SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K 405/A

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 1-9724

SPECTRAVISION, INC.
(Exact Name of Registrant as specified in its charter)

DELAWARE 75-2182004
(State of Incorporation) (I.R.S. Employee Identification No.)

1501 NORTH PLANO ROAD, RICHARDSON, TEXAS 75083-0775
(Address of Principal Executive Offices) (Zip code)

Registrant's telephone number, including area code: (214) 234-2721

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
- ------------------- -------------------

Class B Common Stock, $0.001 Par Value American Stock Exchange
Contingent Value Rights American Stock Exchange
11.65% Senior Subordinated Reset Notes, due 2002 American Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No ___
-

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The aggregate market value of the Registrant's Class B Common Stock held by
non-affiliates of the Registrant as of March 24, 1995: $6,050,587. There is no
established public trading market for the Registrant's Class A Common Stock. As
of March 24, 1995, there were 19,390,379 shares of the Registrant's Class B
Common Stock outstanding and 4,593,526 shares of Class A Common Stock
outstanding.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [X] No ___
-

DOCUMENTS INCORPORATED BY REFERENCE
None.

TABLE OF CONTENTS

Page
----

PART III................................................................. 1
Item 10. Directors and Executive Officers of the Registrant........ 1
Item 11. Executive Compensation.................................... 5
Item 12. Security Ownership of Certain Beneficial Owners and
Management................................................... 10
Item 13. Certain Relationships and Related Transactions............ 12

PART IV.................................................................. 13
Item 14. Exhibits, Financial Statements, Schedules and Reports on
Form 8-K...................................................... 13

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
- -------------------------------------------------------------

The following sets forth the certain information regarding the directors and
executive officers of the Company.

Name Age Position
- -------------------- --------- -------------------------

Gary G. Weik 49 Chief Executive Officer

Richard M. Gozia 50 Executive Vice President and
Chief Financial Officer

Harry S. Budow 34 Senior Vice President,
Marketing and Business
Development, Spectradyne,
Inc.

Elaine Parrish 45 Senior Vice President, Sales and
Affiliate Marketing,
Spectradyne, Inc.

Howard D. Gardner 37 Senior Vice President of
Technology and Network
Operations, Spectradyne, Inc.

Janet L. Dalicandro 40 Vice President of International
Operations, Spectradyne, Inc.

John Berardi 52 Director

Michael C. Colleran 42 Director

John Davis 40 Director

Marvin Davis 69 Director

Leonard Goldberg 61 Director

Gerald S. Gray 66 Director

Sidney Poitier 68 Director

Michael J. Seibert 39 Director

Stephen D. Silbert 52 Director

Skip Victor 39 Director

Kenneth Ziffren 54 Director

Albert D. Jerome 52 Director

Gary G. Weik became Chief Executive Officer of the Company and its
subsidiaries in September 1994. Prior to joining the Company, Mr. Weik was
president and chief

operating officer of KBLCOM, one of the nation's largest cable TV multiple
system operators. During 1988 and 1989, Mr. Weik owned and operated WGA
Communications, an independent cable company. Prior to 1988, he was president
and chief executive officer of Harte-Hanks Cable Company, a subsidiary of Harte-
Hanks Communications, Inc.

Richard M. Gozia became Executive Vice President and Chief Financial
Officer of the Company and its subsidiaries in October 1994. Mr. Gozia was
previously president and chief executive officer of Wyatt Cafeterias, Inc. from
1992 to 1994. From 1986 to 1991 Mr. Gozia was president and chief executive
officer of Gozia-Driver Media, Inc., a media investment company. From 1982 to
1986 he was vice president and chief financial officer of Harte-Hanks
Communications, Inc.

Harry S. Budow is Senior Vice President of Marketing and Business
Development for Spectradyne. Before joining Spectradyne in March 1990, Mr. Budow
was Vice President of Marketing and Engineering for Voice Response, Inc., a
provider of interactive voice response systems, from September 1989 to February
1990 and an executive director of European operations for VMX Inc., a developer
of voice mail systems, from 1986 to 1989.

Elaine Parrish became Senior Vice President of Sales and Affiliate
Marketing of Spectradyne, Inc. in December 1994. Prior to joining Spectradyne,
Ms. Parrish was Senior Vice President of Cable Marketing and Sales of StarSight
Telecast, Inc. from May 1993 to December 1994. From February 1983 to May 1993,
Ms. Parrish was with Showtime Networks, Inc., most recently as Vice President of
National Accounts.

