filed its opposition to the motion on
November 6, 1995.  

     Management and counsel to LIVE are unable to predict the
ultimate outcome of the above-described actions at this time. 
However, LIVE and the other defendants believe that all these
lawsuits are without merit and intend to defend them vigorously. 
Accordingly, no provision for any liability which may result has
been made in LIVE's consolidated financial statements.  In the
opinion of management, these actions, when finally concluded and
determined, will not have a material adverse effect upon LIVE's
financial position or results of operations.

   Other than as described above, there are no material legal
proceedings to which LIVE or any of its subsidiaries are a party
other than ordinary routine litigation in the ordinary course of
business.  In the opinion of management (which is based in part on
the advice of outside counsel), resolution of these matters will
not have a material adverse impact on LIVE's financial position or
results of operations.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of the Company's security
holders during the fourth quarter of the Company's fiscal year
ended December 31, 1995.  

<PAGE>
                                  PART II


ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS

Market Prices

     The Company's Common Stock is listed on the Nasdaq Stock
Market's SmallCap Market (the "SmallCap Market") under the symbol
"LIVE".  As of February 29, 1996, there were 1,133 holders of
record of the Company's Common Stock.  As of the same date,
2,418,417 shares of the Company's Common Stock were outstanding out
of 24,000,000 shares authorized.  

     The following table sets forth for the periods indicated the
high and low sales prices for the Company's Common Stock. 

                       Year Ended December 31, 1994

Quarter Ended                              High       Low  

March 31, 1994 . . . . . . . . . .       $15.625    $11.875
June 30, 1994. . . . . . . . . . .        10.000      8.125
September 30, 1994 . . . . . . . .         8.125      6.250
December 31, 1994. . . . . . . . .         7.500      2.750

                       Year Ended December 31, 1995

Quarter Ended                              High       Low  

March 31, 1995 . . . . . . . . . .        $4.000     $3.000
June 30, 1995. . . . . . . . . . .         5.000      3.500
September 30, 1995 . . . . . . . .         4.375      3.500
December 31, 1995. . . . . . . . .         4.625      2.375

Cash Dividends

     The Company has never paid cash dividends on its Common Stock,
which in part has been due to restrictions imposed by debt
instruments.  The Board of Directors expects that it will continue
to retain all earnings for use in the Company's business except as
required to be paid on the Series B Preferred Stock and the
Company's Series C Convertible Preferred Stock ("Series C Preferred
Stock.")  As of March 15, 1996, the Company will have accrued (but
not paid) approximately $2,207,000 of dividends on its Series C
Preferred Stock.
<PAGE>
ITEM 6.   SELECTED FINANCIAL DATA

     The following table sets forth the selected financial data and
other operating information of LIVE and is derived from the audited
consolidated financial statements of LIVE.  The data should be read
in conjunction with the consolidated financial statements, related
notes and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included elsewhere in this
Form 10-K.  Certain re-classifications were made to the financial
information from 1991 through 1994 to conform to the 1995
presentations. 

<TABLE>                                                               
<CAPTION>                                                             Year Ended December 31,                
                                                               
                                                   1991          1992          1993          1994(3)       1995(3) 
                                                                
                                                      (Amounts in Thousands, Except Per Share Data)
<S>                                             <C>           <C>           <C>             <C>           <C>
Summary of Operations
Net sales (1). . . . . . . . . . . . . . . . .  $237,705      $160,953      $143,735        $117,205      $140,112
Operating (loss) profit. . . . . . . . . . . .      (586)       (4,854)      (21,177)         (6,174)       10,826
Interest expense, net. . . . . . . . . . . . .   (15,834)      (14,424)       (6,264)         (3,300)          565
(Loss) income from continuing operations . . .   (17,737)      (17,460)      (28,209)         (9,674)       10,791
(Loss) income from discontinued operations . .   (89,315)        1,090       (22,083)           (100)           -- 
Extraordinary item . . . . . . . . . . . . . .        --         3,967            --              --            -- 
Net (loss) income  . . . . . . . . . . . . . .  (107,052)      (12,403)      (50,292)         (9,774)       10,791
Primary
 (Loss) income per common share:
  Continuing operations. . . . . . . . . . . .     (7.75)(2)     (8.20)(2)    (13.15)(2)       (8.05)(2)      1.34
  Discontinued operations. . . . . . . . . . .    (37.00)          .45         (9.15)          (0.04)           --
  Extraordinary item . . . . . . . . . . . . .        --          1.65            --              --            --
                                                $ (44.75)(2)  $  (6.10)(2)  $ (22.30)(2)    $  (8.09)(2)  $   1.34
Fully Diluted
  Continuing operations. . . . . . . . . . . .     (7.75)(2)     (8.20)(2)    (13.15)(2)       (8.05)(2)       .53
  Discontinued operations. . . . . . . . . . .    (37.00)          .45         (9.15)          (0.04)           --
  Extraordinary item . . . . . . . . . . . . .        --          1.65            --              --            --
                                                $ (44.75)(2)  $  (6.10)(2)  $ (22.30)(2)    $  (8.09)(2)  $    .53
</TABLE>

<TABLE>
<CAPTION>
                                                                          December 31,                        
                                                               
                                                   1991          1992          1993           1994(3)      1995(3)
                                                                      (Amounts in Thousands)
<S>                                             <C>           <C>           <C>             <C>           <C>
Selected Financial Data
Cash and receivables . . . . . . . . . . . . .  $ 97,597      $ 33,183      $ 44,790        $ 26,214      $ 49,487
Inventories. . . . . . . . . . . . . . . . . .    49,205        48,961        10,124           7,842         4,813
Total assets . . . . . . . . . . . . . . . . .   413,977       297,048       253,549         156,794       149,445
Total obligations. . . . . . . . . . . . . . .   352,380       207,989       242,807         121,077       111,425
Total stockholders' equity . . . . . . . . . .    61,597        89,059        10,742          35,717        38,020
               
<FN>
(1)  Net sales do not include sales of VCL of $26,713,000,
     $31,560,000, $28,511,000, $22,712,000 and $32,527,000 for the
     years ended December 31, 1991, 1992, 1993, 1994 and 1995,
     respectively.
(2)  Income (loss) per common share in 1991, 1992, 1993, 1994 and
     1995 is net of preferred dividends of $966,000, $2,397,000,
     $3,589,000, $3,791,000 and $3,027,000, respectively, and, for
     1994 and 1995, is also net of accretion in the redemption
     value of the Series B Preferred Stock of $6,000,000 and 
     $4,509,000, respectively.
(3)  The table does not include financial data of the Company's
     Specialty Retail Division, which consisted of its formerly
     wholly owned subsidiary, Strawberries Inc. ("Strawberries")
     and Strawberries' wholly owned subsidiary, Waxie Maxie Quality
     Music Co. ("Waxie Maxie"), subsequent to their sale in August
     1994.
</FN>
</TABLE>

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

Results of Operations

     Year Ended December 31, 1995 Compared to Year Ended
     December 31, 1994

Continuing Operations

     Net sales of LIVE increased to $140,112,000 during 1995
compared to $117,205,000 during 1994.  The increase of $22,907,000,
or 19.5%, is primarily attributable to a stronger video rental
release schedule  and increased sell-through sales in 1995.  This
included increased sales on such sell-through promotions as a
Terminator package and the seasonal Christmas product, and also the
successful rental and sell-through release of Stargate (which accounted
for approximately 25% of the Company's net sales for the year), for which
there was no comparable title released in 1994.  The Company's home
video division released 24 rental titles during 1995 compared to 23
rental titles in 1994.  The increase in revenue is also
attributable to increased theatrical, television and international
revenues in 1995.

     Gross profits of LIVE increased $11,663,000, or 75.6%, to
$27,087,000 during 1995 compared to $15,424,000 during 1994.  The
increase in gross profit dollars was primarily related to the
increase in rental and sell-through sales noted above.  As a
percentage of sales, gross profit increased to 19.3% during 1995
from 13.2% during 1994, primarily due to higher sales and margins
generated in 1995 primarily from the release of Stargate and
certain sell-through promotions.

     Selling, general and administrative expenses of LIVE decreased
$2,424,000, or 13.7%, to $15,249,000 during 1995 compared to
$17,673,000 during 1994.  As a percentage of sales, the amount
decreased to 10.9% during 1995 from 15.1% during 1994.  The dollar
and percentage decrease is primarily a result of LIVE recording a
reserve in 1994 of approximately $1,560,000 against a receivable
owed to LIVE by Carolco Pictures, Inc. ( Carolco ) and the recovery
of a previously written off bad debt from a former distributor of
approximately $1,000,000 in 1995.

     Interest and other income decreased $268,000 or 10.0% to
$2,424,000 during 1995 compared to $2,692,000 during 1994, which
was primarily the result of a decrease in interest earned on cash
on hand and letters of credit issued to secure film acquisitions in
1994.

     Interest expense of LIVE decreased $4,133,000, or 69.0%, to
$1,859,000 during 1995 compared to $5,992,000 during 1994. 
Interest expense decreased as a result of the repayment of
$37,000,000 of 12% Subordinated Secured Notes due 1994 (the "12%
Notes") during September and October of 1994 and a decrease in the
amortization of loan costs in 1995.  

     Preferred dividends of $3,027,000 in 1995 and $3,791,000 in
1994 represents the 5% cash dividend accrued on both the Series B
Preferred Stock and the Series C Preferred Stock, as well as, in
the case of the Series C Preferred Stock, additional 5% dividends
on accrued but unpaid dividends.

     The effective income tax rate for 1995 was 5.3% compared to an
effective tax rate of 2.1% for 1994, primarily due to the Company having 
income from continuing operations of $11,391,000 (1995) as compared to
a loss from continuing operations of $9,474,000 (1994).

Discontinued Operations

     As a result of the Board of Directors' decision to dispose of
the Company's interests in VCL, the results of operations for VCL
have been restated to account for the sale of VCL as a disposal of
a portion of a line of business.  Accordingly, a provision for
losses during the phase-out period totaling $3,885,000 for VCL had
been accrued and accounted for at December 31, 1993 and was not
included in the results of operations for 1994 and 1995.  In
November 1995, the Company and certain of its affiliates, on the
one hand, and Datty Ruth, the owner of 19% of VCL, and Apricot
Computer GmbH (Apricot), on the other, consummated a transaction
whereby the Company s 81% interest in VCL, as well as all
receivables owed by VCL to the Company or its affiliates, was
transferred to Ruth and Apricot.  The total consideration received
by the Company and its affiliates in connection with such
transaction was approximately $7,444,000, of which approximately
$3,100,000 was received in February 1995.  The remaining $4,344,000
was received in November 1995. The Company reflected a gain of
approximately $2,913,000 in the quarter ended September 30, 1995,
resulting from the completion of this transaction.

     Net sales of VCL increased to $32,257,000 during 1995 compared
to $22,712,000 during 1994.  The increase of $9,545,000, or 42.0%,
was due primarily to a stronger release schedule in 1995.  For the
year ended December 31, 1994, net revenues, operating profits and
identifiable assets relating to foreign operations were
$26,629,000, $2,945,000 and $33,262,000, respectively.  At December
31, 1994 the assets of VCL have been included in "Assets Held For
Sale."  For the years ended December 31, 1995, net revenues and
operating profits relating to foreign operations were $32,257,000
and $8,775,000 respectively.

     Year Ended December 31, 1994 Compared to Year Ended December 31, 1993

Continuing Operations

     Net sales of LIVE decreased to $117,205,000 during 1994
compared to $143,735,000 during 1993.  The decrease of $26,530,000,
or 18.5%, is primarily attributable to a weaker release schedule in
1994 compared to 1993, as fewer titles were purchased for release
in 1994 due to the Company's liquidity problems and the lack of
commercially attractive titles.  LIVE released twenty-three rental
titles during 1994 compared to thirty-three rental titles during
1993.  Results for 1994 included revenues from the initial rental
release of the films Fortress, The Piano, Gunmen, The House of the
Spirits, Beyond The Law and Wagons East.  There was also a decrease
in sell-through sales during 1994 compared to 1993, primarily due
to the sell-through release of Tom & Jerry: The Movie in 1993. 
There was no comparable sell-through title released in 1994.

     Gross profits of LIVE decreased $3,975,000, or 20.5%, to
$15,424,000 during 1994 compared to $19,399,000 during 1993.  The
decrease in gross profit dollars was primarily related to the
decrease in sales and an increase in amortization of film rights
costs related to adjustments in projected values of certain film
properties.  As a percentage of sales, gross profit decreased from
13.5% during 1993 to 13.2% during 1994.  The decrease in gross
profit as a percentage of sales is primarily due to the decrease in
rental sales, which usually generate higher gross profits as a
percentage of sales.

     Selling, general and administrative expenses of LIVE increased
$425,000, or 2.5%, to $17,673,000 during 1994 compared to
$17,248,000 during 1993.  As a percentage of sales, the amount
increased from 12.0% during 1993 to 15.1% during 1994.  The dollar
increase is primarily a result of the write-off of the entire
$6,211,000 receivable owed to LIVE by Carolco (of which all but
$2,177,000 was reserved for in prior years) and approximately
$1,000,000 in expenses related to a proposed merger between Carolco
and LIVE, offset by reduced overhead expenses.  The percentage
increase is primarily due to the decrease in sales.

     Interest income of LIVE increased $1,258,000, or 87.7%, to
$2,692,000 during 1994 compared to $1,434,000 during 1993.  The
increase is primarily due to increased cash on hand throughout
1994.

     Interest expense of LIVE decreased $1,706,000, or 22.2%, to
$5,992,000 during 1994 compared to $7,698,000 during 1993. 
Interest to maturity on $36,872,000 of the Company's $40,000,000 of
Increasing Rate Senior Subordinated Notes due 1999 (the "LIVE
Increasing Rate Notes") has been included in the carrying value of
the LIVE Increasing Rate Notes and will not be recognized as
interest expense in 1994 and future years.  Interest expense
recognized in 1993 and 1994 on the remaining $3,128,000 of LIVE
Increasing Rate Notes was $312,000 and $476,000, respectively.  The
decrease in interest expense in 1994 was primarily due to reduced
bank borrowings in 1994.

     Preferred dividends of $3,589,000 and $3,791,000 in 1993 and
1994 represents the 5% cash dividend accrued on both the Series B
Preferred Stock and the Series C Preferred Stock as well as, in the
case of the Series C Preferred Stock, additional 5% dividends on
accrued but unpaid dividends.

     The effective income tax rate from continuing operations for
1994 was 2.1%.  The effective tax rate from continuing operations
for 1993 was 2.8%.

     Revenues, operating profits/(losses) and identifiable assets
of the Company's foreign operations were $26,629,000, $2,945,000
and $33,262,000, respectively, in 1994 compared to $34,009,000,
($3,289,000) and $28,871,000, respectively, in 1993.

Discontinued Operations

     As a result of the Board of Directors' decision in early 1994
to dispose of LIVE's interests in the Specialty Retail Division and
VCL, the Specialty Retail Division's results of operations for 1993
had been restated and accounted for  as a discontinued operation. 
VCL's operating results for 1993 and 1994 had been restated and
accounted for as a disposal of a portion of a line of business. 
Accordingly, the provision for losses during the phase-out period
totaling $2,024,000 for the Specialty Retail Division and
$3,885,000 for VCL had been accrued and accounted for at December
31, 1993 and are not included in the results of operations for
1994.  Losses of $1,858,000 and $2,994,000 have been charged
against the respective provisions during 1994.

Liquidity and Capital Resources

     Historically, the Company has funded its operations through a
combination of cash generated from operations, bank borrowings,
advances from distributors under distribution agreements and the
proceeds from the issuance of debt instruments.  For the year ended
December 31, 1995, the Company generated positive cash flow from
continuing operations of $32,682,000.

     On May 27, 1995, LIVE entered into a three year extension of
its distribution agreement with Warner-Elektra-Atlantic Corporation
("WEA").  Under the terms of the agreement, WEA advanced
$10,000,000 to LIVE, recoupable from distribution revenues during
the three year term of the agreement at $277,778 per month, plus
interest at LIBOR, plus 0.2%.  In order to obtain the advance, LIVE
granted WEA a second priority security interest in substantially
all of LIVE's assets.  As of December 31, 1995, there was
$8,333,000 outstanding under the advance, and the interest rate on
the advance at December 31, 1995 was 6.075%.

     Investing activities generated a negative cash flow of
$460,000, primarily as a result of the acquisition of property and
equipment at LIVE. 

     LIVE and its affiliates are a party to a three-year
$30,000,000 revolving credit facility with Foothill Capital
Corporation (the "Foothill Credit Facility").  Borrowings available
under the Foothill Credit Facility are limited to $27,500,000 until
additional participant lenders are added to the Facility, at which
time the borrowings available will be increased to a maximum
$30,000,000.  Borrowings under the Foothill Credit Facility are
secured by substantially all of the assets of LIVE and its
affiliates.  Outstanding borrowings under the Foothill Credit
Facility bear interest at the rate of 2% per annum above the
highest of the Bank of America, Mellon Bank or Citibank prime rate,
payable monthly.  In no event will interest under the Foothill
Credit Facility be less than 7% per annum.  The Foothill Credit
Facility provided for a closing fee of $500,000, an annual facility
fee of 1/4 of 1% and a commitment fee of 1/4 of 1% on any unused
amount.  The Foothill Credit Facility also requires LIVE to meet
certain financial ratios, and as of December 31, 1995 the Company
was in compliance with all such financial ratios.  There were no
amounts outstanding under the Foothill Credit Facility as of
December 31, 1995.

