UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549


                           SCHEDULE 13G


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



                      On Command Corporation
- -----------------------------------------------------------------------
                         (Name of Issuer)

                  Common Stock, par value $0.01
- -----------------------------------------------------------------------
                  (Title of Class of Securities)


                            682160106
                     -----------------------
                          (CUSIP Number)

                        December 31, 1997
                     -----------------------
                  (Date of Event Which Requires
                    Filing of this Statement)



Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:

      [X]       Rule 13d-1(b)
      [ ]       Rule 13d-1(c)
      [ ]       Rule 13d-1(d)

*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).


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SEC 1745 (2/92)

CUSIP No. 682160106              13G                  Page 2 of 5 Pages
- ---------------------------------------------------------------------------
 1    NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

      Credit Suisse First Boston, on behalf of the Credit Suisse 
      First Boston business unit

- ---------------------------------------------------------------------------
 2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                         (a) [ ]

                                                         (b) [X]


- ---------------------------------------------------------------------------
 3    SEC USE ONLY

- ---------------------------------------------------------------------------
 4    CITIZENSHIP OR PLACE OF ORGANIZATION

      Switzerland
- ---------------------------------------------------------------------------
                  5    SOLE VOTING POWER

                       - 0 -
   NUMBER OF    -----------------------------------------------------------
     SHARES       6    SHARED VOTING POWER
  BENEFICIALLY
    OWNED BY           2,845,445 shares Common Stock, par value $0.01
      EACH      -----------------------------------------------------------
   REPORTING      7    SOLE DISPOSITIVE POWER
     PERSON
      WITH             - 0 -
                -----------------------------------------------------------
                  8    SHARED DISPOSITIVE POWER

                       2,845,445 shares Common Stock, par value $0.01
- ---------------------------------------------------------------------------
 9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      2,845,445 shares Common Stock, par value $0.01
- ---------------------------------------------------------------------------
 10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES 
      CERTAIN SHARES   [ ]*


- ---------------------------------------------------------------------------
 11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

      9.55%
- ---------------------------------------------------------------------------
 12   TYPE OF REPORTING PERSON*


      BK, HC, OO
- ---------------------------------------------------------------------------
                 *SEE INSTRUCTION BEFORE FILLING OUT!


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Item 1.

  (a)    Name of Issuer:

         On Command Corporation

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

         3301 Olcott Street, Santa Clara, CA 95054

Item 2.

  (a)    Name of Person Filing:

         Credit Suisse First Boston, on behalf of the Credit Suisse 
         First Boston business unit.  See Schedule I.

  (b)    Address of Principal Business Office:

         Uetlibergstrasse 231, P.O. Box 900, CH-8045 Zurich, Switzerland

  (c)    Citizenship:

         Switzerland

  (d)    Title of Class of Securities:

         Common Stock, par value $0.01

  (e)    CUSIP Number:

         682160106

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
        13d-2(b) or (c), check whether the person filing is a(n):

  (a)   [ ]   Broker or Dealer registered under Section 15 of the Act 
              (15 U.S.C. 78o)

  (b)   [X]   Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)

  (c)   [ ]   Insurance Company as defined in Section 3(a)(19) of the Act 
              (15 U.S.C. 78c)

  (d)   [ ]   Investment Company registered under Section 8 of the 
              Investment Company Act (15 U.S.C. 80a-8)

  (e)   [ ]   Person registered as an investment adviser under Section 203 
              of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3) 
              or under the laws of any state.

  (f)   [ ]   Employee Benefit Plan or Endowment Fund in accordance 
              with Section 240.13d-1(b)(1)(ii)(F)

  (g)   [X]   Parent Holding Company or Control Person in accordance 
              with Section 240.13d-1(b)(ii)(G)

  (h)   [ ]   Savings Association as defined in Section 3(b) of the Federal 
              Deposit Insurance Act (12 U.S.C. 1813)

  (i)   [ ]   Church Plan that is excluded from the definition of an 
              investment company under Section 3(c)(14) of the
              Investment Company Act of 1940 (15 U.S.C. 80a-3)

  (j)   [ ]   Group in accordance with Section 240.13d-1(b)(1)(ii)(J)

         If this statement is filed pursuant to Section 240.13d-1(c), 
         check this box  [ ]

Item 4.  Ownership*

  (a)    Amount Beneficially Owned:

         2,845,445 shares of Common Stock, par value $0.01. Total
         number of shares beneficially owned includes warrants
         that are immediately convertible into 587,704 shares of
         Common Stock.

