FORM 8-K

                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549



                              CURRENT REPORT

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


Date of Report (date of earliest event reported): April 17, 1997


                          LIVE Entertainment Inc.                     
          (Exact name of registrant as specified in its charter)



           Delaware            0-17342         95-4178252  
        (State of other   (Commission File    (IRS Employer
       jurisdiction of         Number)       Identification
        incorporation)                           Number)



             15400 Sherman Way, Suite 500, Van Nuys, CA 91406
         (Address of principal executive office)     (Zip Code)



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


                                Not applicable                        
       (Former name or former address, if changed since last report)


<PAGE>
     
     LIVE Entertainment Inc., a Delaware corporation ("Registrant"), 
hereby files this Form 8-K with respect to the transaction described below.

Item 1.  Changes in Control of Registrant

     The transaction contemplated in the Merger Agreement and
Stockholder Agreement (defined below) may constitute a change of
control.  Please see the description of the transaction in Item 2
below.

Item 2.  Acquisition or Disposition of Assets

     Registrant has entered into a definitive Agreement and Plan
of Merger dated April 17, 1997 (the "Merger Agreement") by and
among Registrant, Film Holdings Co. ("Parent") and Film
Acquisition Co. ("Sub").  Pursuant to the Merger Agreement, on
the Effective Date of the Merger, holders of Registrant's Common
Stock will receive $6.00 per share in cash; holders of
Registrant's Series B Preferred Stock will receive $10.00 per
share in cash (the liquidation value of the Series B Preferred
Stock), plus accrued and unpaid dividends, and holders of
Registrant's Series C Preferred Stock will receive $944.8624 per
share in cash (which amount will include any accrued but unpaid
dividends thereon through the Effective Date), the liquidation 
value of which will equal $1,235.33 per share on June 30,
1997.  Registrant's outstanding indebtedness will also be
redeemed at par plus accrued interest immediately following and
subject to the Effective Date.  The Boards of Directors of
Registrant, Parent and Sub have each approved the merger (the
"Merger") of Sub with and into Registrant in accordance with the
applicable provisions of the Delaware General Corporation Law.

     Registrant has been advised by its investment advisor,
Houlihan Lokey Howard & Zukin, that, in its opinion, as of the
date of the Merger Agreement, the Common Stock Merger Price
($6.00 per share) set forth therein is fair to the holders of
Registrant's Common Stock (other than Pioneer Electronic
Corporation ("Pioneer"), as to which no opinion is rendered) from
a financial point of view. Registrant has agreed as soon as
practicable to prepare and file a Proxy Statement to be sent to
the stockholders of Registrant in connection with a special
meeting (the "Stockholders Meeting") of its stockholders to
consider the Merger.  Registrant's Board of Directors has
recommended approval of the transactions contemplated by the
Merger Agreement. 

     Registrant has agreed that prior to the earlier of the
Effective Time or the termination of the Merger Agreement, that
it will not, directly or indirectly, through any officer,
director, employee, representative or agent of Registrant or any
of its subsidiaries, (i) solicit, initiate or encourage the
initiation of any inquiries or proposals regarding any merger,
recapitalization, sale of substantial assets, sale or exchange of
shares of capital stock (including, without limitation, by way of
a tender offer) or similar transactions involving Registrant or
any significant subsidiaries of Registrant other than the Merger
(any of the foregoing inquiries or proposals being hereinafter
referred to as an "Acquisition Proposal"), (ii) engage in
negotiations or discussions concerning, or provide any nonpublic
information to any person relating to, any Acquisition Proposal
or (iii) agree to, approve or recommend any Acquisition Proposal;
provided, however, that the Board of Directors of Registrant may
respond to and consider, negotiate, discuss, approve and
recommend to the stockholders of Registrant a bona fide
Acquisition Proposal not solicited in violation of the Merger
Agreement, provided the Board of Directors of Registrant
determines in good faith (after consultation with outside
counsel) that the Acquisition Proposal may present a more
favorable alternative to Registrant's stockholders than the
Merger and therefore that they should, consistent with their
duties as fiduciaries to Registrant's stockholders, respond to
and negotiate such alternative Acquisition Proposal.  In the
event the Board of Directors determines that such Acquisition
Proposal presents a more favorable alternative, the Board of
Directors may approve and recommend such Acquisition Proposal and
terminate Registrant's obligations under the Merger Agreement. 
In such event, the Merger Agreement provides that, under certain
circumstances, Registrant would be obligated to pay Parent a
termination fee of $3 million and reasonable out-of-pocket
expenses up to $1 million.  In addition, Registrant may continue
to discuss an alternative financing with CPI Securities L.P.
should the Merger fail to be consummated.

