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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-C
REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
INTERDEALER QUOTATION SYSTEMS
Filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
and Rule 13a-17 or 15d-17 thereunder
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SANCTUARY WOODS MULTIMEDIA CORPORATION
1825 South Grant Street, Suite 410, San Mateo, CA 94402
Issuer's telephone number, including area code:
(415) 286-6000
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I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of 5% or
more in the number of shares outstanding:
1. Title of security: Common Stock
2. Number of shares outstanding before the change
22,158,580
3. Number of shares outstanding after the change
26,658,580
4. Effective date of change: June 7, 1996
5. Method of change: Conversion of debt to common
shares, and conversion of warrants to common shares
Give brief description of transaction: Convertible debt-
holders converted shares to equity. Certain convertible
debtholders holding warrants exercised warrants to purchase
common shares.
II. CHANGE IN NAME OF ISSUER
Not applicable
Date: June 17, 1996 /S/ Jeremy R. Salesin
Jeremy R. Salesin
Vice President and Secretary
