As filed with the Securities and Exchange Commission
on June 1, 1999.                                Registration No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                                 FORM S-8

                         REGISTRATION STATEMENT
                                 UNDER
                       THE SECURITIES ACT OF 1933


                       THE KUSHNER-LOCKE COMPANY
            (Exact name of issuer as specified in its charter)

<TABLE>
<S>                                   <C>
           California                              95-4079057
 (State of other jurisdiction of      (I.R.S. Employer Identification No.)
  incorporation or organization)

</TABLE>

       11601 Wilshire Blvd., 21st Floor, Los Angeles, California 90025
           (Address of principal executive offices) (Zip Code)

             THE KUSHNER-LOCKE COMPANY 1988 STOCK INCENTIVE PLAN
                          (Full title of the plan)

                              DONALD KUSHNER
            Co-Chairman, Co-Chief Executive Officer and Secretary
                         THE KUSHNER-LOCKE COMPANY
                     11601 Wilshire Blvd., 21st Floor
                       Los Angeles, California 90025
                             (310) 481-2000
         (Name, address and telephone number of agent for service)

The Commission is requested to send copies of all orders, communications
and notices to:

                            BARRY L. DASTIN, ESQ.
                 KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
                    1999 Avenue of the Stars, Suite 1600
                       Los Angeles, California 90067

                      CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                     Proposed      Proposed
Title of                             Maximum       Maximum
Securities       Amount              Offering      Aggregate     Amount of
to be            to be               Price Per     Offering      Registration
Registered       Registered          Share (1)     Price (1)     Fee (1)

<S>             <C>                  <C>          <C>           <C>

Common Stock,
No Par Value    570,000 shares (2)   $11.96875    $6,822,188    $1,896.57

</TABLE>

(1)     These amounts have been estimated in accordance with Rule 457(h)(1)
solely for the purpose of calculating the Registration Fee, and is based on
the average of the high and low prices per share of Common Stock, as
reported on NASDAQ as of May 27, 1999.

(2)     This Registration Statement also covers such undeterminable number of
additional shares of the Registrant's Common Stock as may become issuable in
the event certain anti-dilution provisions contained in the options granted
under the Kushner-Locke Company's 1988 Stock Incentive Plan, as amended,
become operative. No additional registration fee is included for these shares.

Exhibit Index begins on page II-6.

<PAGE>
                                  PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.      Plan Information.*

Item 2.      Registrant Information and Employee Plan Annual Information.*

* The documents containing the information specified in this Part I have
been or will be sent or given to optionees as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Act").  Such
documents are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 promulgated under
the Act.  These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10
(a) of the Act.  Copies of all documents incorporated by reference in Item 3
of Part II of this Form S-8 (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference herein), as well as
other documents required to be delivered to employees pursuant to Rule 428(b),
will be provided without charge to each person, including any beneficial
owner, on the written or oral request of such person made to The
Kushner-Locke Company, 11601 Wilshire Blvd., 21st Floor, Los Angeles,
California 90025, Attention: Robert Swan, Chief Financial Officer, Telephone:
(310) 481-2000.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      Incorporation of Documents by Reference

The following documents filed by The Kushner-Locke Company (the
"Company") with the Commission are hereby incorporated by reference in this
Registration Statement:

<TABLE>
<S>     <C>

1.      The Company's Annual Report on Form 10-K for the fiscal year ended
        September 30, 1998.

2.      Amendments to Annual Report of the Company on Form 10-K/A for the
        fiscal year ended September 30,1998 filed on January 29, 1999 and
        February 22, 1999.

3.      Quarterly Reports of the Company on Form 10-Q for the quarters ended
        December 31, 1998 and March 31, 1999.

4.      Proxy Statement of the Company for the Annual Meeting of Shareholders
        dated April 29, 1999, filed on April 1, 1999.

5.      The Company's Current Reports on Form 8-K filed with the Commission
        on October 27, 1998, April 16, 1999 and May 3, 1999.

6.      The description of the Common Stock contained in Item 1 of the
        Company's Form 8-A for a Registration of Certain Classes of
        Securities filed with the Commission pursuant to Section 12(g)
        of the Exchange Act on November 14, 1988, as amended on November 18,
        1988.