     As a condition and inducement to Parent's and Sub's entering
into the Merger Agreement, Pioneer (the holder of approximately
50.3% of the outstanding voting power of Registrant), Registrant
and Parent entered into a Stockholder Agreement ("Stockholder
Agreement") on April 17, 1997, included as Exhibit JJ to the
Schedule 13D filed by Pioneer on April 28, 1997.  Pursuant to the
Stockholder Agreement, Pioneer agreed to (i) vote its shares in
favor of the Merger and granted Parent an irrevocable proxy with
respect thereto, all in connection with the stockholder meeting
of Registrant to approve the Merger and the transactions
contemplated thereby, (ii) not dispose of any of its shares of
Registrant Common Stock and (iii) pay to Parent a Topping Fee
equal to fifty percent (50%) of the excess of any cash or non-
cash consideration (excluding securities of Registrant) or any
successor corporation received by Pioneer or any of its
affiliates in connection with a transaction not involving Parent
which results in a (a) direct or indirect sale or other
disposition by Pioneer of shares of Registrant Stock, (b) merger
or consolidation of Registrant, (c) sale of all or substantially
all of the assets of Registrant or (d) other Topping Fee Event,
as such term is defined in the Stockholder Agreement, over the
aggregate consideration which would have been payable to Pioneer
if Pioneer had disposed to Parent in accordance with the Merger
Agreement of a proportion of each of Registrant's shares of (x)
Common Stock and (y) Series C Preferred Stock, par value $1.00
per share ("Series C Preferred Stock" and, collectively with the
Common Stock, the "Registrant Stock") held by Pioneer that is
equal to that transferred pursuant to the Topping Fee Event. 
Payment of the Topping Fee is triggered if Pioneer engages in a
Topping Fee Event or a definitive written agreement with respect
thereto within twelve (12) months after the date of the
Stockholder Agreement.

     Parent and Sub have provided Registrant with Commitment
Letters aggregating $150 million from Chase Manhattan Bank, CPI
Securities L.P., Bain Capital Fund V and V-B, and Alan D. Gordon,
all dated April 17, 1997, in favor of Parent (the "Commitment
Letters").  In the Merger Agreement, Parent and Sub represented
to Registrant that the Commitment Letters are in full force and
effect as of the date hereof and that they have no reason to
believe that such Letters will not continue to be in full force
and effect prior to the Effective Date.

     The Chase Manhattan Bank Commitment Letter provides for a
Secured Term Loan of $30,000,000, and a Secured Revolving Credit
Facility in the amount of $90,000,000 to be made available to
Registrant's principal subsidiary, LIVE Film and Mediaworks Inc.,
the proceeds of which are to be used to refinance existing senior
and subordinated Debt and redeem existing Series B and Series C
Preferred Stock and Common Stock and employee and director Stock
Options, to finance production, distribution, or acquisition of
feature films and video products, to acquire rights to television
product for exploitation in other media and for general corporate
purposes.  The Chase Commitment Letter is subject to customary
closing conditions including closing of the Merger, lack of a
Material Adverse Change in the Registrant prior to the Effective
Date, negotiation and execution of satisfactory documentation. 
In addition to the Chase Manhattan Bank Commitment Letter,
Registrant has received a Commitment Letter from CPI Securities
L.P., to provide $15,000,000, of Senior Subordinated Secured
Notes to be issued by LIVE Film and Mediaworks.  Parent and Sub
provided to Registrant copies of two equity Commitment Letters in
the aggregate amount of $15,000,000 from Bain Capital Fund 
V & V-B, L.P. and Alan D. Gordon to be funded at the Effective Date. 
Finally, in addition to funds provided by the Commitment Letters
described above, a portion of the aggregate Merger consideration
may be paid with cash on hand at the Registrant at the Effective
Date.

