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): August 13, 1997

                   VIDEOLAN TECHNOLOGIES, INC.
        (Exact name of registrant as specified in charter)


Delaware                  000-26302                 611283466
(State or other     (Commission File Number)      (IRS Employer
jurisdiction or                                   Identification
incorporation)                                    No.)
          

11403 Bluegrass Parkway, Suite 400
Louisville, Kentucky                                      40299
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:  (502) 266-0099

                 100 Mallard Creek Road, Suite 250
                     Louisville, Kentucky 40207
     (Former name or former address if changed since last report.)

             INFORMATION TO BE INCLUDED IN THE REPORT

Item 7.   Financial Statements, Pro Forma Financial Information and
          Exhibits

     (a)  Not applicable.

     (b)  Not applicable.

     (c)  Exhibits.

     Exhibit 3.1 -- Certificate of Incorporation, incorporated
by reference as an exhibit to the Registration Statement on Form
SB-2, as amended, filed by the Company  (File No. 32-93086). 

     Exhibit 3.2 -- Certificate of Amendment to Certificate of
Incorporation, incorporated by reference as an exhibit to the 1996
Annual Report on Form 10-KSB (File No. 0-26302 ).
     
     Exhibit 3.3 -- Bylaws of the Company, incorporated by
reference as an exhibit to the Registration Statement on Form 8-A
dated January 29, 1997 (File No. 0-26302).
          
     Exhibit 4.3 -- Form of 8% Convertible Debenture due July 31,
1998 (the "Debenture"). 


Item 9.   Sale of Debenture Pursuant to Regulation S.

     (a)  Securities Sold.    On July 31, 1997, the Registrant
          issued a $1,200,000.00 8% Convertible Debenture due July
          31, 1998.

     (b)  Underwriters and Other Purchasers. The Registrant did not
          engage an underwriter in connection the issuance of the
          Debenture.  A non-U.S. Person, (as such term is defined
          in Regulation S ("Regulation S") under the Securities Act
          of 1933, as amended ("Securities Act")), purchased the
          Debenture.  The purchaser is an "accredited investor" as
          defined in Rule 501(a) in Regulation D under the
          Securities Act.

     (c)  Consideration. The Registrant issued the Debenture for
          cash consideration. The Registrant is obligated to pay
          Thomson Kernaghan & Co. Ltd./Clarco/Mike Heitz a finders
          fee in the aggregate amount of $180,000.00.

     (d)  Exemption from Registration Claimed.The Debenture was
          issued in accordance with the provisions of Regulation S
          in an Offshore Transaction (as such term is defined in 
          Regulation S) to a non-U.S. Person. 

     (e)  Terms of Conversion or Exercise.   

          The terms of the Debenture provide for interest on the
          Debenture at the rate of eight percent (8.0%) per year
          payable until the Debenture has been converted. 
          The purchaser of the Debenture ("Purchaser"), at its option, 
          may convert all the principal amount of the Debenture, plus 
          accrued interest, provided the principal amount is at least 
          $10,000, into Common Stock at any time after September 10, 
          1997, at a conversion price for each share of Common Stock equal 
          to eighty percent (80%) of the market price ("Market Price")
          on the conversion date ("Conversion Date").  The Market
          Price shall be the average closing bid price of the
          Common Stock on the five (5) trading days immediately
          preceding the Conversion Date, as reported by the
          National Association of Securities Dealers for companies
          trading on the over-the-counter market or, in the event
          the Common Stock is listed on a stock exchange, the
          market price shall be the average closing bid price of
          the common stock on such stock exchange on the five (5)
          trading days immediately preceding the Conversion  Date,
          as reported in the Wall Street Journal.  

          The discussion at this Item 701(e) is qualified in its
          entirety by reference to the Debenture attached to this
          Form 8-K as an exhibit.




                            SIGNATURE

     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.

                         VIDEOLAN TECHNOLOGIES, INC.


                         By:/s/ Steven B. Rothenberg 
                              Steven B. Rothenberg
                              Executive Vice President,
                              Treasurer And Chief Financial Officer

                         Date: August 13, 1997