Howard D. Gardner has been Senior Vice President of Technology and Network
Operations for Spectradyne since November 1993. From 1984 to 1993, Mr. Gardner
served in various capacities, most recently as Divisional General Manager, with
SRX Inc., a developer and manufacturer of digital telecommunications systems for
business and public safety markets.

Janet L. Dalicandro has been Vice President of International Operations for
Spectradyne since April 1995. From August 1991 to March 1995, Ms. Dalicandro was
Vice President and Managing Director of SpectraVision of Canada, Inc. Prior to
joining the Company, Ms. Dalicandro was Vice President and General Manager for
Granada Canada Limited, a supplier of television and video products to the
Canadian lodging industry from May 1987 to July 1991.

John F. Berardi has been a Director of the Company since November 1992. Mr.
Berardi has been Executive Vice President and Chief Financial Officer of
Farmland Industries, Inc., a cooperative farm supply, marketing and processing
operation and retail and service operation since March 1992. From July 1990 to
February 1992, Mr. Berardi was a Principal of Berardi and Associates, financial
consultants. From April 1978 to June 1990, Mr. Berardi held various positions,
including Executive Vice President and Chief Financial Officer with Harcourt
Brace Jovanovich, Inc., a publishing company. Mr. Berardi is a member of the
Audit Committee.

Michael C. Colleran has been a Director of the Company since November 1992.
Mr. Colleran has also served as the Executive Vice President of Davis Companies,
an investment company, and the Chief Financial Officer for Miller-Davis Company,
a real estate development general partnership, since May 1988. Mr. Colleran is a
member of the Executive Committee and the Audit Committee.

John Davis has been a Director of the Company since November 1992. Mr.
Davis has been President and a Director of Davis Entertainment Company, a motion
picture and television production company, since November 1985; Vice President
of Davis Companies, an investment company, since December 1986 and Director
since April 1989; President and a Director of Davis Entertainment Television, a
television production company, since 1988; President and a director of Davis
Films, Inc., a motion picture production company, since January 1987; and
President and a Director of both Azur Communications Corporation and Bramble
Communications Corporation, both television broadcast station companies, since
December 1988. Mr. Davis is the son of Mr. Marvin Davis, a Director of the
Company. Mr. Davis is a member of the Executive Committee.

Marvin Davis has been a Director of the Company since April 1989 and is the
principal partner of Rainbow Company. Mr. Davis has been President and Director
of Davis Companies, an investment company, from October 1986 to present;
Managing General partner of Davis Oil Company, an independent oil and gas
general partnership, from 1960 to present; Managing General Partner of MD Co.,
an investment company, which is a General Partner of Miller-Klutznick-Davis-Gray
Co. (now known as MKDG Co.), a real estate development general partnership, from
March 1982 to present; General Partner of Miller-Davis Company, a real estate
development general partnership, from January 1978 to present. Mr. Davis is the
father of John Davis, a Director of the Company.

Leonard Goldberg has been a Director of the Company since October 1989. Mr.
Goldberg was President and Chief Operating Officer of Twentieth Century Fox Film
Corporation from December 1986 until May 1989. Mr. Goldberg has been directly
involved in the production of many feature films for both the movie and
television industries. Mr. Goldberg is a member of the Compensation Committee.

Gerald S. Gray has been a Director of the Company since April 1989. Mr.
Gray has also served as Senior Vice President of Davis Companies, an investment
company, since January 1987; Chief Financial Officer of Davis Oil Company, an
independent oil and gas partnership, since 1977; Managing General Partner of GSG
Company, an investment company, which is a General Partner of Miller-Klutznick-
Davis-Gray Co. (now known as MKDG Co.), a real estate development general
partnership, since March 1982; and General Partner of Miller-Davis Company, a
real estate development general partnership, since January 1978. Mr. Gray is
presently a Director of Children's Diabetes Foundation in Denver, Colorado. Mr.
Gray is a member of the Executive Committee and the Audit Committee.

