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

                             Form 10-C

          REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                    INTERDEALER QUOTATION SYSTEM

      Filed pursuant to Section 13 or 15(d) of the Securities
   Exchange Act of 1934 and Rule 13a-17 or 15d-17 thereunder
                   IDB Communications Group, Inc.
           (Exact name of issuer as specified in charter)

   10525 West Washington Boulevard, Culver City, California 90232
              (Address of principal executive offices)

   Issuer's telephone number, including area code  (213) 870-9000


   I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

   Indicate any  change (increase or  decrease) of 5% or  more in
   the number of shares outstanding:

   
   
                                   

    1.   Title of security               Common Stock


    2.   Number of shares outstanding    23,467,403
         before the change


    3.   Number of shares outstanding    73,992,008
         after the change



    4.   Effective date of change        February 4, 1994


    5.   Method of change:
         Specify method (such as         3.15-to-one Common Stock split in the
         merger, acquisition, exchange,  form of a 215% Common Stock dividend
         distribution, stock split,
         reverse split, acquisition of
         stock for treasury, etc.)



         Give brief description of       On February 4, 1994, Issuer issued paid
         transaction                     a 3.15-to-one Common Stock split in the
                                         form of a 215% Common Stock dividend to
                                         those stockholders of record as of
                                         January 21, 1994.
   









                   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  February 4,                                /s/ EDWARD R. CHERAMY
          1994                                       (Officer's signature
                                                          & title)

                                                     Edward R. Cheramy

                                                     President