</TABLE>

All documents filed by the Company or the Plan with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, after the date of this Registration Statement and prior to the
filing of a post-effective amendment indicating that all securities offered
have been sold or which deregisters all

<PAGE>

securities then remaining unsold shall be deemed to be incorporated by
reference herein and shall be part hereof from the date of the filing of such
documents.  Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.      Description of Securities

Not Applicable.

Item 5.      Interests of Named Experts and Counsel

Not Applicable.

Item 6.      Indemnification of Directors and Officers

In accordance with Section 204.5 of the California General Corporation Law
("CGCL"), the Articles of Incorporation of the registrant, as amended,
include a provision which eliminates the personal liability of its directors
to the Company and its shareholders for monetary damage to the fullest extent
permissible under California law.  This limitation has no effect on a
director's liability (i) for acts or omissions that involve intentional
misconduct or a knowing and culpable violation of law, (ii) for acts or
omissions that a director believes to be contrary to the best interests of
the Company or its shareholders or that involve the absence of good faith on
the part of the director, (iii) for any transaction from which a director
derived an improper personal benefit, (iv) for acts or omissions that show a
reckless disregard for the director's duty to the Company or its shareholders
in circumstances in which the director was aware, or should have been aware,
in the ordinary course of performing his or her duties, of a risk of a
serious injury to the Company or its shareholders, (v) for acts or omissions
that constitute an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the Company or its shareholders, (vi)
under Section 310 of the CGCL (concerning contracts or transactions in which
a director has a material financial interest) or (vii) under Section 316 of
the CGCL (concerning directors' liability for improper dividends, loans and
guarantees).  The provision does not eliminate or limit the liability of an
officer for any act or omission as an officer, notwithstanding that the
officer is also a director or that his actions, if negligent or improper,
have been ratified by the Board of Directors.  Further, the provision has no
effect on claims arising under federal or state securities or blue sky laws
and does not affect the availability of injunctions and other equitable
remedies available to the Company's shareholders for any violation of a
director's fiduciary duty to the Company or its shareholders.

The Company's Articles of Incorporation also authorize the Company to
indemnify its agents (as defined in Section 317 of the CGCL) for breach of
duty to the corporation and its shareholders through bylaw provisions,
agreements or both, in excess of the indemnification otherwise permitted by
Section 317 of the CGCL subject to the limits on such excess indemnification
set forth in Section 204 of the CGCL.  The general effect of Section 317 of
the CGCL and Article V of the Company's bylaws, as amended, is to provide for
indemnification of its agents to the fullest extent permissible under
California law.

The Company maintains insurance coverage for each director and officer of
the Company for claims against such directors and officers for any alleged
breach of duty, neglect, error, misstatement, misleading statement, omission
or act in their respective capacities as directors and officers of the
Company, or any matter claimed against them solely by reason of their status
as directors or officers of the Company, subject to certain exceptions.

<PAGE>

Item 7.      Exemption from Registration Claimed

Not Applicable.

Item 8.      Exhibits

See Index to Exhibits on page II-6.

In lieu of an opinion of counsel concerning compliance with the
requirements of ERISA or an Internal Revenue Service ("IRS") determination
letter that the Plan is qualified under Section 401 of the Internal Revenue
Code, the Company hereby undertakes to submit or has submitted the Plan and
any amendments thereto to the IRS in a timely manner and has made or will
make all changes required by the IRS in order to qualify the Plan.

Item 9.      Undertakings

The undersigned Registrant hereby undertakes:

<TABLE>
<S>      <C>

(1)      To file, during any period in which offers or sales are being made,
         a post-effective amendment to this registration statement to include
         any material information with respect to the plan of distribution
         not previously disclosed in the registration statement or any
         material change to such information in the registration statement.

(2)      That, for the purpose of determining any liability under the
         Securities Act of 1933, as amended, each such post-effective
         amendment shall be deemed to be a new registration statement
         relating to the securities offered therein, and the offering of such
         securities at that time shall be deemed to be the initial bona fide
         offering thereof.

(3)      To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

</TABLE>

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934, as amended) that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

<PAGE>

                                SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles, State of California,
on this 28th day of May, 1999.

