SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  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):
                             December 9, 1994

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


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

                                  0-17342
                         (Commission File Number)

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


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



<PAGE>
Item 5.   Amendment of Restated Certificate of Incorporation to
          Effectuate One For Five Reverse Stock Split

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

     The Reverse Stock Split was approved by the affirmative
written consent of holders of over 64% of the Common Stock and
LIVE's Series C Convertible Preferred Stock (the "Series C
Preferred Stock"), voting together as a single class, pursuant to
a Consent Solicitation Statement dated November 23, 1994.  Only
holders of record of Common Stock and Series C Preferred Stock at
the close of business on October 31, 1994 were entitled to consent
to the Reverse Stock Split.

     The Company has applied for the listing of the New Common
Stock on NASDAQ.  Among the requirements for NASDAQ listing is a
minimum bid price of $3.00 per share.  On December 8, 1994, the per
share closing price of the Common Stock as reported on the OTC
Bulletin Board and NQB Pink Sheets was $0.75.  The New Common Stock
began trading on the OTC Bulletin Board and NQB Pink Sheets
effective upon the opening of the markets on December 12, 1994.  On
December 13, 1994, the per share closing price of the New Common
Stock as reported on the OTC Bulletin Board and NQB Pink Sheets was
$3.00.  There is no assurance that the New Common Stock will be
accepted for listing on NASDAQ. 
 
     Holders of Common Stock as of December 9, 1994 who hold a
number of shares that is not evenly divisible by five will receive
cash in lieu of the fractional shares that arise as a result of the
Reverse Stock Split.  For purposes of settling fractional shares of
New Common Stock arising from the Reverse Stock Split, the Company
has valued the New Common Stock at $3.8125, which is five times the
average of the per share closing prices of the Common Stock as
reported on the OTC Bulletin Board and NQB Pink Sheets for the five
trading days immediately preceding the December 9, 1994 filing of
the Certificate of Amendment.

     LIVE has authorized American Stock Transfer & Trust Company to
act as exchange agent (the "Exchange Agent") for purposes of
effecting an exchange of stock certificates.  Before the end of
December 1994, the Exchange Agent will send letters of transmittal
to holders of Common Stock as of December 9, 1994 for use by
stockholders in transmitting their stock certificates representing
shares of Common Stock to the Exchange Agent in exchange for new
certificates representing the number of shares of New Common Stock
into which their shares of Common Stock have been reclassified in
the Reverse Stock Split, together with cash for any fractional
shares.  No cash payment or delivery of a certificate representing
New Common Stock will be made to a stockholder until the
stockholder has surrendered his outstanding certificates
representing Common Stock together with the letter of transmittal
to the Exchange Agent.

     Until so surrendered, each stock certificate formerly
representing shares of Common Stock shall be deemed for all
purposes to represent the number of whole shares of New Common
Stock to which the holder thereof is entitled, together with the
amount of cash in lieu of fractional shares, if any, arising as a
result of the Reverse Stock Split.

Item 7 -  Exhibits

     The Exhibits listed below are filed as a part of this Report.

Exhibit Number      Description of Exhibit

     3.1       Certificate of Amendment to Restated Certificate of
               Incorporation of the Registrant

     99.1      Press Release dated December 9, 1994

                                SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto
duly authorized.

                                                            
                              LIVE ENTERTAINMENT INC.



Dated: December 19, 1994      By: /s/   MICHAEL J. WHITE      
                                   Michael J. White
                                   Acting Chief Financial Officer<PAGE>
              

                     EXHIBIT INDEX


Exhibit Number      Description of Exhibit

     3.1       Certificate of Amendment to Restated Certificate of
               Incorporation of the Registrant

     99.1      Press Release dated December 9, 1994
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SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  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):
                             December 9, 1994

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

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

                                  0-17342
                         (Commission File Number)

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

Registrant's telephone number, including area code:  (818) 988-5060
Item 5.   Amendment of Restated Certificate of Incorporation to
          Effectuate One For Five Reverse Stock Split

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

     The Reverse Stock Split was approved by the affirmative
written consent of holders of over 64% of the Common Stock and
LIVE's Series C Convertible Preferred Stock (the "Series C
Preferred Stock"), voting together as a single class, pursuant to
a Consent Solicitation Statement dated November 23, 1994.  Only
holders of record of Common Stock and Series C Preferred Stock at
the close of business on October 31, 1994 were entitled to consent
to the Reverse Stock Split.

     The Company has applied for the listing of the New Common
Stock on NASDAQ.  Among the requirements for NASDAQ listing is a
minimum bid price of $3.00 per share.  On December 8, 1994, the per
share closing price of the Common Stock as reported on the OTC
Bulletin Board and NQB Pink Sheets was $0.75.  The New Common Stock
began trading on the OTC Bulletin Board and NQB Pink Sheets
effective upon the opening of the markets on December 12, 1994.  On
December 13, 1994, the per share closing price of the New Common
Stock as reported on the OTC Bulletin Board and NQB Pink Sheets was
$3.00.  There is no assurance that the New Common Stock will be
accepted for listing on NASDAQ. 
 
     Holders of Common Stock as of December 9, 1994 who hold a
number of shares that is not evenly divisible by five will receive
cash in lieu of the fractional shares that arise as a result of the
Reverse Stock Split.  For purposes of settling fractional shares of
New Common Stock arising from the Reverse Stock Split, the Company
has valued the New Common Stock at $3.8125, which is five times the
average of the per share closing prices of the Common Stock as
reported on the OTC Bulletin Board and NQB Pink Sheets for the five
trading days immediately preceding the December 9, 1994 filing of
the Certificate of Amendment.

     LIVE has authorized American Stock Transfer & Trust Company to
act as exchange agent (the "Exchange Agent") for purposes of
effecting an exchange of stock certificates.  Before the end of
December 1994, the Exchange Agent will send letters of transmittal
to holders of Common Stock as of December 9, 1994 for use by
stockholders in transmitting their stock certificates representing
shares of Common Stock to the Exchange Agent in exchange for new
certificates representing the number of shares of New Common Stock
into which their shares of Common Stock have been reclassified in
the Reverse Stock Split, together with cash for any fractional
shares.  No cash payment or delivery of a certificate representing
New Common Stock will be made to a stockholder until the
stockholder has surrendered his outstanding certificates
representing Common Stock together with the letter of transmittal
to the Exchange Agent.

     Until so surrendered, each stock certificate formerly
representing shares of Common Stock shall be deemed for all
purposes to represent the number of whole shares of New Common
Stock to which the holder thereof is entitled, together with the
amount of cash in lieu of fractional shares, if any, arising as a
result of the Reverse Stock Split.

Item 7 -  Exhibits

     The Exhibits listed below are filed as a part of this Report.

Exhibit Number      Description of Exhibit

     3.1       Certificate of Amendment to Restated Certificate of
               Incorporation of the Registrant

     99.1      Press Release dated December 9, 1994

                                SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto
duly authorized.

                                                            
                              LIVE ENTERTAINMENT INC.

Dated: December 19, 1994      By: /s/   MICHAEL J. WHITE      
                                   Michael J. White
                                   Acting Chief Financial Officer
EXHIBIT INDEX

Exhibit Number      Description of Exhibit

     3.1       Certificate of Amendment to Restated Certificate of
               Incorporation of the Registrant

     99.1      Press Release dated December 9, 1994