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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MEDIALINK WORLDWIDE INCORPORATED
_____________________________________________________________
(Name of Issuer)
COMMON STOCK
_____________________________________________________________
(Title of Class of Securities)
58445P105
_____________________________________________________________
(CUSIP Number)
December 31, 1998
_____________________________________________________________
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
_
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X| Rule 13d-1(d)
-
*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 in the remainder of this cover page shall not be deemed
to be "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).
Page 1 of 7 pages
<PAGE>
CUSIP No. 58445P105 13G Page 2 of 7 Pages
1. Name of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only): Laurence Moskowitz
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) Not applicable.
3. SEC Use Only
4. Citizenship or Place of Organization: United States
5. Sole Voting Power
NUMBER OF SHARES 433,954
BENEFICIALLY 6. Shared Voting Power
-0-
OWNED BY EACH
7. Sole Dispositive Power
REPORTING PERSON 433,954
WITH 8. Shared Dispositive Power
-0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person
433,954
10. Check if the Aggregate Amount in Row (9)
Excludes Certain Shares (See Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
8.0%
12. Type of Reporting Person (See Instructions) IN
<PAGE>
CUSIP NO. 58445P105 13G Page 3 of 7 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)
Under the Securities Exchange Act of 1934
MEDIALINK WORLDWIDE INCORPORATED
----------------------------------
(Name of Issuer)
Item 1(a)
----------
Name of Issuer: Medialink Worldwide Incorporated
Item 1(b)
----------
Address of Issuer's Principal Executive Offices: 708 Third Avenue, New York, New
York 10017.
Item 2(a)
----------
Name of Person Filing: Laurence Moskowitz
Item 2(b)
----------
Address of Principal Business Office or, if none, Residence: 708 Third Avenue,
New York, New York 10017.
Item 2(c)
----------
Citizenship: United States
Item 2(d)
----------
Title of Class of Securities: Common Stock
<PAGE>
USIP NO. 58445P105 13G Page 4 of 7 Pages
Item 2(e)
----------
CUSIP Number: 58445P105
Item 3
----------
If this statement is filed pursuant to SS240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investent Company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with SS240.13d-1(b)(1)
(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance
with SS240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance
with SS240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
Not applicable.
Item 4
----------
Ownership:
<PAGE>
CUSIP NO. 58445P105 13G Page 5 of 7 Pages
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
433,954
(b) Percent of Class:
8.0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 433,954
(ii) Shared power to vote or to direct the vote -0-
(iii) Sole power to dispose or to direct the disposition of
433,954
(iv) Shared power to dispose or to direct the disposition of -0-
Item 5
----------
Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ ].
Not applicable.
Item 6
----------
Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7
----------
Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not applicable.
<PAGE>
CUSIP NO. 58445P105 13G Page 6 of 7 Pages
Item 8
----------
Identification and Classification of Members of the Group.
Not applicable.
Item 9
----------
Notice of Dissolution of Group.
Not applicable.
Item 10
----------
Certification.
Not applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: February 1, 1999
/s/Laurence Moskowitz
---------------------
Laurence Moskowitz