     The Company has not borrowed any funds under the Foothill
Credit Facility since it was obtained in November 1994, and, as
noted above, the Company has had substantial cash balances
throughout the 1995 fiscal year.  As a result of the Company's
upcoming cash expenditures relating to planned theatrical release
and production/acquisition schedules for 1996, it is anticipated
that the cash balances on hand will be utilized and the Company
will have to draw funds against its credit facility to meet its
anticipated 1996 cash expenditures.  This will reduce the liquidity
of the Company in 1996 when compared to the 1995 cash and borrowing
positions.

     Dividends on the Series C Preferred Stock, at the rate of 5%
per annum on the unreturned $15,000,000 liquidation value of the
Series C Preferred Stock, are due on June 30 and December 31 of
each year.  Although the dividends scheduled to be paid on June 30
and December 31 of 1993, 1994 and 1995 were accrued by LIVE, those
dividends were not paid due to restrictions imposed on LIVE by the
terms of the Series B Preferred Stock, which prohibit the payment
of dividends on the Series C Preferred Stock unless the aggregate
amount of such dividends, together with all cash dividends paid on
the Series B Preferred Stock, does not exceed the net income of
LIVE (adding back specified net worth exclusions) since the March
23, 1993 date of issuance of the Series B Preferred Stock and
Series C Preferred Stock.  LIVE has had a cumulative consolidated
net loss for the period subsequent to March 23, 1993.  Thus,
pursuant to the terms of the Series B Preferred Stock, LIVE was
prohibited from paying the June 30 and December 31, 1993, 1994 and
1995 cash dividends on the Series C Preferred Stock which, together
with accrued and unpaid dividends thereon, totaled $2,207,000 as of
December 31, 1995.

     The unpaid Series C Preferred Stock dividend itself bears a
dividend of 5% per annum, and is due on the next regularly
scheduled dividend payment date for the Series C Preferred Stock. 
LIVE intends to pay the June 30 and December 31, 1993, 1994 and
1995 dividends, plus the additional dividends thereon, as soon as
it has sufficient net income to permit such payment to occur or as
soon as the Series B Preferred Stock has been redeemed, provided
that such payment does not impair the capital of LIVE and is
permitted under the Delaware General Corporation Law ("DGCL").

     LIVE experienced negative cash flows from financing activities
of $6,999,000 during the year ended December 31, 1995 primarily due
to the repurchase of 1,400,000 shares of the Company's Series B
Cumulative Preferred Stock, interest and principal  payments on
long term obligations and payment of dividends on the Series B
Cumulative Preferred Stock. 

     As of December 31, 1995, the aggregate redemption price for
the Series B Preferred Stock was $41,970,000 ($10.00 per share). 

     Although LIVE has no obligation to redeem any Series B
Preferred Stock, subject to the availability of funds and the prior
approval of its Board of Directors and its lenders, LIVE may
acquire shares of its Series B Preferred from time to time, either
through private purchases or through open market purchases. 
Through March 15, 1996, LIVE acquired, and subsequently retired, a
total of 2,177,500 shares of the Series B Preferred Stock at an
average price of $4.27 per share.

Impact of Inflation and Other Matters

     The inflation rate in recent years has been negligible.  Where
manufacturers have increased prices, the Company generally has been
able to pass on such price increases within 90 to 180 days.  As a
result, inflation has not had a material impact on the results of
operations.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The index to Consolidated Financial Statements of the Company
is included in Item 14.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

     None.

<PAGE>
                                 PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information regarding directors and executive officers of the
Company appearing under the caption "Information Concerning Current
Directors, Nominees for Directors and Executive Officers" in the
Company's proxy statement for the 1996 Annual Meeting of
Stockholders (the "1996 Proxy Statement") is hereby incorporated by
reference.

     Information regarding the Company's directors' and executive
officers' compliance with Section 16(a) of the Securities Exchange
Act of 1934 under the caption "Compliance with Section 16(a) of the
Securities Exchange Act of 1934" in the 1996 Proxy Statement is
hereby incorporated by reference.

ITEM 11.  EXECUTIVE COMPENSATION

     Information appearing under the captions "Executive
Compensation and Other Remuneration," "Board Fees," "Compensation
Committee Interlocks and Insider Participation" and "Employment and
Committee Agreements" in the 1996 Proxy Statement is hereby
incorporated by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

     Information setting forth the security ownership of certain
beneficial owners and management appearing under the caption
"Security Ownership of Certain Beneficial Owners and Management" in
the 1996 Proxy Statement is hereby incorporated by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information regarding certain related transaction appearing
under the caption "Certain Relationships and Related Transactions"
in the 1996 Proxy Statement is hereby incorporated by reference.

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a)(1)    The following consolidated financial statements of
LIVE and its subsidiaries are included in Item 8 and filed
herewith:

          Consolidated Balance Sheets as of December 31, 1994 and
          1995

          Consolidated Statements of Operations for the Years Ended
          December 31, 1993, 1994 and 1995

          Consolidated Statements of Stockholders' Equity for the
          Years Ended December 31, 1993, 1994 and 1995
     
          Consolidated Statements of Cash Flows for the Years Ended
          December 31, 1993, 1994 and 1995

          Notes to Consolidated Financial Statements

  (a)(2)  The following consolidated financial statement
          schedule is included in Item 14(d):

          Schedule II    --   Valuation and Qualifying Accounts

          All other schedules for which provision is made in the
applicable accounting regulation of the Commission are either not
required under the related instructions or are inapplicable, and
therefore have been omitted.

  (a)(3)  The exhibits listed on the Exhibit Index are filed
          as part of this report.

     (b)  No reports on Form 8-K were filed by the Company for the
          quarter ended December 31, 1995. 
<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.

                         LIVE ENTERTAINMENT INC.

                         By   /s/  ROGER A. BURLAGE       
                                      Roger A. Burlage
                                  Chief Executive Officer

Dated: March 18, 1996

     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 and in the capacities and on the dates
indicated.

        Signature              Title                           Date


     ANTHONY J. SCOTTI*        Chairman of the Board           March 18, 1996
   Anthony J. Scotti


/s/  ROGER A. BURLAGE          Chief Executive Officer         March 18, 1996
   Roger A. Burlage            (principal executive officer);
                               Director

                             
/s/  RONALD B. CUSHEY          Chief Financial Officer         March 18, 1996
   Ronald B. Cushey            (principal financial officer);
                               Director


/s/  ROBERT L. DENTON          Vice President and              March 18, 1996
   Robert L. Denton            Chief Accounting Officer
                               (principal accounting officer)


     FRANS J. AFMAN*           Director                        March 18, 1996
   Frans J. Afman


     JAY BURNHAM*              Director                        March 18, 1996
   Jay Burnham


     MAKOTO KOSHIBA*           Director                        March 18, 1996
   Makoto Koshiba

<PAGE>
       Signature              Title                           Date


     JONATHAN D. LLOYD*        Director                        March 18, 1996
   Jonathan D. Lloyd


     RYUICHI NODA*             Director                        March 18, 1996
   Ryuichi Noda


     MASAO NOMURA*             Director                        March 18, 1996
   Masao Nomura


     ROGER R. SMITH*           Director                        March 18, 1996
   Roger R. Smith


     GREGORY R. PIERSON*       Director                        March 18, 1996
   Gregory R. Pierson

*  By signing his name hereto, Roger A. Burlage signs this document
as Chief Executive Officer of the Registrant and on behalf of the
persons indicated above pursuant to powers of attorney duly
executed by such persons and filed herewith.


By: /s/  ROGER A. BURLAGE, ATTORNEY-IN-FACT
     Roger A. Burlage, Attorney-In-Fact


<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.

                         LIVE ENTERTAINMENT INC.

                         By                               
                                Roger A. Burlage
                                Chief Executive Officer

Dated: March 18, 1996

     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 and in the capacities and on the dates
indicated.

        Signature              Title                           Date


     ANTHONY J. SCOTTI*        Chairman of the Board           March 18, 1996
   Anthony J. Scotti


                               Chief Executive Officer         March 18, 1996
   Roger A. Burlage            (principal executive officer);
                               Director

                             
                               Chief Financial Officer         March 18, 1996
   Ronald B. Cushey            (principal financial officer);
                               Director


                               Vice President and              March 18, 1996
   Robert L. Denton            Chief Accounting Officer
                               (principal accounting officer)


     FRANS J. AFMAN*           Director                        March 18, 1996
   Frans J. Afman


     JAY BURNHAM*              Director                        March 18, 1996
   Jay Burnham


     MAKOTO KOSHIBA*           Director                        March 18, 1996
   Makoto Koshiba

<PAGE>
       Signature              Title                           Date


     JONATHAN D. LLOYD*        Director                        March 18, 1996
   Jonathan D. Lloyd


     RYUICHI NODA*             Director                        March 18, 1996
   Ryuichi Noda


     MASAO NOMURA*             Director                        March 18, 1996
   Masao Nomura


     ROGER R. SMITH*           Director                        March 18, 1996
   Roger R. Smith


     GREGORY R. PIERSON*       Director                        March 18, 1996
   Gregory R. Pierson

*  By signing his name hereto, Roger A. Burlage signs this document
as Chief Executive Officer of the Registrant and on behalf of the
persons indicated above pursuant to powers of attorney duly
executed by such persons and filed herewith.


By:                                        
     Roger A. Burlage, Attorney-In-Fact







                  REPORT OF INDEPENDENT AUDITORS


Board of Directors
LIVE Entertainment Inc.


    We have audited the accompanying consolidated balance sheets
of LIVE Entertainment Inc. and subsidiaries as of December 31, 1994
and 1995, and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the three years in
the period ended December 31, 1995.  Our audits also included the
financial statement schedule listed in the Index at Item 14(a). 
These financial statements and schedule are the responsibility of
the Company's management.  Our responsibility is to express an
opinion on these financial statements and schedule based on our
audits.

    We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

    In our opinion, the financial statements referred to above,
present fairly, in all material respects, the consolidated
financial position of LIVE Entertainment Inc. and subsidiaries at
December 31, 1994 and 1995, and the consolidated results of their
operations and their cash flows for each of the three years in the
period ended December 31, 1995, in conformity with generally
accepted accounting principles.  Also, in our opinion, the related
financial statement schedule, when considered in relation to the
basic financial statements taken as a whole, presents fairly, in
all material respects, the information set forth therein.


                        ERNST & YOUNG LLP

Century City
Los Angeles, California
March 11, 1996


<PAGE>
               LIVE ENTERTAINMENT INC. AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS
                        (Amounts in Thousands)
                                                                 December 31, 
                                                               1994      1995  

                         ASSETS 
ASSETS:
   Cash and cash equivalents, including restricted cash      
    of $4,663 and $1,352 . . . . . . . . . . . . . . . . .   $ 24,264  $ 49,487
   Accounts receivable, less allowances of $19,469 
    in 1994. . . . . . . . . . . . . . . . . . . . . . . .      1,950        --
   Inventories . . . . . . . . . . . . . . . . . . . . . .      7,842     4,813
   Receivable related to assets held for sale. . . . . . .     17,916        --
Property and equipment, net. . . . . . . . . . . . . . . .      1,400     1,145
Film rights, net of accumulated amortization of $466,260 
 and $519,604 . . . . . . . . . . . . . . . . . . . . .  .     71,108    66,700
Other assets . . . . . . . . . . . . . . . . . . . . . . .      2,443     1,353
Goodwill, net of accumulated amortization of $36,118 
 and $40,042 . . . . . . . . . . . . . . . . . . . . . . .     29,871    25,947
                                                             $156,794  $149,445

               LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
   Accounts payable. . . . . . . . . . . . . . . . . . . .      7,305     6,675
   Accrual for returns and advertising net of accounts 
   receivable of $15,447 in 1995 . . . . . . . . . . . . .         --     3,430
   Accrued expenses. . . . . . . . . . . . . . . . . . . .     11,483    12,451
   Notes payable . . . . . . . . . . . . . . . . . . . . .      3,333     8,333
   Increasing Rate Senior Subordinated Notes due 1999, 
    including capitalized interest of $16,871 and $13,184.     56,871    53,184
   Film rights obligations . . . . . . . . . . . . . . . .     19,776    18,559
   Liabilities related to assets held for sale . . . . . .     13,542        --
   Dividends payable . . . . . . . . . . . . . . . . . . .      2,131     2,309
   Income taxes payable and deferred income taxes. . . . .      6,636     6,484
     Total liabilities . . . . . . . . . . . . . . . . . .    121,077   111,425

STOCKHOLDERS' EQUITY:
   Series B Cumulative Convertible Preferred Stock--
    authorized 9,000,000 shares; $1.00 par value; 
    $56,000,000 liquidation preference (1994); $41,970,000
    liquidation preference (1995); 5,600,000 (1994) 
    and 4,197,000 (1995) shares outstanding. . . . . . . .     5,600     4,197
   Series C Convertible Preferred Stock--15,000 shares 
    authorized and outstanding; $1.00 par value; 
    $15,000,000 liquidation preference . . . . . . . . . .        15        15
   Common Stock -- authorized 24,000,000 shares (1994 and 
    1995); $0.01 par value; 2,418,720 (1994) and 
    2,418,424 (1995) shares outstanding  . . . . . . . . .        24        24
   Additional paid-in capital. . . . . . . . . . . . . . .   136,753   129,668
   Retained deficit. . . . . . . . . . . . . . . . . . . .  (106,675)  (95,884)
                                                              35,717    38,020
                                                            $156,794  $149,445

              See notes to consolidated financial statements.


<PAGE>
<TABLE>                  LIVE ENTERTAINMENT INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF OPERATIONS
                       (Amounts in Thousands, Except Per Share Data)
<CAPTION>
                                                                   Year Ended    
                                                                   December 31,  
                                                        1993         1994           1995     
<S>                                                 <C>           <C>           <C>
Net sales. . . . . . . . . . . . . . . . . . . .    $ 143,735     $ 117,205     $  140,112
Cost of goods sold . . . . . . . . . . . . . . .      124,336       101,781        113,025
     GROSS PROFIT. . . . . . . . . . . . . . . .       19,399        15,424         27,087
Operating expenses:                                                          
   Selling, general and administrative expenses.       17,248        17,673         15,249
   Amortization of goodwill. . . . . . . . . . .        3,924         3,925          3,925
                                                       21,172        21,598         19,174
                                                       (1,773)       (6,174)         7,913
Disposal of VCL/Carolco Communications GmbH (VCL):                             
   Net Sales . . . . . . . . . . . . . . . . . .       28,511        22,712         32,257
   Costs and Expenses. . . . . . . . . . . . . .       32,174        22,712         32,257
                                                       (3,663)           --             --
   (Loss) Gain on disposal of VCL. . . . . . . .      (15,741)           --          2,913
                                                      (19,404)           --          2,913
     OPERATING (LOSS) PROFIT . . . . . . . . . .      (21,177)       (6,174)        10,826
   Interest and other income . . . . . . . . . .        1,434         2,692          2,424
   Interest expense. . . . . . . . . . . . . . .       (7,698)       (5,992)        (1,859)
     (LOSS) INCOME FROM CONTINUING OPERATIONS                   
      BEFORE INCOME TAXES. . . . . . . . . . . .      (27,441)       (9,474)        11,391
   Income tax expense. . . . . . . . . . . . . .          768           200            600
     (LOSS) INCOME FROM CONTINUING OPERATIONS. .      (28,209)       (9,674)        10,791
Discontinued Operations:
   Income (loss) from discontinued operations 
    net of income taxes. . . . . . . . . . . . .        1,690          (100)            --
   Loss on disposal and operating losses during 
    phase-out period, net of income tax benefit.      (23,773)           --             --
     (LOSS) FROM DISCONTINUED OPERATIONS . . . .      (22,083)         (100)            --
     NET (LOSS) INCOME . . . . . . . . . . . . .    $ (50,292)    $  (9,774)    $   10,791

Net (loss) income per common share:
Primary:
   Continuing operations . . . . . . . . . . . .    $  (13.15)    $   (8.05)    $     1.34
   Discontinued operations . . . . . . . . . . .        (9.15)        (0.04)            --
   Net (loss) income . . . . . . . . . . . . . .       (22.30)        (8.09)          1.34

Weighted average number of shares outstanding. .    2,417,801     2,418,003      2,436,309
Net (loss) income attributable to common stock .    $ (53,881)    $ (19,565)    $    3,255

Fully Diluted:
   Continuing operations . . . . . . . . . . . .    $  (13.15)    $   (8.05)    $      .53
   Discontinued operations . . . . . . . . . . .        (9.15)        (0.04)            --
   Net (loss) income . . . . . . . . . . . . . .       (22.30)        (8.09)           .53

Weighted average number of shares outstanding. .    2,417,801     2,418,003     20,541,896
Net (loss) income attributable to common stock .    $ (53,881)    $ (19,565)    $   10,791
</TABLE>
                 See notes to consolidated financial statements.

