ILLUMINATED MEDIA INC.

                                SUPPLEMENT NO. 1
                       TO PROSPECTUS, DATED JULY 24, 1977

                                                              Rules 424(b)(3)
                                                                    424(c)
                                                              333-22443

1.    Effective September 22, 1997, Illuminated Media Inc. (the "Company") and
      Tuschner & Co., Inc. (the "Underwriter") extended the Company's offering
      for an additional period of 30 days until October 22, 1997, as is
      permitted by the Impoundment Agreement, because the minimum amount had not
      been received by September 22, 1997.

2.    The Company's unaudited financial results for its second fiscal quarters
      ended August 31, 1997 and 1996, were as follows:

                             3 MONTHS ENDED                  6 MONTHS ENDED
                          ---------------------          ----------------------
                          8/31/97       8/31/96           8/31/97      8/31/96
                          --------      --------         ---------     --------
      Revenue             $ 25,954      $ 62,678         $  67,048     $122,816
      Total Expenses        94,951        88,354           199,586      170,690
      Net Loss             (68,997)      (25,676)         (132,538)     (47,874)

3.    During the period July 24, 1997, through October 2, 1997, the Company
      sold an additional $8,000 of Debentures, accompanied by warrants for 2,668
      shares.

4.    On September 29, 1997, Gail Emerson, a director and Secretary of the
      Company, resigned for personal reasons.

                The date of this Supplement is October 2, 1997