As filed with the Securities and Exchange Commission 
on September 11, 1998.                                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    500,000 shares (2)   $3.00625     $1,503,125      $443.42

</TABLE>

(1)     These amounts have been estimated in accordance with Rule 457(c) 
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 for the five 
business days through September 10, 1998, as reported on NASDAQ.

(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 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 heretofore 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, 1997.

2.      Amendment to Annual Report of the Company on Form 10-K/A for the 
        fiscal year ended September 30,1997.

3.      Quarterly Reports of the Company on Form 10-Q for the quarters ended 
        December 31, 1997, March 31, 1998 and June 30, 1998.

4.      Amendment to Quarterly Report of the Company on Form 10-Q/A for the 
        quarter ended March 31, 1998.

5.      Proxy Statement of the Company for the Annual Meeting of Shareholders 
        dated June 18, 1998, filed on May 18, 1998.

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 11th day of September, 1998.

<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    September 11, 1998
Donald Kushner            Co-Chief Executive Officer


/S/  PETER LOCKE          Co-Chairman of the Board and    September 11, 1998
Peter Locke               Co-Chief Executive Officer


/S/  ROBERT SWAN          Senior Vice President and       September 11, 1998
Robert Swan               Chief Financial Officer
                          (Principal Financial Officer)


/S/  ADELINA VILLAFLOR    Controller                      September 11, 1998
Adelina Villaflor         (Principal Accounting Officer)


/S/  IRWIN FRIEDMAN       Director                        September 11, 1998
Irwin Friedman 


/S/  STUART HERSCH        Director                        September 11, 1998
Stuart Hersch


/S/  JOHN LANNAN          Director                        September 11, 1998
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    Filed herewith
              1988 Stock Incentive Plan
              dated November 21, 1996

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 KPMG Peat         Filed herewith
              Marwick LLP

</TABLE>
<PAGE>

Exhibit 4.3


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



The following is the second amendment to the 1988 Stock Incentive Plan 
(the "Plan") of The Kushner-Locke Company (the "Company"), dated as of 
November 21, 1996.

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 October 9, 1996  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 Special Meeting of 
Shareholders held on November 21, 1996; NOW, THEREFORE, in accordance with 
Section 7.7 of the Plan, the Plan is hereby amended as follows, effective as 
of November 1, 1996:

                                     FIRST

All references in the Plan to Section 422A of the Internal Revenue Code 
of 1986, as amended (the "Code"), are hereby amended to refer to Section 422 
of the Code.

                                    SECOND

The definition of 'Committee' in Section 1.1(i) of the Plan, as 
originally numbered, is hereby amended in its entirety to read as follows:

"(i) 'Committee' shall mean either a committee appointed by the Board, 
consisting of two or more members, each of whom is a Non-Employee Director, 
or the entire Board."

                                     THIRD

Section 1.1 of the Plan is hereby amended by deleting the definition of 
"Disinterested" in Section 1.1(m), as originally numbered, in its entirety, 
and the remaining subsections of Section 1.1 are hereby renumbered 
accordingly, to the extent necessary.

<PAGE>
                                     FOURTH

Section 1.1 of the Plan is hereby amended by adding the following 
definition thereto as a new Section 1.1(r), and the remaining subsections are 
hereby renumbered accordingly, to the extent necessary:

"(r) 'Non-Employee Director' shall mean a Non-Employee Director within the 
meaning of the applicable regulatory requirements promulgated under Section 
16 of the Exchange Act."

                                      FIFTH

Section 1.1 of the Plan is hereby amended by deleting the definition of 
"Stock Depreciation Right" in Section 1.1(dd), as originally numbered, in its 
entirety, and the remaining subsections of Section 1.1 are hereby renumbered 
accordingly, to the extent necessary.

                                      SIXTH

The final sentence of Section 2.2(a) of the Plan is hereby amended to 
add the following at the end of such sentence:

"(other than functions which are required to be performed by the 
Committee pursuant to regulations promulgated under Section 16 of the 
Exchange Act)."

                                    SEVENTH

Section 2.3 of the Plan is hereby amended to delete the final sentence 
thereof.