<PAGE>
<TABLE>                        LIVE ENTERTAINMENT INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                    (Dollar Amounts in Thousands)
<CAPTION>
                                                                     Year Ended December 31,  
                                                   1993                      1994                      1995  
                                             Shares     Amounts        Shares     Amounts       Shares       Amounts

<S>                                        <C>          <C>          <C>           <C>        <C>              <C>
Series B Cumulative Convertible
Preferred Stock
 Beginning balance . . . . . . . .          6,000,000   $ 6,000      1,000,000     $ 1,000     5,600,000       $ 5,600
 Series B Cumulative Convertible
   Preferred Stock issued                                                                                               
 Repurchase of Series B Cumulative 
   Convertible Preferred Stock . .                                    (400,000)       (400)   (1,400,000)       (1,403)
 Other . . . . . . . . . . . . . .                                                               (3,000)
 Transferred (to) from current 
   liabilities . . . . . . . . . .         (5,000,000)   (5,000)     5,000,000       5,000                                   
 Ending balance. . . . . . . . . .          1,000,000     1,000      5,600,000       5,600     4,197,000         4,197

Series C Convertible Preferred
Stock                                                                 
 Beginning balance . . . . . . . .                                      15,000          15        15,000            15
 Series C Convertible Preferred
   Stock issued. . . . . . . . . .             15,000         15                                                              
 Ending balance. . . . . . . . . .             15,000         15        15,000          15        15,000            15

Common Stock
 Beginning balance . . . . . . . .          2,417,306         24     2,418,003          24     2,418,720            24
 Common Stock issued (repurchased)                697                      717                     (296)                   
 Ending balance. . . . . . . . . .          2,418,003         24     2,418,720          24     2,418,424            24
</TABLE>


                                                      (Continued)


<PAGE>
<TABLE>                         LIVE ENTERTAINMENT INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                               (Continued)
                                     (Dollar Amounts in Thousands)
<CAPTION>
                                                                                     Year Ended December 31,  
                                                                                  1993          1994          1995   
<S>                                                                           <C>          <C>            <C>
Additional Paid-in Capital                                                                          
   Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . .      $ 126,405    $ 106,604      $ 136,753
   Series B Cumulative Convertible Preferred Stock dividend accrual. . .                      (3,000)        (2,198) 
   Series C Convertible Preferred Stock dividend accrual . . . . . . . .                        (791)          (829)
   Adjustment related to five for one reverse stock split. . . . . . . .             97
   Common Stock issued (Repurchased) . . . . . . . . . . . . . . . . . .              7                          (1)
   Series B Cumulative Convertible Preferred Stock repurchase. . . . . .                      (1,060)        (4,057)
   Issuance of Warrants. . . . . . . . . . . . . . . . . . . . . . . . .            600        
   Series C Convertible Preferred
     Stock issued. . . . . . . . . . . . . . . . . . . . . . . . . . . .         14,495        
   Series B Cumulative Convertible
     Preferred Stock transferred (to) from                                                                  
     current liabilities . . . . . . . . . . . . . . . . . . . . . . . .        (35,000)      35,000             --
   Ending balance. . . . . . . . . . . . . . . . . . . . . . . . . . . .        106,604      136,753        129,668

Retained Earnings (Deficit)
   Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . .        (46,609)     (96,901)      (106,675)
   Net (loss) income . . . . . . . . . . . . . . . . . . . . . . . . . .        (50,292)      (9,774)        10,791
   Ending balance. . . . . . . . . . . . . . . . . . . . . . . . . . . .        (96,901)    (106,675)       (95,884)

Other
   Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . .           (447)          --             --
   Translation adjustment. . . . . . . . . . . . . . . . . . . . . . . .            447           --             --
   Ending balance. . . . . . . . . . . . . . . . . . . . . . . . . . . .             --           --             --

Total Stockholders' Equity . . . . . . . . . . . . . . . . . . . . . . .      $  10,742    $  35,717      $  38,020
</TABLE>



                               See notes to consolidated financial statements.


<PAGE>
<TABLE>                           LIVE ENTERTAINMENT INC. AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (Amounts in Thousands)
<CAPTION>
                                                                                         Year Ended
                                                                                         December 31,  
                                                                                 1993          1994         1995   
<S>                                                                           <C>           <C>          <C>
OPERATING ACTIVITIES:
   (Loss) income from continuing operations. . . . . . . . . . . . . . . .    $ (28,209)    $ (9,674)    $ 10,791
   Adjustments to reconcile net (loss) income to net cash provided by 
    (used for) continuing operating activities:
    Depreciation and amortization of property and equipment. . . . . . . .          880          745          715
    Amortization of goodwill . . . . . . . . . . . . . . . . . . . . . . .        3,924        3,925        3,925
    Loss on disposal of VCL. . . . . . . . . . . . . . . . . . . . . . . .       15,741           --           --
    Amortization of and adjustments to film rights . . . . . . . . . . . .       53,091       49,056       60,330
    Income taxes payable and deferred income taxes . . . . . . . . . . . .         (478)         624         (152)
   (Increase) decrease in operating assets, net of acquisitions:
    Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . . .        6,515          482        1,950
    Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        5,802        2,282        3,029
    Receivable related to assets held for sale . . . . . . . . . . . . . .      (12,637)      68,084       17,916
    Receivable from stockholder. . . . . . . . . . . . . . . . . . . . . .       (2,683)       8,047           --
    Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          427          420        1,090
   Increase (decrease) in operating liabilities, net of acquisitions:
    Accounts payable and accrued expenses. . . . . . . . . . . . . . . . .      (13,888)      (1,707)       4,338
    Accrual for returns and advertising. . . . . . . . . . . . . . . . . .           --           --        3,430
    Liabilities related to assets held for sale. . . . . . . . . . . . . .        6,436      (33,059)     (13,542)
    Acquisition of film rights . . . . . . . . . . . . . . . . . . . . . .      (31,907)     (58,096)     (59,921)
    Film rights obligations incurred . . . . . . . . . . . . . . . . . . .       31,907       58,096       59,921
    Payments on film rights obligations. . . . . . . . . . . . . . . . . .      (43,631)     (54,170)     (61,138)
      Cash provided by (used for) continuing operating activities. . . . .       (8,710)      35,055       32,682
      Cash (used for) provided by discontinued operations. . . . . . . . .        1,150         (100)          --
      Cash provided by (used for) operating activities . . . . . . . . . .       (7,560)      34,955       32,682
INVESTING ACTIVITIES:
   Acquisition of property and equipment . . . . . . . . . . . . . . . . .       (3,676)        (459)        (460)
      Cash used for investing activities . . . . . . . . . . . . . . . . .       (3,676)        (459)        (460)
FINANCING ACTIVITIES:
   Issuance of long-term obligations . . . . . . . . . . . . . . . . . . .      211,260        2,500       10,000
   Payments on long-term obligations . . . . . . . . . . . . . . . . . . .     (189,381)     (50,631)      (8,689)
   Repurchase of Series B Cumulative Preferred Stock . . . . . . . . . . .           --       (1,460)      (5,460)
   Dividends paid on Preferred Stock (Series B and Series C) . . . . . . .       (2,249)      (2,999)      (2,850)
   Issuance of Series C Preferred Stock. . . . . . . . . . . . . . . . . .       15,117           --           --
      Cash provided by (used for) financing activities . . . . . . . . . .       34,747      (52,590)      (6,999)
      Increase (decrease) in cash and cash equivalents . . . . . . . . . .       23,511      (18,094)      25,223
      Cash and cash equivalents at beginning of period . . . . . . . . . .       18,847       42,358       24,264
      Cash and cash equivalents at end of period . . . . . . . . . . . . .    $  42,358     $ 24,264     $ 49,487
</TABLE>


                               See notes to consolidated financial statements.


<PAGE>
         LIVE ENTERTAINMENT INC. AND SUBSIDIARIES
        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   December 31, 1995
                 
Note 1 - Summary of Significant Accounting Policies

     Background and Operations:  LIVE Entertainment Inc. ("LIVE" or
the "Company") was formed in 1988 and its largest ongoing
businesses are LIVE Film & Mediaworks ("LFM") (formerly LIVE Home
Video Inc.) and LIVE International ("LI"), which primarily acquires
rights to produce and distribute theatrical motion pictures,
children's films and special interest programs (including CD-ROM)
which they market and distribute in all media to wholesalers,
retailers and consumers in the United States and Canada (LFM) and
internationally (LI).  As part of its international activities, the
Company also owned an 81% interest in VCL/Carolco Communications
GmbH ("VCL"), a home video distribution and marketing company
headquartered in Munich, Germany.  VCL's year-end is November 30. 
In February 1995, LIVE executed a preliminary agreement providing
for the disposal of its interest in VCL.  In November 1995, LIVE
completed this sales transaction.  The Company's continuing
operations are principally in a single business segment, the
production, distribution and retail sale of a broad variety of film
related entertainment software products.

     Principles of Consolidation:  The financial statements include
the accounts of the Company and its subsidiaries  LFM, LI and VCL. 
The financial statements reflect the Company's interests in VCL as
"Assets Held For Sale" and "Liabilities Related To Assets Held For
Sale" (1994) and account for VCL as a disposal of a portion of a
line of business.  All significant intercompany balances and
transactions have been eliminated.

     Cash Equivalents:  Cash equivalents are all highly liquid
investments maturing in three months or less when purchased. 

     Restricted Cash:  Restricted cash is cash on deposit with
foreign banks, subject to certain foreign restrictions, and
collateral for domestic letters of credit relating to film rights
obligations (1994) and reserves for film production contingencies
(1995).  Such restricted cash is expected to be available to the
Company within 12 months of the balance sheet date.

     Accounts Receivable Allowances:  Accounts receivable are net
of allowances for doubtful accounts, sales returns and advertising
credits (1994).  The accrual for returns and advertising costs are
net of accounts receivable (1995).

     Inventory Valuation:  LFM's inventory of duplicated
videocassettes and boxes is stated at the lower of actual cost or
market.  All other inventories, which consist of videocassettes and
accessories, are stated at the lower of cost or market determined
by using an average cost which approximates the first-in, first-out
(FIFO) method. 

     Depreciation and Amortization:  Property and equipment are
stated at cost and are depreciated over their estimated service
lives using accelerated and straight-line methods.  Leasehold
improvements are amortized over the lesser of their estimated
useful lives or the terms of the related leases.

     Film Rights:  Acquisition, production, print and advertising
costs (which benefit future periods) are capitalized as film
rights.  Film rights are stated at the lower of unamortized cost or
estimated net realizable value.  In accordance with Financial
Accounting Standards Board Statement No. 53, the individual film
forecast method is used to amortize film rights.  Costs accumulated
in the acquisition, production and distribution of a film are
amortized in the proportion that gross revenues realized bear to
management's estimate of the total gross revenues expected to be
received.  Estimated liabilities for residuals and participations
are accrued and expensed in the same manner as film rights are
amortized.  Where film rights are acquired from producers for a
guaranteed minimum payment and the producer retains a participation
in the film profits, the film profits are allocated to the Company
until the guaranteed minimum payment is recovered, after which the
producer's share is accrued.
     
     Revenue estimates on a film by film basis are reviewed
periodically by management and are revised, if warranted, based
upon management's appraisal of current market conditions.  Based on
this review, if estimated future gross revenues from a film are not
sufficient to recover the unamortized film costs, other direct
distribution expenses, and participations, the unamortized film
cost shall be written down to net realizable value.  In unusual
cases, such as a change in public acceptance of certain types of
films or actual costs substantially in excess of budgeted costs, a
write-down to net realizable value may be required before the film
is released.

     Goodwill:  Goodwill represents both the excess of
consideration paid for companies acquired in purchase transactions
over the estimated fair value of the net assets of such companies
and the application of pushdown accounting associated with the
purchase of LFM by Carolco Pictures Inc. ("Carolco") in 1986. 
Goodwill is being amortized principally on a straight-line basis
over periods ranging from 7 to 30 years.  The recoverable goodwill
balance relating from the acquisition of VCL (1994) has been re-classified 
and included in "Assets Held For Sale."  It is the Company's policy to 
evaluate goodwill and recognize impairment if it is probable that the 
recorded amounts are not recoverable from future cash flows. 

     Income Taxes:  The Company records its income tax provision in
accordance with the Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes" ("SFAS No. 109").  Prior to the
adoption of SFAS No. 109, income tax expense was determined using
the liability method prescribed by Statement of Financial
Accounting Standards No. 96 ("SFAS No. 96"), which was superseded
by SFAS No. 109.  Among other changes, SFAS No. 109 changed the
recognition and measurement criteria for deferred tax assets
included in SFAS No. 96.  Adoption of SFAS No. 109 has had no
material impact on the Company's financial position or results of
operations.

     Deferred income taxes are provided on transactions which are
reported in the financial statements in different periods than they
are for income tax purposes.  Current and deferred taxes are
provided based on filing a consolidated tax return for federal
income tax purposes and combined state tax returns where permitted
by state taxing authorities.  Income taxes for foreign subsidiaries
are provided based upon the applicable statutory rates of the
respective jurisdictions.

     Revenue Recognition:  Minimum guaranteed amounts from
theatrical exhibition and revenues from home video, free television
and pay television license agreements are recognized in accordance
with Financial Accounting Standards Board No. 53, when the license
period begins for each motion picture, the license fee and cost of
each picture are known, such motion pictures have been accepted and
are available pursuant to the terms of the noncancelable license
agreements and the collectability of the full license fee is
reasonably assured.  Revenues from theatrical exhibition in excess
of minimum guaranteed amounts are recognized during the period of
exhibition.  Cash collected in advance of the time of availability
is recorded as advance collections on contracts.

<PAGE>
     Once completed, a typical theatrical film will generally be
      made available for license as follows:
                                
                                    Months After        Approximate
          Marketplace               Initial Release     Release Period

     Domestic theatrical            ----                1-6 months
     Domestic home video            4-6  months         ----
     Domestic pay-per-view          6-9  months         3 months
     Domestic pay television        10-18 months        12-21 months
     Domestic network/basic cable   30-36 months        18-36 months
     Domestic syndication           30-36 months        3-15 years
     Foreign home video             6-12 months         ----
     Foreign television             18-24 months        18-30 months

     Sales Revenue and Returns Recognition:  Revenue from sales is
generally recognized upon delivery to the customer.  However, in
accordance with industry practice, certain sales are made with the
right to return unsold items.  An allowance is provided for the
gross profit impact of future sales returns, which reduces sales
and cost of goods sold accordingly.

     Net (Loss) Income Per Common Share: (Loss) income per common
share is based on the weighted average number of common and common
equivalent shares outstanding during the periods.  Common
equivalent shares, consisting of outstanding stock options and
warrants, and convertible preferred stock are not included in 1993
and 1994 calculations as they are antidilutive.  Primary per share
information has been determined on the basis of 2,417,801,
2,418,003 and 2,436,309 weighted average shares outstanding for the
years ended December 31, 1993, 1994 and 1995, respectively.  The
net (loss) income per common share for the year ended December 31,
1994 and 1995 gives effect to the accretion of the redemption value
of the Series B Cumulative Convertible Preferred Stock (the "Series
B Preferred Stock") of $6,000,000 and $4,509,000 respectively.  The
net (loss) income per common share for the years ended December 31,
1993, 1994 and 1995 gives effect to total dividends on both the
Series B Preferred Stock and the Series C Convertible Preferred
Stock (the "Series C Preferred Stock") of $3,589,000, $3,791,000
and $3,027,000, respectively.  Fully diluted per share information
for the year ended December 31, 1995 has been determined on the
basis of 20,541,896 weighted average number of shares outstanding,
assuming conversion of the Series B Preferred Stock and the Series
C Preferred Stock.

     Foreign Currency Translation:  The Company's foreign
subsidiaries use the local currency as the functional currency. 
The assets and liabilities are translated into U.S. dollars at
year-end exchange rates.  Revenues and expenses have been
translated into U.S. dollars based generally on the average rates
prevailing during the period.  Gains and losses resulting from
foreign currency transactions were not significant during 1993,
1994 and 1995.

     Concentration of Credit Risk:  The Company sells film
properties and videocassettes to wholesalers, retailers and
consumers worldwide.  Sales by LFM are made to customers
nationwide.  Sales by LI are made to customers in various
territories worldwide.  Credit is extended to wholesalers and
retailers based on an evaluation of the customer's financial
condition, and generally collateral is not required.  Credit losses
are provided for in the financial statements and consistently have
been within management's expectations.  Credit risk relating to the
sale and distribution of videocassettes by Warner-Elektra-Atlantic
Corporation ("WEA") to LFM's customers has been assumed by WEA
under the terms of a three-year distribution agreement (see Note
7).

     The Company places its temporary cash investments with high
credit quality financial institutions and limits the amount of
credit exposure to any one financial institution.  Generally, the
investments made mature within 30 to 90 days and therefore are
subject to little risk.  The Company has not incurred any losses
related to these investments.

     Fair Values of Financial Instruments:  At December 31, 1995,
the carrying value of the Company's financial instruments, which
consist primarily of debt, approximates the fair value thereof. 
Fair value of publicly held debt has been determined based on
quoted market prices.

     Use of Estimates: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying
notes.  Actual results could differ from those estimates.

     Stock Based Compensation: The Company accounts for its stock
compensation arrangements under the provision of APB 25,
"Accounting for Stock Issued to Employees," and intends to continue
this method of accounting.

     Re-classification:  Certain re-classifications were made to
the 1993 and 1994 financial statements to conform to the 1995
presentation.

Note 2 - Series C Preferred Stock

     On March 23, 1993, Pioneer Entertainment (USA) L.P., formerly
Pioneer LDCA, Inc., ("Pioneer") received 15,000 shares of the
Company's Series C Preferred Stock, par value $1.00 per share and
in 1995 transferred these shares to its parent company, Pioneer
Electronic Corporation ("PEC").

