SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC  20549

                            FORM 10-C

         REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                   INTERDEALER QUOTATION SYSTEM
           FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17
                       OR 15d-17 THEREUNDER

                         GAMETEK, INC.                          
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          (Exact Name of Issuer as specified in charter)

     Three Harbor Drive, Suite 110, Sausalito, California  94965  
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             (Address of principal executive offices)

Issuer's telephone number, including area code   (415) 289-0220  
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            I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of five percent or
more in the number of shares outstanding:

1.   Title of security:      Common Stock, $.01 par    
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2.   Number of shares outstanding before the change: 10,367,853   
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3.   Number of shares outstanding after the change:  11,427,853 
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4.   Effective date of change:   July 8, 1996
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5.   Method of change:  Specify method (such as merger,
     acquisition, exchange, distribution, stock split, reverse
     split, acquisition of stock for treasury, etc.):

     Private placement to majority shareholder.

     Give brief description of transaction:  Effective July 8,
     1996, Bill B. Britt, the majority shareholder of the issuer,
     in a private placement, acquired an additional 1,060,000
     shares of the issuer's common stock, for an aggregate
     purchase price of $2,650,000, raising Mr. Britt's holdings
     to 9,337,853 shares, or 81.71% of the issuer's then-outstanding shares.  
     The purchase price was paid by converting outstanding debt owing to 
     Mr. Britt by Issuer, in the amount of the purchase price.

                  II.  CHANGE IN NAME OF ISSUER

1.   Name prior to change:        N/A 
                          _________________________________________        


2.   Name after change:           N/A     
                       _____________________________________________           


3.   Effective date of charter amendment changing name:   N/A
                                                       ______________

                                
4.   Date of shareholder approval of change, if required:   N/A
                                                         ____________    
                                                              
               
Date:  July 15, 1996
                                                                  
                                                                  
                                       s/ Max Rudminat
                                _______________________________________       
                                    (Officer's signature and title)
                                 Max Rudminat, Chief Financial Officer