WESTCOTT COMMUNICATIONS INC
10-K/A, 1995-04-11
CABLE & OTHER PAY TELEVISION SERVICES
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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549


                                FORM 10-K/A

                               Annual Report

             Pursuant to Section 13 or 15(d) of the Securities
                           Exchange Act of 1934



             Date of Report (date of earliest event reported):
                             December 31, 1994


                       WESTCOTT COMMUNICATIONS, INC.            
          (Exact name of registrant as specified in its charter)


      Texas                    0-18194                75-2110878    
 (State or other         (Commission File No.)      (IRS Employer   
  jurisdiction                                    Identification No.)
of incorporation)


                              1303 Marsh Lane
                         Carrollton, Texas  75006              
           (Address of principal executive offices)  (zip code)


                               (214) 417-4100                  
           (Registrant's telephone number, including area code)
<PAGE>


Item 14(a). Exhibits, Financial Statement Schedules,
 and Reports on Form 8-K

<PAGE>
                                SIGNATURE
                                    
                                    
     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
                                    
Date:  April 11, 1995

                                WESTCOTT COMMUNICATIONS, INC.


                                By: /s/ Phyllis Farragut     
                                   Phyllis Farragut, 
                                   Executive Vice President
                                   and Chief Financial Officer
<PAGE>
                             INDEX TO EXHIBITS


                                                               Sequentially
                                                               Numbered
                                                               Page
Item 14 (a).  Exhibits, Financial Statement                    
Schedules,and Reports on Form 8-K                              4


11. Computation of Earnings Per Share


<TABLE>
                       WESTCOTT COMMUNICATIONS, INC.
<CAPTION>
                     COMPUTATION OF EARNINGS PER SHARE         
               Years ended December 31, 1992, 1993 and 1994


                                        1992       1993       1994  
<S>                                     <C>        <C>        <C>
EARNINGS PER SHARE:
Net income available to
 common shareholders . . . . . .   $4,281,013  $8,836,598  $11,837,011
                                   __________  __________  ___________
                                   __________  __________  ___________
Weighted average Common
 and Common equivalent
 shares outstanding<F1>. . . . .   17,158,828  18,901,897  19,379,439
                                   __________  __________  __________
                                   __________  __________  __________
Earnings per share . . . . . . .          .25         .47         .61
                                   __________  __________  __________
                                   __________  __________  __________
EARNINGS PER COMMON AND
 COMMON EQUIVALENT SHARE:
Weighted average
 shares outstanding. . . . . . .   16,782,212  18,344,003  19,379,439
  Net shares to be issued upon
   exercise of dilutive stock
   options after applying
   treasury stock method . . . .      376,616     557,894     399,917
                                   __________  __________  __________
  Weighted average Common
  and Common equivalent shares .   17,158,828  18,901,897  19,779,356
                                   __________  __________  __________
                                   __________  __________  __________
Earnings per common and 
 Common equivalent shares. . . .          .25         .47         .60
                                   __________  __________  __________
                                   __________  __________  __________

EARNGINS PER COMMON SHARE
 ASSUMING FULL DILUTION:
Weighted average
 shares outstanding. . . . . . .   16,782,212  18,344,003  19,379,439
  Net shares to be issued upon
   exercise of dilutive stock
   options after applying
   treasury stock method . . . .      505,588     593,430     410,757
                                   __________  __________  __________
  Weighted average Common
  and Common equivalent shares .   17,287,800  18,937,433  19,790,196
                                   __________  __________  __________
                                   __________  __________  __________
Earnings per Common
 and Common equivalent shares. .          .25         .47         .60
                                   __________  __________  __________
                                   __________  __________  __________

<F1> For 1994, the calculation of earnings per share was based
upon weighted average common shares outstanding due to the fact
that both primary and full-diluted earnings per share were more
than 97% of earnings per common share outstanding.  For all other
periods presented, the calculation was based upon weighted
average common and common equivalent shares outstanding.
</TABLE>


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