     The Series C Preferred Stock bears a cash dividend rate of 5%
($50 per share) per annum, payable semi-annually on June 30 and
December 31 of each year.  Although dividends were accrued by the
Company during 1993, 1994, and 1995, the June 30 and December 31,
1993, 1994, and 1995 dividends totaling approximately $2,207,000
($147.13 per share) (including dividends on the unpaid dividends)
were not paid due to restrictions imposed on the Company by the
terms of the Series B Preferred Stock, which prohibit the payment
of dividends on the Series C Preferred Stock unless the aggregate
amount of such dividends, together with all cash dividends paid on
the Series B Preferred Stock, does not exceed the net income of the
Company (adding back specified net worth exclusions) since the
March 23, 1993 date of issuance of the Series C Preferred Stock and
the Series B Preferred Stock.  The Company has realized cumulative
consolidated net losses since the Series C Preferred Stock and the
Series B Preferred Stock were issued.  Thus, pursuant to the terms
of the Series B Preferred Stock, the Company is prohibited from
paying the June 30 and December 31, 1993, 1994, and 1995 cash
dividends on the Series C Preferred Stock.

     The Series C Preferred Stock ranks junior to the Series B
Preferred Stock and senior to all other classes of stock of the
Company.  The Series C Preferred Stock is convertible into
1,130,170 shares of common equity of the Company (either Common
Stock or Series A Common Stock).  The number of shares into which
the Series C Preferred Stock is convertible was determined by
dividing the $15,000,000 liquidation preference plus accrued
dividends of approximately 2,207,000 of the Series C Preferred
Stock by $15.225, which was 140% of the average closing price of
the Company's Common Stock for the ten trading days ending March
18, 1993, the date that was three business days prior to the
completion of the Company's financial restructuring on March 23,
1993 ("Restructuring").  Holders of the Series C Preferred Stock
are entitled to vote with the holders of Common Stock generally
with each share entitled to as many votes as the number of shares
of Common Stock into which it may be converted.  The Series C
Preferred Stock, in combination with the Company's Common Stock 
owned by PEC, represents approximately 49.8% of the voting equity of 
the Company (see Note 12).  The Series C Preferred Stock may only be 
redeemed in certain limited circumstances in the event of increases in the
trading price of the Company's Common Stock or in the event of a
merger of the Company with another entity.

Note 3 - Discontinued Operations

     On August 31, 1994, LIVE sold its entire interest in its
Specialty Retail Division, which consisted of its formerly wholly
owned subsidiary, Strawberries Inc. ("Strawberries") and
Strawberries' wholly owned subsidiary, Waxie Maxie Music Co.
("Waxie Maxie") to a group including Castle Harlan, Inc., the
President of the Specialty Retail Division, and other senior
managers of the Specialty Retail Division.  The purchaser group
also included Jefferson Capital Group, Ltd. ("Jefferson Capital"). 
The total purchase price paid to LIVE for the Specialty Retail
Division was $35,000,000 in cash, resulting in a loss on disposal
of $23,773,000, which was accrued in 1993.

     In March 1994, primarily as a result of the Company's desire
to focus its efforts on its core entertainment business, the Board
of Directors of the Company decided to dispose of the Company's
interest in VCL.  In February 1995, the Company and certain of its
affiliates, on the one hand, and Datty Ruth, the owner of 19% of
VCL, and Apricot Computer GmbH ("Apricot"), on the other, entered
into a preliminary agreement whereby the Company's 81% interest in
VCL, as well as all receivables owed by VCL to the Company or its
affiliates, would be transferred to Ruth and Apricot.  The total
consideration to be received by the Company and its affiliates in
connection with such transactions was approximately $7,444,000, of
which approximately $3,100,000 was received in February 1995.  The
remaining $4,344,000 was received in November 1995, and a gain of
approximately $2,913,000 was reflected in the quarter ended
September 30, 1995, resulting from the completion of this
transaction.

     Accordingly, the Company's interest in the Specialty Retail
Division as of December 31, 1993 and VCL as of December 31, 1993 and
1994, have been recorded as "Assets Held For Sale," and
"Liabilities Related To Assets Held For Sale"  and have been
written down to their estimated net realizable values.  The
operating statements presented, separately disclose the results of
operations of VCL and account for the Specialty Retail Division as
a discontinued operation in 1993.  The losses on disposal of the
Specialty Retail Division and VCL include provisions for operating
losses during the phase out period of $2,024,000 and $3,885,000,
respectively as of December 31, 1993.  "Assets Held For Sale"
consist primarily of accounts receivable, inventories, properties,
equipment and video rights.  "Liabilities Related To Assets Held
For Sale" consist primarily of accounts payable, accrued expenses,
debts and video obligations.  Corporate general and administrative
expenses have not been allocated to either entity.

     The Specialty Retail Division's revenues for the year ending
December 31, 1993 and the seven months ended August 31, 1994 were,
$106,124,000 and $57,846,000, respectively.  Income/(losses) from
operations for the same periods were, $1,690,000 and ($3,339,000)
which was accrued in 1993, respectively, net of provision for
income taxes of $632,000 and $100,000, respectively.

Note 4 - Foreign Operations

     For the year ended December 31, 1993, net revenues, operating
losses and identifiable assets relating to foreign operations were
$34,009,000, ($3,289,000) and $28,871,000, respectively.  For the
year ended December 31, 1994, net revenues, operating profits and
identifiable assets relating to foreign operations were
$26,629,000, $2,945,000 and $33,262,000, respectively.  At December
31, 1993 and 1994 the assets of VCL have been included in "Assets
Held For Sale."  For the year ended December 31, 1995, net revenues
and operating profits relating to foreign operations were
$32,257,000 and $8,775,000. 

Note 5 - Film Rights

     The components of film rights are as follows:

                                                  December 31, 
                                               1994           1995 
                                                 (In Thousands)

Titles released. . . . . . . . . . . . . .   $491,576        $535,145
Less amortization. . . . . . . . . . . . .   (466,260)       (514,669)
                                               25,316          20,476
Titles not released, masters received. . .     36,960          19,819
Advances paid, masters not received. . . .      8,832          26,405
   TOTAL FILM RIGHTS . . . . . . . . . . .   $ 71,108        $ 66,700

 The Company estimates that 79% of its film rights will be amortized during 
 the three years ending December 31, 1998.

Note 6 - Property and Equipment

 The components of property and equipment are as follows:

                                                  December 31, 
                                               1994           1995 
                                                 (In Thousands)

Building and improvements. . . . . . . . .   $    447        $    456
Equipment and furniture. . . . . . . . . .      6,128           6,578
                                                6,575           7,034
Less accumulated depreciation and amortization (5,175)         (5,889)
                                             $  1,400         $ 1,145

Note 7 - Debt and Other Financing

     Debt and other financing consist of the following:
     
                                                  December 31,  
                                               1994           1995 
                                                 (In Thousands)

Distribution agreements. . . . . . . . . .   $  3,333        $  8,333
Increasing Rate Senior Subordinated Notes 
 due 1999 (see Note 10), including 
 capitalized interest of $16,871 (1994) 
 and $13,184 (1995). . . . . . . . . . . .     56,871          53,184
                                              $60,204         $61,517

<PAGE>
 LIVE and its affiliates are a party to a three-year $30,000,000
revolving credit facility with Foothill Capital Corporation (the
"Foothill Credit Facility") expiring November 16, 1997.  Borrowings
available under the Foothill Credit Facility are limited to
$27,500,000 until additional participant lenders are added to the
Facility, at which time the borrowings available will be increased
to a maximum $30,000,000.  Borrowings under the Foothill Credit
Facility are determined under a borrowing base calculation, which
includes certain allowable accounts receivable, film rights and
inventory balances, and are secured by substantially all of the
assets of LIVE and its subsidiaries.   Outstanding borrowings under
the Foothill Credit Facility bear interest at the rate of 2% per
annum above the highest of the Bank of America, Mellon Bank or
Citibank prime rate, payable monthly.  In no event will interest
under the Foothill Credit Facility be less than 7% per annum.  The
Foothill Credit Facility provided for a closing fee of $500,000, an
annual facility fee of 1/4 of 1% and a commitment fee of 1/4 of 1%
on any unused amount.  The Foothill Credit Facility also requires
LIVE to meet certain financial ratios, and as of December 31, 1995,
the Company was in compliance with all such financial ratios. 
There were no amounts outstanding under the Foothill Credit
Facility as of December 31, 1995.

 On May 27, 1995, LFM entered into a three year extension of its
distribution agreement originally signed in May 1992 with WEA. 
Under the terms of the extension, WEA advanced $10,000,000 to LFM
($20,000,000 had been advanced under the original agreement and
repaid entirely prior to the 1995 extension), recoupable from
distribution revenues during the three year term of the agreement
at $277,778 per month, including interest at LIBOR, plus 0.2%.  In
order to obtain the advance, LFM granted WEA a second priority
security interest in substantially all the LFM's assets.  At
December 31, 1994 and 1995 there was $3,333,000 and $8,333,000,
respectively, outstanding related to the WEA advances.  The interest rate 
on the advance at December 31, 1995  was 6.075%.

 The future maturities of long-term obligations are as follows:

Year Ending December 31,                                  (In Thousands)

1996 . . . . . . . . . . . . . . . . . . . . . . . . . . .     $ 12,341
1997 . . . . . . . . . . . . . . . . . . . . . . . . . . .        4,425
1998 . . . . . . . . . . . . . . . . . . . . . . . . . . .       23,503
1999 . . . . . . . . . . . . . . . . . . . . . . . . . . .       21,247
                                                               $ 61,516

     Interest paid for the years ended December 31 1993, 1994 and
1995 was $9,190,000, $8,621,000, and $5,131,021 respectively,
including $964,000, $787,000, and $28,482 related to the Company's
discontinued operations.

<PAGE>
Note 8 - Leases

     The Company generally conducts its operations through leased
office facilities.  The Company also leases automobiles, computer
equipment, furniture, fixtures and other equipment.  Most leases
require that the Company perform all necessary repairs and
maintenance, provide insurance and pay taxes assessed against the
leased property.  The terms of leases range from month-to-month to
four years, some of which have renewal options.  Certain rents are
adjusted for increases based upon the Consumer Price Index.  The
leases are classified as operating leases.

     Future minimum operating lease payments for the Company, as of
December 31, 1995 are:
                                                          
                                                           (In Thousands)
1996 . . . . . . . . . . . . . . . . . . . . . . . . . . .       $ 909
1997 . . . . . . . . . . . . . . . . . . . . . . . . . . .         911
1998 . . . . . . . . . . . . . . . . . . . . . . . . . . .         909
1999 . . . . . . . . . . . . . . . . . . . . . . . . . . .         478
Total net minimum lease payments . . . . . . . . . . . . .      $3,207

     For the years ended December 31, 1993, 1994 and 1995, rent
expense under all operating leases aggregated  $7,953,000,
$6,685,000, and $1,812,000 respectively, including $6,992,000,
$5,760,000, and $878,000 related to the Company's discontinued
operations.

Note 9 - Film Rights Obligations

     At December 31, 1995, the unrecorded future obligation for
undelivered film product approximates $20,851,417.  Deposits made
for guaranteed delivery of undelivered film product are recorded as
film rights.

     Certain agreements permit a reduction in the amount of film
right payments when stipulated conditions have not been met.  Many
agreements also contain an obligation for the payment of royalties
above the minimum guarantee if sales exceed a stipulated amount. 
At December 31, 1995, $15,585,104 of royalties payable are included
in film rights obligations.

Note 10 - Increasing Rate Senior Subordinated Notes Due 1999

     On March 17, 1993, the United States Bankruptcy Court for the
Central District of California (the "Bankruptcy Court") confirmed
a prepackaged plan of reorganization (the "Prepackaged Plan") for
LIVE, providing for the issuance of $40,000,000 in principal amount
of Increasing Rate Senior Subordinated Notes due 1999 (the "LIVE
Increasing Rate Notes").  The LIVE Increasing Rate Notes mature on
March 23, 1999.  Interest accrued on the LIVE Increasing Rate Notes
from September 1, 1992 at 10% per annum and was scheduled to
increase to 12% on March 23, 1996.  The LIVE Increasing Rate Notes
are governed by the terms of an Indenture between the Company and
American Stock Transfer & Trust Company, as Trustee (the "Indenture").  
LIVE believed that at the end of 1994 it may have
been in violation of the minimum consolidated net worth covenant
contained in the Indenture.  Such default would have permitted the
trustee thereunder or holders of 25% in aggregate principal amount
of the LIVE Increasing Rate Notes to give notice and accelerate
maturity of the indebtedness represented by the LIVE Increasing
Rate Notes.  In November 1994, a majority of the holders of the LIVE 
Increasing Rate Notes agreed to eliminate the minimum net worth 
covenant contained in the Indenture, thereby removing the possibility 
that LIVE might have defaulted under that covenant in 1995.  As part of 
the amendment of the Indenture, LIVE agreed to increase
the interest rate on the LIVE Increasing Rate Notes from 10% per
annum to 12% per annum effective October 18, 1994.  Payment of the
LIVE Increasing Rate Notes is secured only by a lien on the Common
Stock of LFM, subject and subordinate to a lien under the Foothill
Credit Facility and is subordinated to all of the Company's present
and future senior debt.  The LIVE Increasing Rate Notes are subject
to mandatory redemption of $20,000,000 of the principal amount on
March 23, 1998 and are redeemable at any time at par plus accrued
interest.

     The Indenture restricts the ability of the Company and
its Restricted Subsidiaries (as defined) to incur additional senior
debt and subsidiary senior debt, to make restricted payments and
restricted investments, to merge, consolidate or sell assets of the
Company or its Restricted Subsidiaries, to create liens other than
to secure senior debt, subsidiary senior debt and certain other
permitted debt, or to enter into certain transactions with
affiliates of the Company.

     Interest to maturity on $30,055,000 of the LIVE Increasing
Rate Notes of $16,871,000 and $13,184,000 at December 31, 1994 and
1995, respectively, has been included in the carrying value of the
LIVE Increasing Rate Notes, in accordance with Financial Accounting
Standards Board Statement No. 15, "Accounting by Debtors and
Creditors for Troubled Debt Restructurings," and will not be
recognized as interest expense in current and future years.

Note 11 - Income Taxes

     As discussed in Note 1, the Company records its income tax
provision in accordance with SFAS No. 109.

(Loss) Income From Continuing Operations Before Income Taxes is as
Follows:

                                                        December 31,   
                                              1993          1994        1995
                                                       (In Thousands)

Domestic . . . . . . . . . . . . . . . . . $  (8,037)    $ (7,945)   $ 11,391
Foreign. . . . . . . . . . . . . . . . . .   (19,404)      (1,529)         --
                                            $(27,441)    $ (9,474)   $ 11,391

Income Tax Expense (Benefit) From Continuing Operations

                                                         December 31,   
                                               1993          1994        1995
                                                        (In Thousands)
Currently payable:
  Federal. . . . . . . . . . . . . . . . .  $    453     $     --    $    108
  State. . . . . . . . . . . . . . . . . .       332         (494)        172
  Foreign. . . . . . . . . . . . . . . . .        54           70          --
                                                 839         (424)        280
Deferred:
  Federal. . . . . . . . . . . . . . . . .       411          624          48
  State. . . . . . . . . . . . . . . . . .      (482)          --         272
                                                 (71)         624         320
                                            $    768     $    200     $   600

<PAGE>
Components of Deferred Income Taxes

                                                         December 31,       
                                               1993          1994        1995
                                                        (In Thousands)

Film rights. . . . . . . . . . . . . . . .  $    (71)    $    368     $    13
Sales returns and other allowances                 1           35         290
Accelerated depreciation and basis reduction       2            3          (2)
Accruals not currently deductible for tax 
 purposes                                         (8)         218          19
Other. . . . . . . . . . . . . . . . . . .         5           --          --
                                            $    (71)    $    624     $   320


Reconciliation of Effective Rate of Income Taxes

                                                   Percentage of Income (Loss)  
                                                         December 31,  
                                               1993          1994        1995

Restated tax provision . . . . . . . . . .  $    768    $     200     $   600
Book (loss) income . . . . . . . . . . . .   (27,441)      (9,474)     11,391
  Effective tax rate . . . . . . . . . . .      (2.8)%       (2.1)%       5.3%

Federal statutory rate . . . . . . . . . .      35.0%        35.0%       35.0%
State income taxes . . . . . . . . . . . .      (0.4)        (3.0)        3.9
Alternative minimum tax effect, other           (4.4)        (1.2)       (1.2)
Utilized net operating loss. . . . . . . .     (26.9)       (17.6)       (4.5)
(Loss) income related to foreign operations     (0.2)        (0.7)      (49.2)
Foreign deemed dividend. . . . . . . . . .      (0.9)        (0.1)        9.2
Goodwill amortization. . . . . . . . . . .      (5.0)       (14.5)       12.1

  Effective tax rate . . . . . . . . . . .      (2.8)%       (2.1)%       5.3%

Components of Deferred Tax Liabilities and Assets

                                                                          1995 
Deferred tax liabilities:
  Amortization of film rights and other. .                            $ (8,451)
   Total deferred tax liabilities. . . . .                              (8,451)
Deferred tax assets:
  Sales returns and other allowances . . .                                 726
  Accelerated depreciation . . . . . . . .                                 139
  Accruals not currently deductible. . . .                                 322
  Other. . . . . . . . . . . . . . . . . .                                  79
  Tax basis difference - debt. . . . . . .                               4,614
                                                                         5,880
  Less valuation allowance . . . . . . . .                              (4,013)
  Net deferred tax assets. . . . . . . . .                               1,867
   Total deferred tax assets/(liabilities)                            $ (6,584)

    Income taxes paid for the years ended December 31, 1993, 1994
and 1995 were $1,766,000, $1,456,000, and $421,936 respectively,
including $230,000 and $580,000, related to the Company's
discontinued operations in 1993 and 1994.  The valuation allowance
has decreased $14,750,000, from $18,763,000 at December 31, 1994 to
$4,013,000 at December 31, 1995 primarily due to fluctuations in
temporary differences.

