<PAGE>   1





                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-Q

(X)      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1996

                                       or

(  )     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                         Commission File Number: 23346


                             EQUITY MARKETING, INC.
            (Exact name of registrant as specified in its charter.)




DELAWARE                                                 13-3534145
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           identification No.)

131 SOUTH RODEO DRIVE
BEVERLY HILLS, CA                                        90212
(Address of principal executive offices)                 (Zip Code)


                                 (310) 887-4300
              (Registrant's telephone number, including area code)

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 periods 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date:

Common Stock, $.001 Par Value, 5,641,512 shares as of November 11, 1996
<PAGE>   2



                             EQUITY MARKETING, INC.


                     Index To Quarterly Report on Form 10-Q
               Filed with the Securities and Exchange Commission
                     Three Months Ended September 30, 1996



<TABLE>
<CAPTION>
                                                                                     Page
                                                                                     ----
<S>              <C>                                                                  <C>
Part I.          Financial  Information

                 Item 1.  Financial Statements                                         3

                 Item 2.  Management's Discussion and Analysis of Financial
                          Condition and Results of Operations                          9


Part II.
                 Item 4.  Submission of Matters to a Vote of Security Holders         12


                 Item 6.  Exhibits and Reports on Form 8-K                            12
</TABLE>





                                       2
<PAGE>   3



PART I.          FINANCIAL INFORMATION

         ITEM 1.          FINANCIAL STATEMENTS

                             EQUITY MARKETING, INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

                                     ASSETS


<TABLE>
<CAPTION>
                                                                     SEPTEMBER 30, 1996     DECEMBER 31, 1995
                                                                     ------------------     -----------------
                                                                        (UNAUDITED)
<S>                                                                       <C>                    <C>
CURRENT ASSETS:
  Cash and cash equivalents . . . . . . . . . . . . . . .                  $ 4,470                $ 3,940
  Marketable securities . . . . . . . . . . . . . . . . .                      ---                 11,935
  Accounts receivable, net of allowances of $443 and $200
  as of September 30, 1996 and December 31, 1995,
  respectively  . . . . . . . . . . . . . . . . . . . . .                   16,595                  1,749
  Production-in-process and inventory . . . . . . . . . .                   11,023                  3,296
  Prepaid expenses and other current assets . . . . . . .                    2,197                  2,119
                                                                           -------                -------
          Total current assets  . . . . . . . . . . . . .                   34,285                 23,039
FIXED ASSETS, net . . . . . . . . . . . . . . . . . . . .                    2,183                  1,980
GOODWILL AND OTHER INTANGIBLE ASSETS, net . . . . . . . .
                                                                             5,659                    391
OTHER ASSETS  . . . . . . . . . . . . . . . . . . . . . .                      729                    852
                                                                           -------                -------
          Total assets  . . . . . . . . . . . . . . . .                    $42,856                $26,262
                                                                           =======                =======
</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                                balance sheets.





                                       3
<PAGE>   4




                             EQUITY MARKETING, INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                       (IN THOUSANDS, EXCEPT SHARE DATA)


<TABLE>
<CAPTION>
                                                                       SEPTEMBER 30, 1996     DECEMBER 31, 1995
                                                                       ------------------     -----------------
                                                                           (UNAUDITED)
<S>                                                                          <C>                   <C>
CURRENT LIABILITIES:
  Accounts payable  . . . . . . . . . . . . . . . . . . . .                   $12,741              $ 5,726
  Accrued liabilities . . . . . . . . . . . . . . . . . . .                     8,618                3,896
  Deferred revenue  . . . . . . . . . . . . . . . . . . . .                       228                  971
                                                                              -------              -------
          Total current liabilities . . . . . . . . . . . .                    21,587               10,593
LONG TERM LIABILITIES . . . . . . . . . . . . . . . . . . .                     1,006                  787
                                                                              -------              -------
       Total Liabilities  . . . . . . . . . . . . . . . . .                    22,593               11,380
                                                                              -------              -------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
  Preferred stock, $.001 par value per share; 1,000,000
  shares authorized, none issued or outstanding . . . . . .                       ---                  ---
  Common stock, par value $.001 per share, 20,000,000
  shares authorized, 5,588,512 and 5,509,682 shares outstanding
  as of September 30, 1996 and December 31, 1995, respectively                    ---                  ---
  Additional paid-in capital  . . . . . . . . . . . . . . .                     8,604                8,241
  Retained earnings . . . . . . . . . . . . . . . . . . . .                    13,005                7,990
                                                                              -------              -------
                                                                               21,609               16,231
Less--
  Treasury stock, 1,897,670 and 1,907,100 shares, at cost,
  as of September 30, 1996 and December 31, 1995, respectively
                                                                              (1,282)               (1,285)
  Stock subscription receivable . . . . . . . . . . . . . .                      (64)                  (64)
                                                                              -------              -------
          Total stockholders' equity  . . . . . . . . . . .                    20,263               14,882
                                                                              -------              -------
          Total liabilities and stockholders' equity  . . .                   $42,856              $26,262
                                                                              =======              =======
</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                                balance sheets.





