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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C 20549

                                  SCHEDULE 13G

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



                      POLLUTION RESEARCH AND CONTROL CORP.
                    -----------------------------------------
                                (Name of Issuer)



                                  COMMON STOCK
                    -----------------------------------------
                         (Title of Class of Securities)




                                   731-547-105
                    -----------------------------------------
                                 (CUSIP Number)




                                DECEMBER 31, 1998
                    -----------------------------------------
             (Date of Event Which Requires Filing of this Statement)

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

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


        *The remainder of this cover page shall be filed 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 disclosures provided in a prior cover page.

        The information required on 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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CUSIP NO. 731-547-105     
          ----------------


1.       NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

                  NEIL C. SULLIVAN


2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
                  (a) [ ] 
                  (b) [ ] 

3.       SEC USE ONLY



4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                  U.S.A.


   NUMBER OF                        5.      SOLE VOTING POWER: -0-
    SHARES
 BENEFICIALLY                       6.      SHARED VOTING POWER:  -0-
   OWNED BY
EACH REPORTING                      7.      SOLE DISPOSITIVE POWER: -0-
  PERSON WITH
                                    8.      SHARED DISPOSITIVE POWER: -0-


9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  -0- SHARES


10.      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   [ ]


11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                  0%

12.      TYPE OF REPORTING PERSON

                  IN

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Item 1(a)  Name of Issuer: Pllution Research and Control Corp.

Item 1(b)  Address of Issuer's Principal Executive Offices:
           506 Paula Avenue
           Glendale, California 91201

Item 2(a)  Name of Person Filing: Neil C. Sullivan

Item 2(b)  Address of Principal Office: 1901 Avenue of the Stars, 20th floor
                                        Los Angeles, CA  90067

Item 2(c)  Citizenship:  U.S.A.

Item 2(d)  Title of Class of Securities:  Common Stock

Item 2(e)  CUSIP Number: 731-547-105

Item 3     If this statement is filed pursuant to Rules 13d-1(b) or 13-2(b) or

           (c): If this statement is filed pursuant to Rule 13d-1(c), check

           this box.         [X]

Item 4     Ownership: Mr. Sullivan filed a Schedule 13D, date of event
           September 23, 1996, to report the ownership of 608,620 shares.
           This Schedule 13G amends that Schedule 13D to report that Mr.
           Sullivan owned no equity securities of the issuer at December 31,
           1998.


Item 5     Ownership of 5% or Less of 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 5% of the class
           of securities, check the following [X].

Item 6     Ownership of More than 5% 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 not
           acquired and are not held for the purpose of or with the effect of
           changing or influencing the control of the issuer of the securities
           and were not acquired and are not held in connection with or as a
           participant in any transaction having that purpose or effect.

         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.

Dated: February 16, 1999                /S/ Neil C. Sullivan
                                        ----------------------------------------
                                        Neil C. Sullivan