<TABLE>
<S>                          <C>

                             The Kushner-Locke Company


                             By: /S/ DONALD KUSHNER

                             Donald Kushner
                             Co-Chairman of the Board,
                             Co-Chief Executive Officer and
                             Secretary
</TABLE>
<PAGE>

                             POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Donald
Kushner, Peter Locke, and Robert Swan his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments and post-effective amendments to
this Registration Statement, and to file the same, with all Exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do
or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

Name                      Capacity                        Date

<S>                       <C>                             <C>

/S/  DONALD KUSHNER       Co-Chairman of the Board and    May 28, 1999
Donald Kushner            Co-Chief Executive Officer


/S/  PETER LOCKE          Co-Chairman of the Board and    May 28, 1999
Peter Locke               Co-Chief Executive Officer


/S/  ROBERT SWAN          Senior Vice President and       May 28, 1999
Robert Swan               Chief Financial Officer
                          (Principal Financial Officer)


/S/  ADELINA VILLAFLOR    Controller                      May 28, 1999
Adelina Villaflor         (Principal Accounting Officer)


/S/  IRWIN FRIEDMAN       Director                        May 28, 1999
Irwin Friedman


                          Director                        May __, 1999
Stuart Hersch


/S/  JOHN LANNAN          Director                        May 28, 1999
John Lannan

</TABLE>
<PAGE>

                             INDEX TO EXHIBITS
<TABLE>
<CAPTION>

Exhibit No.   Description of Exhibit       Reference

<S>           <C>                          <C>

4.1           Registrant's 1988 Stock      Incorporated by reference in
              Incentive Plan               Registrant's Registration Statement
                                           on Form S-8, filed January 24,
                                           1992 (Registration No. 33-45248)

4.2           Amendment to Registrant's    Incorporated by reference from the
              1988 Stock Incentive Plan    Exhibits to Registrant's Report on
              dated May 17, 1994           Form 10-Q for the fiscal quarter
                                           ended December 31, 1995

4.3           Amendment to Registrant's    Incorporated by reference in
              1988 Stock Incentive Plan    Registrant's Registration Statement
              dated November 21, 1996      on Form S-8, filed September 11,
                                           1998 (Registration No. 333-63297)

4.4           Amendment to Registrant's    Filed herewith
              1988 Stock Incentive Plan
              dated April 29, 1999

5             Opinion of Kaye, Scholer,    Filed herewith
              Fierman, Hays & Handler,
              LLP

23.1          Consent of Kaye, Scholer,    Incorporated by reference to
              Fierman, Hays & Handler,     Exhibit 5 filed herewith
              LLP

23.2          Consent of                   Filed herewith
              PricewaterhouseCoopers LLP

23.3          Consent of KPMG LLP          Filed herewith


24            Power of Attorney            Included on signature page
</TABLE>
<PAGE>

Exhibit 4.4
<PAGE>
                                                                 EXHIBIT A

             THIRD AMENDMENT TO THE 1988 STOCK INCENTIVE PLAN
                     OF THE KUSHNER-LOCKE COMPANY



  The following is the third amendment to the 1988 Stock Incentive Plan (the
"Plan") of The Kushner-Locke Company (the "Company"), dated as of April 29,
1999.

  WHEREAS, the following amendment to the Plan (the "Amendment") is deemed to
be in the best interest of the Company; and

  WHEREAS, the Amendment has been duly approved by the Board of Directors by
unanimous written consent dated as of January 20, 1999 and by the affirmative
vote of the holders of the majority of the Company's stock present or
represented and entitled to vote at the Annual Meeting of Shareholders held on
April 29, 1999;

  NOW, THEREFORE, in accordance with Section 7.7 of the Plan, the Plan is
hereby amended as follows, effective as of April 29, 1999:

                                     # # # #

  The second sentence of Section 2.4 is hereby amended in its entirety to read
as follows:

  "The aggregate amount of Common Stock that may be issued or transferred
pursuant to Awards granted under this Plan shall not exceed 1,820,000 shares,
subject to adjustment as set forth in Section 7.2."

                                    # # # #

  Except as otherwise amended by this Amendment, the Plan is hereby ratified
and approved, and shall continue in full force and effect.

  IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on
its behalf by its duly authorized officer as of the date first set forth
above.