Sidney Poitier has been a Director of the Company since October 1992. Mr.
Poitier is an actor, producer and director. He has been President of Verdon
Cedric Productions, a

film production company, since 1962. In 1994, Mr. Poitier was appointed as a
member of the Board of Directors of The Walt Disney Company, a major producer
and distributor of film entertainment. Mr. Poitier is a member of the
Compensation Committee.

Michael J. Seibert has been a Director of the Company since November 1993.
Mr. Seibert has been Vice President of Davis Companies, an investment company,
since August 1989.

Stephen D. Silbert has been a Director of the Company since May 1994. Mr.
Silbert has been of counsel to the law firm of Christensen, White, Miller, Fink
and Jacobs since 1991. From 1986 to November 1990, Mr. Silbert served in various
capacities, including Chairman of the Board of Directors and Chief Executive
Officer, and President and Chief Operating Officer, with MGM/UA Communications
Co., a production company. From November 1990 to May 1991, Mr. Silbert served as
Vice Chairman of MGM-Pathe Communications Co., a production company.

Skip Victor has been a Director of the Company since November 1992. Mr.
Victor has been Executive Vice President and Principal of Chanin and Company, a
financial advisory firm, since 1990. From July 1987 to February 1990, Mr. Victor
was Vice President Corporate Finance at Drexel Burnham Lambert, Inc. He is a
director of BDK Holdings, a holding company with entities that manufacture and
distribute kitchen textiles and other household products. Mr. Victor also is a
director of Bucyrus-Erie Company, a manufacturer of mining equipment, and
California Beach Restaurants, Inc., a restaurant company.

Kenneth Ziffren has been a Director of the Company since May 1989. Mr.
Ziffren is presently Senior Partner of Ziffren, Brittenham, Branca & Fischer
(Attorneys at Law) and has been with that firm since 1978. Mr. Ziffren is also a
director of City National Corp., a one-bank holding company, and Marvel
Entertainment Group, Inc., a comic book publisher. Mr. Ziffren is a member of
the Audit Committee and the Compensation Committee.

Albert D. Jerome has been a Director of the Company since November 1991.
From November 1991 to September 1994, Mr. Jerome served as Chief Executive
Officer of the Company. From November 1982 to October 1991, Mr. Jerome was
President of NBC Television Stations. Prior to November 1982, Mr. Jerome held
various positions with NBC, CBS and ABC. Mr. Jerome was formerly Chairman of the
Board and is presently a director of the Foundation for Minority Interest in
Media, a non-profit organization.

Mr. Victor was selected as a director during the Company's 1992
restructuring pursuant to an understanding with the Company's preferred
stockholders, and Mr. Berardi was selected as a director during the Company's
1992 restructuring pursuant to an understanding with the Company's bondholders.

Compliance with Section 16 Reporting Requirements. To the Company's
knowledge, based solely on a review of the copies of reports furnished to the
Company and, in certain instances, written representations that no additional
reports were required, during the fiscal year ended December 31, 1994, all of
the Company's officers,

directors and holders of more than 10% of its Common Stock timely filed all
reports required by Section 16(a) of the Securities Exchange Act of 1934, as
amended.

ITEM 11. EXECUTIVE COMPENSATION
- --------------------------------

COMPENSATION OF EXECUTIVE OFFICERS

The Summary Compensation Table includes individual compensation information
on the two individuals who served as Chief Executive Officer of the Company
during 1994 and the four other most highly paid executive officers who served
during 1994 (two of whom have since resigned) for services rendered in all
capacities during the years ended December 31, 1994, 1993 and 1992. No
compensation information is given for executive officers who joined the Company
late in 1994 and received less than $100,000 in compensation from the Company in
that year.

SUMMARY COMPENSATION TABLE

LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
Number of
Other Securities
Name and Annual Underlying All Other
Principal Position Year Salary Bonus Comp./2/ Options Compensation/3/
- -------------------------- ------ ---------- --------- -------- ------------ ---------------

Gary G. Weik/1/ 1992 --- --- --- --- ---
Chief Executive 1993 --- --- --- --- ---
Officer 1994 $159,195 $319,000 --- --- ---

Harry S. Budow 1992 147,127 --- --- --- $ 5,016
Senior Vice President 1993 151,117 150,000 --- --- 4,497
Marketing & Business 1994 205,540 --- --- 50,366 4,732
Development,
Spectradyne, Inc.

