UNAPIX ENTERTAINMENT INC
424B3, 1996-06-11
MOTION PICTURE & VIDEO TAPE DISTRIBUTION
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                                        Registration No. 33-80019
                                        Filed under Rule 424(c)



                           UNAPIX ENTERTAINMENT, INC.

                       SUPPLEMENT NO. 1 DATED MAY 15, 1996
                      TO PROSPECTUS DATED FEBRUARY 16, 1996



In April 1996 the Company declared a 5% stock dividend on its outstanding shares
of common stock, $.01 par value per share ("Common Stock").  The record date for
the dividend was Monday, April 22, 1996 (the "Record Date"), and the payment
date was Monday, May 6, 1996.  Accordingly, all figures relating to shares of
Common Stock included in the accompanying prospectus (the "Prospectus") should
be interpreted to be 5% greater than reflected therein.  As a result, the
Prospectus relates to the offering of 897,992 shares of Common Stock and the
number of shares offered and owned (both before and after the offering) by each
Selling Security Holder has been increased by 5% from that set forth in the
Prospectus.  The percentage of shares of Common Stock beneficially owned by each
Selling Security Holder after the offering remains unchanged from the figures
set forth in the Prospectus as a result of the dividend.  

Terms used herein and not otherwise defined shall have the meaning ascribed
thereto in the Prospectus.












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