UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
ASCENT ENTERTAINMENT GROUP, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
043628106
(CUSIP Number)
Alan M. Stark
80 Main Street
West Orange, New Jersey 07052
(973)325-8660
(Name Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 16, 1998
(Date of Event which Requires Filing of this Statement)
If this 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. 043628106
_______________________________________________________________
1) Names of Reporting Person S.S. or I.R.S.
Identification No. of Above Person
LEON G. COOPERMAN
S.S. No. ###-##-####
________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
________________________________________________________________
3) SEC Use Only
________________________________________________________________
4) Source of Funds:
WC
________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e). . . . . . . . . . . .
NOT APPLICABLE
________________________________________________________________
6) Citizenship or place of Organization:
UNITED STATES
________________________________________________________________
(7) Sole voting Power
Number of 1,440,393
Shares Bene-
ficially (8) Shared Voting Power
owned by 393,387
Each Report-
ing Person (9) Sole Dispositive Power
With 1,440,393
(10) Shared Dispositive Power
393,387
________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,833,780
________________________________________________________________
12) Check if the Aggregate Amount in Row (11)
N/A
________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
6.2%
________________________________________________________________
14) Type of Reporting Person
I N
Item 3. Source and Amount of Funds or Other Consideration.
Cooperman beneficially owns 1,833,780 Shares. Of this
amount, 501,618 Shares were purchased by Omega Capital Partners,
L.P., at a cost of $5,056,092; 44,976 Shares were purchased by
Omega Institutional Partners, L.P., at a cost of $456,244;
49,560 Shares were purchased by Omega Capital Investors, L.P.,
at a cost of $492,309; 844,239 Shares were purchased by Omega
Overseas Partners, Ltd., at a cost of $8,568,021 ; and 393,387
Shares were purchased by the Managed Account, at a cost of
$3,977,608. The source of funds for the purchase of all such
Shares was investment capital.
Item 5. Interest in Securities of the Issuer.
Based upon the information contained in the Company's
Form 10-K for the year ended December 31, 1998, there were
outstanding on March 3, 1998, 29,755,600 Shares of Common Stock.
Omega Capital Partners, L.P., owns 501,618 Shares, or 1.7% of
those outstanding; Omega Institutional Partners, L.P., owns
44,976 Shares, or 0.2% of those outstanding; Omega Capital
Investors, L.P., owns 49,560 Shares, or 0.2% of those
outstanding; Omega Overseas Partners, Ltd., owns 844,239 Shares,
or 2.8% of those outstanding; and the Managed Account owns
393,387 Shares, or 1.3 of those outstanding.<PAGE>
The following details the transactions by each of the
above entities in shares of Common Stock since the date of the
last Schedule 13D filing on April 16, 1998. All such
transactions were open market purchase transactions.
Omega Capital Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
04/16/98 67,700 $10.63
Omega Institutional Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
04/16/98 7,200 $10.63
Omega Capital Investors, L.P.
Date of Amount of Price Per
Transaction Shares Share
04/16/98 9,800 $10.63
Omega Overseas Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
04/16/98 168,900 $10.63
The Managed Account
Date of Amount of Price Per
Transaction Shares Share
04/16/98 83,400 $10.63
Item 7. Material to be Filed as Exhibits.
There is no material to be filed as Exhibits.<PAGE>
Signature
After reasonable inquiry and to the best of the under-
signed's knowledge and belief, the undersigned hereby certifies
that the information set forth in this statement is true,
complete and correct.
Dated: April 17, 1998
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, pursuant to Power of
Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Capital Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Institutional Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Capital Investors, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as President of Omega
Advisors, Inc., pursuant to Power
of Attorney on file.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
