As filed with the Securities and Exchange Commission on February
7, 1994
                                      Registration No. 33-34104
                                                                 

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                              

                         AMENDMENT NO. 1

                               TO

                            FORM S-8

                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933

                                              

                      CAROLCO PICTURES INC.

     (Exact name of registrant as specified in its charter)


Delaware                                         95-4046437
(State or other jurisdiction of               (I.R.S. employer
incorporation or organization)               identification no.)

      8800 Sunset Boulevard Los Angeles, California  90069
   (Address of principal executive offices)         (Zip code)
                                              


      1989 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
                    (Full title of the plan)

                         Mario F. Kassar
        Chairman of the Board and Chief Executive Officer
   Carolco Pictures Inc., 8800 Sunset Boulevard Los Angeles, 
                        California 90069
             (Name and address of agent for service)


                         (310) 859-8800
            (Telephone number, including area code, 
                      of agent for service)
                                            

                         With copies to:


Robert W. Goldsmith, Esq.            Lawrence R. Barnett, Esq.
Senior Vice President and         Gipson Hoffman & Pancione, P.C.
General Counsel                     1901 Avenue of the Stars, 
Carolco Pictures Inc.,                      Suite 1100
8800 Sunset Boulevard                 Los Angeles, CA  90067
Los Angeles, CA  90069
          This Amendment No. 1 to Form S-8 Registration Statement
is being filed to deregister 1,722,000 shares of Common Stock, $.01
par value per share, of Carolco Pictures Inc., a Delaware corpora-
tion, originally registered with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended, on a Registration Statement on Form S-8 (with Form S-3
Prospectus attached), Registration No. 33-34104, filed with the
Commission on March 29, 1990, with respect to the Registrant's 1989
Stock Option and Stock Appreciation Rights Plan.


                          SIGNATURES

          Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8, and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of Los Angeles, State of California on January 31, 1994.

                                 CAROLCO PICTURES INC.


                                 By:    /s/ Mario F. Kassar  

                                   Mario F. Kassar
                                   Chairman of the Board
                                   of Directors 
                                   and Chief Executive Officer


    Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons on the capacities and on the dates indicated:
 
Signature                Title                 Date 
 
/s/ Mario F. Kassar      Chairman of the       January 31, 1994
 Mario F. Kassar         Board of Directors
                         and Chief Executive 
                         Officer (Principal 
                         Executive Officer)    January 31, 1994 
           
 
/s/ William Shpall       Executive Vice 
William Shpall           President and Chief
                         Financial Officer 
                         (Principal Financial 
                         and Accounting Officer) 

 
/s/ Lynwood Spinks       Executive Vice        January 31, 1994 
Lynwood Spinks           President/President 
                         of Production and
                         Director 
 
/s/ Guy-Etienne Dufour   Director              January 31, 1994 
Guy-Etienne Dufour 

 
/s/ Michael E. Garstin   Director              January 31, 1994 
Michael E. Garstin 

 
/s/ Paolo Glisenti       Director              January 31, 1994 
Paolo Glisenti 
 
 
                         Director              January   , 1994 
Olivier Granier    
 
 
/s/ Michael S. Hope      Director              January 31, 1994 
Michael S. Hope 
 
 
/s/ Kaneo Ito            Director              January 31, 1994 
Kaneo Ito    
 
 
/s/ Rene-Claude Jouannet Director              January 31, 1994 
Rene-Claude Jouannet 
 
 
/s/ Tetsuro Kudo         Director              January 31, 1994 
Tetsuro Kudo 
 
 
                         Director              January   , 1994 
Pierre Lescure  
 
 
/s/ Michael Meltzer      Director              January 31, 1994 
Michael Meltzer     
 
 
/s/ Ryuichi Noda         Director              January 31, 1994 
Ryuichi Noda 
 
 
/s/ Adam Singer          Director              January 31, 1994 
Adam Singer      
 

/s/ Masaaki Sono         Director              January 31, 1994 
Masaaki Sono