                                     EIGHTH

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 
7,500,000 shares, subject to adjustment as set forth in Section 7.2."

                                     NINTH

Section 2.5 of the Plan is hereby amended to delete Section 2.5(b), and the 
former Section 2.5(a) shall hereafter be renumbered as Section 2.5.

<PAGE>
 
                                    TENTH

Section 3.2(a) of the Plan is hereby amended to delete the provision at the 
end of the second sentence.

                                  ELEVENTH

Section 3.3 of the Plan is hereby amended in its entirety to read as follows:

"Each Option and all rights or obligations thereunder shall expire on such 
date as shall be determined by the Committee, but not later than 10 years 
after the Award Date of an Incentive Option or 10 years and one day after 
the Award Date of a Nonqualified Stock Option and shall be subject to earlier 
termination as hereinafter provided."

                                   TWELFTH

The first sentence of Section 3.4 of the Plan is hereby amended in its 
entirety to read as follows:

"Except as otherwise provided in Section 7.4, an Option may become 
exercisable, in whole or in part, on the date or dates specified in the Award 
Agreement, and thereafter shall remain exercisable until the expiration or 
earlier termination of such Option."

                                 THIRTEENTH

Section 3.5(a) of the Plan is hereby amended in its entirety to read as 
follows:

"The aggregate Fair Market Value (determined as of the Award Date) of the 
Common Stock for which Incentive Stock Options may first become exercisable 
by any Participant during any calendar year under this Plan (other than as a 
result of acceleration pursuant to Section 7.4 or 7.2), together with that of 
Common Stock subject to incentive stock options first exercisable by such 
Participant under any other plan of the Corporation or any subsidiary, shall 
not exceed $100,000.  To the extent such limitation is exceeded as a result 
of acceleration (or any other reason), Options shall be treated as 
Nonqualified Stock Options."

                                 FOURTEENTH

Section 3.6 of the Plan is hereby amended in its entirety to read as follows:


"In its discretion, the Committee may, in the Award Agreement, provide for a 
Tax-Offset Bonus to any Participant who elects to make a disqualifying 
disposition (as defined in Section 422(a)(1) of the Code) of Common Stock 
acquired pursuant to the exercise of an Incentive Stock Option.  The Tax-
Offset Bonus shall be in the form of a cash payment equal to a percentage of 
the difference between the exercise price and the lesser of (i) the Fair 
Market Value on the date of exercise of the Common Stock with respect to 
which the disqualifying disposition occurs or (ii) the amount realized from 
such disqualifying disposition.  Such percentage shall be set out in the 
Award Agreement and shall be designed to offset the impact of additional 
taxes which result from the disqualifying disposition.  Notwithstanding the 
preceding sentence,

<PAGE>

the Committee may reserve the right to from time to time change the 
percentage applicable with respect to the Award Agreement."

All references in the Plan to Section 3.6(b) shall hereafter refer to 
Section 3.6.

                                 FIFTEENTH

Section 4.2(d) of the Plan is hereby amended in its entirety to read as 
follows:

"(d) A Stock Appreciation Right granted independently of any Option 
shall be exercisable pursuant to the terms of the Award Agreement."

                                 SIXTEENTH

The second sentence of Section 5.1 of the Plan is hereby amended in its 
entirety to read as follows:

"Each Restricted Stock Award Agreement shall specify the number of 
shares of Common Stock to be issued to the Participant, the date of such 
issuance, the price, if any, to be paid for such shares by the Participant and 
the restrictions imposed on such shares."

                                SEVENTEENTH

The second sentence of Section 6.1 of the Plan is hereby amended in its 
entirety to read as follows:

"A Performance Share Award Agreement shall specify the number of shares 
of Common Stock subject to the Performance Share Award, the price, if any, to 
be paid for such shares by the Participant and the conditions upon which 
issuance to the Participant shall be based."

