SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
All-Comm Media Corporation
__________________________
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
______________________________________
(Title of Class of Securities)
016627101
_________
(CUSIP Number)
Steven I. Weinberger, Esq.
Saviano, Tobias & Weinberger, P.C.
Three New York Plaza, 12th Floor
New York, New York 10004
(212) 509-2080
___________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 9, 1996
____________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13(d)-1(b)(3)
or (4), check the following box /__/.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
Check the following box if a fee is being paid with this
statement /__ /. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class. (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
CUSIP No. 016627101
_________________________________________________________________
(1) Names of Reporting Persons. S.S.
Identification Nos. Of Above Persons Robert Budlow
_________________________________________________________________
(2) Check the Appropriate Box if a Member (a)
of a Group (See Instructions) (b)
_________________________________________________________________
(3) SEC Use Only
_________________________________________________________________
(4) Source of Funds (See Instructions) OO
_________________________________________________________________
(5) Check if Disclosure of Legal
Proceedings is required
Pursuant to Items 2(d) or 2(e)
_________________________________________________________________
(6) Citizenship or Place of Organization USA
_________________________________________________________________
Number of Shares (7) Sole Voting
Beneficially Owned Power 599,962
by Each Reporting (8) Shared Voting
Person With Power 0
(9) Sole Disposi-
tive Power 599,962
(10) Shared Disposi-
tive Power 0
_________________________________________________________________
(11) Aggregate Amount Beneficially Owned by
Each Reporting Person 599,962
_________________________________________________________________
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
_________________________________________________________________
(13) Percent of Class Represented by Amount in
Row (11) 11.6%
_________________________________________________________________
(14) Type of Reporting Person IN
_________________________________________________________________
Item 1. Security and Issuer
This statement relates to the common stock, par value
$.01 per share, of All-Comm Media Corporation ("All Comm"), whose
principal executive offices are located at 400 Corporate Pointe,
Culver City, CA 90230.
Item 2. Identity and Background
a. This statement is filed by Robert Budlow.
b. Mr. Budlow's business address is c/o Metro Services
Group, Inc., 333 Seventh Avenue, New York, New York
10001.
c. Mr. Budlow serves as Executive Vice President of Metro
Services Group, Inc. ("MSGI"), and performs such
services at MSGI's offices at 333 Seventh Avenue, New
York, New York.
d. During the preceding five years, Mr. Budlow has not
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
e. During the preceding five years, Mr. Budlow has not
been a party to a civil proceeding or a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding
any violation with respect to such laws; and
f. Mr. Budlow is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The consideration for Mr. Budlow's acquisition of
beneficial ownership of 599,962 shares of All Comm common stock
(the "All Comm Shares") consists of 100% of Mr. Budlow's shares
of common stock of MSGI. Mr. Budlow acquired the All Comm Shares
pursuant to the Agreement and Plan of Merger dated as of October
1, 1996 (the "Merger Agreement"), by and between All Comm, Metro
Merger Corp. ("MMC"), MSGI, J. Jeremy Barbera, Robert Budlow and
Janet Sautkulis. The Merger Agreement contemplates, among other
things, that MMC merge with and into MSGI (the "Merger") and that
the shareholders of MSGI exchange their shares of MSGI common
stock for shares of All Comm common stock and All Comm promissory
notes convertible into shares of All Comm common stock. The
transactions contemplated by the Merger Agreement were
consummated on October 9, 1996.
Item 4. Purpose of Transaction
The purposes of the Merger are to permit All Comm to
acquire ownership of MSGI and to permit the former shareholders
of MSGI to acquire shares of All Comm, a publicly-held company,
and participate in the business and future prospects of All Comm,
including those of its consolidated subsidiaries. Mr. Budlow has
acquired the All Comm Shares for investment purposes.
In connection with the Merger, All Comm has agreed that
Mr. Budlow and Jeremy Barbera (an officer and principal
shareholder of MSGI prior to the Merger) will serve as executive
officers of All Comm and MSGI for a period of at least three
years, and, subject to certain contingencies, control the board
of directors of MSGI for a period of up to seven years.
Item 5. Interest In Securities of the Issuer
a. Robert Budlow beneficially owns 599,962 shares, or
11.62%, of All Comm's outstanding common stock (based
upon 5,105,407 shares of All Comm common stock
outstanding on October 10, 1996, plus 55,762 shares
issuable to Mr. Barbera in the event of conversion into
common stock of the All Comm promissory note issued to
him in connection with the Merger).
b. Mr. Budlow has the sole right to vote, direct the vote,
dispose of and/or direct the disposition of, all of the
shares identified in paragraph (a) of this Item 5.
c. Mr. Budlow has effected no transactions in All Comm's
securities during the preceding 60 days.
d. No other person is known to have the right to receive
or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the All Comm shares
which are the subject of this statement.
e. Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer
The agreements between Robert Budlow and any other
person with respect to any securities of All Comm are the Merger
Agreement and the documents executed in connection therewith (see
Items 3 and 4, above), pursuant to which Mr. Budlow may
participate, along with other employees of MSGI, in All Comm's
incentive stock option plan, to the extent, if any, determined by
the All Comm stock option committee. In addition, Mr. Budlow has
been granted certain demand and piggyback registration rights
with respect to his shares of All-Comm common stock.
Item 7. Material to be Filed as Exhibits
a. Agreement and Plan of Merger dated as of October 1,
1996 by and between All-Comm Media Corp., Metro Merger
Corp. Metro Services Group, Inc., J. Jeremy Barbera,
Robert Budlow and Janet Sautkulis. (FN 1)
After reasonable inquiry and to the best of my own knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: October 18, 1996
Signature: Robert Budlow
Name: Robert Budlow
______________________
FN 1: Incorporated by reference to Exhibit 2.1 to the Form 8-KSB of
All-Comm Media Corporation dated October 11, 1996 (File No. 33-59849).
