LIVE ENTERTAINMENT INC
DEFA14A, 1996-03-28
MOTION PICTURE & VIDEO TAPE DISTRIBUTION
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LIVE Entertainment Inc.

                                                  April 2, 1996





Dear Stockholder:

    You are cordially invited to attend the Annual Meeting of
holders of Common Stock, Series B Cumulative Convertible
Preferred Stock and Series C Convertible Preferred Stock of LIVE
Entertainment Inc. (the "Company") to be held at The Peninsula
Beverly Hills, 9882 Little Santa Monica Boulevard, Beverly Hills,
California 90212, on Thursday, May 2, 1996, at 10:00 a.m.

     At this meeting, Common Stockholders and Series C
Convertible Preferred Stockholders are being asked to elect four
Directors to the Company's Board of Directors; to approve an
amendment to the Company's 1988 Stock Option and Stock
Appreciation Rights Plan to increase the number of shares of the
Company's Common Stock for which options may be granted; and to
ratify management's appointment of independent auditors for 1996. 
Series B Cumulative Convertible Preferred Stockholders are being
asked to elect four Directors to the Company's Board of
Directors.  Please give your attention to the Proxy Statement
appearing on the following pages, which describes these matters
in detail.

     It is important that your shares be represented at the
Annual Meeting whether or not you are personally able to attend.
YOU ARE THEREFORE URGED TO COMPLETE, SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE AS PROMPTLY AS
POSSIBLE.

     Thank you for your cooperation.                              
      

                         Sincerely,




                         ROGER A. BURLAGE
                         President and Chief Executive Officer



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