Howard D. Gardner 1992 --- --- --- --- ---
Senior Vice President 1993 15,845 --- --- --- ---
Technology & Network 1994 117,007 --- --- 17,988 2,572
Operations,
Spectradyne, Inc.

Janet L. Dalicandro/4/ 1992 84,719 651 --- --- 4,236
Vice President of 1993 84,661 10,539 --- --- 4,233
International 1994 106,749 52,154 --- 7,195 5,338
Operations,
Spectradyne, Inc.

Albert D. Jerome 1992 627,977 150,000 $57,857 --- 87,704
Former President & 1993 622,654 175,000 --- --- 7,870
Chief Executive Officer 1994 637,259 --- --- --- 8,142

Danny G. Hair/5/ 1992 188,017 --- --- --- 4,873
Former Vice President 1993 196,770 125,000 --- --- 5,139
& Chief Financial 1994 180,350 --- --- 44,970 5,370
Officer

Jon M. Nottingham/5/ 1992 --- --- --- --- ---
Former Senior Vice 1993 204,050 75,000 44,525 --- 7,195
President, Sales and 1994 215,383 --- --- 44,970 6,815
Customer Service,
Spectradyne, Inc.

________________________

/1/ In September 1994, Mr. Weik replaced Mr. Jerome as Chief Executive Officer
of the Company. Mr. Weik's 1994 Bonus was paid in consideration of his
forfeiture of monetary benefits from his previous employer. See "--
Description of Certain Agreements with Management--Gary Weik."

/2/ Perquisites for each individual named in the Summary Compensation Table for
1992, 1993 and 1994, except Mr. Jerome in 1992 and Mr. Nottingham in 1993,
are not reflected because the value aggregated less than the lower of 10%
of the total annual salary and bonus reported for such individual in the
Summary Compensation Table. Other annual compensation for Mr. Jerome in
1992 includes $45,019 for relocation expenses as provided in Mr. Jerome's
employment agreement. Other annual compensation for Mr. Nottingham in 1993
is for reimbursement of relocation expenses.

/3/ Includes the aggregate value of the Company's contribution under the
Savings for Retirement Plan and, for Ms. Dalicandro, under the
SpectraVision of Canada Pension Plan. All other compensation for Mr. Jerome
in 1992 also includes a payment of $39,780 to Mr. Jerome's former employer
for the equity in a life insurance policy and premiums totalling $40,235
for the two year period ending December 31, 1993.

/4/ Although Ms. Dalicandro's compensation was paid in Canadian Dollars, the
information reported above for Ms. Dalicandro has been converted to U.S.
Dollars based upon the average exchange rates for 1992, 1993 and 1994,
which were .8279, .7749 and .7317, respectively.

/5/ Mr. Hair and Mr. Nottingham resigned from the Company September 23, 1994
and November 4, 1994, respectively.

OPTION GRANTS IN LAST FISCAL YEAR

The following table provides information with respect to the executive
officers named in the Summary Compensation Table above who were granted stock
options during the last fiscal year.

Potential Realizable Value at
Assumed Annual Rates of
Stock Price Appreciation for
Individual Grants Option Term
----------------------------------------------------------------------- -----------------------------------------

Number of Percent of Total
Securities Options Granted
Underlying to Employees Exercise Price Expiration
Options Granted in Fiscal Year Per Share Date 5% 10%
--------------- ----------------------- ---------------- -------------- --------- ---------

Harry S. Budow 50,366 14.0% $ 7.875 2/2/04 $249,438 $632,129

Howard D. Gardner 17,988 5.0% $ 7.875 2/2/04 $ 89,086 $225,762

Janet L. Dalicandro 7,195 2.0% $ 7.875 2/2/04 $ 35,633 $ 90,302

Danny G. Hair 44,970 12.5% $ 7.875 2/2/04 $222,714 $564,405

Jon M. Nottingham 44,970 12.5% $ 7.875 2/2/04 $222,714 $564,405

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION VALUES

The following table provides information with respect to the executive
officers named in the Summary Compensation Table concerning unexercised options
held as of the end of the last fiscal year:

NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR END DECEMBER 31, 1994
-------------------------- --------------------------------
SHARES
ACQUIRED VALUE
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------