                                       4
<PAGE>   5



                             EQUITY MARKETING, INC.

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED               NINE MONTHS ENDED 
                                                                  SEPTEMBER 30,                    SEPTEMBER 30,
                                                                  -------------                    -------------

                                                                 1996             1995            1996            1995
                                                                 ----             ----            ----            ----
  <S>                                                           <C>              <C>             <C>             <C>
  REVENUES  . . . . . . . . . . . . . . . . . . . . .           $20,099          $19,254         $76,714         $46,750

  COST OF SALES . . . . . . . . . . . . . . . . . . .            14,278           15,136          56,926          35,441
                                                                -------          -------         -------         -------
       Gross Profit . . . . . . . . . . . . . . . . .             5,821            4,118          19,788          11,309
                                                                -------          -------         -------         -------

  OPERATING EXPENSES:
       Salaries, wages and benefits . . . . . . . . .             2,328            1,912           7,523           4,777
       Selling, general and administrative  . . . . .             1,734            1,338           4,638           3,641
                                                                -------          -------         -------         -------
            Total operating expenses  . . . . . . . .             4,062            3,250          12,161           8,418
                                                                -------          -------         -------         -------
            Income from operations  . . . . . . . . .             1,759              868           7,627           2,891

  INTEREST INCOME, net                                               66              139             224             288
                                                                -------          -------         -------         -------

            Income before provision for income taxes              1,825            1,007           7,851           3,179

  PROVISION FOR INCOME TAXES  . . . . . . . . . . . .               667              404           2,836           1,266
                                                                -------          -------         -------         -------
            Net income  . . . . . . . . . . . . . . .            $1,158          $   603         $ 5,015         $ 1,913
                                                                 ======          =======         =======         =======

  NET INCOME PER SHARE  . . . . . . . . . . . . . . .            $  .20          $   .11         $   .85         $   .34
                                                                 ======          =======         =======         =======

  WEIGHTED AVERAGE
            SHARES OUTSTANDING  . . . . . . . . . . .         5,924,223        5,710,735       5,903,944       5,696,860
                                                              =========        =========       =========       =========
</TABLE>


  The accompanying notes are an integral part of these condensed consolidated
                                  statements.





                                       5
<PAGE>   6



                             EQUITY MARKETING, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                              NINE MONTHS ENDED SEPTEMBER 30,
                                                                              -------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:                                               1996           1995
                                                                                    ----           ----
   <S>                                                                             <C>          <C>
   Net income  . . . . . . . . . . . . . . . . . . . . . . .                       $5,015       $  1,913
   Adjustments to reconcile net income to net cash (used in)
     provided by operating activities:
     Depreciation and amortization . . . . . . . . . . . . .                          609            374
                                                                                                        
     Provision for doubtful accounts   . . . . . . . . . . .                          243            ---
     Non-cash rent   . . . . . . . . . . . . . . . . . . . .                          219            ---
     Loss on disposition of fixed assets   . . . . . . . . .                          ---             14
         Other . . . . . . . . . . . . . . . . . . . . . . .                            6            ---
         Changes in assets and liabilities:
          Increase (decrease) in cash and cash equivalents --
          Accounts receivable  . . . . . . . . . . . . . . .                      (13,980)         8,842
                 Production-in-process and inventory . . . .                       (5,800)        (2,024)
                 Prepaid expenses and other assets . . . . .                          670           (466)
                 Other assets  . . . . . . . . . . . . . . .                          147             59
                 Accounts payable  . . . . . . . . . . . . .                        5,915         (2,138)
                 Accrued liabilities . . . . . . . . . . . .                        1,041           (602)
                 Deferred revenue  . . . . . . . . . . . . .                         (743)         1,956
                                                                                 --------       --------
                       Net cash (used in) provided by operating activities         (6,658)         7,928
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of marketable securities  . . . . . . . . . .                      (31,807)       (23,719)
     Proceeds from sales and maturities of marketable securities                   43,742         13,326
      Purchases of Fixed Assets  . . . . . . . . . . . . . .                         (506)        (1,246)
      Payment for purchase of EPI Group Limited                                    (4,840)            --
                                                                                 --------       --------
                       Net cash provided by (used in) investing                     6,589        (11,639)
CASH PurchasesMofItreasuryAstockTIE.:. . . . . . . . . . . .                          ---           (368)

