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                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                     FORM 10-K/A
                                   AMENDMENT NO. 1

(MARK ONE)

/X/        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                           SECURITIES EXCHANGE ACT OF 1934
                     FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
                                          OR
/ /        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                           SECURITIES EXCHANGE ACT OF 1934
                            COMMISSION FILE NUMBER 0-25308

                               OVERSEAS FILMGROUP, INC.
                (Exact name of Registrant as specified in its charter)
    
    DELAWARE                                               13-3751702
    (State or other                                    (I.R.S. Employer
    jurisdiction of incorporation or organization)    Identification No.)

      8800 SUNSET BLVD., THIRD FLOOR, LOS ANGELES, CA           90069
              (Address of principal executive offices)        (zip code)

         Registrant's telephone number, including area code:  (310) 855-1199

          Securities Registered Pursuant to Section 12(b) of the Act:  None

             Securities Registered Pursuant to Section 12(g) of the Act:

                       Common Stock, par value $.001 per share
                                   (title of class)
                          Warrants to Purchase Common Stock
                                   (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 disclosures 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 herein 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 stock held by non-affiliates of
the Registrant (assuming for these purposes, but without conceding, that all
executive officers and directors are "affiliates" of the Registrant) as of March
24, 1997, (based on the closing sale price on such date as reported on the OTC
Bulletin Board) was $8,065,625.

    The number of shares of Common Stock outstanding as of March 31, 1997 was
5,777,778.

                         DOCUMENTS INCORPORATED BY REFERENCE
          NO DOCUMENTS ARE INCORPORATED BY REFERENCE INTO PARTS I, II OR III



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OVERSEAS FILMGROUP, INC. (THE "COMPANY") HEREBY AMENDS ITS ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 IN ORDER TO REFILE TWO EXHIBITS
(EXHIBITS 10.25 AND 10.26 AS DESCRIBED UNDER ITEM 14 SET FORTH BELOW) FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN GRANTED IN ACCORDANCE WITH THE APPLICABLE
REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION.


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

    (a)1.     INDEX TO FINANCIAL STATEMENTS
                                                                     Page(s) in
                                                                     Form 10-K
                                                                     ---------
              Report of Independent Accountants..........................F-1   


              Consolidated Financial Statements:


              Consolidated Balance Sheets - December 31, 1995 and 
                   1996..................................................F-2   


              Consolidated Statements of Income - Years Ended 
                   December 31, 1994, 1995 and 1996......................F-3   


              Consolidated Statements of Shareholders' Equity - Years
                   Ended December 31, 1994, 1995 and 1996................F-4   


              Consolidated Statements of Cash Flows - Years Ended 
                   December 31, 1994, 1995 and 1996......................F-5   

              Notes to Consolidated Financial Statements ................F-6   

    (a)2.      INDEX TO FINANCIAL STATEMENTS SCHEDULES

         
              The schedules for which provision is made in the 
              applicable accounting regulations of the Securities and 
              Exchange Commission (the "Commission") are not 
              required under the related instructions or are 
              inapplicable, and therefore have been omitted. 

    (a)3.      EXHIBITS  

                              EXHIBIT
                              NUMBER              DESCRIPTION
                              ------              -----------

                    2.1    Agreement of Merger among the Company, Pre-Merger
                             Overseas, and Ellen Dinerman Little and Robert B.
                             Little, dated as of July 2, 1996.  Incorporated by
                             reference to Exhibit 10.7 to the Company's 
                             Quarterly Report on Form 10-Q for the quarter ended
                             May 31, 1996.


                                          1
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                    EXHIBIT
                    NUMBER              DESCRIPTION
                    ------              -----------

                    2.2    Amendment to Agreement of Merger among the Company,
                            Pre-Merger Overseas and Ellen Dinerman Little and
                            Robert B. Little, dated as of September 20, 1996. 
                            Incorporated by reference to Exhibit 10.8 to the
                            Company's Quarterly Report on Form 10-Q for the
                            quarter ended August 31, 1996.

                    3.1    Restated Certificate of Incorporation.  Incorporated
                            by reference to Exhibit 3.1 to the Company's Current
                            Report on Form 8-K, dated October 25, 1996, filed
                            with the Commission on November 12, 1996.
                            
                    3.2    Bylaws.  Incorporated by reference to Exhibit 3.2 to
                            the Company's Current Report on Form 8-K, dated
                            October 25, 1996, filed with the Commission on
                            November 12, 1996.
                            
                    4.1    Form of Common Stock Certificate.  Incorporated by
                            reference to Exhibit 4.1 to the Company's Current
                            Report on Form 8-K, dated October 25, 1996, filed
                            with the Commission on November 12, 1996.
                            
