UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
7TH LEVEL, INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
817916 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 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).
(Continued on following pages)
Page 1 of 5 Pages
<PAGE>
CUSIP No. 817916 10 9 Schedule 13G Page 2 of 5 Pages
1 NAME OF REPORTING PERSON George D. Grayson
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
NUMBER OF
SHARES 5 SOLE VOTING POWER 73,007
BENEFICIALLY
6 SHARED VOTING POWER 0
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 73,007
REPORTING
8 SHARED DISPOSITIVE POWER 0
PERSON WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,007
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 817916 10 9 Schedule 13G Page 3 of 5 Pages
Item 1.
(a) Name of Issuer:
--------------
7th Level, Inc.
(b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
1110 E. Collins Blvd.
Richardson, Texas 75081
Item 2.
(a) Name of Person Filing:
---------------------
George D. Grayson
(b) Address of Principal Business Office or, if none, Residence:
-----------------------------------------------------------
2801 Dublin Road
Parker, Texas 75002
(c) Citizenship:
-----------
United States
(d) Title of Class of Securities:
----------------------------
Common Stock, $.01 par value
(e) CUSIP No.:
---------
817916 10 9
Item 3. Not Applicable.
Item 4. Ownership.
---------
The following information relates to the reporting person's ownership
of Common Stock, $.01 par value, of the issuer as of December 31, 1997.
<PAGE>
CUSIP No. 817916 10 9 Schedule 13G Page 4 of 5 Pages
(a) Amount Beneficially Owned:
-------------------------
73,007
(b) Percent of Class:
----------------
0.5%
(c) Number of Shares as to Which Such Person Has:
--------------------------------------------
(i) Sole power to vote or to direct the vote:
73,007
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the
disposition of:
73,007
(iv) shared power to dispose or to direct the
disposition of;
0
Item 5. Ownership of Five Percent or Less of a Class.
--------------------------------------------
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased
to be the beneficial owner of more than five percent of the
class of securities, check the following [X].
Item 6. Ownership of More than Five Percent on Behalf of Another
--------------------------------------------------------------
Person.
------
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
--------------------------------------------------------------
Acquired the Security Being Reported on by the Parent Holding
--------------------------------------------------------------
Company.
-------
Not Applicable.
<PAGE>
CUSIP No. 817916 10 9 Schedule 13G Page 5 of 5 Pages
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.
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.
Date: February 23, 1998
GEORGE D. GRAYSON
By: /s/ George D. Grayson
-------------------------
Name: George D. Grayson