                                EIGHTEENTH

Section 7.3(b) of the Plan is hereby amended in its entirety to read as 
follows:


"If the Participant's employment by the Company terminates as a result of 
Retirement or Total Disability, the Participant or Participant's Personal 
Representative, as the case may be, shall have, subject to earlier termination 
pursuant to or as contemplated by Section 3.3, 12 months from the date of 
termination of employment (or 3 months from the date of termination of 
employment as a result of Retirement with respect to an Incentive Stock 
Option) to exercise any Option to the extent it shall have become exercisable 
by that date, and any Option not exercisable on that date shall terminate."

                               NINETEENTH

The first sentence of Section 7.4 of the Plan is hereby amended in its 
entirety to read as follows:

<PAGE>

"Unless prior to an Event the Committee determines that, upon its 
occurrence,there shall be no acceleration of Awards or determines those 
Awards which shall be accelerated and the extent to which they shall be 
accelerated upon the occurrence of an Event (i) each Option and each Stock 
Appreciation Right shall become immediately exercisable to the full extent 
theretofore not exercisable, (ii) Restricted Stock shall immediately vest 
free of restrictions and (iii) the number of shares covered by each 
Performance Share Award shall be issued to the Participant."

                                TWENTIETH

The first sentence of Section 7.7(a) of the Plan is hereby amended in 
its entirety to read as follows:

"The Board shall have the authority at any time to terminate or, from 
time to time, to amend or modify or suspend this Plan (or any part thereof) 
without obtaining shareholder approval to the fullest extent permitted by 
Rule 16b-3 or any successor thereto, except to the extent the Board 
determines that such shareholder approval is required by any other applicable 
law or regulation, in which case such amendment shall be effective once 
approved by the Board and a majority of the shareholders."

                              TWENTY-FIRST

Section 7.7 of the Plan is hereby amended by deleting Section 7.7(b) in 
its entirety, and the remaining subsection is renumbered accordingly.

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:  ______________________________
                               Name:     Peter Locke
                               Title:    Co-Chief Executive Officer
Attest:


_____________________________
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


September 10, 1998



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/  KPMG PEAT MARWICK LLP

Los Angeles, California
September 11, 1998
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 30693}]
{"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": "333-63297", "film-number": "98708272"}, "business-address": {"street1": "11601 WILSHIRE BLVD 21ST FLR", "city": "LOS ANGELES", "state": "CA", "zip": "95202", "phone": "3104451111"}, "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 September 11, 1998.                                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    500,000 shares (2)   $3.00625     $1,503,125      $443.42
(1)     These amounts have been estimated in accordance with Rule 457(c) 
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 for the five 
business days through September 10, 1998, as reported on NASDAQ.

(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 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 heretofore 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, 1997.

2.      Amendment to Annual Report of the Company on Form 10-K/A for the 
        fiscal year ended September 30,1997.

3.      Quarterly Reports of the Company on Form 10-Q for the quarters ended 
        December 31, 1997, March 31, 1998 and June 30, 1998.

4.      Amendment to Quarterly Report of the Company on Form 10-Q/A for the 
        quarter ended March 31, 1998.

5.      Proxy Statement of the Company for the Annual Meeting of Shareholders 
        dated June 18, 1998, filed on May 18, 1998.

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 11th day of September, 1998.
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    September 11, 1998
Donald Kushner            Co-Chief Executive Officer

/S/  PETER LOCKE          Co-Chairman of the Board and    September 11, 1998
Peter Locke               Co-Chief Executive Officer

/S/  ROBERT SWAN          Senior Vice President and       September 11, 1998
Robert Swan               Chief Financial Officer
                          (Principal Financial Officer)

/S/  ADELINA VILLAFLOR    Controller                      September 11, 1998
Adelina Villaflor         (Principal Accounting Officer)

/S/  IRWIN FRIEDMAN       Director                        September 11, 1998
Irwin Friedman 

/S/  STUART HERSCH        Director                        September 11, 1998
Stuart Hersch

/S/  JOHN LANNAN          Director                        September 11, 1998
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    Filed herewith
              1988 Stock Incentive Plan
              dated November 21, 1996

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 KPMG Peat         Filed herewith
              Marwick LLP
Exhibit 4.3

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

The following is the second amendment to the 1988 Stock Incentive Plan 
(the "Plan") of The Kushner-Locke Company (the "Company"), dated as of 
November 21, 1996.