  (b)    Percent of Class:

         9.55%


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

           (i) sole power to vote or to direct the vote:
               See response to Item 5 on the attached cover pages.
          (ii) shared power to vote or to direct the vote:
               See response to Item 6 on the attached cover pages.
         (iii) sole power to dispose or to direct the disposition of:
               See response to Item 7 on the attached cover pages.
          (iv) shared power to direct the disposition of:
               See response to Item 8 on the attached cover pages.

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   [ ].

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

        N/A

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

        See Schedule I

Item 8. Identification and Classification of Members of the Group

        N/A

Item 9. Notice of Dissolution of Group

        N/A

Item 10. Certification

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


                            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.


Date: February 13, 1998             CREDIT SUISSE FIRST BOSTON, acting 
                                    solely on behalf of the Credit 
                                    Suisse First Boston business unit

                                    By: /s/ William W. Chandler
                                        -------------------------------

                                    Name:  William W. Chandler
                                    Title:  Director


                                4



                            Schedule I


This Schedule 13G is being filed by Credit Suisse First Boston
(the "Bank"), a Swiss Bank, on behalf of itself and its
consolidated subsidiaries, to the extent that they constitute
part of the Credit Suisse First Boston business unit (the "CSFB
business unit" or the "Reporting Person"). The CSFB business unit
is engaged in the corporate and investment banking, trading
(equity, fixed income and foreign exchange), private equity
investment and derivatives businesses on a worldwide basis. The
Bank's registered head office is located at Uetlibergstrasse 231,
P.O. Box 900, CH-8045 Zurich, Switzerland. The Bank and its
consolidated subsidiaries engage in other separately managed
activities, most of which constitute the independently operated
Credit Suisse Asset Management business unit; the Credit Suisse
Asset Management business unit provides asset management and
investment advisory services to institutional investors
worldwide.

Credit Suisse First Boston Corporation ("CSFBC"), a Massachusetts
corporation, a broker-dealer registered under Section 15 of the
Securities Exchange Act of 1934 an indirect wholly owned
subsidiary of the Bank, directly beneficially owns the securities
reported herein. The principal business office of CSFBC is 11
Madison Avenue, New York, New York 10010.

The ultimate parent company of the Bank is Credit Suisse Group
("CSG"), a corporation formed under the laws of Switzerland. The
principal business of CSG is acting as a holding company for a
global financial services group with five distinct specialized
business units that are independently operated. In addition to
the two business units referred to above, CSG and its
consolidated subsidiaries (other than the Bank and its
subsidiaries) are comprised of (a) the Credit Suisse Private Bank
business unit that engages in global private banking business;
(b) the Credit Suisse business unit that engages in the Swiss
domestic banking business and (c) the Winterthur business unit
that engages in the global insurance business. CSG's business
address is: Nuschelerstrasse 1, CH-8070, Zurich, Switzerland.

CSG, for purposes of federal securities laws, may be deemed
ultimately to control the Bank, and the CSFB business unit. CSG,
its executive officers and directors, and its direct and indirect
subsidiaries (including all of the business units except the CSFB
business unit), may beneficially own shares of Common Stock, and
such shares are not reported in this statement. Due to the
separate management and independent operation of its business
units, CSG disclaims beneficial ownership of shares of Common
Stock beneficially owned by its direct and indirect subsidiaries,
including the Reporting Person. The Reporting Person disclaims
beneficial ownership of shares of Common Stock beneficially owned
by CSG and any of CSG's and the Bank's other business units.


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