                    4.2    Form of Warrant Certificate.  Incorporated by
                            reference to Exhibit 4.2 to the Company's
                            Registration Statement on Form S-1, Registration No.
                            33-83624.
                            
                    4.3    Form of Unit Purchase Option.  Incorporated by
                            reference to Exhibit 4.3 to the Company's
                            Registration Statement on Form S-1, Registration No.
                            33-83624.
                          
                    4.4    Warrant Agreement between Continental Stock Transfer
                            & Trust Company and the Company.  Incorporated by
                            reference to Exhibit 4.4 to the Company's
                            Registration Statement on Form S-1, Registration No.
                            33-83624.
 
                    4.5    Letter agreement, dated October 28, 1996, amending
                            the Unit Purchase Options.  Incorporated by 
                            reference to Exhibit 4.5 to the Company's Current 
                            Report on Form 8-K, dated October 25, 1996, filed 
                            with the Commission on November 12, 1996.
 
                    4.6    Form of Warrant issued in the Company's bridge
                            financing.  Incorporated by reference to Exhibit 
                            10.4 to the Company's Registration Statement on Form
                            S-1, Registration No. 33-83624.
                           
 
                                          2
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                    EXHIBIT
                    NUMBER              DESCRIPTION
                    ------              -----------

                    4.7    Warrant, dated October 31, 1996, for Jefferson
                            Capital Group, Ltd. to purchase shares of Common
                            Stock of the Company.  Incorporated by reference to
                            Exhibit 4.6 to the Company's Current Report on Form
                            8-K, dated October 25, 1996, filed with the
                            Commission on November 12, 1996.
 
                    10.1   Secured Promissory Note of the Company, dated October
                            31, 1996, payable to Robert B. Little and Ellen
                            Dinerman Little.  Incorporated by reference to
                            Exhibit 10.1 to the Company's Current Report on Form
                            8-K, dated October 25, 1996, filed with the
                            Commission on November 12, 1996.
 
                    10.2   Indemnity Agreement, dated October 31, 1996, between
                            the Company and Ellen Dinerman Little.  Incorporated
                            by reference to Exhibit 10.2 to the Company's 
                            Current Report on Form 8-K, dated October 25, 1996,
                             filed with the Commission on November 12, 1996.
 
                    10.3   Indemnity Agreement, dated October 31, 1996, between
                            the Company and Robert B. Little.  Incorporated by
                            reference to Exhibit 10.3 to the Company's Current
                            Report on Form 8-K, dated October 25, 1996, filed
                            with the Commission on November 12, 1996.
 
                    10.4   Indemnity Agreement, dated October 31, 1996, between
                            the Company and William F. Lischak.  Incorporated by
                            reference to Exhibit 10.4 to the Company's Current
                            Report on Form 8-K, dated October 25, 1996, filed
                            with the Commission on November 12, 1996.
 
                    10.5   Indemnity Agreement, dated October 31, 1996, between
                            the Company and Stephen K. Bannon.  Incorporated by
                            reference to Exhibit 10.5 to the Company's Current
                            Report on Form 8-K, dated October 25, 1996, filed
                            with the Commission on November 12, 1996.
 
                    10.6   Indemnity Agreement, dated October 31, 1996, between
                            the Company and Scot K. Vorse.  Incorporated by
                            reference to Exhibit 10.6 to the Company's Current
                            Report on Form 8-K, dated October 25, 1996, filed
                            with the Commission on November 12, 1996.
 
 
                                          3
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                    EXHIBIT
                    NUMBER              DESCRIPTION
                    ------              -----------

                    10.7   Indemnity Agreement, dated October 31, 1996, between
                            the Company and Jeffrey A. Rochlis.  Incorporated by
                            reference to Exhibit 10.7 to the Company's Current
                            Report on Form 8-K, dated October 25, 1996, filed
                            with the Commission on November 12, 1996.
 
                    10.8   Indemnity Agreement, dated October 31, 1996, between
                            the Company and Alessandro Fracassi.  Incorporated 
                            by reference to Exhibit 10.8 to the Company's 
                            Current Report on Form 8-K, dated October 25, 1996,
                            filed with the Commission on November 12, 1996.
 
                    10.9   Employment Agreement, dated as of October 31, 1996,
                            between the Company and Ellen Dinerman Little. 
                            Incorporated by reference to Exhibit 10.9 to the
                            Company's Current Report on Form 8-K, dated October
                            25, 1996, filed with the Commission on November 12,
                            1996.
 
                    10.10  Employment Agreement, dated as of October 31, 1996,
                            between the Company and Robert B. Little. 
                            Incorporated by reference to Exhibit 10.10 to the
                            Company's Current Report on Form 8-K, dated October
                            25, 1996, filed with the Commission on November 12,
                            1996.
 