     Proceeds from exercise of stock options   . . . . . . .                           76            ---
      Tax benefit from exercise of stock options . . . . . .                          240            ---
                                                                                 --------       --------
              Net cash provided by (used in) financing activities                     316           (368)
              Net increase in cash and cash 
              equivalents  . . . . . . . . . . . . . . . . .                          247         (4,079)

CASH AND CASH EQUIVALENTS, beginning of period . . . . . . .                        3,940          5,765

CASH ACQUIRED IN PURCHASE, OF EPI GROUP LIMITED  . . . . . .                          283            ---
                                                                                 --------       --------
CASH AND CASH EQUIVALENTS, end of period   . . . . . . . . .                     $  4,470       $  1,686
                                                                                 ========       ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  CASH PAID FOR:
   Interest  . . . . . . . . . . . . . . . . . . . . . . . .                     $     91       $     20
                                                                                 ========       ========
   Income taxes. . . . . . . . . . . . . . . . . . . . . . .                     $  4,317       $  2,277
                                                                                 ========       ========
</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                                  statements.





                                       6
<PAGE>   7




                             EQUITY MARKETING, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                (000'S OMITTED EXCEPT SHARE AND PER SHARE DATA)

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

In the opinion of management and subject to year-end audit, the accompanying
unaudited condensed consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X.  Accordingly, they do not include all the information and footnotes
required by generally accepted accounting principles for complete financial
statements.  In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for fair presentation have been
included.  The results of operations for the interim periods are not
necessarily indicative of the results for a full year.  These condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995.

Certain reclassifications have been made to the accompanying condensed
consolidated financial statements to conform them with the current period
presentation.

PRODUCTION IN PROCESS AND INVENTORY

Production-in-process represents direct costs related to product development,
procurement and tooling which are capitalized and amortized over the life of
the related products.  Inventory represents products held for sale to customers
and finished products in transit to customers' distribution centers.  Inventory
is valued at the lower of cost or market on a first in, first out basis.

NET INCOME PER SHARE

Net income per share was computed by dividing net income by the weighted
average number of common shares and common share equivalents outstanding during
each period.  Common share equivalents represent stock options and warrants and
are included in the weighted average shares pursuant to the treasury stock
method.

NOTE 2 - ACQUISITION  

On September 18, 1996, the Company acquired 100 percent of the outstanding
common stock of EPI Group Limited ("EPI"), a Delaware corporation, for
approximately $2,900 in cash plus additional contingent cash consideration
based on the results of EPI's operations, as defined in the stock purchase
agreement, during the three year period ending December 31, 1999 ("the
Acquisition").

The Acquisition is being accounted for as a purchase and accordingly, the
results of operations of EPI for the period from September 18, 1996 to
September 30, 1996 are included in the consolidated operating results of the
Company for the three and nine month periods ended September 30, 1996.  The
purchase price has been preliminarily allocated to the acquired net assets
based on their estimated fair values as of the acquisition date.  As of
September 30, 1996, the excess of the purchase price over the estimated fair
values of the net assets acquired was $5,445 and is being amortized on a
straight line basis over 20 years.





                                       7
<PAGE>   8



The following unaudited pro-forma information presents a summary of the
consolidated results of operations of the Company and EPI as if the acquisition
had occurred at the beginning of 1995 and includes pro-forma adjustments to
give effect to the amortization of goodwill, and decreased interest income
associated with funding the Acquisition and certain other adjustments, together
with the related income tax effects.  The pro-forma financial information is
presented for informational purposes only and may not be indicative of the
results of operations as they would have been if the Company and EPI had been a
single entity during 1995 and during the nine months ended September 30, 1996,
nor is it necessarily indicative of the results of operations which may occur
in the future.


