SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-C

          REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ INTER-DEALER
          QUOTATION SYSTEM FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 AND RULES 13a-17 AND 15d-17 THEREUNDER

                           ALL-COMM MEDIA CORPORATION
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                 (Exact Name of Issuer as Specified in Charter)

         400 Corporate Pointe, Suite 780, Culver City, California 90230
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                    (Address of Principal Executive Offices)

                                 (310) 342-2800
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                (Issuer's Telephone Number, Including Area Code)

          I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

     Indicate any change (increase or decrease) of five percent or more in the
     number of shares outstanding:

     1.   Title of security                       Common stock
                              --------------------------------------------------

     2.   Number of shares outstanding before the change    3,186,734
                                                         -----------------------

     3.   Number of shares outstanding after the change     5,833,401*
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          * Calculated at $1.25 conversion price for $3,100,000 of preferred
          shares and $6.00 conversion price for $1,000,000 of convertible notes,
          subject to increase as discussed below.

     4.   Effective date of change                June 7, 1996                  
                                   ---------------------------------------------
     5.   Method of change:
          Specify method (such as merger, acquisition, exchange, distribution,
          stock split, reverse split, acquisition of stock for treasury, etc.)

                    Regulation D Private Placement
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     Give brief description of transaction   On June 7, 1996, the Company
completed the private placement with accredited investors of 6,200 shares of
Series B Convertible Preferred Stock for $3,100,000 and  $1,000,000 of
Convertible Notes which mature on June 1, 1998.  The holders of the Convertible
Preferred Stock are entitled to receive a divident payable only on redemption or
credited against conversion which shall accrue at the rate of 8% per annum.  The
Convertible Preferred Stock is convertible, in whole or in part at any time and
from time-to-time until the second anniversary of the date of issuance, into
common shares of the Company at the lesser of the price paid divided by $1.25,
or 80% of the average closing sales price of the Company's common stock for the
last five trading days prior to conversion, and is subject to certain
restrictions including automatic conversion in certain instances.  The
Convertible Preferred Stock not theretofore converted (including automatic
conversion) is to be redeemed on the second anniversary of issuance.  The
Convertible Notes are convertible into shares of common stock at a per share
price equal to $6.00 per share.  In connection with the transaction, the Company
issued warrants to preferred shareholders for 3,100,000 shares of common stock
exercisable at $2.50 for three years, starting with and subject to the
availability of shares following proposed shareholder authorization of
additional common shares.  The Company issued warrants to purchasers of the
Convertible Notes for 3,000,000 shares of common stock exercisable at $3.00 per
share for three years, starting with and subject to the availability of shares
following proposed shareholder authorization of additional common shares.

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          II.  CHANGE IN NAME OF ISSUER

     1.   Name prior to change__________________________________________________

     2.   Name after change_____________________________________________________

     3.   Effective date of charter amendment changing name_____________________

     4.   Date of shareholder approval of change, if required___________________

Date  June 7, 1996                 /s/ Scott Anderson
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                                   Scott Anderson, Chief Financial Officer







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