SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
EQUITY MARKETING, INC.
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(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
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(Title of Class of Securities)
294724 10 9
(CUSIP NUMBER)
* 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 the disclosures provided in a prior
coverage page.
The information required in 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 1 of 6 Pages
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<TABLE>
<S> <C> <C>
CUSIP No. 294724 10 9 13G Page 2 of 6 Pages
</TABLE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen P. Robeck**
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
NUMBER OF 1,358,750 shares**
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
7 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 1,358,750 shares**
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,358,750 shares**
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.7%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
** Stephen Robeck transferred record ownership of 1,353,750 shares
to the Robeck 1997 Trust. Mr. Robeck and his wife are co-
trustees of the Robeck 1997 Trust and have sole voting power
and disposition power over such shares.
Page 2 of 6 Pages
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ITEM 1. (A) NAME OF ISSUER.
Equity Marketing, Inc.
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
131 South Rodeo Drive
Beverly Hills, California 90212
ITEM 2. (A) NAME OF PERSON FILING.
Stephen P. Robeck
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE.
Principal Business Office:
131 South Rodeo Drive
Beverly Hills, California 90212
(C) CITIZENSHIP.
United States of America
(D) TITLE OF CLASS OF SECURITIES.
Common Stock, par value $0.001 per share
(E) CUSIP NUMBER.
294724 10 9
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B),
OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
Page 3 of 6 Pages
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ITEM 4. OWNERSHIP.
(A) AMOUNT BENEFICIALLY OWNED.
1,358,750*
(B) PERCENT OF CLASS.
22.7%
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE.
1,358,750*
(II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE.
None
(III) SOLE POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF.
1,358,750*
(IV) SHARE POWER TO DISPOSE OR TO DIRECT
THE DISPOSITION OF:
None
* Stephen Robeck transferred record ownership of 1,353,750 shares
to the Robeck 1997 Trust. Mr. Robeck and his wife are co-trustees of the
Robeck 1997 Trust and have sole voting power and disposition power over
such shares.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable
Page 4 of 6 Pages
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ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
In 1997, Stephen Robeck transferred record ownership of
1,353,750 of the shares reported herein to the Robeck 1997 Trust. Mr.
Robeck and his wife are co-trustees of the Robeck 1997 Trust and have sole
voting power and disposition power over such shares.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
ITEM 10. CERTIFICATION.
Not Applicable
Page 5 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is
true, complete and correct.
February 13, 1998
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(Date)
/S/ Stephen P. Robeck
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(Signature)
Stephen P. Robeck
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(Name/Title)
Page 6 of 6 Pages