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 October 9, 1996  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 Special Meeting of 
Shareholders held on November 21, 1996; NOW, THEREFORE, in accordance with 
Section 7.7 of the Plan, the Plan is hereby amended as follows, effective as 
of November 1, 1996:

                                     FIRST

All references in the Plan to Section 422A of the Internal Revenue Code 
of 1986, as amended (the "Code"), are hereby amended to refer to Section 422 
of the Code.

                                    SECOND

The definition of 'Committee' in Section 1.1(i) of the Plan, as 
originally numbered, is hereby amended in its entirety to read as follows:

"(i) 'Committee' shall mean either a committee appointed by the Board, 
consisting of two or more members, each of whom is a Non-Employee Director, 
or the entire Board."

                                     THIRD

Section 1.1 of the Plan is hereby amended by deleting the definition of 
"Disinterested" in Section 1.1(m), as originally numbered, in its entirety, 
and the remaining subsections of Section 1.1 are hereby renumbered 
accordingly, to the extent necessary.
FOURTH

Section 1.1 of the Plan is hereby amended by adding the following 
definition thereto as a new Section 1.1(r), and the remaining subsections are 
hereby renumbered accordingly, to the extent necessary:

"(r) 'Non-Employee Director' shall mean a Non-Employee Director within the 
meaning of the applicable regulatory requirements promulgated under Section 
16 of the Exchange Act."

                                      FIFTH

Section 1.1 of the Plan is hereby amended by deleting the definition of 
"Stock Depreciation Right" in Section 1.1(dd), as originally numbered, in its 
entirety, and the remaining subsections of Section 1.1 are hereby renumbered 
accordingly, to the extent necessary.

                                      SIXTH

The final sentence of Section 2.2(a) of the Plan is hereby amended to 
add the following at the end of such sentence:

"(other than functions which are required to be performed by the 
Committee pursuant to regulations promulgated under Section 16 of the 
Exchange Act)."

                                    SEVENTH

Section 2.3 of the Plan is hereby amended to delete the final sentence 
thereof.

                                     EIGHTH

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 
7,500,000 shares, subject to adjustment as set forth in Section 7.2."

                                     NINTH

Section 2.5 of the Plan is hereby amended to delete Section 2.5(b), and the 
former Section 2.5(a) shall hereafter be renumbered as Section 2.5.
TENTH

Section 3.2(a) of the Plan is hereby amended to delete the provision at the 
end of the second sentence.

                                  ELEVENTH

Section 3.3 of the Plan is hereby amended in its entirety to read as follows:

"Each Option and all rights or obligations thereunder shall expire on such 
date as shall be determined by the Committee, but not later than 10 years 
after the Award Date of an Incentive Option or 10 years and one day after 
the Award Date of a Nonqualified Stock Option and shall be subject to earlier 
termination as hereinafter provided."

                                   TWELFTH

The first sentence of Section 3.4 of the Plan is hereby amended in its 
entirety to read as follows:

"Except as otherwise provided in Section 7.4, an Option may become 
exercisable, in whole or in part, on the date or dates specified in the Award 
Agreement, and thereafter shall remain exercisable until the expiration or 
earlier termination of such Option."

                                 THIRTEENTH

Section 3.5(a) of the Plan is hereby amended in its entirety to read as 
follows:

"The aggregate Fair Market Value (determined as of the Award Date) of the 
Common Stock for which Incentive Stock Options may first become exercisable 
by any Participant during any calendar year under this Plan (other than as a 
result of acceleration pursuant to Section 7.4 or 7.2), together with that of 
Common Stock subject to incentive stock options first exercisable by such 
Participant under any other plan of the Corporation or any subsidiary, shall 
not exceed $100,000.  To the extent such limitation is exceeded as a result 
of acceleration (or any other reason), Options shall be treated as 
Nonqualified Stock Options."