                    10.11  Employment Agreement, dated as of October 31, 1996,
                            between the Company and William F. Lischak. 
                            Incorporated by reference to Exhibit 10.11 to the
                            Company's Current Report on Form 8-K, dated October
                            25, 1996, filed with the Commission on November 12,
                            1996.
 
                    10.12  Security Agreement, dated as of October 31, 1996,
                            between the Company and Ellen Dinerman Little and
                            Robert B. Little.  Incorporated by reference to
                            Exhibit 10.12 to the Company's Current Report on 
                            Form 8-K, dated October 25, 1996, filed with the
                            Commission on November 12, 1996.
 
                    10.13  Tax Reimbursement Agreement, dated as of October 31,
                            1996, between the Company, Ellen Dinerman Little,
                            Robert B. Little and William F. Lischak. 
                            Incorporated by reference to Exhibit 10.13 to the
                            Company's Current Report on Form 8-K, dated October
                            25, 1996, filed with the Commission on November 12,
                            1996.
 
 
                                          4
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                    EXHIBIT
                    NUMBER              DESCRIPTION
                    ------              -----------

                    10.14  Promissory Note (the "Insurance Note"), dated 
                            October 31, 1996, payable to Ellen Dinerman Little
                            and Robert B. Little.  Incorporated by reference 
                            to Exhibit 10.14 to the Company's Current Report on
                            Form 8-K, dated October 25, 1996, filed with the 
                            Commission on November 12, 1996.
 

                    10.15  Stockholders' Voting Agreement, dated as of October
                            31, 1996, by and among the Company, Ellen Dinerman
                            Little, Robert B. Little, William F. Lischak, 
                            Jeffrey A. Rochlis, Barbara Boyle, the Hoberman 
                            Family Trust, John Hyde, Sparta Partners III, 
                            Stephen K. Bannon, Scot K. Vorse and Gary M. Stein.
                            Incorporated by reference to Exhibit 10.15 to the 
                            Company's Current Report on Form 8-K, dated October 
                            25, 1996, filed with the Commission on November 12, 
                            1996.
      

                    10.16  Lock-Up and Registration Rights Agreement, dated as
                            of October 31, 1996, between the Company and Ellen
                            Dinerman Little, Robert B. Little and William F.
                            Lischak.  Incorporated by reference to Exhibit 10.16
                            to the Company's Current Report on Form 8-K, dated
                            October 25, 1996, filed with the Commission on
                            November 12, 1996.
 
                    10.17  Non-Competition Agreement, dated as of October 31,
                            1996, between the Company and Ellen Dinerman Little.
                            Incorporated by reference to Exhibit 10.17 to the
                            Company's Current Report on Form 8-K, dated October
                            25, 1996, filed with the Commission on November 12,
                            1996.
  
                    10.18  Non-Competition Agreement, dated as of October 31,
                            1996, between the Company and Robert B. Little. 
                            Incorporated by reference to Exhibit 10.18 to the
                            Company's Current Report on Form 8-K, dated October
                            25, 1996, filed with the Commission on November 12,
                            1996.
  
                    10.19  Overseas Filmgroup, Inc. 1996 Special Stock Option
                            Plan and Agreement.  Incorporated by reference to
                            Exhibit 99.1 to the Company's Current Report on Form
                            8-K, dated October 25, 1996, filed with the
                            Commission on November 12, 1996.
  
                    10.20  Overseas Filmgroup, Inc. 1996 Basic Stock Option and
                            Stock Appreciation Rights Plan.  Incorporated by
                            reference to the Company's Annual Report on Form 
                            10-K for the year ended December 31, 1996.
                     
                     
                                            5
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                    EXHIBIT
                    NUMBER              DESCRIPTION
                    ------              -----------

                    10.21  Agency Agreement, dated as of December 10, 1993,
                            between the Company and GKN Securities Corp., and
                            amendments thereto (without schedules). Incorporated
                            by reference to Exhibit 10.1 to the Company's
                            Registration Statement on Form S-1, Registration No.
                            33-83624.
  
                    10.22  Letter Agreement among certain stockholders of the
                            Company, the Company and GKN Securities Corp.
                            (without schedules).  Incorporated by reference to
                            Exhibit 10.2 to the Company's Registration Statement
                            on Form S-1, Registration No. 33-83624.
  
                    10.23  Form of Stock Escrow Agreement between the Company
                            and Continental Stock Transfer & Trust Company. 
                            Incorporated by reference to Exhibit 10.6 to the
                            Company's Registration Statement on Form S-1,
                            Registration No. 33-83624.
        
                    10.24  Letter Agreement regarding administrative support. 
                            Incorporated by reference to Exhibit 10.7 to the
                            Company's Registration Statement on Form S-1,
                            Registration No. 33-83624.
 