     The Merger is subject to customary closing terms and
conditions (as more fully set forth in Article VI of the Merger
Agreement), including completing the necessary financing under
the Commitment Letters delivered by Parent and Sub.  The
transaction is also subject to approval by holders of a majority
of Registrant's outstanding Common Stock and Series C Preferred
Stock at the Stockholders Meeting which is expected to be held in
June.  The holders of the Company's Series B Preferred Stock are
not entitled to vote on the Merger.

     The Merger Agreement provides that on the Effective Date,
the current Board of Directors of Registrant will resign and be
replaced by directors designated by Parent and Sub.  In addition,
CPI Securities L.P. will have the right to designate one director.

Item 7.  Pro Forma Financial Information and Exhibits.

     10.1  Agreement and Plan of Merger dated April 17, 1997 by
           and among LIVE Entertainment Inc., Film Holdings Co.
           and Film Acquisition Co.

     10.2  Press Release 


<PAGE>
                                 SIGNATURE



     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.

                                   LIVE ENTERTAINMENT INC.



Date: April 29, 1997                    By:     /s/ RONALD B. CUSHEY
______________________________
                                        Name:  Ronald B. Cushey
                                        Title: Executive Vice President and
                                               Chief Financial Officer
                                          
<PAGE>

                               EXHIBIT INDEX


                                                                 Sequentially
 Exhibit                                                           Numbered
  Number    Description of Exhibit                                   Page

   10.1     Agreement and Plan of Merger dated April 17, 1997 by       7
            and among LIVE Entertainment Inc., Film Holdings Co. 
            and Film Acquisition Co.

   10.2     Press Release dated April 18, 1997                        53
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 11963}]
{"company-data": {"conformed-name": "LIVE ENTERTAINMENT INC", "cik": "0000840260", "assigned-sic": "7822", "irs-number": "954178252", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-21748", "film-number": "97590550"}, "business-address": {"street1": "15400 SHERMAN WAY", "street2": "STE 500", "city": "VAN NUYS", "state": "CA", "zip": "91406", "phone": "8189885060"}, "mail-address": {"street1": "1500 SHERMAN WAY", "street2": "SUITE 500", "city": "VAN NUYS", "state": "CA", "zip": "91406"}}
FORM 8-K

                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549

                              CURRENT REPORT

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

Date of Report (date of earliest event reported): April 17, 1997

                          LIVE Entertainment Inc.                     
          (Exact name of registrant as specified in its charter)

           Delaware            0-17342         95-4178252  
        (State of other   (Commission File    (IRS Employer
       jurisdiction of         Number)       Identification
        incorporation)                           Number)

             15400 Sherman Way, Suite 500, Van Nuys, CA 91406
         (Address of principal executive office)     (Zip Code)

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

                                Not applicable                        
       (Former name or former address, if changed since last report)
LIVE Entertainment Inc., a Delaware corporation ("Registrant"), 
hereby files this Form 8-K with respect to the transaction described below.

Item 1.  Changes in Control of Registrant

     The transaction contemplated in the Merger Agreement and
Stockholder Agreement (defined below) may constitute a change of
control.  Please see the description of the transaction in Item 2
below.

Item 2.  Acquisition or Disposition of Assets

     Registrant has entered into a definitive Agreement and Plan
of Merger dated April 17, 1997 (the "Merger Agreement") by and
among Registrant, Film Holdings Co. ("Parent") and Film
Acquisition Co. ("Sub").  Pursuant to the Merger Agreement, on
the Effective Date of the Merger, holders of Registrant's Common
Stock will receive $6.00 per share in cash; holders of
Registrant's Series B Preferred Stock will receive $10.00 per
share in cash (the liquidation value of the Series B Preferred
Stock), plus accrued and unpaid dividends, and holders of
Registrant's Series C Preferred Stock will receive $944.8624 per
share in cash (which amount will include any accrued but unpaid
dividends thereon through the Effective Date), the liquidation 
value of which will equal $1,235.33 per share on June 30,
1997.  Registrant's outstanding indebtedness will also be
redeemed at par plus accrued interest immediately following and
subject to the Effective Date.  The Boards of Directors of
Registrant, Parent and Sub have each approved the merger (the
"Merger") of Sub with and into Registrant in accordance with the
applicable provisions of the Delaware General Corporation Law.