                                 FOURTEENTH

Section 3.6 of the Plan is hereby amended in its entirety to read as follows:

"In its discretion, the Committee may, in the Award Agreement, provide for a 
Tax-Offset Bonus to any Participant who elects to make a disqualifying 
disposition (as defined in Section 422(a)(1) of the Code) of Common Stock 
acquired pursuant to the exercise of an Incentive Stock Option.  The Tax-
Offset Bonus shall be in the form of a cash payment equal to a percentage of 
the difference between the exercise price and the lesser of (i) the Fair 
Market Value on the date of exercise of the Common Stock with respect to 
which the disqualifying disposition occurs or (ii) the amount realized from 
such disqualifying disposition.  Such percentage shall be set out in the 
Award Agreement and shall be designed to offset the impact of additional 
taxes which result from the disqualifying disposition.  Notwithstanding the 
preceding sentence,
the Committee may reserve the right to from time to time change the 
percentage applicable with respect to the Award Agreement."

All references in the Plan to Section 3.6(b) shall hereafter refer to 
Section 3.6.

                                 FIFTEENTH

Section 4.2(d) of the Plan is hereby amended in its entirety to read as 
follows:

"(d) A Stock Appreciation Right granted independently of any Option 
shall be exercisable pursuant to the terms of the Award Agreement."

                                 SIXTEENTH

The second sentence of Section 5.1 of the Plan is hereby amended in its 
entirety to read as follows:

"Each Restricted Stock Award Agreement shall specify the number of 
shares of Common Stock to be issued to the Participant, the date of such 
issuance, the price, if any, to be paid for such shares by the Participant and 
the restrictions imposed on such shares."

                                SEVENTEENTH

The second sentence of Section 6.1 of the Plan is hereby amended in its 
entirety to read as follows:

"A Performance Share Award Agreement shall specify the number of shares 
of Common Stock subject to the Performance Share Award, the price, if any, to 
be paid for such shares by the Participant and the conditions upon which 
issuance to the Participant shall be based."

                                EIGHTEENTH

Section 7.3(b) of the Plan is hereby amended in its entirety to read as 
follows:

"If the Participant's employment by the Company terminates as a result of 
Retirement or Total Disability, the Participant or Participant's Personal 
Representative, as the case may be, shall have, subject to earlier termination 
pursuant to or as contemplated by Section 3.3, 12 months from the date of 
termination of employment (or 3 months from the date of termination of 
employment as a result of Retirement with respect to an Incentive Stock 
Option) to exercise any Option to the extent it shall have become exercisable 
by that date, and any Option not exercisable on that date shall terminate."

                               NINETEENTH

The first sentence of Section 7.4 of the Plan is hereby amended in its 
entirety to read as follows:
"Unless prior to an Event the Committee determines that, upon its 
occurrence,there shall be no acceleration of Awards or determines those 
Awards which shall be accelerated and the extent to which they shall be 
accelerated upon the occurrence of an Event (i) each Option and each Stock 
Appreciation Right shall become immediately exercisable to the full extent 
theretofore not exercisable, (ii) Restricted Stock shall immediately vest 
free of restrictions and (iii) the number of shares covered by each 
Performance Share Award shall be issued to the Participant."

                                TWENTIETH

The first sentence of Section 7.7(a) of the Plan is hereby amended in 
its entirety to read as follows:

"The Board shall have the authority at any time to terminate or, from 
time to time, to amend or modify or suspend this Plan (or any part thereof) 
without obtaining shareholder approval to the fullest extent permitted by 
Rule 16b-3 or any successor thereto, except to the extent the Board 
determines that such shareholder approval is required by any other applicable 
law or regulation, in which case such amendment shall be effective once 
approved by the Board and a majority of the shareholders."

                              TWENTY-FIRST

Section 7.7 of the Plan is hereby amended by deleting Section 7.7(b) in 
its entirety, and the remaining subsection is renumbered accordingly.

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:  ______________________________
                               Name:     Peter Locke
                               Title:    Co-Chief Executive Officer
Attest:

_____________________________
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

September 10, 1998

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/  KPMG PEAT MARWICK LLP

Los Angeles, California
September 11, 1998