<TABLE>
<CAPTION>
                                                                         NINE MONTHS ENDED
                                                                         -----------------
                                                                           SEPTEMBER 30,
                                                                           -------------
                                                                 1996                          1995
                                                                 ----                          ----
  <S>                                                        <C>                             <C>
  Revenues . . . . . . . . . . . . . . . . . . . . . . . .     $ 80,761                      $ 51,309
  Income from Operations . . . . . . . . . . . . . . . . .     $  7,203                      $  3,792
  Net Income . . . . . . . . . . . . . . . . . . . . . . .     $  4,657                      $  2,371
  Net Income Per Share . . . . . . . . . . . . . . . . . .     $    .79                      $    .42
  Weighted Average Shares Outstanding  . . . . . . . . . .    5,903,944                     5,696,860

</TABLE>




The Company is in the process of working with independent consultants to obtain
valuations of the individual assets.  The allocation of the excess purchase
price may change based upon these valuations.  This acquisition has been
structured as a non-taxable transaction and deferred taxes may need to be
recorded for the basis differential (if any) of the net assets acquired.





                                       8
<PAGE>   9



ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

         Except for the historical information contained herein, the matters
discussed in this Management's Discussion and Analysis of Financial Condition
and Results of Operations include forward looking statements. Actual results
could vary from those expected due to a variety of factors or risks including,
for example, the potential cancellation of promotions due to delays in the
timing of theatrical motion picture releases, the ability to renew licenses
under favorable terms, the Company's dependence on a single customer, quarterly
fluctuations in financial results, changes in international tariff rates,
difficulties of integrating acquisitions and other risks detailed from time to
time in the Company's SEC reports.  The Company undertakes no obligation to
publicly release the result of any revisions to these forward-looking
statements which may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the Company's
operating results as a percentage of total revenues:


<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED                   NINE MONTHS ENDED
                                                              SEPTEMBER 30,                        SEPTEMBER 30,
                                                            ------------------                   -----------------

                                                            1996             1995               1996            1995
                                                            ----             ----               ----            ----
 <S>                                                       <C>              <C>                <C>             <C>
 Revenues  . . . . . . . . . . . . . . . . . .             100.0%           100.0%             100.0%          100.0%

 Cost of sales . . . . . . . . . . . . . . . .              71.0%            78.6%              74.2%           75.8%
                                                            -----            -----              -----           -----

      Gross Profit   . . . . . . . . . . . . .              29.0%            21.4%              25.8%           24.2%

 Operating Expenses:
    Salaries, wages and benefits . . . . . . .              11.6%             9.9%               9.8%           10.2%
    Selling, general and administrative  . . .               8.6%             7.0%               6.0%            7.8%
                                                            -----            -----              -----           -----
      Total operating expenses   . . . . . . .              20.2%            16.9%              15.8%           18.0%
                                                            -----            -----              -----           -----

      Income from operations   . . . . . . . .               8.8%             4.5%              10.0%            6.2%

 Interest Income, net  . . . . . . . . . . . .               0.3%             0.7%               0.3%            0.6%
                                                            -----            -----              -----           -----
      Income before provision for income
        taxes  . . . . . . . . . . . . . . . .               9.1%             5.2%              10.3%            6.8%

 Provision for Income Taxes                                  3.3%             2.1%               3.7%            2.7%
                                                            -----            -----              -----           -----
      Net Income   . . . . . . . . . . . . . .               5.8%             3.1%               6.6%            4.1%
                                                            =====            =====              =====           =====
</TABLE>


Three months ended September 30, 1996 compared to three months ended September
30, 1995 (000's omitted):

Revenue for the three months ended September 30, 1996 increased $845 to $20,099
from $19,254 in 1995 as a result of increases in Toys revenue partially offset
by decreases in Promotions revenue.  Promotions revenue decreased $2,297 to
$13,939 from $16,236 in 1995 due to fewer international promotions during the
three months ended September 30, 1996 compared to the same period in 1995.
Toys revenue





                                       9
<PAGE>   10



increased $3,142 to $6,160 from $3,018 in 1995 primarily due to increases in
sales under the Company's multi-year Warner Bros. International Looney Tunes
license to various international distributors and sales of products based on
the PBS television property, Wishbone.

Cost of sales decreased $858 to $14,278 (71.0% of  revenues) for the three
months ended September 30, 1996 from $15,136 (78.6% of revenues) in the
comparable period in 1995 primarily due to higher gross margins realized on the
higher volume of Toys sales in 1996.

Salaries, wages and benefits increased $416 to $2,328 (11.6% of revenues) in
1996 from $1,912 (9.9% of revenues) in 1995 primarily due to the addition of 17
employees to support the increased sales volume and higher incentive
compensation recorded as a result of the increased income in 1996.