    At December 31, 1993, the cumulative undistributed earnings
of the Company's foreign subsidiaries of approximately $4,400,000
were deemed remitted as a dividend in accordance with certain
provisions of the U.S. Internal Revenue Code ("I.R.C.").  During
1994 and 1995, $3,874,000 and $3,000,000 of undistributed earnings
of the Company's foreign subsidiaries were deemed remitted as a
dividend in accordance with the provisions referred to above.  The
related taxes were provided for these deemed dividends in the
Company's U.S. tax provision.  Effective September 13, 1994 LEI-IVE
Entertainment N.V. was domesticated as a Delaware corporation under
the name LIVE Entertainment International Inc.  Such reorganization
did not result in United States or California tax liability to the
Company.

    On March 17, 1993, the Bankruptcy Court confirmed the
Prepackaged Plan.  In accordance with the I.R.C., this
reorganization has caused a "change in ownership" which will result
in a limitation on the future utilization of the Company's net
operating loss carryforwards beginning with the year ending
December 31, 1993.  The annual limitation is approximately
$1,600,000 per year subject to certain increases relating to built-in 
gain items.

    At December 31, 1995, approximately $36,000,000 of net
operating loss carryforwards are available for regular federal tax
return purposes.  In accordance with Section 108 of the I.R.C., the
Company was required to reduce its "tax attributes" due to the
confirmation of the Prepackaged Plan.  This resulted in the
reduction of net operating loss carryforwards by approximately
$35,000,000.  Remaining federal net operating losses of $36,000,000
for regular income tax purposes, of which $31,000,000 are subject to
annual limitations as described above, will expire between the
years 2006 and 2009.  State net operating loss carryforwards were
$13,000,000 prior to the reduction in "tax attributes."  This
amount was fully absorbed after the reduction in "tax attributes"
due to the confirmation of the Prepackaged Plan, resulting in the
elimination of all net operating losses for state tax purposes. 
For federal Alternative Minimum Tax ("AMT") return purposes,
$7,000,000 of net operating loss carryforwards are available after
the reduction in "tax attributes."  AMT net operating loss
carryforwards will expire between 2006 and 2009.  AMT credits of
$2,000,000 and foreign tax credits of $600,000 are available to
offset future regular federal income tax liabilities.  The disposal
of the Specialty Retail Division on August 31, 1994 resulted in a
capital loss of approximately $30,000,000 for regular tax purposes
and $31,600,000 for AMT purposes, which may be carried forward, but
expire in 1999.  State capital loss carryforwards are $20,000,000
which expire in 1999.

    The Company is currently under examination by the Internal
Revenue Service for the years ended 1989 through 1991 and by the
California Franchise Tax Board for the years ended 1988 through
1990.

Note 12 - Stockholders' Equity

    On December 9, 1994, the Company filed with the Delaware
Secretary of State a Certificate of Amendment (the "Certificate of
Amendment") to the Company's Restated Certificate of Incorporation
(the "Restated Certificate"), amending Article FOURTH of the
Restated Certificate to reclassify every five outstanding shares of
its common stock, par value $.01 per share ("Prior Common Stock"),
as one share of the Company's common stock having the same par
value and other powers, preferences and rights as the Prior Common
Stock (such shares of reclassified Prior Common Stock are sometimes
hereinafter referred to as shares of "Common Stock") (the "Reverse
Stock Split").

<PAGE>
    The Reverse Stock Split was approved by the affirmative
written consent of holders of over 64% of the Prior Common Stock
and the Company's Series C Preferred Stock, voting together as a
single class, pursuant to a Consent Solicitation Statement dated
November 23, 1994.  Only holders of record of the Prior Common
Stock and Series C Preferred Stock at the close of business on
October 31, 1994 were entitled to consent to the Reverse Stock
Split.  All share amounts indicated herein have been adjusted to
reflect the retroactive application of such Reverse Stock Split.

    The Series B Preferred Stock has a liquidation value of $10.00
per share.  Holders of the Series B Preferred Stock are entitled to
an annual dividend, payable quarterly, which accrues from September
1, 1992 at 5% ($0.50 per share) if paid in cash or 8% if paid in
kind ("PIK") and increases on May 1, 1996 to 10% ($1.00 per share)
if paid in cash and 12% if PIK.  Dividends of $3,000,000 ($0.50 per
share) in each of 1993 and 1994, and $2,198,000 ($0.52 per share)
in 1995 were accrued on the Series B Preferred Stock and were paid
beginning in March 1993 and quarterly thereafter.  The Company may
redeem the Series B Preferred Stock at any time at 100% of the
liquidation value

    Although LIVE has no obligation to redeem any Series B
Preferred Stock, subject to the availability of funds and the prior
approval of its Board of Directors and its lenders, LIVE may
acquire shares of its Series B Preferred from time to time, either
through private purchases or through open market purchases.  On
December 9, 1994, and March 7, 1995, LIVE acquired, and
subsequently retired, 400,000 shares and 1,400,000 shares,
respectively, of the Series B Preferred Stock at average prices
under $4.00 per share.  In addition, in March 1996 the Company
purchased 377,500 shares of the Series B Preferred Stock at an
average price of approximately $6.00 per share.

    Holders of the Series B Preferred Stock are entitled to elect
two directors, and in certain circumstances, up to four members, or
under certain other circumstances, a majority of the Company's
Board of Directors.  No other voting rights exist.  In addition,
commencing May 1, 1996, or earlier if the Company has elected to
pay PIK dividends for a total of four quarters, holders can convert
the Series B Preferred Stock into LIVE Common Stock.  The
conversion price per share is obtained by dividing the liquidation
value by either the market price of the Common Stock or the "Floor
Price."  The Floor Price is initially $20.00 per share of Common
Stock, decreasing $1.25 per share at the end of each three month
period thereafter.  On September 1, 1998, the conversion price will
be reset to the lower of the market price or $5.00 per share,
resulting in the potential issuance of a minimum of approximately 7,600,000
shares of the Company's Common Stock based upon the number of Series B
Preferred Stock shares outstanding as of March 15, 1996.

    The Company's Stock Option and Stock Appreciation Rights Plan
(the "Plan") provides for the granting of incentive stock options,
non-qualified stock options and stock appreciation rights ("SARs")
to its officers, directors, key employees, consultants and other
persons.  Options to purchase a maximum of 300,000 shares of the
Company's Common Stock, of which 120,000 may be granted as SARs,
are available under the Plan.  In March 1994, the Company's Board
of Directors resolved, and the Company's stockholders subsequently
approved, to increase the maximum number of shares which may become
available under the Plan by 100,000 shares.  The options vest over
varying periods and expire in 10 years.  

    On February 7, 1996, the Stock Option Committee of the Board
of Directors granted to certain current employees of LIVE and LFM
a total of 92,400 options at the exercise price of $3.50, the
closing price of the Common Stock on The Nasdaq Stock Market's
Small Cap Market on that day.  The options vest ratably over
periods ranging from two to three years.

<PAGE>
    On March 6, 1995, the Stock Option Committee of the Board of
Directors granted to all current employees and Directors of LIVE
and LFM (other than members of the Stock Option Committee) who were
holders of options pursuant to the Company's 1988 Stock Option and
Stock Appreciation Rights Plan, as amended (the "1988 Plan"), the
option to agree to cancel certain options (the "Canceled Options")
and to receive in return therefor new options (the "New Options")
pursuant to the 1988 Plan, all on the following terms and
conditions: (i) the exercise price for the New Options would equal
$3.50, the closing price of the Common Stock on the SmallCap Market
on March 6, 1995, (ii) fifty percent (50%) of the New Options would
vest on March 6, 1996; the remainder would vest on March 6, 1997,
provided that no New Options would vest earlier than the scheduled
vesting date for the corresponding Canceled Options, and (iv) all
New Options would expire on the expiration date of the
corresponding Canceled Options.

    A summary of stock option transactions during the three years
ended December 31, 1995 follows:

                                                  Number of      Option Price
                                                   Shares         Per Share 
                                                                     ($)
Stock options outstanding: 
  December 31, 1992. . . . . . . . . .            136,480          9.38-70.00
    Canceled . . . . . . . . . . . . .            (24,130)         9.38-70.00
    Granted. . . . . . . . . . . . . .            185,860          8.75-13.75
  December 31, 1993. . . . . . . . . .            298,210          8.75-70.00
    Canceled . . . . . . . . . . . . .            (86,380)         8.75-70.00
    Granted. . . . . . . . . . . . . .             86,570          2.75-15.63
  December 31, 1994. . . . . . . . . .            298,400          8.75-70.00
    Canceled . . . . . . . . . . . . .           (297,720)         3.50-15.63
    Granted. . . . . . . . . . . . . .            275,140          2.75- 4.25
  December 31, 1995. . . . . . . . . .            275,820          2.75-14.38

     At December 31, 1995, 23,300 options were exercisable, at an
average exercise price of $6.55 per share, and no stock
appreciation rights were outstanding.  Options to purchase 77,590
(1993), 76,860 (1994), and 99,860 (1995) shares of the Company's
Common Stock were available for grant under the Plan.

     Warrants to purchase 9,900 shares of the Company's Common
Stock were issued during 1990 and were outstanding as of December
31, 1995.  These warrants are currently exercisable at prices
ranging from $71.25 to $72.50 per share (fair market value at the
date of grant) and expire over varying periods through 2000.

     In 1993, the Company issued warrants to purchase 266,666 and
200,000 shares of the Company's Common Stock at a price of $10.00
and $13.60 per share, respectively.  The warrants are exercisable
until March 1998 and the holders have been granted demand and
piggyback registration rights for the Common Stock underlying the
Warrants.  

<PAGE>
Note 13 - Stockholders' Rights Plan

     In July 1990, the Board of Directors of LIVE adopted a
Stockholders' Rights Plan and declared a dividend of one preferred
stock purchase right (a "Right") for each outstanding share of
Company Common Stock.  Among other provisions, each Right may be
exercised to purchase one one-hundredth share of LIVE's Series R
Junior Participating Cumulative Preferred Stock at an exercise
price of $90, subject to adjustment (the "Exercise Price").  The
Rights may only be exercised after a party, exclusive of LIVE,
Carolco or their affiliates, has acquired or obtained the right to
acquire 20% or more of the Company's Common Stock or in the event
certain mergers or sales of assets by LIVE occur.  The Rights,
which do not have voting rights, expire on July 19, 2000 and may be
redeemed by the Company at a price of $.01 per Right at any time
prior to their expiration or the acquisition of 20% of the
Company's Common Stock by any person other than LIVE, Carolco or
their affiliates.

     In the event a party other than LIVE, Carolco or their
affiliates acquires 20% or more of the Company's outstanding Common
Stock in accordance with certain defined terms, each Right will
entitle its holder to purchase, at the Right's then Exercise Price,
a number of shares of Company Common Stock having a market value of
twice the Right's Exercise Price.  The independent directors of
LIVE may elect to exchange the Rights at an exchange ratio of one
share of Company Common Stock per Right upon the occurrence of
certain defined acquisition events.  If certain mergers or sales of
assets by LIVE occur, each Right shall entitle the holder to
purchase, at the Exchange Price, a number of shares of common stock
of the surviving corporation or purchaser (so long as it is not
LIVE) having a market price of two times the Exercise Price.

Note 14 - Related Party Transactions

     Revenues generated by LFM from Carolco titles amounted to
15.6%, 5.5%, and 7.2% of net sales for the years ended December 31,
1993, 1994 and 1995, respectively.  As of December 31, 1993, the
Company had a note receivable from Carolco bearing interest
aggregating $8,047,000.  In December 1992, the Company, Carolco and
certain of their affiliates reconciled the amounts owing to each by
the others (the "Reconciliation Agreement").  In December 1994, as
part of an agreement settling all open accounts between them,
including those that arose as a result of the Reconciliation
Agreement, LIVE and Carolco agreed that all individual films
previously delivered to LFM or LI under either the Domestic Master
Agreement or the German Master Agreement would no longer be 
cross-collateralized with other films, either within individual packages
or among so called "film packages"; the companies also agreed that
for purposes of their settlement only, all such films would be
deemed to have earned the minimum distribution fee that was
guaranteed to LFM and LI.  In connection with this Reconciliation
Agreement in 1994, LIVE wrote off the remaining unpaid receivable
amount of $6,211,000 that LIVE had recorded in its financial
records as owing from Carolco (of which all but $2,177,000 was
reserved for in prior years).

     Pursuant to an agreement dated October 1995, which amended and
extended an original agreement dated October 1991, LFM granted
Pioneer a license for United States laser videodisc rights to LFM's
library of motion pictures (subject to certain reserved rights) for
a term ending in September 1998.  Pioneer will pay LFM a total of
$4,600,000 ($2,300,000 upon signing and $2,300,000 on January 1,
1997) under this agreement as a non-returnable advance recoupable
on a cross-collateralized basis from all royalties payable to LFM
under the agreement.

     In July 1994, a subsidiary of LFM and an affiliate of Pioneer
reached an agreement whereby the Pioneer affiliate will receive the
Japanese theatrical, video and television distribution rights to
the films Wagons East, Top Dog, The Beans of Egypt, Maine and Goldy
III.

     In July 1994, Carolco and an affiliate of Le Studio Canal+
S.A. ("Le Studio"), a greater than 5% owner of LIVE, reached an
agreement whereby the Le Studio affiliate received the rights in
certain French-speaking territories to the motion picture Wagons
East.

     In July 1994, LFM and an affiliate of Le Studio executed a
definitive agreement whereby LFM licensed the United States and
Canadian video rights to the motion picture Stargate.

     In January 1993, Jefferson Capital, an affiliate of a director
of the Company, received $500,000 for investment banking services
that were provided in connection with the Company's consideration
of a potential business combination of the Company and Carolco. 
Additionally, $850,000 was paid in connection with the completion
of the Restructuring.  In 1993, Jefferson Capital and the co-financial 
advisor received a $150,000 non-refundable retainer to
assist the Company in structuring and placing a long-term working
capital facility for LFM and to make recommendations regarding the
Company's capital structure.  In addition, each received warrants
to purchase 3,333 and 2,941 shares of the Company's Common Stock at
a price of $10.00 and $13.60 per share, respectively.  In 1994
these parties assisted the Company in negotiating and obtaining the
Foothill Credit Facility and received a total fee of $300,000 for
such services.

     In October 1994, LIVE retained Jefferson Capital as its
advisor in connection with LIVE's efforts to obtain the agreement
of the holders of the LIVE Increasing Rate Notes to eliminate the
minimum net worth covenant contained in the Indenture.  Jefferson
Capital received a total fee of $200,000 (one half paid in October
1994 and the second half paid in November 1994) for investment
banking services provided in connection with such efforts. 
Jefferson Capital's fee was not contingent upon the success of
LIVE's efforts to amend the Indenture.  LIVE also agreed to
reimburse Jefferson Capital for its reasonable out-of-pocket
expenses, including legal fees, and to indemnify Jefferson Capital
against certain liabilities, including liabilities under the
federal securities laws, relating to or arising out of services
performed by Jefferson Capital for this engagement.

     In August 1995, Jefferson Capital assisted the Company in
obtaining film project financing from a bank and received a total
fee of $50,000 for such services.

     In connection with the Restructuring, a director of the
Company and Jefferson Capital received a total of $630,000, plus
expenses.  The director received $92,000 of such amount.

     Any and all agreements with Jefferson Capital were terminated
by the Company in May 1995.

     In a July 1993 consulting agreement, the Company engaged a
director to provide consulting services as an independent
contractor in connection with the search by the Company for an
individual to become Chief Executive Officer of LIVE and LFM.  The
fee for such service was $10,000 per month (pro rated for partial
months) plus expenses.  This agreement terminated upon the hiring
of a President and Chief Executive Officer of the Company in
January 1994.  The Company paid this same director a total of
$62,200 in consideration of his services under this agreement.

     In 1993, the Company's Chairman of the Board was issued
warrants to purchase 2,941 shares of the Company's Common Stock at
a price of $13.60 per share.

<PAGE>
     The Company and the Chairman of the Board are parties to an
agreement dated December 1993, pursuant to which the Company
agreed, for a term ending in December 1996, to pay the Chairman
$25,000 per month, plus normal directors expenses and other out-of-pocket 
expenses he may incur in connection with his services to the
Company, in return for the Chairman making himself available to the
Company or any video subsidiary thereof to act as the Chief
Executive Officer's primary reporting person for the period ending
December 31, 1996.  Such compensation is payable as long as the
Chairman makes himself available for such purpose, whether or not
the Company actually utilizes his services and whether or not any
particular Chief Executive Officer is in the Company's employ.