Harry S. Budow -- -- 12,592 37,774 -- --

Howard D. Gardner -- -- 4,497 13,491 -- --

Janet L. Dalicandro -- -- 1,799 5,396 -- --

Danny G. Hair -- -- 11,243 33,727 -- --

Jon M. Nottingham -- -- 11,243 33,727 -- --

COMPENSATION OF DIRECTORS

During 1994 the Company paid all directors $25,000 annually, payable
quarterly. This compensation is paid regardless of the number of meetings held
and individual attendance thereat. Committee member directors receive $1,000
for each committee meeting that is held on a day when there is no Board meeting.
Additionally, directors' travel expenses to meetings are reimbursed by the
Company. The Company presently provides liability insurance for potential
losses incurred by its directors and officers as a result of actions taken by
them in their respective capacities on behalf of the Company.

DESCRIPTION OF CERTAIN AGREEMENTS WITH MANAGEMENT

Gary Weik. The Company entered into an employment agreement, effective as
---------
of August 31, 1994, with Gary Weik, which agreement was amended effective as of
January 1, 1995 (as amended, the "Weik Agreement"), pursuant to which Mr. Weik
serves as Chief Executive Officer of the Company. The Weik Agreement expires on
December 31, 1998, but contains an option exercisable before July 1, 1998 for
the Company to extend the term until December 31, 2000. Mr. Weik will receive a
base salary during 1995 of $564,970 per year, subject to a yearly increase based
upon the increase during the previous year in the National Consumer Price Index.
Mr. Weik is also eligible to receive an annual incentive payment pursuant to the
Company's 1994 Management Incentive Bonus Plan (the "Bonus Plan"). If the Bonus
Plan's targets are achieved, then Mr. Weik's bonus payment will be equal to 50%
of his base salary. Notwithstanding the Bonus Plan's targets, the Weik
Agreement provides that Mr. Weik shall receive a bonus for 1995 of no less than
25% of his base salary. Mr. Weik is entitled to an annual auto allowance of
$12,000, subject to a yearly increase on

the same basis as increases in his base salary. Mr. Weik also is entitled to
participate in any employee benefit plans maintained by the Company. The Weik
Agreement provides for the grant to Mr. Weik of options to purchase an aggregate
of 600,000 shares of Common Stock.

In 1994, Mr. Weik received a one-time payment of $319,000, representing
monetary loss associated with leaving his prior employment, and reimbursement of
$3,477 in relocation expenses. Mr. Weik also is entitled to additional
reimbursements for relocation expenses that he incurs until August 31, 1997, not
to exceed an aggregate of $65,000. Pursuant to the Weik Agreement, the Company
will provide a life insurance policy for Mr. Weik with a face amount of not less
than $2,000,000 and a long-term disability insurance policy providing for
monthly payments of 60% of Mr. Weik's monthly base salary at the time of
disability if he is totally disabled. If Mr. Weik becomes totally and
permanently disabled, then he will continue for six months to receive the
compensation that he otherwise would have received under the Weik Agreement. In
the event of Mr. Weik's death, his estate will receive an amount equal to six
months of his annual base salary.

The Company has the right to terminate Mr. Weik's employment for cause.
Mr. Weik has the right to terminate the Weik Agreement upon a material breach of
the Weik Agreement by the Company. Upon such a termination for material breach,
Mr. Weik will be entitled to receive all sums due to him through the unexpired
term of the Weik Agreement, including his annual base salary and annual
incentive bonus amounts. Mr. Weik also has the right to terminate the Weik
Agreement under certain circumstances within two years after a change of
control. Upon such a termination, Mr. Weik generally would be entitled to
receive three times his "annualized includable compensation," which is the
maximum payment permitted by the Internal Revenue Code that does not constitute
an "excess parachute payment."

The Weik Agreement also includes non-competition and confidentiality
provisions.

Harry S. Budow. As of April 5, 1993, the Company's wholly owned subsidiary,
--------------
Spectradyne, entered into a personal services agreement with Harry S. Budow,
Senior Vice President of Marketing and Business Development, which provided for
an annual base salary of $150,000, an annual discretionary incentive bonus, and
participation in benefit plans maintained by the Company. The agreement was
amended as of March 14, 1994 (as amended, the "Budow Agreement") to extend its
initial term to December 31, 1996, to increase Mr. Budow's annual base salary to
$200,000, and to provide for automatic one-year renewals unless terminated by
notice given at least five months prior to the end of the current term. The
Budow Agreement includes a covenant not to compete during the term of the Budow
Agreement and in the event of termination of the Budow Agreement for so long as
Spectradyne, Inc. pays Mr. Budow in accordance with the terms of the Budow
Agreement, and also includes confidentiality provisions in effect during the
term of the Budow Agreement and for two years thereafter.