<TABLE>
<S>                       <C>
                          THE KUSHNER-LOCKE COMPANY


                          By:     /s/ PETER LOCKE
                          Name:   Peter Locke
                          Title:  Co-Chief Executive Officer
Attest:


        /s/ DONALD KUSHNER
Name:   Donald Kushner
Title:  Secretary

</TABLE>
<PAGE>

Exhibit 5

               KAYE, SCHOLER, FIERMAN, HAYES & HANDLER, LLP
                A New York Limited Liability Partnership
                       1999 AVENUE OF THE STARS
                   LOS ANGELES, CALIFORNIA 90067-6048


May 28, 1999



Board of Directors
The Kushner-Locke Company
11601 Wilshire Blvd., 21st Floor
Los Angeles, California 90025

RE: Registration Statement on Form S-8

Gentlemen:

In connection with the Registration Statement on Form S-8 (the "Registration
Statement") filed by The Kushner-Locke Company, a California corporation
(the "Company"), with the Securities and Exchange Commission (the
"Commission") for the purpose of registering under the Securities Act of 1933,
as amended (the "Act"), the Company's common stock (the "Common Stock") to be
issued pursuant to the Company's 1988 Stock Incentive Plan, as amended (the
"1988 Plan"), we have examined such corporate records, certificates and other
documents, upon which we have relied, and reviewed such questions of law as we
have deemed necessary or appropriate for the purpose of this opinion.

On the basis of such examination and review, we advise you that the Common
Stock issuable under the 1988 Plan, subject to the issuance, delivery and
payment therefore in the manner contemplated by the Registration Statement and
the 1988 Plan, will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement.  In giving such opinion and consent,
we do not thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations
of the Commission thereunder.

                       Very truly yours,

                       /S/  KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP

<PAGE>

Exhibit 23.2



The Board of Directors
The Kushner-Locke Company:

We consent to the use of our report incorporated herein by reference.


/S/  PRICEWATERHOUSECOOPERS LLP

Los Angeles, California
May 27, 1999

<PAGE>
Exhibit 23.3

                     CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
The Kushner-Locke Company:

We consent to incorporation by reference in the registration statement
on Form S-8 of The Kushner-Locke Company of our report dated December
26, 1997, relating to the consolidated balance sheet of The Kushner-Locke
Company and subsidiaries as of September 30, 1997, and the related
consolidated statements of operations, stockholders' equity and cash flows
for each of the years in the two year period ended September 30, 1997 and
the related schedule for each of the years in the two-year period ended
September 30, 1997, which report appears in the September 30, 1998 annual
report on Form 10-K/A of The Kushner-Locke Company.


/S/  KPMG LLP

Los Angeles, California
May 27, 1999
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23170}]
{"company-data": {"conformed-name": "KUSHNER LOCKE CO", "cik": "0000842009", "assigned-sic": "7812", "irs-number": "954079057", "state-of-incorporation": "CA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79729", "film-number": "99638609"}, "business-address": {"street1": "11601 WILSHIRE BLVD 21ST FLR", "city": "LOS ANGELES", "state": "CA", "zip": "95202", "phone": "3104812000"}, "mail-address": {"street1": "11601 WILSHIRE BLVD", "street2": "21ST FLOOR", "city": "LOS ANGELES", "state": "CA", "zip": "90025"}}
As filed with the Securities and Exchange Commission
on June 1, 1999.                                Registration No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM S-8

                         REGISTRATION STATEMENT
                                 UNDER
                       THE SECURITIES ACT OF 1933

                       THE KUSHNER-LOCKE COMPANY
            (Exact name of issuer as specified in its charter)
California                              95-4079057
 (State of other jurisdiction of      (I.R.S. Employer Identification No.)
  incorporation or organization)
11601 Wilshire Blvd., 21st Floor, Los Angeles, California 90025
           (Address of principal executive offices) (Zip Code)

             THE KUSHNER-LOCKE COMPANY 1988 STOCK INCENTIVE PLAN
                          (Full title of the plan)

                              DONALD KUSHNER
            Co-Chairman, Co-Chief Executive Officer and Secretary
                         THE KUSHNER-LOCKE COMPANY
                     11601 Wilshire Blvd., 21st Floor
                       Los Angeles, California 90025
                             (310) 481-2000
         (Name, address and telephone number of agent for service)

The Commission is requested to send copies of all orders, communications
and notices to:

                            BARRY L. DASTIN, ESQ.
                 KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
                    1999 Avenue of the Stars, Suite 1600
                       Los Angeles, California 90067

                      CALCULATION OF REGISTRATION FEE
Proposed      Proposed
Title of                             Maximum       Maximum
Securities       Amount              Offering      Aggregate     Amount of
to be            to be               Price Per     Offering      Registration
Registered       Registered          Share (1)     Price (1)     Fee (1)
Common Stock,
No Par Value    570,000 shares (2)   $11.96875    $6,822,188    $1,896.57
(1)     These amounts have been estimated in accordance with Rule 457(h)(1)
solely for the purpose of calculating the Registration Fee, and is based on
the average of the high and low prices per share of Common Stock, as
reported on NASDAQ as of May 27, 1999.