Note 15 - Incentive Savings Plan

     The Company has established the LIVE Incentive Savings Plan,
a profit sharing and 401(k) savings plan, in which eligible
employees of LIVE and LFM may participate.  Each employee who has
attained the age of 21 may become a participant as of the beginning
of each calendar quarter when such employee has completed 1,000
hours of service in the relevant one-year computation period.  The
Company, at the discretion of the Board of Directors, may make
annual contributions to the LIVE Incentive Savings Plan.  The
Company's profit sharing contributions are allocated to individual
accounts of participants in proportion to their compensation.  A
participant is fully vested in his or her tax-deferred employee
contributions at all times.  A participant whose employment
terminates for any reason other than death or disability is
entitled only to the vested portion of the contributions made by
the Company on behalf of the plan participant.  The LIVE Incentive
Savings Plan permits tax-deferred voluntary employee contributions
of an amount equal to not more than 10% of compensation, to be
matched by a LIVE contribution in an amount equal to 50% of the
employee's voluntary contributions which do not exceed 6% of his or
her compensation.  With certain exceptions, contributions made by
the Company vest equally over a period of four years.  Company
contributions to the LIVE Incentive Savings Plan were $55,000,
$46,000, and $95,000 for the years ended December 31, 1993, 1994
and 1995, respectively.

Note 16 - Major Customers

     During the year ended December 31, 1993, no one customer
accounted for more than 10% of the net sales of LIVE.  During the
year ended December 31, 1994, two customers accounted for 23.3% of
net sales of LIVE and during the year ended December 31, 1995, two
customers accounted for 34.0% of net sales of LIVE.

Note 17 - Commitments and Contingencies

     Employment and Separation Agreements:

     The Company has employment agreements with certain of its
officers generally for a term of one to four years.  Future minimum
payments under these contracts are approximately $2,413,000,
$1,812,000, and $93,000 for the years ending December 31, 1996,
1997 and 1998.  

<PAGE>
     Legal Proceedings:

     On January 9, 1992, a purported class action lawsuit was filed
in the U.S. District Court, Central District of California, by
alleged stockholders of LIVE against LIVE, Carolco and certain of
LIVE's past and present directors and executive officers.  The
complaint alleges, among other things, that the defendants violated
Section 10(b) of the Securities Exchange Act of 1934 (the "Exchange
Act") and Rule 10b-5 promulgated thereunder (a) by concealing the
true value of certain of LIVE's assets, and overstating goodwill,
stockholders' equity, operating profits and net income in LIVE's
Form 10-K for the year ended December 31, 1990, in its 1990 Annual
Report and in its Forms 10-Q for the quarters ended March 31, 1991
and June 30, 1991, and (b) by materially understating the true
extent of the write off of goodwill in connection with the sale of
substantially all of the assets of LIVE's wholly owned subsidiary,
Lieberman Enterprises Incorporated ("Lieberman"), to Handleman
Company ("Handleman") in July 1991.  In addition, the complaint
alleges that certain of the defendants are liable as controlling
persons under Section 20 of the Exchange Act and alleges that
certain other defendants are liable for aiding and abetting the
primary violations.  Subsequently, two additional lawsuits were
filed in the U.S. District Court, Central District of California,
by alleged stockholders of LIVE against the same persons and
entities who were defendants in the original actions, making
substantially the same allegations as were made in the first
lawsuit.  On March 30, 1992, these lawsuits were consolidated. 
Further, in April 1992, an amended complaint was filed in the
consolidated action, lengthening the alleged class period and
adding as defendants certain additional officers, directors and
affiliates of LIVE and Carolco, including Pioneer, as well as a
lender to LFM and Carolco.  On June 17, 1992, the U.S. District
Court, Central District of California, entered an order
conditionally certifying the class, subject to possible
decertification after discovery is completed.  On January 27, 1993,
a second amended complaint was filed in the consolidated class
action making additional and modified allegations against certain
of the defendants claiming they are liable as controlling persons
under Section 20 of the Exchange Act and claiming that certain
other defendants are liable for aiding and abetting the primary
violations.  On April 19, 1993, the court issued a ruling
dismissing defendant Pioneer from this lawsuit.

     In February 1992, a purported class action lawsuit was filed
in the U.S. District Court, District of Delaware, by an alleged
holder of Carolco's public debt, against LIVE, Carolco and certain
directors and executive officers of Carolco.   The Delaware
complaint alleges, among other things, that the defendants violated
Section 10(b) of the Exchange Act and Rule 10b-5 promulgated
thereunder by concealing the true value of certain of LIVE's
assets, and overstating goodwill, stockholders' equity, operating
profits and net income in LIVE's Form 10-K for the year ended
December 31, 1990 and in its Forms 10-Q for the quarters ended
March 31, 1991 and June 30, 1991.  In April of 1992 this lawsuit
was transferred to the U.S. District Court, Central District of
California.  The proceedings are being coordinated with the
consolidated action described in the preceding paragraph.  On July
17, 1992, the U.S. District Court, Central District of California,
entered an order conditionally certifying the class, subject to
possible decertification after discovery is completed.

     The plaintiffs have taken no actions in either of these cases
for over one year and the Company has asked the Court to dismiss
both cases for non prosecution.  There is no assurance that the
Company's motion will be granted.

     In May 1994, a breach of contract claim was filed against a
subsidiary of the Company, claiming nonpayment of royalties from
licensing of films in foreign territories and deprivation of
royalty payments as a result of misallocation of certain values
asserted with licensed film properties.  Films subject to the
complaint were contained in the assets of Vestron, Inc. purchased
by the Company in July 1991, and the period covered included the
license periods both prior to, and subsequent to , the acquisition
date by the Company.  The Company filed a reply brief (including a
Motion to Dismiss) on October 5, 1994, and such Motion to Dismiss
was granted on the grounds of forum non conviens.  Plaintiff filed
a complaint in New York on March 22, 1995.  The Company filed its
answer, affirmative defenses and counterclaim on April 20, 1995. 
Plaintiff filed a motion for class certification on September 8,
1995 to which the Company filed its opposition to the motion on
November 6, 1995.
     
     Management and counsel to LIVE are unable to predict the
ultimate outcome of the above-described actions at this time. 
However, LIVE and the other defendants believe that all these
lawsuits are without merit and intend to defend them vigorously. 
Accordingly, no provision for any liability which may result has
been made in LIVE's consolidated financial statements.  In the
opinion of management, these actions, when finally concluded and
determined, will not have a material adverse effect upon LIVE's
financial position or results of operations.

     Other than as described above, there are no material legal
proceedings to which LIVE or any of its subsidiaries are a party
other than ordinary routine litigation in the ordinary course of
business.  In the opinion of management (which is based in part on
the advice of outside counsel), resolution of these matters will
not have a material adverse impact on LIVE's financial position or
results of operations.

<PAGE>
<TABLE>Note 17 - Quarterly Financial Information (Unaudited)

     Certain quarterly financial information is presented below:
<CAPTION>
                                                    First       Second      Third        Fourth
                                                   Quarter     Quarter     Quarter      Quarter      Year
                                                        (Amounts in Thousands, Except Per Share Data)
<S>                                               <C>          <C>         <C>         <C>         <C>
1994
  Net sales (1). . . . . . . . . . . . . .        $ 18,265     $ 29,151    $ 33,845    $ 35,944    $117,205
  Gross profit . . . . . . . . . . . . . .           3,856        5,433         387       7,171      16,847
  Operating (loss) profit. . . . . . . . .          (1,630)         151      (5,264)        569      (6,174)
  (Loss) income from continuing operations before
   income taxes. . . . . . . . . . . . . .          (2,838)      (1,069)     (6,626)      1,059      (9,474)
  (Loss) income from continuing operations          (2,838       (1,369)     (6,626)      1,159      (9,674)
  Discontinued operations. . . . . . . . .              --           --          --        (100)       (100)
  Net (loss) income. . . . . . . . . . . .          (2,838)      (1,369)     (6,626)      1,059      (9,774)
  Accretion in redemption value of
   Series B Preferred Stock. . . . . . . .             600        1,800       1,800       1,800       6,000
  Preferred dividends. . . . . . . . . . .             937          937         942         975       3,791
  Net loss attributable to Common Stock             (4,375)      (4,106)     (9,368)     (1,716)    (19,565)
  Net loss per common share:
   Continued Operations. . . . . . . . . .           (1.81)       (1.70)      (3.87)      (0.67)      (8.05)
   Discontinued Operations . . . . . . . .              --           --          --       (0.04)      (0.04)
  Net loss . . . . . . . . . . . . . . . .           (1.81)       (1.70)      (3.87)      (0.71)      (8.09)
1995
  Net sales (2). . . . . . . . . . . . . .        $ 44,505      $ 22,456   $ 40,060    $ 33,091    $140,112
  Gross profit . . . . . . . . . . . . . .           9,949         5,077      3,246       8,815      27,087
  Operating profit . . . . . . . . . . . .           5,359           936      1,400       3,131      10,826
  Income before income taxes . . . . . . .           5,404         1,159      1,595       3,233      11,391
  Net income . . . . . . . . . . . . . . .           4,904         1,059      1,595       3,233      10,791
  Accretion in redemption value of                                
   Series B Preferred Stock. . . . . . . .           1,571         1,259      1,259         420       4,509
  Preferred dividends. . . . . . . . . . .             859           716        696         756       3,027
  Net income (loss) attributable to Common Stock     2,474          (916)     (360)       2,057       3,255
  Net income (loss) per common share:
   Primary . . . . . . . . . . . . . . . .            1.02         (0.38)    (0.15)        0.84        1.34
   Fully Diluted . . . . . . . . . . . . .            0.29         (0.38)    (0.15)        0.21        0.53

<FN>                    
(1)  Excludes net sales of VCL for each of the fiscal quarters of 1994 of
$5,341, $5,541, $3,828 and $8,002, respectively.

(2)  Excludes net sales of VCL for each of the fiscal quarters of 1995 of
$9,779, $8,446, $5,261 and $8,771, respectively.
</FN>
</TABLE>


<PAGE>
<TABLE>                             LIVE ENTERTAINMENT INC. AND SUBSIDIARIES

                                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
<CAPTION>
             Column A                          Column B               Column C              Column D          Column E
                                                                     Additions          
                                               Balance at     Charged to     Charged to                      Balance at
                                               Beginning      Costs and        Other                            End
             Description                       of Period      Expenses        Accounts       Deductions      of Period 
                                                                    (Dollar Amounts in Thousands)

<S>                                              <C>           <C>           <C>             <C>              <C>
Year ended December 31, 1993 Deducted from
 Asset Accounts:

 Allowance for future sales returns. .           $18,064       $18,308 (a)       --          $18,566 (b)      $17,806
 Allowance for doubtful accounts . . .             1,770           413           --              742 (c)        1,441
 Allowance for advertising . . . . . .             4,629        11,215           --            9,651 (d)        6,193
 Allowance for overstock inventory . .             7,244         2,490           --            5,233 (e)        4,501
 Allowance for film rights in excess of net
   realizable value. . . . . . . . . .             5,536            --           --            4,213 (f)        1,323

Year ended December 31, 1994 Deducted from
 Asset Accounts:

 Allowance for future sales returns. .           $17,806       $11,554 (a)       --          $18,513 (b)      $10,847
 Allowance for doubtful accounts . . .             1,441            75          256               30 (c)        1,742
 Allowance for advertising . . . . . .             6,193        10,633           --            9,945 (d)        6,881
 Allowance for overstock inventory . .             4,501           469           --            2,282 (e)        2,688
 Allowance for film rights in excess of net
   realizable value. . . . . . . . . .             1,323            --           --               --            1,323

Year ended December 31, 1995 Deducted from                                    
Asset Accounts:

 Allowance for future sales returns. .           $10,847       $17,926 (a)       --          $14,322 (b)      $14,451
 Allowance for doubtful accounts . . .             1,742           103           12              850 (c)        1,007
 Allowance for advertising . . . . . .             6,881         7,499       (2,000)           8,961 (d)        3,419
 Allowance for overstock inventory . .             2,688           637           --              884 (e)        2,441
 Allowance for film rights in excess of net
   realizable value. . . . . . . . . .             1,323            --        1,368              294            2,397

<FN>
(a)      Amounts represent the gross profit impact of anticipated
         sales returns.
(b)      Returns credited to customer accounts during the year and
         includes $649 (1993) re-classified VCL "Assets Held For
         Sale."
(c)      Net amount of accounts written-off and recoveries during
         the year.  Also, includes $679 (1993) re-classified VCL
         "Assets Held For Sale."
(d)      Reimbursements for co-op advertising.
(e)      Disposal of overstock inventory and includes $103 (1993)
         re-classified VCL "Assets Held For Sale."
(f)      Write-off of film rights and includes $513 (1993) re-classified 
         VCL "Assets Held For Sale."
</FN>
</TABLE>












                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549










                                 EXHIBITS

                                    To

                                 Form 10-K

                                    Of

                          LIVE ENTERTAINMENT INC.

                For the fiscal year ended December 31, 1995

















<PAGE>
                             INDEX TO EXHIBITS


                                                                  Sequentially
Exhibit                                                             Numbered
Number                          Description                           Page    

2.1    Agreement and Plan of Merger dated as of August 31, 1994
       among the Registrant, Strawberries Inc., Strawberries Merger
       Corp. and Strawberries Holding, Inc. (without exhibits)
       (incorporated by reference to Exhibit 2.1 to Registrant's
       Current Report on Form 8-K dated September 15, 1994) . . . .

2.2    Agreement and Plan of Merger dated as of August 10, 1994
       among Carolco Pictures Inc., the Registrant and Carolco
       Acquisition Corp. (including certain exhibits) (incorporated
       by reference to Exhibit 2 to Mario F. Kassar and New Carolco
       Investments B.V.'s Schedule 13D (Amendment No. 14) under the
       Securities Exchange Act of 1934 filed with the Commission on
       August 16, 1994) . . . . . . . . . . . . . . . . . . . . . .

2.3    Termination Agreement, dated as of October 13, 1994, among
       the Registrant, Carolco Acquisition Corp. and Carolco
       Pictures Inc. (incorporated by reference to Exhibit 10.1 to
       Current Report on Form 8-K of Carolco Pictures Inc. filed
       with the Commission on October 13, 1994) . . . . . . . . . . 
     
3.1    Restated Certificate of Incorporation of the Registrant
       (incorporated herein by reference to Appendix C of
       Registrant's Registration Statement No. 33-24396). . . . . . 

3.2    Form of Certificate of Amendment to Restated Certificate of
       Incorporation of the Registrant (incorporated herein by
       reference to Exhibit 20 to the Registrant's Schedule 13E-4,
       filed on December 15, 1992, as amended). . . . . . . . . . .

3.3    Form of Certificate of Designations, Preferences and
       Relative, Participating, Optional or Other Special Rights of
       Series B Cumulative Convertible Preferred Stock of the
       Registrant (incorporated herein by reference to Exhibit 36
       to the Registrant's Schedule 13E-4, filed on December 15,
       1992, as amended). . . . . . . . . . . . . . . . . . . . . .

3.4    Amended Certificate of Designations, Preferences and Rights
       of Series C Cumulative Convertible Preferred Stock of the
       Registrant (incorporated herein by reference to Exhibit 3.4
       to the Registrant's Annual Report on Form 10-K for the
       fiscal year ended December 31, 1992) . . . . . . . . . . . .

3.5    Certificate of Designations specifying the terms of the
       Series R Junior Participating Preferred Stock, par value
       $1.00 per share, of the Registrant, filed with the Secretary
       of State of the State of Delaware (incorporated herein by
       reference to Exhibit 3 to the Registrant's Current Report on
       Form 8-K, dated August 1, 1990). . . . . . . . . . . . . . . 

3.6    Form of Certificate of Amendment to Restated Certificate of
       Incorporation of the Registrant (incorporated by reference
       to Exhibit 2.1 to Registrant's Current Report on Form 8-K
       dated December 19, 1994) . . . . . . . . . . . . . . . . . .

3.7    Bylaws of the Registrant (incorporated herein by reference
       to Exhibit 3.4 to the Registrant's Registration Statement
       No. 33-24396). . . . . . . . . . . . . . . . . . . . . . . . 

3.8    Amendment to Bylaws of the Registrant, adopted on June 18,
       1992 (incorporated herein by reference to Exhibit 3.6 to the
       Registrant's Registration Statement on Form S-4, filed on
       December 15, 1992, as amended) . . . . . . . . . . . . . . . 

3.9    Contingent Payment Rights Agreement, dated as of June 28,
       1991, between the Registrant, Vestron Acquisition Corp.,
       Vestron Inc. and American Stock Transfer & Trust Company, as
       Rights Agent, and Price Waterhouse, as Representative
       (incorporated herein by reference to Exhibit 2.1 to the
       Registrant's Registration Statement on Form 8-A, dated July
       15, 1991). . . . . . . . . . . . . . . . . . . . . . . . . . 

4.1    Form of Common Stock Certificate (incorporated herein by
       reference to Exhibit 4 to the Registrant's Registration
       Statement No. 33-24396). . . . . . . . . . . . . . . . . . .

4.2    Rights Agreement, dated as of July 19, 1990, between the
       Registrant and American Stock Transfer & Trust Company,
       which includes as exhibits thereto, the form of Right
       Certificate and the Summary of Rights (incorporated herein
       by reference to Exhibit 4a to the Registrant's Current
       Report on Form 8-K, dated August 1, 1990). . . . . . . . . . 

4.3    First Amendment to Rights Agreement, dated as of May 1,
       1992, between the Registrant and American Stock Transfer &
       Trust Company (incorporated herein by reference to Exhibit
       4 to the Registrant's Current Report on Form 8-K, dated May
       1, 1992) . . . . . . . . . . . . . . . . . . . . . . . . . .

