THIS DOCUMENT CONSISTS OF 3 PAGES.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BRILLIANT DIGITAL ENTERTAINMENT, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-4592204
(State of Incorporation or Organization) (IRS Employer
Identification No.)
6355 TOPANGA CANYON BOULEVARD, SUITE 513,
WOODLAND HILLS, CALIFORNIA 91367
(Address of principal executive officer) (Zip Code)
If this form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [ ]
If this form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class Name of each exchange on which
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Common Stock, par value $.001 per share American Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
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Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
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Reference is made to the discussion set forth under the caption
"Description of Capital Stock" contained in the Prospectus included in
Amendment No. 3 to Registration Statement on Form S-1 of Brilliant Digital
Entertainment, Inc. ("Registrant") under the Securities Act of 1933, as
amended. Such discussion is incorporated herein by reference to Registrant's
Amendment No. 3 to Registration Statement on Form S-1 (File No. 333-12163) and
set forth as Exhibit 3.3 hereto.
Item 2. EXHIBITS.
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1.1 Registrant's Registration Statement on Form S-1, as amended, File No.
333-12163, which is incorporated herein by this reference.
3.1 Amended and Restated Certificate of Incorporation of Registrant -
incorporated by reference to Exhibit 3.1 of Registrant's Amendment No. 1
to Registration Statement on Form S-1, File No. 333-12163.
3.2 Amended and Restated Bylaws of Registrant - incorporated by reference
to Exhibit 3.2 to Registrant's Registration Statement on Form S-1,
File No. 333-12163.
3.3 Pages 62 through 64 from Registrant's Amendment No. 3 to Registration
Statement on Form S-1, File No. 333-12163, containing the discussion
set forth under the caption "Description of Capital Stock," which is
incorporated herein by this reference.
4.1 Specimen Common Stock Certificate - incorporated by reference to Exhibit
4.1 of Registrant's Amendment No. 1 to Registration Statement on Form S-
1, File No. 333-12163.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
BRILLIANT DIGITAL ENTERTAINMENT, INC.
Date: November 20, 1996 By: /S/ MICHAEL OZEN
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Michael Ozen
Its: Chief Financial Officer
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