US SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 3 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person*
Russel Leventhal
21621 Nordhoff Street
Chatsworth, California 91311
2. Date of Event Requiring Statement (Month/Day/Year)
9/28/98
3. IRS Identification Number of Reporting Person, if an Entity
(Voluntary)
4. Issuer Name and Ticker or Trading Symbol
Princeton Media Group, Inc. (PMGIF)
5. Relationship of Reporting Person to Issuer (Check all applicable)
[ ] Director [x] 10% Owner
[ ] Officer (give [ ] Other (specify title below)
title below)
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check applicable line)
[x] Form filed by One Reporting Person
[ ] Form filed by more than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
<TABLE>
<CAPTION>
1. Title of Security 2. Amount of Securities 3. Ownership Form: 4. Nature of Indirect Beneficial Ownership
(Instr. 4) Beneficially Owned Direct (D) or (Instr. 4)
(Instr. 4) Indirect (i)
(Instr. 5)
<S> <C> <C> <C>
Common 538,000 D N/A
Common 31,000 I Shares owned by The Allstate Communications, Inc.
Profit Sharing Plan, of which the Reporting Person is
co-trustee.
Common 25,000 I Shares owned by Allstate Communications, Inc., a
California corporation, of which the Reporting Person
is a controlling shareholder.
</TABLE>
* If the Form is filed by more than one Reporting Person, see Instruction
5(b)(v).
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
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<PAGE>
FORM 3 (continued)
<TABLE>
<CAPTION>
Table II - Derivative Securities Beneficially Owned
e.g., puts, calls, warrants, options, convertible securities)
<C> <C> <C> <C> <C> <C>
1. Title of 2. Date Exercisable 3. Title and Amount of 4. Conversion or 5. Ownership Form 6. Nature of
Derivative and Expiration Securities Underlying Exercise Price of Derivative Indirect
Security Date (Month/Day/Year) Derivative Security of Derivative Security: Direct Beneficial
(Instr. 4) (Instr. 4) Security (D) or Indirect (I) Ownership
Date Expiration Title Amount or (Instr. 5) (Instr. 5)
Exercisable Date Number of
Shares
</TABLE>
Explanation of Responses:
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
/s/ Russel Leventhal 10/8/98
---------------------------- -----------
**Signature of Reporting Person Date
Note. File three copies of this form, one of which must be manually signed.
If space provided is insufficient, See Instruction 6 for procedure.
(Print or Type Responses)
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