4.4    Form of Indenture between the Registrant and American Stock
       Transfer & Trust Company, as trustee, relating to the LIVE
       Increasing Rate Notes (including Note and Pledge Agreement)
       (incorporated herein by reference to Exhibit 35 to the
       Registrant's Schedule 13E-4, filed on December 15, 1992, as
       amended) . . . . . . . . . . . . . . . . . . . . . . . . . . 

4.5    Form of Supplemental Indenture between the Registrant and
       American Stock Transfer & Trust Company, as trustee,
       relating to the LIVE Increasing Rate Notes (incorporated
       herein by reference to Exhibit 4.5 to the Registrant's
       Annual Report on Form 10-K for the fiscal year ended
       December 31, 1994) . . . . . . . . . . . . . . . . . . . . .

4.6    Form of Certificate of Series B Cumulative Convertible
       Preferred Stock (incorporated herein by reference to Exhibit
       4.7 to the Registrant's Registration Statement on Form S-4,
       filed on December 15, 1992, as amended). . . . . . . . . . .

4.7    Form of Certificate of Series C Convertible Preferred Stock
       (incorporated herein by reference to Exhibit 4.8 to the
       Registrant's Registration Statement on Form S-4, filed on
       December 15, 1992, as amended) . . . . . . . . . . . . . . . 

4.8    Indenture, dated as of March 26, 1993, between the
       Registrant and U.S. Trust Company of California, N.A.,
       relating to the $37,000,000 of 12% Senior Subordinated
       Secured Notes due 1994 (including form of Note)
       (incorporated herein by reference to Exhibit 4.7 to the
       Registrant's Annual Report on Form 10-K for the fiscal year
       ended December 31, 1992) . . . . . . . . . . . . . . . . . .

4.9    Agreement dated as of December 22, 1993 between LIVE
       Ventures Inc. and U.S. Trust Company of California, N.A.
       (incorporated herein by reference to Exhibit 4.8 to the
       Registrant's Annual Report on Form 10-K for the fiscal year
       ended December 31, 1993) . . . . . . . . . . . . . . . . . . 

10.1   Exclusive Distribution Agreement, dated as of March 1, 1987,
       between International Video Entertainment Inc. and MCA
       Distribution Corporation (incorporated herein by reference
       to Exhibit 10.33 to Carolco Pictures Inc.'s Annual Report on
       Form 10-K for the fiscal year ended December 31, 1986) . . . 
     
10.2   Amendment, dated as of December 28, 1989, of Exclusive
       Distribution Agreement between International Video
       Entertainment Inc. and MCA Distribution Corporation
       (incorporated herein by reference Exhibit 10.12 to the
       Registrant's Annual Report on Form 10-K for the year ended
       December 31, 1990) . . . . . . . . . . . . . . . . . . . . . 

10.3   Amendment, dated as of May 10, 1990, of Exclusive
       Distribution Agreement between International Video
       Entertainment Inc. and MCA Distribution Corporation
       (incorporated herein by reference to Exhibit 10.13 to the
       Registrant's Annual Report of Form 10-K for the fiscal year
       ended December 31, 1990) . . . . . . . . . . . . . . . . . .

10.4   License and Distribution Agreement, dated as of May 11,
       1992, by and between LIVE Home Video Inc., LIVE America
       Inc., LIVE Distributing Inc., Vestron Inc. and WEA Corp.
       (incorporated herein by reference to Exhibit 10.4 to the
       Registrant's Registration Statement on Form S-4, filed on
       December 15, 1992, as amended) . . . . . . . . . . . . . . .

10.5   Amendment to License and Distribution Agreement, dated as of
       June 8, 1992, by and between LIVE Home Video Inc., LIVE
       America Inc., LIVE Distributing Inc., Vestron Inc.
       International Video Productions Inc. and WEA Corp.
       (incorporated herein by reference to Exhibit 10.5 to the
       Registrant's Registration Statement on Form S-4, filed on
       December 15, 1992, as amended) . . . . . . . . . . . . . . . 

10.6   Four-Party Agreement, dated as of May 19, 1992, among Uni
       Distribution Corp. (formerly MCA), LIVE Home Video Inc.,
       LIVE America Inc. and WEA Corp. (incorporated herein by
       reference to Exhibit 10.6 to the Registrant's Registration
       Statement on Form S-4, filed on December 15, 1992, as
       amended) . . . . . . . . . . . . . . . . . . . . . . . . . . 

10.7   Security Agreement, dated as of June 8, 1992, by and between
       LIVE Home Video Inc., LIVE America Inc., International Video
       Productions Inc. and WEA Corp. (incorporated herein by
       reference to Exhibit 10.9 to the Registrant's Registration
       Statement on Form S-4, filed on December 15, 1992, as
       amended) . . . . . . . . . . . . . . . . . . . . . . . . . .  

10.8   Amendment, dated April 12, 1990, to Video Rights License
       Agreement, dated July 27, 1987, between Carolco Pictures
       Inc. and International Video Entertainment Inc., as amended
       as of October 15, 1987 (incorporated herein by reference to
       Exhibit 10.45 to the Registrant's Annual Report on Form 10-K
       for the fiscal year ended December 31, 1990) . . . . . . . . 

10.9   Second Amendment, dated March 6, 1991, to Video Rights
       License Agreement, dated July 27, 1987, between Carolco
       Pictures Inc. and International Video Entertainment Inc., as
       amended on October 15, 1987 and April 12, 1990 (incorporated
       herein by reference to Exhibit 10.49 to the Registrant's
       Annual Report on Form 10-K for the fiscal year ended
       December 31, 1990) . . . . . . . . . . . . . . . . . . . . .  

10.10  Third Amendment, dated October 21, 1991, to Video Rights
       License Agreement, dated July 27, 1987, between Carolco
       Pictures Inc. and LIVE Home Video Inc. (formerly known as
       International Video Entertainment Inc.), as amended on
       October 15, 1987, April 12, 1990 and March 6, 1991
       (incorporated herein by reference to Exhibit 10.15 to the
       Registrant's Registration Statement on Form S-4, filed on
       December 15, 1992, as amended) . . . . . . . . . . . . . . .  

10.11  Fourth Amendment, dated March 2, 1992, to Video Rights
       License Agreement, dated July 27, 1987, between Carolco
       Pictures Inc. and LIVE Home Video Inc., as amended on
       October 15, 1987, April 12, 1990, March 6, 1991 and October
       21, 1991 (incorporated herein by reference to Exhibit 10.16
       to the Registrant's Registration Statement on Form S-4,
       filed on December 15, 1992, as amended). . . . . . . . . . . 

10.12  Agreement, dated as of January 1, 1995, between Carolco
       Pictures Inc. and LIVE Film and Mediaworks Inc.(incorporated
       herein by reference to Exhibit 10.12 to the Registrant's
       Annual Report on Form 10-K for the fiscal year ended
       December 31, 1994) . . . . . . . . . . . . . . . . . . . . . 

10.13  Memorandum of Agreement, dated as of September 1, 1991,
       between LIVE America Inc. and MCA Canada Ltd. (incorporated
       herein by reference to Exhibit 10.7 to the Registrant's
       Annual Report on Form 10-K for the fiscal year ended
       December 31, 1991) . . . . . . . . . . . . . . . . . . . . .

10.14  Term Extension Letter Agreement, dated December 16, 1994,
       among LIVE Film and Mediaworks Inc., LIVE America Inc. and
       MCA Home Video Canada (incorporated herein by reference to
       Exhibit 10.14 to the Registrant's Annual Report on Form 10-K
       for the fiscal year ended December 31, 1994) . . . . . . . . 
       
10.15  Laser Videodisc Sublicense Deal Memorandum, dated as of
       October 1, 1991, by and between LIVE America Inc. and
       Pioneer LDCA, Inc. (incorporated herein by reference to
       Exhibit 10.8 to the Registrant's Annual Report on Form 10-K
       for the fiscal year ended December 31, 1991) . . . . . . . .  

10.16  Employment Agreement, dated as of December 23, 1993, for the
       services of Roger A. Burlage (incorporated herein by
       reference to Exhibit 10.19 to the Registrant's Annual Report
       on Form 10-K for the fiscal year ended December 31, 1993)^ 
       
10.17  Letter Agreement, dated as of September 29, 1993, pertaining
       to the departure of David A. Mount as President and Chief
       Executive Officer of the Registrant (incorporated herein by
       reference to Exhibit 10.22 to the Registrant's Annual Report
       on Form 10-K for the fiscal year ended December 31, 1993)^ 

10.18  Letter Agreement, dated as of July 7, 1992, pertaining to
       the Employment Agreement for the services of Devendra Mishra
       (incorporated herein by reference to Exhibit 10.20 to the
       Registrant's Registration Statement on Form S-4, filed on
       December 15, 1992, as amended)^. . . . . . . . . . . . . . . 

10.19  Employment Agreement, dated as of February 1, 1994, for the
       services of Michael J. White (incorporated herein by
       reference to Exhibit 10.26 to the Registrant's Annual Report
       on Form 10-K for the fiscal year ended December 31, 1993)^ 

10.20  Memorandum Agreement dated as of December 23, 1993, by and
       between the Registrant and Anthony J. Scotti (incorporated
       herein by reference to Exhibit 10.29 to the Registrant's
       Annual Report on Form 10-K for the fiscal year ended
       December 31, 1993)^. . . . . . . . . . . . . . . . . . . . . 

10.21  Agreement dated as of April 1, 1994 between the Registrant
       and Pioneer North America Inc. with respect to the services
       of Ronald B. Cushey (incorporated herein by reference to
       Exhibit 10.21 to the Registrant's Annual Report on Form 10-K
       for the fiscal year ended December 31, 1994)^. . . . . . . . 

10.22  Employment Agreement, dated as of December 31, 1994, for the
       services of Ronald B. Cushey (incorporated herein by
       reference to Exhibit 10.22 to the Registrant's Annual Report
       on Form 10-K for the fiscal year ended December 31, 1994)^ 
       
10.23  Employment Agreement, dated as of April 29, 1994, for the
       services of Steve Mangel (incorporated herein by reference
       to Exhibit 10.23 to the Registrant's Annual Report on Form
       10-K for the fiscal year ended December 31, 1994)^ . . . . .
 
10.24  Employment Agreement, dated as of January 20, 1994, for the
       services of Paul S. Almond (incorporated herein by reference
       to Exhibit 10.24 to the Registrant's Annual Report on Form
       10-K for the fiscal year ended December 31, 1994)^ . . . . .
 
10.25  First Amendment to Employment Agreement, dated as of
       February 2, 1994, for the services of Paul S. Almond
       (incorporated herein by reference to Exhibit 10.25 to the
       Registrant's Annual Report on Form 10-K for the fiscal year
       ended December 31, 1994)^. . . . . . . . . . . . . . . . . . 

10.26  Employment Agreement, dated as of January 31, 1994, for the
       services of Elliot Slutzky (incorporated herein by reference
       to Exhibit 10.26 to the Registrant's Annual Report on Form
       10-K for the fiscal year ended December 31, 1994)^ . . . . .

10.27  Jefferson Capital Group, Ltd. and Bear Stearns & Co. Inc.
       Retainer Letter with the Registrant, dated as of May 21,
       1992, with Indemnification Agreement (incorporated herein by
       reference to Exhibit 27 to the Registrant's Schedule 13E-4,
       filed on December 15, 1992, as amended)^ . . . . . . . . . . 

10.28  Agreement, dated as of July 31, 1992, between Jefferson
       Capital Group, Ltd. and the Registrant (incorporated herein
       by reference to Exhibit 28 to the Registrant's Schedule 13E-
       4, filed on December 15, 1992, as amended)^. . . . . . . . . 
       
10.29  Agreement, dated as of August 13, 1992, between Daniels &
       Associates and the Registrant (incorporated herein by
       reference to Exhibit 29 to the Registrant's Schedule 13E-4,
       filed on December 15, 1992, as amended)^ . . . . . . . . . . 

10.30  Agreement, dated as of July 7, 1993, between Jefferson
       Capital Group, Ltd. and Daniels & Associates and the
       Registrant (incorporated herein by reference to Exhibit
       10.33 to the Registrant's Annual Report on Form 10-K for the
       fiscal year ended December 31, 1993)^. . . . . . . . . . . . 

10.31  Consulting Agreement, dated as of July 26, 1993, between
       Roger R. Smith and the Registrant (incorporated herein by
       reference to Exhibit 10.36 to the Registrant's Annual Report
       on Form 10-K for the fiscal year ended December 31, 1993)^ 

10.32  Letter of Understanding, dated as of January 26, 1993, by
       and between the Registrant and Jefferson Capital Group, Ltd.
       (incorporated herein by reference to Exhibit 10.30 to the
       Registrant's Annual Report on Form 10-K for the fiscal year
       ended December 31, 1992)^. . . . . . . . . . . . . . . . . . 

10.33  Asset Purchase Agreement, dated as of October 30, 1990,
       between Vestron Acquisition Corp. and Vestron Inc.,
       including annexes (incorporated herein by reference to
       Exhibit 10.66 of Registrant's Current Report on Form 8-K,
       dated October 30, 1990). . . . . . . . . . . . . . . . . . . 

10.34  Indemnification Agreement, dated as of October 30, 1990, by
       and among Vestron Acquisition Corp., Furst Holdings, Inc.,
       Frogtown Holdings Inc., Austin O. Furst, Jr., and Vestron
       Inc., including annex (incorporated herein by reference to
       Exhibit 10.67 of Registrant's Current Report on Form 8-K,
       dated October 30, 1990). . . . . . . . . . . . . . . . . . . 

10.35  Securities Indemnification Agreement, dated as of October
       30, 1990, by and among Vestron Acquisition Corp., Furst
       Holdings, Inc., Frogtown Holdings Inc., Austin O. Furst,
       Jr., and Vestron Inc., including annex (incorporated herein
       by reference to Exhibit 10.68 of Registrant's Current Report
       on Form 8-K, dated October 30, 1990) . . . . . . . . . . . . 

10.36  New Notes Intercreditor Agreement, dated as of March 26,
       1993 by and between Chemical Bank, as Administrative Agent
       and as Collateral Agent, and U.S. Trust Company of
       California, N.A. (incorporated herein by reference to
       Exhibit 10.57 to the Registrant's Annual Report on Form 10-K
       for the fiscal year ended December 31, 1992) . . . . . . . . 

10.37  Addendum to New Notes Intercreditor Agreement, dated as of
       December 22, 1993 by and between Chemical Bank, as
       Administrative Agent and as Collateral Agent, and U.S. Trust
       Company of California, N.A. (incorporated herein by
       reference to Exhibit 10.64 to the Registrant's Annual Report
       on Form 10-K for the fiscal year ended December 31, 1993). .

10.38  Amended and Restated Trustee Intercreditor Agreement, dated
       as of March 26, 1993 by and among Chemical Bank, as
       Administrative Agent and as Collateral Agent, U.S. Trust
       Company of California, N.A. and American Stock Transfer &
       Trust Company (incorporated herein by reference to Exhibit
       10.58 to the Registrant's Annual Report on Form 10-K for the
       fiscal year ended December 31, 1992) . . . . . . . . . . . .  

10.39  Warrant Agreement and Warrant Certificate, dated as of
       November 26, 1990, between the Registrant and Jefferson
       Capital Group, Ltd. (incorporated herein by reference to
       Exhibit 10.44 to the Registrant's Annual Report on Form 10-K
       for the fiscal year ended December 31, 1990)^. . . . . . . .  

10.40  Loan Fund Warrant Agreement, dated as of March 23, 1993,
       between the Registrant and the Warrant Holders (incorporated
       herein by reference to Exhibit 10.60 to the Registrant's
       Annual Report on Form 10-K for the fiscal year ended
       December 31, 1992) . . . . . . . . . . . . . . . . . . . . .  
       
10.41  Loan Fund Common Stock Purchase Warrants, dated as of March
       23, 1993, between the Registrant and Jefferson Capital
       Group, Ltd. (incorporated herein by reference to Exhibit
       10.61 to the Registrant's Annual Report on Form 10-K for the
       fiscal year ended December 31, 1992)^. . . . . . . . . . . . 

10.42  Registration Rights Agreement for Loan Fund Common Stock
       Purchase Warrants, dated as of March 23, 1993, by and among
       the Registrant and the holders of the Loan Fund Common Stock
       Purchase Warrants (incorporated herein by reference to
       Exhibit 10.62 to the Registrant's Annual Report on Form 10-K
       for the fiscal year ended December 31, 1992) . . . . . . . . 

10.43  Class B Warrant Agreement, dated as of March 26, 1993,
       between the Registrant and the Class B Warrant Holders
       (incorporated herein by reference to Exhibit 10.63 to the
       Registrant's Annual Report on Form 10-K for the fiscal year
       ended December 31, 1992) . . . . . . . . . . . . . . . . . . 

10.44  Class B Common Stock Purchase Warrants, dated as of March
       29, 1993, between the Registrant and Jefferson Capital
       Group, Ltd. (incorporated herein by reference to Exhibit
       10.64 to the Registrant's Annual Report on Form 10-K for the
       fiscal year ended December 31, 1992)^. . . . . . . . . . . . 
       
