OMNI MULTIMEDIA GROUP INC
SC 13G/A, 1997-02-14
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2)*
                                     ------

                           OMNI MultiMedia Group, Inc.
                    ----------------------------------------
                                (Name of Issuer)

                          Common Stock, $.01 par value
                    ----------------------------------------
                         (Title of Class of Securities)

                                   68211 K 115
                    ----------------------------------------
                                 (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 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).









CUSIP No. 68211 K 115                13G                       Page 2 of 6 Pages

- --------------------------------------------------------------------------------
 (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above 
     Persons

         Richard A. Pilotte
- --------------------------------------------------------------------------------
 (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
- - ------------------------------------------------------------------------------

                           (5) Sole Voting Power: 437,898 shares(which  includes
Number                     137,890  shares of Shares of Common Stock  underlying
                           stock options which are exercisable within 60 days of
                           the date hereof).

Beneficially               -----------------------------------------------------
                           (6) Shared Voting Power
Owned by                             -0-
                           -----------------------------------------------------
Each Reporting             (7) Sole  Dispositive  Power:  437,898  shares (which
                           includes  137,890  shares of Common Stock  underlying
                           stock options which are exercisable within 60 days of
Person With                the date hereof). 
                           -----------------------------------------------------
                           (8) Shared Dispositive Power
                                     -0-
- --------------------------------------------------------------------------------
(9) Aggregate Amount  Beneficially Owned by Each Reporting Person 437,898 shares
(which includes  137,890 shares of Common Stock  underlying  stock options which
are exercisable within 60 days of the date hereof).
 -------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
- --------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
          5.6%
- --------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions)
                                                               IN
- --------------------------------------------------------------------------------








                                                               Page 3 of 6 Pages


Item 1(a).        NAME OF ISSUER:

                  OMNI MultiMedia Group, Inc.

Item 1(b).        ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                  50 Howe Avenue, Millbury, Massachusetts 01527

Item 2(a).        NAME OF PERSON FILING:

                  Richard A. Pilotte

Item 2(b).        ADDRESS OF PRINCIPAL BUSINESS OFFICE:

                  50 Howe Avenue, Millbury, Massachusetts 01527

Item 2(c).        CITIZENSHIP:

                  United States

Item 2(d).        TITLE OF CLASS OF SECURITIES:

                  Common Stock, $.01 par value

Item 2(e).        CUSIP NUMBER:

                  68211 K 115

Item              3. IF THIS STATEMENT IS FILED PURSUANT TO RULES  13d-1(b),  OR
                  13d-2(b), CHECK WHETHER THE PERSON FILING IS A:

                  (a).[ ]Broker or Dealer registered under section 15 of the Act

                  (b).[ ]Bank as defined in section 3(a) (6) of the Act

                  (c).[ ]Insurance  Company as defined in section  3(a) (19) of
                          the Act

                  (d).[ ]Investment  Company  registered under section 8 of the
                          Investment Company Act

                  (e) [ ]Investment  Adviser registered under section 203 of the
                          Investment Advisers Act of 1940







                                                               Page 4 of 6 Pages

                  (f) [ ]Employee Benefit Plan, Pension Fund which is subject to
                          the provisions of the Employee Retirement Income 
                          Security Act of 1974 or Endowment Fund

                  (g) [ ]Parent Holding Company,in accordance with ss.240.13d-1
                          (b) (ii) (G)

                  (h) [ ]Group, in accordance with ss.240.13d-1 (b) (1) (ii) (H)

Item 4.           OWNERSHIP.

                  (a)      AMOUNT BENEFICIALLY OWNED:

                           437,898  shares  of  Common  Stock,   which  includes
                           137,890  shares  of  Common  Stock  underlying  stock
                           options  that are  exercisable  within 60 days of the
                           date hereof.

                  (b)      PERCENT OF CLASS:

                           5.6%

                  (c)      NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

                           (i)      Sole  power to vote or to  direct  the vote:
                                    437,898   shares  of  Common   Stock   which
                                    includes  137,890  shares  of  Common  Stock
                                    underlying    stock    options    that   are
                                    exercisable  within  60  days  of  the  date
                                    hereof.

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

                                    -0- shares

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

                                    437,898   shares  of  Common   Stock   which
                                    includes  137,890  shares  of  Common  Stock
                                    underlying    stock    options    that   are
                                    exercisable  within  60  days  of  the  date
                                    hereof.

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

                                    -0- shares






                                                               Page 5 of 6 Pages

Item 5.       OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

                  Not applicable.

        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. [ ]

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.

Item 8.           IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
                  GROUP.

                  Not applicable.

Item 9.           NOTICE OF DISSOLUTION OF GROUP.

                  Not applicable.

Item 10.          CERTIFICATION.

                  By signing  below I certify  that, to the best of my knowledge
                  and belief, the securities  referred to above were acquired in
                  the ordinary  course of business and were not acquired for the
                  purpose  of  and  do  not  have  the  effect  of  changing  or
                  influencing  control of the issuer of such securities and were
                  not acquired in  connection  with or as a  participant  in any
                  transaction having such purposes or effect.







                                                               Page 6 of 6 Pages


                                    SIGNATURE

        After  reasonable  inquiry and to the best of its or his  knowledge  and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.


                                           February   14, 1997
                                ------------------------------------------------
                                                   (Date)

                                             /s/ Richard A. Pilotte
                                ------------------------------------------------
                                                 (Signature)


                                Richard A. Pilotte, Vice President of Operations
                                ------------------------------------------------
                                                  (Name and Title)








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