                    10.25  Restated and Amended Syndication Agreement dated as
                            of October 31, 1996, among Coutts & Co., Berliner
                            Bank A.G. London Branch, Overseas Filmgroup, Inc. 
                            and Entertainment/Media Acquisition Corporation.  
                            Filed herewith.+ 
                         
                    10.26  Video Distribution Agreement dated March 15, 1996,
                            between the Company and BMG Video. Filed herewith.+
 
                    10.27  Loan Out Agreement dated as of March 11, 1996 between
                            the Company and BLAH, Inc. Incorporated by reference
                            to the Company's Annual Report on Form 10-K for the
                            year ended December 31, 1996.
  
                    10.28  Agreement dated as of September 12, 1996, between the
                            Company and Racing Pictures s.r.l. Incorporated by
                            reference to the Company's Annual Report on Form 
                            10-K for the year ended December 31, 1996.
 
                    10.29  Option Agreement dated as of September 13, 1996,
                            between Robert B. Little and the Company.
                            Incorporated by reference to the Company's Annual
                            Report on Form 10-K for the year ended December 31,
                            1996.
 
 
                                          6
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                    EXHIBIT
                    NUMBER              DESCRIPTION
                    ------              -----------

                    10.30  Overseas Filmgroup Lease Agreement dated April 21,
                            1987,as amended. Incorporated by reference to the
                            Company's Annual Report on Form 10-K for the year
                            ended December 31, 1996.
  
                    21     Subsidiaries of the Registrant. Incorporated by
                            reference to the Company's Annual Report on Form
                            10-K for the year ended December 31, 1996.
 
                    23     Consent of Price Waterhouse LLP. Incorporated by
                            reference to the Company's Annual Report on Form 
                            10-K for the year ended December 31, 1996.
 
                    27     Financial Data Schedule. Incorporated by reference to
                            the Company's Annual Report on Form 10-K for the 
                            year ended December 31, 1996.
 

____________
+   Confidential treatment has been granted for portions of such exhibit which
have been filed separately with the Commission pursuant to an application for
confidential treatment.

    (b)  The following reports on Form 8-K were filed by the Company during the
last quarter of the period covered by this Report.

    Current Report on Form 8-K, dated October 25, 1996, filed by the
    Company with the Commission on November 12, 1996 relating to the
    Merger and the approval and consummation thereof.  Such report
    included Item 1 (Changes in Control of the Registrant), Item 2
    (Acquisition or Disposition of Assets), Item 5 (Other Events) and Item
    7 (Financial Statements and Exhibits).  Financial Statements of the
    business acquired (unaudited financial statements for the six months
    ended June 30, 1996 and audited financial statements for the years
    ended December 31, 1995 and 1994 of Pre-Merger Overseas) and pro forma
    financial information (an unaudited pro forma combined balance sheet
    as of June 30, 1996 and unaudited pro forma combined statements of
    income for the six months ended June 30, 1996 and the year ended
    December 31, 1995) were filed with such Report (with the financial
    statements of the business acquired being incorporated by reference
    from the Company's definitive proxy statement dated September 25, 1996
    filed with the Commission pursuant to Section 14 of the Securities
    Exchange Act of 1934, as amended).

    (c)  See Item 14(a)3 above.

    (d)  Not applicable.

                                          7
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                                      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.

                                  OVERSEAS FILMGROUP, INC.

                            By:   /s/ Ellen Dinerman Little 
                                  Ellen Dinerman Little, 
                                  Co-Chairman of the Board of Directors, 
                                  Co-Chief Executive Officer, and President

                                  Dated: August 4, 1997

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
        ---------                      -----                        ----

/s/ Ellen Dinerman Little

  Ellen Dinerman Little    Co-Chairman of the Board of          August 4, 1997
                           Directors, Co-Chief Executive        
                           Officer, and President (Co-Principal 
                           Executive Officer)    

/s/ Robert B. Little         

  Robert B. Little         Co-Chairman of the Board of          August 4, 1997
                           Directors and Co-Chief Executive 
                           Officer (Co-Principal Executive 
                           Officer)    

/s/ William F. Lischak

  William F. Lischak       Chief Operating Officer, Chief       August 4, 1997
                           Financial Officer, Secretary, and 
                           Director (Principal Financial and 
                           Accounting Officer)   


                                          8
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/s/ Stephen K. Bannon

  Stephen K. Bannon        Director                             August 4, 1997
                             
/s/ Alessandro Fracassi      

  Alessandro Fracassi      Director                             August 4, 1997
                             
/s/ Jeffrey A. Rochlis       

  Jeffrey A. Rochlis       Director                             August 4, 1997
                             
/s/ Scot K. Vorse            

   Scot K. Vorse           Director                             August 4, 1997
                           


                                          9