(2)     This Registration Statement also covers such undeterminable number of
additional shares of the Registrant's Common Stock as may become issuable in
the event certain anti-dilution provisions contained in the options granted
under the Kushner-Locke Company's 1988 Stock Incentive Plan, as amended,
become operative. No additional registration fee is included for these shares.

Exhibit Index begins on page II-6.
PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.      Plan Information.*

Item 2.      Registrant Information and Employee Plan Annual Information.*

* The documents containing the information specified in this Part I have
been or will be sent or given to optionees as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Act").  Such
documents are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 promulgated under
the Act.  These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10
(a) of the Act.  Copies of all documents incorporated by reference in Item 3
of Part II of this Form S-8 (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference herein), as well as
other documents required to be delivered to employees pursuant to Rule 428(b),
will be provided without charge to each person, including any beneficial
owner, on the written or oral request of such person made to The
Kushner-Locke Company, 11601 Wilshire Blvd., 21st Floor, Los Angeles,
California 90025, Attention: Robert Swan, Chief Financial Officer, Telephone:
(310) 481-2000.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      Incorporation of Documents by Reference

The following documents filed by The Kushner-Locke Company (the
"Company") with the Commission are hereby incorporated by reference in this
Registration Statement:
1.      The Company's Annual Report on Form 10-K for the fiscal year ended
        September 30, 1998.

2.      Amendments to Annual Report of the Company on Form 10-K/A for the
        fiscal year ended September 30,1998 filed on January 29, 1999 and
        February 22, 1999.

3.      Quarterly Reports of the Company on Form 10-Q for the quarters ended
        December 31, 1998 and March 31, 1999.

4.      Proxy Statement of the Company for the Annual Meeting of Shareholders
        dated April 29, 1999, filed on April 1, 1999.

5.      The Company's Current Reports on Form 8-K filed with the Commission
        on October 27, 1998, April 16, 1999 and May 3, 1999.

6.      The description of the Common Stock contained in Item 1 of the
        Company's Form 8-A for a Registration of Certain Classes of
        Securities filed with the Commission pursuant to Section 12(g)
        of the Exchange Act on November 14, 1988, as amended on November 18,
        1988.
All documents filed by the Company or the Plan with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, after the date of this Registration Statement and prior to the
filing of a post-effective amendment indicating that all securities offered
have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference herein and shall be part hereof from the date of the filing of such
documents.  Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.      Description of Securities

Not Applicable.

Item 5.      Interests of Named Experts and Counsel

Not Applicable.

Item 6.      Indemnification of Directors and Officers

In accordance with Section 204.5 of the California General Corporation Law
("CGCL"), the Articles of Incorporation of the registrant, as amended,
include a provision which eliminates the personal liability of its directors
to the Company and its shareholders for monetary damage to the fullest extent
permissible under California law.  This limitation has no effect on a
director's liability (i) for acts or omissions that involve intentional
misconduct or a knowing and culpable violation of law, (ii) for acts or
omissions that a director believes to be contrary to the best interests of
the Company or its shareholders or that involve the absence of good faith on
the part of the director, (iii) for any transaction from which a director
derived an improper personal benefit, (iv) for acts or omissions that show a
reckless disregard for the director's duty to the Company or its shareholders
in circumstances in which the director was aware, or should have been aware,
in the ordinary course of performing his or her duties, of a risk of a
serious injury to the Company or its shareholders, (v) for acts or omissions
that constitute an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the Company or its shareholders, (vi)
under Section 310 of the CGCL (concerning contracts or transactions in which
a director has a material financial interest) or (vii) under Section 316 of
the CGCL (concerning directors' liability for improper dividends, loans and
guarantees).  The provision does not eliminate or limit the liability of an
officer for any act or omission as an officer, notwithstanding that the
officer is also a director or that his actions, if negligent or improper,
have been ratified by the Board of Directors.  Further, the provision has no
effect on claims arising under federal or state securities or blue sky laws
and does not affect the availability of injunctions and other equitable
remedies available to the Company's shareholders for any violation of a
director's fiduciary duty to the Company or its shareholders.