Howard D. Gardner. The Company entered into an employment agreement,
-----------------
effective as of January 1, 1995, with Howard D. Gardner (the "Gardner
Agreement"), pursuant to which Mr. Gardner serves as Senior Vice President of
Technology and Network Operations of the Company. The Gardner Agreement expires
on December 31, 1997. Mr. Gardner's base salary for 1995 is $152,400 and is
subject to a yearly increase based upon the increase during the previous year in
the Consumer Price Index for Urban Wage Earners in Dallas, Texas or any greater
amount approved by the Company's Board of Directors. Mr. Gardner is eligible to
receive an annual incentive payment pursuant to the

Bonus Plan, which will be equal to 50% of his base salary if the Bonus Plan
targets are achieved. Mr. Gardner also is entitled to participate in any
employee benefit plans maintained by the Company.

The Company has the right to terminate Mr. Gardner's employment on thirty
days' notice upon a material breach of the Gardner Agreement by Mr. Gardner.
Upon termination by the Company, Mr. Gardner is entitled to thirty days' pay and
all accrued cash and non-cash compensation to the date of termination.

Mr. Gardner has the right to terminate the Gardner Agreement upon a
material breach of the Gardner Agreement by the Company. Upon such a
termination, Mr. Gardner will be entitled to receive all sums due to him through
the unexpired term of the Gardner Agreement, including his annual base salary
and annual incentive bonus amounts. Mr. Gardner also has the right to terminate
the Gardner Agreement under certain circumstances within two years after a
change of control. Upon such a termination, Mr. Gardner will be entitled to
receive the greater of (a) all sums due to him through the unexpired term of the
Gardner Agreement, including annual base salary and annual incentive bonus
amounts, or (b) two times the sum of Mr. Gardner's annual base salary, plus his
annual incentive bonus for the year in which his employment was terminated, or,
if his annual incentive bonus has not been determined, his annual incentive
bonus for the prior year.

The Gardner Agreement provides that all of Mr. Gardner's work product,
including inventions and original works of authorship, during his employment by
the Company shall belong to the Company. The Gardner Agreement includes non-
competition and confidentiality provisions.

Albert D. Jerome. In 1992, the Company entered into a five-year employment
----------------
agreement with Albert D. Jerome (the "Jerome Agreement"), its former President
and Chief Executive Officer, providing for an annual base salary of $600,000.
Under the Jerome Agreement, Mr. Jerome's base salary was adjusted annually to
reflect increases in the Consumer Price Index for all Urban Consumers. In
addition to an annual base salary, Mr. Jerome's compensation pursuant to the
Jerome Agreement included an annual incentive opportunity with payment based on
attainment by the Company of predetermined cash flow and other financial
criteria. The Jerome Agreement provided that Mr. Jerome's bonuses would not
exceed $350,000 per year. No bonuses were paid in 1994 for cash flow
achievement. Mr. Jerome's employment agreement also provides for a phantom
stock bonus where Mr. Jerome could earn a cash bonus. At December 31, 1994, the
Company had no liability under the phantom stock bonus plan.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------------------------------------------------------

The table below sets forth certain information, to the Company's knowledge,
as of April 3, 1995, unless otherwise indicated, regarding the beneficial
ownership of the Company's Class A and Class B Common Stock, by (i) each person
known by the Company to own beneficially more than 5 percent of its outstanding
shares of Common Stock, (ii) each director of the Company, (iii) the executive
officers of the Company named in the Summary Compensation Table and (iv) all
executive officers and directors of the Company as a group:

CLASS A CLASS B
--------------------------------------- -------------------------------------------
Number of Number of
Shares Shares
Beneficially Percentage of Beneficially Percentage of
Beneficial Owner Owned Shares /1/ Owned Shares/1/
- -------------------------- ----------------- ---------------- ---------------- --------------------