10.45  Class B Common Stock Purchase Warrants, dated as of March
       29, 1993, between the Registrant and Anthony J. Scotti
       (incorporated herein by reference to Exhibit 10.65 to the
       Registrant's Annual Report on Form 10-K for the fiscal year
       ended December 31, 1992)^. . . . . . . . . . . . . . . . . . 
       
10.46  Registration Rights Agreement for Class B Common Stock
       Purchase Warrants, dated as of March 26, 1993, by and among
       the Registrant and the holders of the Class B Common Stock
       Purchase Warrants (incorporated herein by reference to
       Exhibit 10.66 to the Registrant's Annual Report on Form 10-K
       for the fiscal year ended December 31, 1992) . . . . . . . .  

10.47  1988 Stock Option and Stock Appreciation Rights Plan of the
       Registrant as amended through March 6, 1995 (incorporated
       herein by reference to Exhibit 10.47 to the Registrant's
       Annual Report on Form 10-K for the fiscal year ended
       December 31, 1994)^. . . . . . . . . . . . . . . . . . . . . 

10.48  Master Agreement for Home Video Rights to German Language
       Versions, dated as of April 25, 1991, by and between LEI-IVE
       Entertainment N.V. d/b/a/ LIVE Entertainment International
       and Carolco International N.V. (incorporated herein by
       reference to Exhibit 10.52 to the Registrant's Annual Report
       on Form 10-K for the fiscal year ended December 31, 1991). 

10.49  Short-Form Agreement, dated as of August 15, 1991, by and
       between Carolco Television Inc. and Vestron Inc.
       (incorporated herein by reference to Exhibit 10.53 to the
       Registrant's Annual Report on Form 10-K for the fiscal year
       ended December 31, 1991) . . . . . . . . . . . . . . . . . . 

10.50  Short-Form Agreement (International), dated as of August 15,
       1991, by and between Carolco International N.V. and Vestron
       Inc. (incorporated herein by reference to Exhibit 10.54 to
       the Registrant's Annual Report on Form 10-K for the fiscal
       year ended December 31, 1991). . . . . . . . . . . . . . . . 

10.51  Registration Rights Agreement, dated as of July 3, 1990, by
       and between the Registrant and Pioneer LDCA, Inc.
       (incorporated herein by reference to Exhibit 10.55 to the
       Registrant's Annual Report on Form 10-K for the fiscal year
       ended December 31, 1991) . . . . . . . . . . . . . . . . . . 

10.52  Registration Rights Agreement, dated as of March 24, 1992,
       by and between the Registrant and Carolco Pictures Inc.,
       Pioneer LDCA, Inc., RCS Video Services International B.V.,
       RCS Video Services Antilles N.V. and Le Studio Canal+ S.A.
       (incorporated herein by reference to Exhibit 10.56 to the
       Registrant's Annual Report on Form 10-K for the fiscal year
       ended December 31, 1991) . . . . . . . . . . . . . . . . . . 

10.53  Amendment to Registration Rights Agreement, dated as of
       August 1992, by and between the Registrant and Carolco
       Pictures Inc., Pioneer LDCA, Inc., RCS Video Services
       International B.V., RCS Video Services Antilles N.V. and Le
       Studio Canal+ S.A. (incorporated herein by reference to
       Exhibit 10.68 to the Registrant's Registration Statement on
       Form S-4, filed on December 15, 1992, as amended). . . . . .

10.54  Registration Rights Agreement for Common Stock dated as of
       July 20, 1993, by and among the Registrant, Carolco Pictures
       Inc., Pioneer LDCA, Inc., RCS Video Services International
       B.V., RCS Video Services Antilles N.V., and Le Studio Canal+
       S.A. (incorporated herein by reference to Exhibit 10.84 to
       the Registrant's Annual Report on Form 10-K for the fiscal
       year ended December 31, 1993). . . . . . . . . . . . . . . . 

10.55  Reconciliation and Offset Agreement, dated as of December
       31, 1992, by and between Carolco Pictures Inc., Carolco
       International N.V., the Registrant, LIVE Home Video Inc. and
       LEI-IVE Entertainment N.V. (incorporated herein by reference
       to Exhibit 10.85 to the Registrant's Annual Report on Form
       10-K for the fiscal year ended December 31, 1993). . . . . .

10.56  Compromise Settlement Agreement and Release dated as of
       December 31, 1994, between the Registrant and Carolco
       Pictures Inc. (incorporated herein by reference to Exhibit
       10.56 to the Registrant's Annual Report on Form 10-K for the
       fiscal year ended December 31, 1994) . . . . . . . . . . . . 

10.57  Registration Rights Agreement for Series C Convertible
       Preferred Stock, dated as of September 14, 1992, by and
       among the Registrant and Pioneer LDCA, Inc. (incorporated
       herein by reference to Exhibit 17 to the Registrant's
       Schedule 13E-4, filed on December 15, 1992, as amended). . .
       
10.58  Fiscal 1993 Incentive Cash Compensation Program for the
       Registrant, dated July 1993 (incorporated herein by
       reference to Exhibit 10.103 to the Registrant's Annual
       Report on Form 10-K for the fiscal year ended December 31,
       1993)^ . . . . . . . . . . . . . . . . . . . . . . . . . . . 

10.59  Fiscal 1994 Incentive Cash Compensation Program for the
       Registrant and LIVE Home Video Inc., dated February 1994
       (incorporated herein by reference to Exhibit 10.104 to the
       Registrant's Annual Report on Form 10-K for the fiscal year
       ended December 31, 1993)^. . . . . . . . . . . . . . . . . . 

10.60  Fiscal 1994 Incentive Cash Compensation Program for the LIVE
       Specialty Retail Division, dated February 1994 (incorporated
       herein by reference to Exhibit 10.105 to the Registrant's
       Annual Report on Form 10-K for the fiscal year ended
       December 31, 1993)^. . . . . . . . . . . . . . . . . . . . . 

10.61  Fiscal 1995 Incentive Cash Compensation Program for the
       Registrant, dated March 6, 1995 (incorporated herein by
       reference to Exhibit 10.61 to the Registrant's Annual Report
       on Form 10-K for the fiscal year ended December 31, 1994)^ 
       
10.62  Securities Exchange Agreement, dated as of March 26, 1993,
       by and between the Registrant, LIVE Home Video Inc., LIVE
       America Inc., LEI-IVE Entertainment N.V., International
       Video Productions, Inc., Vestron Inc., Daniels & Associates
       and Jefferson Capital Group, Ltd. (incorporated herein by
       reference to Exhibit 10.96 to the Registrant's Annual Report
       on Form 10-K for the fiscal year ended December 31, 1992). 

10.63  Form of Securities Purchase Agreement, dated as of March 26,
       1993, by and between the Registrant, LIVE Home Video Inc.,
       LIVE America Inc., LEI-IVE Entertainment N.V., International
       Video Productions, Inc., Vestron Inc. and various purchasers
       (incorporated herein by reference to Exhibit 10.97 to the
       Registrant's Annual Report on Form 10-K for the fiscal year
       ended December 31, 1992) . . . . . . . . . . . . . . . . . . 

10.64  Agreement, dated as of October 11, 1994, between Jefferson
       Capital Group, Ltd. and the Registrant (incorporated herein
       by reference to Exhibit 10.64 to the Registrant's Annual
       Report on Form 10-K for the fiscal year ended December 31,
       1994)^ . . . . . . . . . . . . . . . . . . . . . . . . . . .  

10.65  Agreement, dated as of August 1, 1994, among LEI-IVE
       Entertainment N.V., International Video Productions Inc.,
       Atrium Productions Kft. and Beleggingsmaatschappijmaasmond
       II B.V. (incorporated herein by reference to Exhibit 10.65
       to the Registrant's Annual Report on Form 10-K for the
       fiscal year ended December 31, 1994)^. . . . . . . . . . . .  
       
10.66  Amended and Restated Loan and Security Agreement dated as of
       November 14, 1994 among Foothill Capital Corporation, and
       each of LIVE Home Video Inc., LIVE Film and Mediaworks Inc.,
       LIVE Entertainment International Inc., LIVE America Inc. and
       Vestron Inc. (without schedules or exhibits) (incorporated
       herein by reference to Exhibit 10.66 to the Registrant's
       Annual Report on Form 10-K for the fiscal year ended
       December 31, 1994) . . . . . . . . . . . . . . . . . . . . . 

10.67  Continuing Guaranty dated as of November 14, 1994 from the
       Registrant in favor of Foothill Capital Corporation
       (incorporated herein by reference to Exhibit 10.67 to the
       Registrant's Annual Report on Form 10-K for the fiscal year
       ended December 31, 1994) . . . . . . . . . . . . . . . . . . 

10.68  Assignment of Liens and Loan Documents effective as of
       November 14, 1994, among, Chemical Bank, Foothill Capital
       Corporation, and each of the Registrant, LIVE Home Video
       Inc., LIVE Film and Mediaworks Inc., LIVE Entertainment
       International Inc., LIVE America Inc., LIVE Ventures Inc.
       and Vestron Inc. (incorporated herein by reference to
       Exhibit 10.68 to the Registrant's Annual Report on Form 10-K
       for the fiscal year ended December 31, 1994) . . . . . . . . 

10.69  Notice of Assignment, dated November 14, 1994, from Chemical
       Bank to WEA Corp. (incorporated herein by reference to
       Exhibit 10.69 to the Registrant's Annual Report on Form 10-K
       for the fiscal year ended December 31, 1994) . . . . . . . . 

10.70  Notice of Assignment and Irrevocable Authority, dated
       November 16, 1994, from LIVE Home Video Inc., LIVE America
       Inc., LIVE Film and Mediaworks Inc. (formerly known as
       International Video Productions Inc.) and Vestron Inc. to
       WEA Corp. (incorporated herein by reference to Exhibit 10.70
       to the Registrant's Annual Report on Form 10-K for the
       fiscal year ended December 31, 1994) . . . . . . . . . . . . 

10.71  Notice of Inventory Access Rights, dated November 16, 1994,
       from LIVE Home Video Inc., LIVE America Inc., LIVE Film and
       Mediaworks Inc. (formerly known as International Video
       Productions Inc.) and Vestron Inc. to WEA Corp.
       (incorporated herein by reference to Exhibit 10.71 to the
       Registrant's Annual Report on Form 10-K for the fiscal year
       ended December 31, 1994) . . . . . . . . . . . . . . . . . .

10.72  Intercreditor Agreement, dated as of November 16, 1994, by
       and between Foothill Capital Corporation and WEA Corp.
       (incorporated herein by reference to Exhibit 10.72 to the
       Registrant's Annual Report on Form 10-K for the fiscal year
       ended December 31, 1994) . . . . . . . . . . . . . . . . . . 
       
10.73  Trustee Intercreditor Agreement, dated as of November 16,
       1994, by and between Foothill Capital Corporation and
       American Stock Transfer & Trust Company (incorporated herein
       by reference to Exhibit 10.73 to the Registrant's Annual
       Report on Form 10-K for the fiscal year ended December 31,
       1994). . . . . . . . . . . . . . . . . . . . . . . . . . . . 

10.74  Agreement dated April 8, 1992 between the Registrant and
       Carolco Pictures Inc. with respect to the division of legal
       fees and costs (incorporated herein by reference to Exhibit
       10.74 to the Registrant's Annual Report on Form 10-K for the
       fiscal year ended December 31, 1994) . . . . . . . . . . . .  

10.75  Tax Agreement dated as of August 31, 1994 among the
       Registrant, Strawberries Inc., Strawberries Investments
       Inc., Waxie Maxie Quality Music Co. and Strawberries
       Holding, Inc. (incorporated by reference to Exhibit 10.1 to
       Registrant's Current Report on Form 8-K dated September 15,
       1994). . . . . . . . . . . . . . . . . . . . . . . . . . . . 

10.76  Heads of Agreement, dated February 15, 1995, among the
       Registrant, LIVE Home Video, Inc., LIVE Entertainment
       International Inc., VCL/Carolco Communications B.V.,
       VCL/Carolco Communications GmbH, Apricot Computer GmbH and
       Gunther Detlef Ruth (incorporated herein by reference to
       Exhibit 10.76 to the Registrant's Annual Report on Form 10-K
       for the fiscal year ended December 31, 1994) . . . . . . . .  
      
10.77  Short Form Deal Memo dated as of June 21, 1994 between
       International Video Productions Inc. and Le Studio
       Canal+(U.S.) (incorporated herein by reference to Exhibit
       10.77 to the Registrant's Annual Report on Form 10-K for the
       fiscal year ended December 31, 1994) . . . . . . . . . . . .  

10.78  First Amendment to Employment Agreement, dated as of April
       1, 1995, for the services of Michael J. White (incorporated
       herein by reference to Exhibit 10.1 to the Registrant's
       Quarterly Report on Form 10-Q for the quarter ended March
       31, 1995)^ . . . . . . . . . . . . . . . . . . . . . . . . . 

10.79  Amendment No. One to Amended and Restated Loan and Security
       Agreement, dated as of February 28, 1995 among Foothill
       Capital Corporation, and each of LIVE Home Video Inc., LIVE
       Film and Mediaworks Inc., LIVE Entertainment International
       Inc., LIVE America Inc. and Vestron Inc. (incorporated
       herein by reference to Exhibit 10.2 to the Registrant's
       Quarterly Report on Form 10-Q for the quarter ended March
       31, 1995). . . . . . . . . . . . . . . . . . . . . . . . . . 

10.80  Fourth Amendment to License and Distribution Agreement dated
       as of May 27, 1995 between LIVE Home Video Inc., LIVE
       America Inc., Vestron Inc., and LIVE Film and Mediaworks
       Inc. and Warner-Electra-Atlantic Corporation (incorporated
       herein by reference to Exhibit 10.80 to the Registrant's
       Quarterly Report on Form 10-Q for the quarter ended June 30,
       1995). . . . . . . . . . . . . . . . . . . . . . . . . . . . 

10.81  Amended and Restated Intercreditor Agreement dated as of May
       27, 1995 between Foothill Capital Corporation and Warner-
       Elektra-Atlantic Corporation (incorporated herein by
       reference to Exhibit 10.81 to the Registrant's Quarterly
       Report on Form 10-Q for the quarter ended June 30, 1995) . .

10.82  New Security Agreement dated as of May 27, 1995 between LIVE
       Home Video Inc., LIVE America Inc., Vestron Inc., LIVE Film
       and Mediaworks Inc., and Warner-Elektra-Atlantic Corporation
       (incorporated herein by reference to Exhibit 10.82 to the
       Registrant's Quarterly Report on Form 10-Q for the quarter
       ended June 30, 1995) . . . . . . . . . . . . . . . . . . . . 

10.83  Amendment to Employment Agreement, dated as of December 31,
       1995 for the services of Ronald B. Cushey*^. . . . . . . . . 
       
10.84  Termination of Engagement Letter, dated May 31, 1995 between
       Jefferson Capital Group, Ltd. and Daniels & Associates and
       the Registrant^. . . . . . . . . . . . . . . . . . . . . . .  

10.85  1988 Stock Option and Stock Appreciation Rights Plan of the
       Registrant as amended through February 7, 1996 (incorporated
       by reference to Appendix B to the Registrant's proxy
       statement for the 1996 Annual Meeting of Stockholders)^. . . 

10.86  Fiscal 1996 Incentive Cash Compensation Program for the
       Registrant, dated February 7, 1996*^ . . . . . . . . . . . . 

10.87  Multiple Picture Deal Agreement, dated as of February 14,
       1996, between Orion Pictures Corporation and the Registrant*
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  

10.88  Laser Videodisc Sublicense Deal Memorandum, dated as of
       October 1, 1995, by and between Pioneer Entertainment (USA)
       L.P. and LIVE Film and Mediaworks Inc.*. . . . . . . . . . .

10.89  Sale and Purchase Agreement, dated November 6, 1995, among
       LIVE Entertainment International Inc., VCL/Carolco
       Communications B.V., VCL/Carolco Communications GmbH,
       Apricot Computer GmbH and Gunther Detlef Ruth* . . . . . . . 

10.90  Supplement to the Sale and Purchase Agreement, dated
       November 6, 1995, between LIVE Entertainment International
       Inc. and Apricot Computer GmbH*. . . . . . . . . . . . . . . 

10.91  Output Deal Memo, dated as of February 8, 1996 between LIVE
       International and Pioneer LDC, Inc.* . . . . . . . . . . . . 

10.92  Amendment No. Two to Amended and Restated Loan and Security
       Agreement, dated as of July 18, 1995 among Foothill Capital
       Corporation, and each of LIVE Home Video Inc., LIVE Film and
       Mediaworks Inc., LIVE Entertainment International Inc., LIVE
       America Inc. and Vestron Inc.* . . . . . . . . . . . . . . . 

11     Computation of Earnings Per Share* . . . . . . . . . . . . . 

21     Subsidiaries of the Company* . . . . . . . . . . . . . . . . 

23     Consent of Independent Auditors* . . . . . . . . . . . . . . 

24     Powers of Attorney and Board of Directors resolution
       authorizing the same*. . . . . . . . . . . . . . . . . . . .

27     Financial Data Schedule (Electronic Filing Only) . . . . . .

99.1   Letter dated August 30, 1994 from Chemical Securities Inc.
       to the Board of Directors of the Registrant (incorporated by
       reference to Exhibit 99.1 to Registrant's Current Report on
       Form 8-K dated September 15, 1994) . . . . . . . . . . . . .
                    

*Filed Herewith
^Management contract or compensatory plan or arrangement required to
 be filed pursuant to Item 14(c)
#Confidential treatment has been requested for portions of this document