CREATIVE PROGRAMMING & TECHNOLOGY VENTURES INC
SC 13G, 1996-06-21
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G


                  Under the Securities and Exchange Act of 1934
                               (Amendment No. 1 )


               Creative Programming and Technology Ventures, Inc.
               --------------------------------------------------
                                (Name of Issuer)


                          Common Stock, $.01 Par Value
                         ------------------------------
                         (Title of Class of Securities)


                                    22528Q109
                                  -------------
                                 (CUSIP Number)


Check the following box if a fee is being paid with this  statement  |_|. (A fee
is not required only if the filing person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7).

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 cover 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>


CUSIP No.  22528Q109                                                Page 2 of 5

1.       Name of Reporting Person

                  Gary Magness

         SSN or EIN of Above Person

                  ###-##-####

2.       Check the Appropriate Box if a member of a Group

                  N/A

3.       SEC Use Only

4.       Citizenship of Place of Organization

                  United States of America

5.       Sole Voting Power

                  -0-

6.       Shared Voting Power

                  521,000

7.       Sole Dispositive Power

                  521,000

8.       Shared Dispositive Power

                  -0-

9.       Aggregate Amount Beneficially Owned by Each Reporting Person

                  521,000

10.      Check box if the Aggregate Amount in Row (9) Excludes Certain
         Shares

11.      Percent of Class Represented by Amount in Row 9

                  15.0%

12.      Type of Reporting Person

                  IN




<PAGE>


CUSIP No.  22528Q109                                                Page 3 of 5

Item 1.

         (a)      Name of Issuer:

                  Creative Programming and Technology Ventures, Inc.

         (b)      Address of Issuer's Principal Executive Offices:

                  7900 East Union Avenue
                  Suite 1100
                  Denver, Colorado  80237

Item 2.

         (a)      Name of Person Filing:                      Gary Magness

         (b)      Address of Principal Business Office or, if none,
                  Residence:

                  4643 South Ulster Street
                  Suite 1520
                  Denver, Colorado  80237

         (c)      Citizenship:  USA

         (d)      Title of Class of Securities:

                  Common Stock, $.01 par value

         (e)      CUSIP Number:

                  22528Q109

Item 3.  This statement is not filed pursuant to Rule 13d-1(b) or
         13d-2(b).  N/A

Item 4.  Ownership

         If the  percent  of the  class  owned,  as of  December  31 of the year
covered by the statement,  or as of the last day of any month  described in Rule
13d-1(b)(2),  if  applicable,   exceeds  five  percent,  provide  the  following
information  as of that date and identify those shares which there is a right to
acquire.



<PAGE>


CUSIP No.  22528Q109                                                Page 4 of 5

         (a)      Amount Beneficially Owned:

                  The Reporting Person reports  beneficial  ownership of 520,700
shares of the Company's common stock, including:

         (i) 265,500 shares of common stock as to which the Reporting Person has
         granted a proxy. See Item 6, below.

         (ii) 255,500  shares of Series A Convertible  Preferred  Stock which is
         entitled  to vote on a  share-for-share  basis  with the  common  stock
         ("Series  A  Convertible   Preferred   Stock"),   and  is   immediately
         convertible  into common stock upon payment of a conversion  premium of
         $5.40 per share.

         (b)      Percent of Class:

                  15.0%

         (c)      Number of shares as to which such person has:

                  (i)   sole power to vote or to direct the vote:


         The  Reporting  Person has the sole power to vote or direct the vote of
no shares,  because the Reporting Person has granted an irrevocable  proxy to do
so to Gary R. Vickers.

                 (ii)   shared power to vote or to direct the vote:

                        -0-

                (iii)   sole power to dispose or to direct the disposition of:

         The  Reporting  Person  has the sole  power to dispose or to direct the
disposition of 521,000 shares, including:

         (i) 255,500  shares of Series A  Convertible  Preferred  Stock which is
         immediately  convertible into common stock upon payment of a conversion
         premium of $5.40 per shares.

         (ii) 265,500 shares of common stock.

                 (iv)   shared power to dispose or to direct the disposition of:

                                   n/a




<PAGE>


CUSIP No.  22528Q109                                                Page 5 of 5


Item 5.  Ownership of Five Percent or Less of a Class  N/A

Item 6.  Ownership of More than Five Percent on Behalf of Another
         Person

         In  May  1996,  The  Reporting   Person,   Gary  Magness  appointed  by
irrevocable  proxy,  Gary R. Vickers his proxy to cast all votes  represented by
255,500  shares of Series A Convertible  Preferred  Stock and 265,500  shares of
Common Stock.  Consideration  of $500 and other good and valuable  consideration
was paid to Mr. Magness on May 28, 1996.
        
         The proxy described in the preceding  paragraph expires by its terms on
September 1, 1996.

Item 7.  Identification and Classification of the Subsidiary Which
         Acquired the Security Being Reported on By the Parent
         Holding Company    N/A


Item 8.  Identification and Classification of Members of the Group
                  N/A

Item 9.  Notice of Dissolution of Group   N/A

Item 10. Certificate  N/A



                                   SIGNATURES

         After  reasonable  inquiry and to the best of our knowledge and belief,
we certify that the  information  set forth in this statement is true,  complete
and correct.

June 19, 1996                                   /s/  GARY MAGNESS
- ---------------------------                     -------------------------------
Date                                            Gary Magness




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