The Company's Articles of Incorporation also authorize the Company to
indemnify its agents (as defined in Section 317 of the CGCL) for breach of
duty to the corporation and its shareholders through bylaw provisions,
agreements or both, in excess of the indemnification otherwise permitted by
Section 317 of the CGCL subject to the limits on such excess indemnification
set forth in Section 204 of the CGCL.  The general effect of Section 317 of
the CGCL and Article V of the Company's bylaws, as amended, is to provide for
indemnification of its agents to the fullest extent permissible under
California law.

The Company maintains insurance coverage for each director and officer of
the Company for claims against such directors and officers for any alleged
breach of duty, neglect, error, misstatement, misleading statement, omission
or act in their respective capacities as directors and officers of the
Company, or any matter claimed against them solely by reason of their status
as directors or officers of the Company, subject to certain exceptions.
Item 7.      Exemption from Registration Claimed

Not Applicable.

Item 8.      Exhibits

See Index to Exhibits on page II-6.

In lieu of an opinion of counsel concerning compliance with the
requirements of ERISA or an Internal Revenue Service ("IRS") determination
letter that the Plan is qualified under Section 401 of the Internal Revenue
Code, the Company hereby undertakes to submit or has submitted the Plan and
any amendments thereto to the IRS in a timely manner and has made or will
make all changes required by the IRS in order to qualify the Plan.

Item 9.      Undertakings

The undersigned Registrant hereby undertakes:
(1)      To file, during any period in which offers or sales are being made,
         a post-effective amendment to this registration statement to include
         any material information with respect to the plan of distribution
         not previously disclosed in the registration statement or any
         material change to such information in the registration statement.

(2)      That, for the purpose of determining any liability under the
         Securities Act of 1933, as amended, each such post-effective
         amendment shall be deemed to be a new registration statement
         relating to the securities offered therein, and the offering of such
         securities at that time shall be deemed to be the initial bona fide
         offering thereof.

(3)      To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934, as amended) that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles, State of California,
on this 28th day of May, 1999.
The Kushner-Locke Company

                             By: /S/ DONALD KUSHNER

                             Donald Kushner
                             Co-Chairman of the Board,
                             Co-Chief Executive Officer and
                             Secretary
POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Donald
Kushner, Peter Locke, and Robert Swan his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments and post-effective amendments to
this Registration Statement, and to file the same, with all Exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do
or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name                      Capacity                        Date
/S/  DONALD KUSHNER       Co-Chairman of the Board and    May 28, 1999
Donald Kushner            Co-Chief Executive Officer

/S/  PETER LOCKE          Co-Chairman of the Board and    May 28, 1999
Peter Locke               Co-Chief Executive Officer

/S/  ROBERT SWAN          Senior Vice President and       May 28, 1999
Robert Swan               Chief Financial Officer
                          (Principal Financial Officer)

/S/  ADELINA VILLAFLOR    Controller                      May 28, 1999
Adelina Villaflor         (Principal Accounting Officer)

/S/  IRWIN FRIEDMAN       Director                        May 28, 1999
Irwin Friedman

                          Director                        May __, 1999
Stuart Hersch

/S/  JOHN LANNAN          Director                        May 28, 1999
John Lannan
INDEX TO EXHIBITS
Exhibit No.   Description of Exhibit       Reference
4.1           Registrant's 1988 Stock      Incorporated by reference in
              Incentive Plan               Registrant's Registration Statement
                                           on Form S-8, filed January 24,
                                           1992 (Registration No. 33-45248)

4.2           Amendment to Registrant's    Incorporated by reference from the
              1988 Stock Incentive Plan    Exhibits to Registrant's Report on
              dated May 17, 1994           Form 10-Q for the fiscal quarter
                                           ended December 31, 1995

4.3           Amendment to Registrant's    Incorporated by reference in
              1988 Stock Incentive Plan    Registrant's Registration Statement
              dated November 21, 1996      on Form S-8, filed September 11,
                                           1998 (Registration No. 333-63297)

4.4           Amendment to Registrant's    Filed herewith
              1988 Stock Incentive Plan
              dated April 29, 1999

