SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Odyssey Pictures Corporation
__________________________________________________________________________
(Name of Issuer)
Common Stock
__________________________________________________________________________
(Title of Class of Securities)
676121 10 6
__________________________________________________________________________
(CUSIP Number)
Howard J. Kerker, P.C.
600 Madison Avenue, 25th Floor
New York, New York 10022
212-758-0700
__________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 28, 1995
__________________________________________________________________________
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ]
Note. Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of
the Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP NO. 676121 10 6
1) Name of Reporting Persons/S.S. or I.R.S. Identification
Nos. of Above Persons.
Lawrence I. Schneider
__________________________________________________________________________
2) Check the Appropriate Row if a Member of a Group:
a) [ ]
b) [ ]
__________________________________________________________________________
3) SEC Use Only
__________________________________________________________________________
4) Source of Funds
OO
__________________________________________________________________________
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) [ ]
__________________________________________________________________________
6) Citizenship or Place of Organization
United States Citizen
__________________________________________________________________________
Number of 7) Sole Voting Power
Shares 563,434
Beneficially _________________________________________________
Owned by 8) Shared Voting Power
Each -0-
Reporting Person _________________________________________________
With 9) Sole Dispositive Power
563,434
_________________________________________________
10) Shared Dispositive Power
-0-
__________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Reporting Person
563,434
__________________________________________________________________________
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
__________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11)
11.8%
__________________________________________________________________________
14) Type of Reporting Person
IN
__________________________________________________________________________
<PAGE>
Item 1. Security and Issuer.
Common Stock, par value $.01 per share, of Odyssey Pictures
Corporation, 1875 Century Park East, Suite 2130, Los Angeles, California
90067.
Item 2. Identity and Background.
(a) Lawrence I. Schneider
(b) 450 Park Avenue, New York, New York 10022
(c) Investment banking, Global Capital Resources,
Inc., 450 Park Avenue, New York, New York 10022
(d) Not applicable
(e) Not applicable
(f) Unites States citizen
Item 3. Source and Amount of Funds or Other Consideration.
No funds were used by the reporting person. The acquisition of
beneficial ownership in the shares reflected in this report were either
as a result of (i) stock options issued by the Board of Directors of the
company in consideration of either services rendered to the company or
for loans made to the company, or (ii) the conversion of deferred
compensation notes into common stock of the company.
Item 4. Purpose of Transaction.
See response to Item 3 above.
Item 5. Interest in Securities of the Issuer.
(a) 563,434 shares beneficially owned (including presently
exercisable options to purchase 433,333 shares of common stock),
representing 11.8% of class.
(b) Reporting person has the sole power to vote and dispose of the
shares referred to in (a); no other person shares voting or dispositive
power with respect to such shares.
(c) The most recently filed 13D by the reporting person reflected
beneficial ownership of 203,500 shares of common stock; however, this
amount was reported in error --the actual number of shares beneficially
owned by the reporting person at that time was 166,500 shares (or 27,750
shares after giving effect to the company's reverse one-for-six stock
split in March, 1996). Since
<PAGE>
that time, the reporting person (and his affiliates) have been granted a
total of 433,333 options to purchase common stock of the company for the
reasons stated in Item 3 above, and the reporting person has converted
deferred compensation notes into 128,667 additional shares of common
stock (of which 26,316 shares have been transferred to a third party).
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Not Applicable
Item 7. Material to be Filed as Exhibits.
Not Applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this
statement is true, complete and correct.
July 28, 1997
____________________________________
(Date)
/s/ Lawrence I. Schneider
____________________________________
(Signature)
Lawrence I. Schneider
____________________________________
(Name and Title)