Selling, general and administrative expenses increased $396 to $1,734 (8.6% of
revenues) in 1996 from $1,338 (7.0% of revenues) in 1995 primarily due to
higher infrastructure requirements and increased selling costs associated with
the higher Toys sales volume in 1996.

Income from operations increased $891 to $1,759 (8.8% of revenues) for the
three months ended September 30, 1996 from $868 (4.5% of revenues) in the
comparable period in 1995 primarily due to higher gross margin Toys sales in
1996.

The effective tax rate for the three months ended September 30, 1996 was 36.6%
compared to the effective tax rate of 40.1% in 1995.  The effective tax rate
was lower in 1996 as a result of differences in the locations to which products
were shipped in 1996.

Nine months ended September 30, 1996 compared to nine months ended September
30, 1995 (000's omitted):

Revenue for the nine months ended September 30, 1996 increased $29,964 to
$76,714 from $46,750 in the comparable period in the prior year due to
increases in both Promotions and Toys revenues.  Promotions revenue increased
$25,286 to $63,246 from $37,960 in 1995 due to a high volume promotion
associated with a major motion picture release in June 1996 as well as to an
increase in the overall number of promotions sold in 1996.  Toys revenues
increased $4,678 to $13,468 from $8,790 in 1995 primarily due to increases in
sales under the Company's multi-year Warner Bros. International Looney Tunes
license to various international distributors and sales of products on the PBS
television property, Wishbone.

Cost of sales increased $21,485 to $56,926 (74.2% of revenues) for the nine
months ended September 30, 1996, from $35,441 (75.8% of revenues) in the
comparable period in 1995.  Gross margins for the nine months increased to
25.8% in 1996 from 24.2% in 1995 primarily as a result of higher margins on
Toys sales in 1996.

Salaries, wages and benefits increased $2,746 to $7,523 (9.8% of revenues) in
1996 from $4,777 (10.2% of revenues) in 1995 due to increases in the number of
employees and higher incentive compensation recorded as a result of the
increased income in 1996.

Selling, general and administrative expenses increased $997 to $4,638 (6.0% of
revenues) in 1996 from $3,641 (7.8% of revenues) in 1995 primarily due to
higher infrastructure requirements and increased selling costs associated with
the higher retail Toys sales volume in 1996.





                                       10
<PAGE>   11



Income from operations increased $4,736 to $7,627 (10.0% of revenues)  for the
nine months ended September 30, 1996, from $2,891 (6.2% of revenues) in the
comparable period in 1995, primarily due to the higher sales volume and higher
gross profit margins in 1996.

The effective tax rate for the nine month period ended September 30, 1996 was
36.1% compared to the effective tax rate of 39.8% for the nine month period
ended September 30, 1995. The effective tax rate was lower in 1996 as a result
of differences in the locations to which products were shipped in 1996.



FINANCIAL CONDITION AND LIQUIDITY  (000'S OMITTED):

At September 30, 1996 working capital was $12,698 as compared to $12,446 at
December 31, 1995.  The increase in working capital is primarily a result of
profits for the nine months ended September 30, 1996 partially offset by
current liabilities in excess of current assets acquired in the Acquisition
discussed in Note 2 above.

As of September 30, 1996, the Company's investment in accounts receivable
increased $14,846 compared to December 31, 1995 due to a large promotion
associated with a motion picture home video release in September 1996 and due
to the acquisition of accounts receivable in connection with the Acquisition.
As of October 31, 1996, the majority of these accounts receivables had been
collected.  The cost of manufacturing for this promotion was funded through the
use of the company's cash.

Production-in-process and inventory increased $7,727 due to purchases of
inventory in transit to customer's distribution centers in connection with a
promotion associated with a major motion picture home video release in October
1996.  As of October 31, 1996, the majority of this inventory had been sold.
The increase in production-in-process and inventory was also attributable to
inventory acquired in the Acquisition.

At September 30, 1996 accounts payable and accrued liabilities increased
$11,737 compared to December 31, 1995.  This increase was primarily
attributable to manufacturing costs associated with shipments related to the
promotions run in September and October 1996 discussed in the paragraph above
and due to liabilities acquired in connection with the Acquisition.  In
addition to the Acquisition, the Company is exploring the possibility of
acquiring other companies to further diversify its business, although no
assurance can be given that the Company will find suitable acquisition
candidates or that it will be successful in consummating such transactions.  If
the Company is successful in finding suitable acquisition candidates, such
transactions would be financed, depending on availability and market
conditions, through the use of the Company's existing funds, issuing additional
equity or debt, bank financing or a combination of these sources.