5             Opinion of Kaye, Scholer,    Filed herewith
              Fierman, Hays & Handler,
              LLP

23.1          Consent of Kaye, Scholer,    Incorporated by reference to
              Fierman, Hays & Handler,     Exhibit 5 filed herewith
              LLP

23.2          Consent of                   Filed herewith
              PricewaterhouseCoopers LLP

23.3          Consent of KPMG LLP          Filed herewith

24            Power of Attorney            Included on signature page
Exhibit 4.4
EXHIBIT A

             THIRD AMENDMENT TO THE 1988 STOCK INCENTIVE PLAN
                     OF THE KUSHNER-LOCKE COMPANY

  The following is the third amendment to the 1988 Stock Incentive Plan (the
"Plan") of The Kushner-Locke Company (the "Company"), dated as of April 29,
1999.

  WHEREAS, the following amendment to the Plan (the "Amendment") is deemed to
be in the best interest of the Company; and

  WHEREAS, the Amendment has been duly approved by the Board of Directors by
unanimous written consent dated as of January 20, 1999 and by the affirmative
vote of the holders of the majority of the Company's stock present or
represented and entitled to vote at the Annual Meeting of Shareholders held on
April 29, 1999;

  NOW, THEREFORE, in accordance with Section 7.7 of the Plan, the Plan is
hereby amended as follows, effective as of April 29, 1999:

                                     # # # #

  The second sentence of Section 2.4 is hereby amended in its entirety to read
as follows:

  "The aggregate amount of Common Stock that may be issued or transferred
pursuant to Awards granted under this Plan shall not exceed 1,820,000 shares,
subject to adjustment as set forth in Section 7.2."

                                    # # # #

  Except as otherwise amended by this Amendment, the Plan is hereby ratified
and approved, and shall continue in full force and effect.

  IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on
its behalf by its duly authorized officer as of the date first set forth
above.
THE KUSHNER-LOCKE COMPANY

                          By:     /s/ PETER LOCKE
                          Name:   Peter Locke
                          Title:  Co-Chief Executive Officer
Attest:

        /s/ DONALD KUSHNER
Name:   Donald Kushner
Title:  Secretary
Exhibit 5

               KAYE, SCHOLER, FIERMAN, HAYES & HANDLER, LLP
                A New York Limited Liability Partnership
                       1999 AVENUE OF THE STARS
                   LOS ANGELES, CALIFORNIA 90067-6048

May 28, 1999

Board of Directors
The Kushner-Locke Company
11601 Wilshire Blvd., 21st Floor
Los Angeles, California 90025

RE: Registration Statement on Form S-8

Gentlemen:

In connection with the Registration Statement on Form S-8 (the "Registration
Statement") filed by The Kushner-Locke Company, a California corporation
(the "Company"), with the Securities and Exchange Commission (the
"Commission") for the purpose of registering under the Securities Act of 1933,
as amended (the "Act"), the Company's common stock (the "Common Stock") to be
issued pursuant to the Company's 1988 Stock Incentive Plan, as amended (the
"1988 Plan"), we have examined such corporate records, certificates and other
documents, upon which we have relied, and reviewed such questions of law as we
have deemed necessary or appropriate for the purpose of this opinion.

On the basis of such examination and review, we advise you that the Common
Stock issuable under the 1988 Plan, subject to the issuance, delivery and
payment therefore in the manner contemplated by the Registration Statement and
the 1988 Plan, will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement.  In giving such opinion and consent,
we do not thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations
of the Commission thereunder.

                       Very truly yours,

                       /S/  KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
Exhibit 23.2

The Board of Directors
The Kushner-Locke Company:

We consent to the use of our report incorporated herein by reference.

/S/  PRICEWATERHOUSECOOPERS LLP

Los Angeles, California
May 27, 1999
Exhibit 23.3

                     CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
The Kushner-Locke Company:

We consent to incorporation by reference in the registration statement
on Form S-8 of The Kushner-Locke Company of our report dated December
26, 1997, relating to the consolidated balance sheet of The Kushner-Locke
Company and subsidiaries as of September 30, 1997, and the related
consolidated statements of operations, stockholders' equity and cash flows
for each of the years in the two year period ended September 30, 1997 and
the related schedule for each of the years in the two-year period ended
September 30, 1997, which report appears in the September 30, 1998 annual
report on Form 10-K/A of The Kushner-Locke Company.

/S/  KPMG LLP

Los Angeles, California
May 27, 1999