     Registrant has been advised by its investment advisor,
Houlihan Lokey Howard & Zukin, that, in its opinion, as of the
date of the Merger Agreement, the Common Stock Merger Price
($6.00 per share) set forth therein is fair to the holders of
Registrant's Common Stock (other than Pioneer Electronic
Corporation ("Pioneer"), as to which no opinion is rendered) from
a financial point of view. Registrant has agreed as soon as
practicable to prepare and file a Proxy Statement to be sent to
the stockholders of Registrant in connection with a special
meeting (the "Stockholders Meeting") of its stockholders to
consider the Merger.  Registrant's Board of Directors has
recommended approval of the transactions contemplated by the
Merger Agreement. 

     Registrant has agreed that prior to the earlier of the
Effective Time or the termination of the Merger Agreement, that
it will not, directly or indirectly, through any officer,
director, employee, representative or agent of Registrant or any
of its subsidiaries, (i) solicit, initiate or encourage the
initiation of any inquiries or proposals regarding any merger,
recapitalization, sale of substantial assets, sale or exchange of
shares of capital stock (including, without limitation, by way of
a tender offer) or similar transactions involving Registrant or
any significant subsidiaries of Registrant other than the Merger
(any of the foregoing inquiries or proposals being hereinafter
referred to as an "Acquisition Proposal"), (ii) engage in
negotiations or discussions concerning, or provide any nonpublic
information to any person relating to, any Acquisition Proposal
or (iii) agree to, approve or recommend any Acquisition Proposal;
provided, however, that the Board of Directors of Registrant may
respond to and consider, negotiate, discuss, approve and
recommend to the stockholders of Registrant a bona fide
Acquisition Proposal not solicited in violation of the Merger
Agreement, provided the Board of Directors of Registrant
determines in good faith (after consultation with outside
counsel) that the Acquisition Proposal may present a more
favorable alternative to Registrant's stockholders than the
Merger and therefore that they should, consistent with their
duties as fiduciaries to Registrant's stockholders, respond to
and negotiate such alternative Acquisition Proposal.  In the
event the Board of Directors determines that such Acquisition
Proposal presents a more favorable alternative, the Board of
Directors may approve and recommend such Acquisition Proposal and
terminate Registrant's obligations under the Merger Agreement. 
In such event, the Merger Agreement provides that, under certain
circumstances, Registrant would be obligated to pay Parent a
termination fee of $3 million and reasonable out-of-pocket
expenses up to $1 million.  In addition, Registrant may continue
to discuss an alternative financing with CPI Securities L.P.
should the Merger fail to be consummated.

     As a condition and inducement to Parent's and Sub's entering
into the Merger Agreement, Pioneer (the holder of approximately
50.3% of the outstanding voting power of Registrant), Registrant
and Parent entered into a Stockholder Agreement ("Stockholder
Agreement") on April 17, 1997, included as Exhibit JJ to the
Schedule 13D filed by Pioneer on April 28, 1997.  Pursuant to the
Stockholder Agreement, Pioneer agreed to (i) vote its shares in
favor of the Merger and granted Parent an irrevocable proxy with
respect thereto, all in connection with the stockholder meeting
of Registrant to approve the Merger and the transactions
contemplated thereby, (ii) not dispose of any of its shares of
Registrant Common Stock and (iii) pay to Parent a Topping Fee
equal to fifty percent (50%) of the excess of any cash or non-
cash consideration (excluding securities of Registrant) or any
successor corporation received by Pioneer or any of its
affiliates in connection with a transaction not involving Parent
which results in a (a) direct or indirect sale or other
disposition by Pioneer of shares of Registrant Stock, (b) merger
or consolidation of Registrant, (c) sale of all or substantially
all of the assets of Registrant or (d) other Topping Fee Event,
as such term is defined in the Stockholder Agreement, over the
aggregate consideration which would have been payable to Pioneer
if Pioneer had disposed to Parent in accordance with the Merger
Agreement of a proportion of each of Registrant's shares of (x)
Common Stock and (y) Series C Preferred Stock, par value $1.00
per share ("Series C Preferred Stock" and, collectively with the
Common Stock, the "Registrant Stock") held by Pioneer that is
equal to that transferred pursuant to the Topping Fee Event. 
Payment of the Topping Fee is triggered if Pioneer engages in a
Topping Fee Event or a definitive written agreement with respect
thereto within twelve (12) months after the date of the
Stockholder Agreement.