CREDIT FACILITIES

On January 26, 1996, the Company entered into a credit agreement with Sanwa
Bank California and Imperial Bank which makes available to the Company a line
of credit of up to $25 million.  The line of credit is secured by substantially
all of the Company's assets and expires on April 30, 1998.

Subject to the financing requirements of any potential acquisitions, the
Company believes that the line of credit and internally generated funds will
provide adequate financing for its current and expected levels of operations.





                                       11
<PAGE>   12



PART II.

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

                          The Company's 1996 Annual Meeting Shareholders was
                          held on July 16, 1996.  Each of the following persons
                          was re- elected for an additional one-year term as a
                          director of the Company:

<TABLE>
<CAPTION>
                                                       NAME                    VOTES FOR              VOTES WITHHELD
                                                       ----                    ---------              --------------
                                            <S>                                <C>                         <C>
                                            Lawrence Elins                     5,323,866                   1,000

                                            Merrill M. Kraines                 5,323,366                   1,500

                                            Donald A. Kurz                     5,323,866                   1,000

                                            Bruce Raben                        5,323,866                   1,000

                                            Stephen P. Robeck                  5,323,866                   1,000
</TABLE>

                          The selection of Arthur Andersen LLP as the Company's
                          independent auditor was ratified by a vote of
                          5,320,586 shares for, 900 shares against and 3,380
                          shares abstaining.

                          A proposal to amend the Equity Marketing, Inc. Stock
                          Option Plan to permit additional grants and issuances
                          thereunder was approved by a vote of 4,536,521 shares
                          for, 41,150 shares against, 8,830 shares abstaining
                          and 738,365 shares not voted.  In addition, a
                          proposal to amend the Equity Marketing, Inc.
                          Non-Employee Director Stock Option Plan to permit
                          additional grants and issuances thereunder was
                          approved by a vote of 4,156,453 shares for, 51,980
                          shares against, 9,100 shares abstaining and 1,107,333
                          shares not voted.

         ITEM 6.          EXHIBITS AND REPORTS ON FORM 8-K

                          (a)     Exhibits:

                                  10.1     Employment Agreement dated August 5,
                                           1996 between Equity Marketing, Inc.
                                           and Albert R. Ovadia

                                  10.2     Employment Agreement dated September
                                           18, 1996 between Equity Marketing,
                                           Inc. and Christopher Reynolds

                                  10.3     Employment Agreement dated September
                                           18, 1996 between Equity Marketing,
                                           Inc. and Merryl L. Reynolds

                                  10.4     Employment Agreement dated September
                                           18, 1996 between Equity Marketing,
                                           Inc. and Ronda L. Drummond





                                       12
<PAGE>   13



                                  10.5     First Amendment to Credit Agreement
                                           dated September 18, 1996 between
                                           Equity Marketing, Inc., Sanwa Bank
                                           California and Imperial Bank

                                  10.6     Equity Marketing, Inc. Stock Option
                                           Plan (1)

                                  10.7     Equity Marketing, Inc. Non-Employee
                                           Director Stock Option Plan (2)

                                  10.8     Stock Purchase Agreement dated
                                           September 18, 1996 between Equity 
                                           Marketing, Inc. and the Stockholders
                                           of EPI Group Limited (3)

                                  27       Financial Data Schedule

                          (b)     Reports on Form 8-K:

                                  Report on Form 8-K filed with the Securities
                                  and Exchange Commission on October 2, 1996.





______________________________
(1) Previously filed as an exhibit to Registrant's Registration Statement on
    Form S-8 (Registration Statement No. 33-315499) which is an incorporated
    herein by reference.

(2) Previously filed as an exhibit to Registrant's Registration Statement on
    Form S-8 (Registration Statement No. 33-315493) which is incorporated
    herein by reference.

(3) Previously filed as an exhibit to Registrant's Form 8-K filed on October 2,
    1996 which is incorporated herein by reference.





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<PAGE>   14



                                   SIGNATURES


Pursuant to the requirements 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 on the 14th day of November, 1996.




                                       EQUITY MARKETING, INC.



                                       By: /s/ DONALD A. KURZ
                                          --------------------------------
                                          Donald A. Kurz
                                          President, Co-Chief Executive Officer



                                       By:  /s/ KENNETH M. FISHER
                                          --------------------------------
                                          Kenneth M. Fisher
                                          Senior Vice President and Chief
                                          Financial Officer
                                          (Principal Financial and
                                          Accounting Officer)






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