SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
                               1934

   Date of Report (Date of earliest event reported): May 6, 1997

                        LANCIT MEDIA ENTERTAINMENT, LTD.
             (Exact name of registrant as specified in its charter)


          New York               1-10781            13-3019470
(State or other jurisdiction  Commission          I.R.S. Employer
    of incorporation)         File Number       Identification No.


      601 West 50th St., New York, NY            10019
 (Address of principal executive offices)      Zip Code


    Registrant's telephone number, including area code: (212)977-9100






<PAGE>







ITEM 4.  CHANGES IN REGISTRANT S CERTIFYING ACCOUNTANT.

           On May 6, 1997, Lancit Media  Entertainment,  Ltd. (the "Registrant")
dismissed the accounting  firm of Feldman Radin & Co., P.C.  ("F&R").  On May 7,
1997, the Registrant engaged the accounting firm of Ernst & Young LLP ("E&Y") to
be the  Registrant's  auditors for the current fiscal year,  which ends June 30,
1997.  The  Registrant's  Board of  Directors  approved  the  decision to change
accountants upon the recommendation of the Registrant's  Audit Committee.  Prior
to engaging E&Y, the  Registrant  has not consulted with E&Y with respect to any
accounting, auditing or financial reporting issue.

           During  the  period  of   engagement   of  F&R  there  have  been  no
"disagreements"  between  the  Registrant  and F&R on any  matter of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure or any "reportable  events", as those terms are defined in Item 304 of
Regulation S-K.

           F&R's  reports on the financial  statements  for each of the past two
years did not contain an adverse  opinion or  disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

           (c)  Exhibits.

                16.1 Letter  from   Feldman   Radin  &  Co.,   P.C.
                     pursuant to Item 304(a)(3) of Regulation S-K.


                                   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 hereunto duly authorized.


                                    LANCIT MEDIA ENTERTAINMENT, LTD.


                                    By: /s/LAURENCE A. LANCIT
                                      Laurence A. Lancit
                                      Co-President

Dated:  May 7, 1997


<PAGE>


                                  EXHIBIT INDEX


           Exhibit Number                      Description

                  16.1                         Letter from  Feldman
                                      Radin  & Co.,  P.C.  pursuant
                                      to    Item    304(a)(3)    of
                                      Regulation S-K


<PAGE>
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{"company-data": {"conformed-name": "LANCIT MEDIA PRODUCTIONS LTD", "cik": "0000868796", "assigned-sic": "7812", "irs-number": "133019470", "state-of-incorporation": "NY", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23414", "film-number": "97597668"}, "business-address": {"street1": "601 W 50TH ST 6TH FL", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2129779100"}, "mail-address": {"street1": "601 WEST 50TH ST 6TH FL", "city": "NEW YORK", "state": "NY", "zip": "10019"}}
SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
                               1934

   Date of Report (Date of earliest event reported): May 6, 1997

                        LANCIT MEDIA ENTERTAINMENT, LTD.
             (Exact name of registrant as specified in its charter)

          New York               1-10781            13-3019470
(State or other jurisdiction  Commission          I.R.S. Employer
    of incorporation)         File Number       Identification No.

      601 West 50th St., New York, NY            10019
 (Address of principal executive offices)      Zip Code

    Registrant's telephone number, including area code: (212)977-9100
ITEM 4.  CHANGES IN REGISTRANT S CERTIFYING ACCOUNTANT.

           On May 6, 1997, Lancit Media  Entertainment,  Ltd. (the "Registrant")
dismissed the accounting  firm of Feldman Radin & Co., P.C.  ("F&R").  On May 7,
1997, the Registrant engaged the accounting firm of Ernst & Young LLP ("E&Y") to
be the  Registrant's  auditors for the current fiscal year,  which ends June 30,
1997.  The  Registrant's  Board of  Directors  approved  the  decision to change
accountants upon the recommendation of the Registrant's  Audit Committee.  Prior
to engaging E&Y, the  Registrant  has not consulted with E&Y with respect to any
accounting, auditing or financial reporting issue.

           During  the  period  of   engagement   of  F&R  there  have  been  no
"disagreements"  between  the  Registrant  and F&R on any  matter of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure or any "reportable  events", as those terms are defined in Item 304 of
Regulation S-K.

           F&R's  reports on the financial  statements  for each of the past two
years did not contain an adverse  opinion or  disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

           (c)  Exhibits.

                16.1 Letter  from   Feldman   Radin  &  Co.,   P.C.
                     pursuant to Item 304(a)(3) of Regulation S-K.

                                   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 hereunto duly authorized.

                                    LANCIT MEDIA ENTERTAINMENT, LTD.

                                    By: /s/LAURENCE A. LANCIT
                                      Laurence A. Lancit
                                      Co-President

Dated:  May 7, 1997
EXHIBIT INDEX

           Exhibit Number                      Description

                  16.1                         Letter from  Feldman
                                      Radin  & Co.,  P.C.  pursuant
                                      to    Item    304(a)(3)    of
                                      Regulation S-K