SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported) July 23, 1998

                             EQUITY MARKETING, INC.
               (Exact name of registrant as specified in charter)

                            Delaware 23346 13-3534145
             (State or Other Jurisdiction (Commission (IRS Employer
               of Incorporation) File Number) Identification No.)


             131 South Rodeo Drive, Beverly Hills, California 90212
              (Address of Principal Executive Offices) (Zip Code)


       Registrant's telephone number, including area code: (310) 887-4300


                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)







ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.

          On July 23, 1998,  Equity  Marketing,  Inc. (the  "Company")  acquired
substantially  all of the assets of Contract  Marketing,  Inc., a  Massachusetts
corporation,  and U.S.  Import &  Promotions  Co.,  a Florida  corporation  (the
"Acquired  Businesses"),  in exchange  for  $15,000,000  in cash plus  potential
additional  cash  consideration  based  upon the  results of  operations  of the
Acquired  Businesses  during each calendar year through December 31, 2002 as set
forth in the respective Asset Purchase Agreements, dated as of July 23, 1998, by
and among the Company and each of Contract  Marketing,  Inc.  and U.S.  Import &
Promotions Co. The source of funds used for the acquisitions was bank borrowings
from the  Company's  existing  credit  facility with Sanwa Bank  California  and
Imperial Bank.

          The Acquired Businesses focus primarily on promotions for
oil and gas and other retailers.  The Company intends to continue
to use the acquired assets for this purpose.  The operations of the
Acquired Businesses are located in West Boylston, Massachusetts,
St. Augustine, Florida and Miami Florida.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
         EXHIBITS.

a.  Financial Statements of Acquired Business.

    Combined financial statements for Contract Marketing, Inc. and
U.S. Import & Promotions Co. are not included with this filing on
Form 8-K.  Pursuant to the requirements of this item, such
financial statements will be filed by amendment no later than
October 6, 1998.

b.  Pro Forma Financial Information.

    Pro forma financial information reflecting the acquisition of
Contract Marketing, Inc. and U.S. Import & Promotions Co. is not
included with this filing on Form 8-K.  Pursuant to the
requirements of this item, such pro forma financial information
will be filed by amendment no later than October 6, 1998.

c.   Exhibits.

          10.1.  Asset  Purchase  Agreement,  dated July 23, 1998,  by and among
Equity Marketing, Inc., Contract Marketing, Inc., John C.
McDaniel and Philip A. McDaniel.

          10.2.  Asset  Purchase  Agreement,  dated July 23, 1998,  by and among
Equity  Marketing,  Inc.,  U.S.  Import & Promotions Co., Philip A. McDaniel and
John C. McDaniel.


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                                   SIGNATURES


          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                               EQUITY MARKETING, INC.


Dated:   August 6, 1998         By:  /s/ Michael J. Welch



                                   Michael J. Welch
                                   Executive Vice President and
                                   Chief Financial Officer


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                                  EXHIBIT INDEX


No.            Description

10.1.          Asset  Purchase  Agreement,  dated  July 23,  1998,  by and among
               Equity  Marketing,   Inc.,  Contract  Marketing,  Inc.,  John  C.
               McDaniel and Philip A.
               McDaniel.

10.2.          Asset  Purchase  Agreement,  dated  July 23,  1998,  by and among
               Equity  Marketing,  Inc., U.S. Import & Promotions Co., Philip A.
               McDaniel and John C.
               McDaniel.



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