     Parent and Sub have provided Registrant with Commitment
Letters aggregating $150 million from Chase Manhattan Bank, CPI
Securities L.P., Bain Capital Fund V and V-B, and Alan D. Gordon,
all dated April 17, 1997, in favor of Parent (the "Commitment
Letters").  In the Merger Agreement, Parent and Sub represented
to Registrant that the Commitment Letters are in full force and
effect as of the date hereof and that they have no reason to
believe that such Letters will not continue to be in full force
and effect prior to the Effective Date.

     The Chase Manhattan Bank Commitment Letter provides for a
Secured Term Loan of $30,000,000, and a Secured Revolving Credit
Facility in the amount of $90,000,000 to be made available to
Registrant's principal subsidiary, LIVE Film and Mediaworks Inc.,
the proceeds of which are to be used to refinance existing senior
and subordinated Debt and redeem existing Series B and Series C
Preferred Stock and Common Stock and employee and director Stock
Options, to finance production, distribution, or acquisition of
feature films and video products, to acquire rights to television
product for exploitation in other media and for general corporate
purposes.  The Chase Commitment Letter is subject to customary
closing conditions including closing of the Merger, lack of a
Material Adverse Change in the Registrant prior to the Effective
Date, negotiation and execution of satisfactory documentation. 
In addition to the Chase Manhattan Bank Commitment Letter,
Registrant has received a Commitment Letter from CPI Securities
L.P., to provide $15,000,000, of Senior Subordinated Secured
Notes to be issued by LIVE Film and Mediaworks.  Parent and Sub
provided to Registrant copies of two equity Commitment Letters in
the aggregate amount of $15,000,000 from Bain Capital Fund 
V & V-B, L.P. and Alan D. Gordon to be funded at the Effective Date. 
Finally, in addition to funds provided by the Commitment Letters
described above, a portion of the aggregate Merger consideration
may be paid with cash on hand at the Registrant at the Effective
Date.

     The Merger is subject to customary closing terms and
conditions (as more fully set forth in Article VI of the Merger
Agreement), including completing the necessary financing under
the Commitment Letters delivered by Parent and Sub.  The
transaction is also subject to approval by holders of a majority
of Registrant's outstanding Common Stock and Series C Preferred
Stock at the Stockholders Meeting which is expected to be held in
June.  The holders of the Company's Series B Preferred Stock are
not entitled to vote on the Merger.

     The Merger Agreement provides that on the Effective Date,
the current Board of Directors of Registrant will resign and be
replaced by directors designated by Parent and Sub.  In addition,
CPI Securities L.P. will have the right to designate one director.

Item 7.  Pro Forma Financial Information and Exhibits.

     10.1  Agreement and Plan of Merger dated April 17, 1997 by
           and among LIVE Entertainment Inc., Film Holdings Co.
           and Film Acquisition Co.

     10.2  Press Release
SIGNATURE

     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.

                                   LIVE ENTERTAINMENT INC.

Date: April 29, 1997                    By:     /s/ RONALD B. CUSHEY
______________________________
                                        Name:  Ronald B. Cushey
                                        Title: Executive Vice President and
                                               Chief Financial Officer
EXHIBIT INDEX

                                                                 Sequentially
 Exhibit                                                           Numbered
  Number    Description of Exhibit                                   Page

   10.1     Agreement and Plan of Merger dated April 17, 1997 by       7
            and among LIVE Entertainment Inc., Film Holdings Co. 
            and Film Acquisition Co.

   10.2     Press Release dated April 18, 1997                        53