SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.   4  )*          

LIVE Entertainment Inc.
(Name of Issuer)


Series B Cumulative Convertible Preferred Stock, par value
$1.00
(Title of Class of Securities)


538032301
(CUSIP Number)

Stephen M. Schultz, Esq.,
Kleinberg, Kaplan, Wolff & Cohen, P.C.,
551 Fifth Avenue, 18th Floor,
New York, New York  10176,
Tel:  (212) 986-6000
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)


August 21, 1996
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].

Check the following box if a fee is being paid with the
statement [ ].  (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)

Note:  Six copies of this statement, including all exhibits,
should be filed with the Commission.  See Rule 13d-1(a) for
other parties to whom copies are to be sent.

*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 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).
CUSIP NO.:  538032301

1      NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       Elliott Associates, L.P., a Delaware Limited Partnership

2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*               (a) [ ]
                                                                       (b) [ ]
3      SEC USE ONLY

4      SOURCE OF FUNDS*
             00

5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
       PURSUANT TO ITEMS 2(d) or 2(e)                                      [ ]

6      CITIZENSHIP OR PLACE OF ORGANIZATION
             Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH         

7      SOLE VOTING POWER
       414,485

8      SHARED VOTING POWER
       0

9      SOLE DISPOSITIVE POWER
       414,485

10     SHARED DISPOSITIVE POWER
       0

11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
       PERSON
       414,485

12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
       CERTAIN SHARES*                                                     [ ]

13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
       10.85%

14     TYPE OF REPORTING PERSON*
       PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 17
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.

       This statement is filed pursuant to Rule 13d-2(a) with
respect to securities beneficially owned by the reporting
persons specified herein as of August 23, 1996 and amends and
supplements the Schedule 13D dated February 9, 1996, as amended
on April 25, 1996 and on May 9, 1996 (the "Schedule 13D").
Except as set forth herein, the Schedule 13D is hereby restated
in its entirety.

ITEM 4.      Purpose of Transaction

       Elliott Associates, L.P. ("Elliott") has acquired the
Series B Cumulative Convertible Preferred Stock ("Preferred
Stock") of LIVE Entertainment Inc. (the "Issuer" or "LIVE")
beneficially owned by it in the ordinary course of its trade or
business of purchasing, selling, trading and investing in
securities.  Depending upon market conditions and other factors
that it may deem material, Elliott may purchase additional
shares of  Preferred Stock or may dispose of all or a portion
of the Preferred Stock that it now owns or may hereafter
acquire.

       In connection with the election of directors at the
Issuer's annual meeting of stockholders, which was held on May
2, 1996 (the "Annual Meeting"), Elliott made an exempt limited
solicitation (to ten or fewer persons) of proxies from other
holders of Preferred Stock to vote their shares in favor of
Elliott's nominee at the Annual Meeting and to vote their
shares in favor of Issuer's nominees, other than one.  In
response to this exempt solicitation, Elliott received  proxies
to vote 1,312,921 shares.  At the meeting, a majority of the
holders of Preferred Stock voted in favor of Elliott's slate of
board nominees.

       Since the Annual Meeting, LIVE, through its financial
advisors, Carreden Group, Inc. ("Carreden"), has been
soliciting restructuring proposals from holders of the
Preferred Stock.  On August 21, 1996, LIVE filed an Issuer
Tender Offer Statement that outlined a potential exchange
offer.

       Elliott has had numerous discussions with Carreden on a
structure which Elliott believes would be fair to shareholders.
Elliott does not believe that the structure that has been
outlined in the Issuer Tender Offer Statement is fair to the
holders of the Preferred Stock.  Elliott intends to continue
discussions with Carreden to achieve an exchange offer which
Elliott believes is fair to such holders.

       Except as set forth herein, Elliott has no plans or
proposals which relate to or would result in any of the actions
set forth in subparagraphs (a) through (j) of Item 4.


                                   SIGNATURE

       After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.


Dated: August 23, 1996                 ELLIOTT ASSOCIATES, L.P.


                                       By:  
                                             Paul Singer
                                             General Partner