<PAGE> OMB Number 3235-0104
Expires: September 30, 1998
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hours per response 0.5
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 3
INITIAL STATEMENT OF 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
Gruber & McBaine Capital Management, LLC, San Francisco, CA 94133
(Last), (First) (Middle), (Street), (City) (State)
(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
7/31/99____________
3. IRS or Social Security Number of Reporting Person (Voluntary)
________
4. Issuer Name and Ticker or Trading Symbol Kushner Locke Company
(KLOC)
5. Relationship of reporting person to issuer
(Check all applicable)
____ Director __X__ 10% Owner
____ Officer (give ____ Other (specify
title below) 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
<PAGE>
FORM 3 (continued) Page _2_ of _3_ Pages
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security _____Common
Stock___________________________________
2. Amount of Securities Beneficially Owned (Instr. 4)
____1,116,750_______
3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)
_____I_________
4. Nature of Indirect Beneficial Ownership (Instr. 5) As general
partner of investment partnerships and investment adviser to client
accounts. (1)
__________________________________________________________________________
_
Reminder: Report on a separate line for each class of
securities beneficially owned directly or indirectly. (Over)
* If the form is filed by more than one reporting person,
see Instruction 5(b)(v). SEC 1473 (7-
96)
<PAGE>
FORM 3 (continued) Page _3_ of _3_ Pages
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
___________________________________________
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable Expiration Date
____________________ ________________________
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
Title ________________________ Amount or Number of Shares
__________
4. Conversion or Exercise Price of Derivative Security
_______________
5. Ownership Form of Derivative Security:
Direct (D) or Indirect (I) (Instr. 5)
____________________
6. Nature of Indirect Beneficial Ownership (Instr. 5)
_____________________________________________________________________
_
__________________________________________________________________________
_
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.
J. Patterson McBaine, manager, 11/8/99
**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 provided 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.
CSR\2217\006\1072079.01 11/5/1999 2:41
