<PAGE> OMB Number 3235-0287
Expires: September 30, 1998
Estimated average burden
hours per response 0.5
FORM 4
/ / Check this box if no longer
subject to Section 16. Form 4 or
Form 5 obligations may continue.
See Instruction 1(b).
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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
(Print or Type Responses)
1. Name and Address of Reporting Person
Lloyd-Butler, Thomas O., 50 Osgood Place, San Francisco, CA, 94133
(Last) (First) (Middle), (Street), (City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol Kushner Locke Company (KLOC)
3. IRS or Social Security Number of Reporting Person (Voluntary) ________
4. Statement for Month/Year 9/99______
5. If Amendment, Date of Original (Month/Year) ___________
6. Relationship of reporting person to issuer
(Check all applicable)
____ Director __X_ 10% Owner
____ Officer (give ____ Other (specify
title below) below)
______________________
7. Individual or Joint/Group Filing (Check Applicable line)
_X_ Form filed by one Reporting Person
____ Form filed by More than One Reporting Person
SEC 1474 (7-96)
<PAGE>
FORM 4 (continued) Page _2_ of _3_ Pages
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3) _____Common Stock_______________________
2. Transaction Date (Month/Day/Year) 9/3/99_________
3. Transaction Code (Instr. 8)
Code _____P______ V _____________
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Amount 4,500__ (A) or (D) ___A___ Price 4.50_________
5. Amount of Securities Beneficially Owned at End of Month
(Inst. 3 and 4) 1,348,750___________
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) _______I_______
7. Nature of Indirect Beneficial Ownership (Inst. 4)
As member and portfolio manager of limited liability company that
is a general partner of investment partnerships and an investment
adviser for client accounts. (1)
1. Title of Security (Instr. 3) _____Common Stock_______________________
2. Transaction Date (Month/Day/Year) 9/8/99_________
3. Transaction Code (Instr. 8)
Code _____P______ V _____________
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Amount __20,000_ (A) or (D) ___A___ Price 4.31___________
5. Amount of Securities Beneficially Owned at End of Month
(Inst. 3 and 4) 1,348,750_____________________
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) ______I________
7. Nature of Indirect Beneficial Ownership (Inst. 4)
As member and portfolio manager of limited liability company that
is a general partner of investment partnerships and an investment
adviser for client accounts. (1)
Reminder: Report on a separate line for each class of
securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person,
see Instruction 4(b)(v). SEC 1474 (7-96)
<PAGE>
FORM 4 (continued) Page _3 of _3 Pages
Table II - Derivative Securities Acquired, Disposed of, or Beneficially
Owned (e.g., puts, calls, warrants, options, convertible
securities)
1. Title of Derivative Security (Instr. 3) ______________________________
2. Conversion or Exercise Price of Derivative Security _________________
3. Transaction Date (Month/Day/Year) ______________
4. Transaction Code (Instr. 8)
Code ______ V ______
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) (A) _____________ (D) ______________
6. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable Expiration Date
____________________ ________________________
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
Title __________________________ Amount or Number of Shares ________
8. Price of Derivative Security (Instr. 5) _______________
9. Number of derivative Securities Beneficially Owned at End of Month
(Instr. 4) _______________
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) __________________
11. Nature of Indirect Beneficial Ownership (Inst. 4)
_____________________________________________________________________
___________________________________________________________________________
Explanation of Responses: (1) The reporting person has only a pro rata
interest in the securities with respect to which indirect beneficial
ownership is reported and disclaims beneficial ownership of such securities
except to the extent of the reporting person's pecuniary interest.
Thomas O. Lloyd-Butler 11/9/99
**Signature of Reporting Person Date
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB Number. SEC 1474 (7-96)
CSR\2217\006\1072011.01
