CAROLCO PICTURES INC
10-Q/A, 1995-05-17
MOTION PICTURE & VIDEO TAPE PRODUCTION
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         SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C. 20549


                      Form 10-Q/A

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
           SECURITIES EXCHANGE ACT OF 1934


    For the Quarterly Period Ended March 31, 1995


              Commission File No. 1-9264



                CAROLCO PICTURES INC.
(Exact name of registrant as specified in its charter)



             Delaware                            95-4046437
  (State or other jurisdiction of               (I.R.S. Employer
   incorporation or organization)                Identification No.)


       8800 Sunset Blvd., Los Angeles, CA                  90069
   (Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code: (310) 859-8800


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was 
required to file such reports), and (2) has been subject to such filing 
requirements for the past 90 days.
Yes  X   No    

The number of shares outstanding of registrant's Common Stock, $.01 par value,
at May 15, 1995 was 140,015,109 shares, including 2,373,756 shares of treasury 
stock.

<PAGE>

The purpose of the 10-Q/A is to revise the date on the signature page for the
10-Q dated March 31, 1995.

<PAGE>

                              SIGNATURES

     Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.



                                              CAROLCO PICTURES INC.
                                              Registrant



Date:  May 15, 1995                           /s/ Karen A. Taylor
                                              Senior Vice President and
                                              Acting Chief Financial Officer

<PAGE>

                              SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report, the 10Q/A, to be signed on its 
behalf by the undersigned thereunto duly authorized.


                                              CAROLCO PICTURES INC.
                                              Registrant


Date:  May 16, 1995                           /s/ Karen A. Taylor
                                              Senior Vice President
                                              Acting Chief Financial Officer



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