Rainbow Company/2, 3/ 4,593,476 99.9% 4,674,986 19.5%

Gary G. Weik -- -- -- --

Harry S. Budow -- -- 25,183/4/ *

Howard D. Gardner -- -- 9,994/5/ *

Janet L. Dalicandro -- -- 3,598/6/ *

John F. Berardi -- -- -- --

Michael C. Colleran -- -- -- --

John Davis -- -- -- --

Marvin Davis/2, 3/ 4,593,476 99.9% 4,674,986 19.5%

Leonard Goldberg -- -- -- --

Gerald S. Gray -- -- -- --

Sidney Poitier -- -- -- --

Michael J. Seibert -- -- -- --

Stephen D. Silbert -- -- 1,000 *

Skip Victor -- -- 1,000 *

Kenneth Ziffren -- -- -- --

Albert D. Jerome -- -- -- --

Danny G. Hair -- -- 2,000 *

Jon M. Nottingham -- -- -- --

The Equitable Life
Assurance Society of
the United States and
Alliance Capital
Management L.P./7/ -- -- 1,047,934 5.4%

All executive officers and
directors as a group (16
persons)/8/ 4,593,476 99.9% 4,717,756 19.6%

__________________
*Less than 1%.

/1/ Based upon 4,593,526 outstanding shares of Class A Common Stock and
19,390,379 outstanding shares of Class B Common Stock, which are treated
collectively for the purpose of calculating the percentage of shares of
Class B Common Stock held by Rainbow Company ("Rainbow"), Mr. Marvin Davis
and all executive officers and directors as a group.

/2/ Each share of Class A Common Stock is convertible at any time by the holder
thereof into one share of Class B Common Stock. The Class B Common Stock
information included above for Rainbow and Marvin Davis includes (i)
4,593,476 shares of Class B Common Stock issuable upon conversion of shares
of Class A Common Stock, (ii)

78,500 shares of Class B Common Stock held by Davis Oil Company and (iii)
3,010 shares of Class B Common Stock issuable pursuant to presently
exercisable stock options held by Rainbow.

/3/ Rainbow Company is a general partnership controlled by Mr. Marvin Davis
through its general partners, Davis-Rainbow, Inc., and the Marvin Davis and
Barbara Davis Revocable Trust. Rainbow is the record owner of
substantially all of the shares of Class A Common Stock of the Company.
The mailing address of the principal executive office of Rainbow is Suite
2800, 2121 Avenue of the Stars, Los Angeles, California 90067-5000.

/4/ Includes 25,183 shares of Common Stock issuable upon exercise of vested
options.

/5/ Includes 8,994 shares of Common Stock issuable upon exercise of vested
options.

/6/ Includes 3,598 shares of Common Stock issuable upon exercise of vested
options.

/7/ In a joint filing of Schedule 13G dated February 10, 1995, AXA Assurances
I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, Alpha Assurances I.A.R.D.
Mutuelle, Alpha Assurances Vie Mutuelle, and Uni Europe Assurance Mutuelle,
as a group, and AXA and The Equitable Companies Incorporated and its
subsidiaries, reported beneficial ownership with respect to such shares of
the Company's Class B Common Stock. The Equitable Life Assurance Society
of the United States and Alliance Capital Management L.P., subsidiaries of
The Equitable Companies Incorporated, report ownership of 519,020 and
512,414 of such shares of Class B Common Stock, respectively, which were
acquired solely for investment purposes and solely for investment purposes
on behalf of client discretionary investment advisory accounts,
respectively. Additionally, Donaldson, Lufkin & Jenrette Securities
Corporation, a subsidiary of The Equitable Companies Incorporated, reported
shared dispositive power with respect to 16,500 shares held for investment
purposes. The mailing address of the principal business office of The
Equitable Companies Incorporated is 787 Seventh Avenue, New York, New York
10019.

/8/ Excludes Mr. Hair and Mr. Nottingham, who were named in the Summary
Compensation Table, but who resigned in 1994. Includes an aggregate of
40,780 shares of Common Stock issuable upon the exercise of vested options.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------

Pursuant to an employment agreement dated May 25, 1987, Mr. Howard T.
Buchanan, former Chairman of the Board and Chief Executive Officer of
Spectradyne, Inc. and a director of the Company until March 1995 receives
$12,500 per month and customary employee benefits not to exceed $30,000 in any
12-month period in satisfaction of a change-of-control clause, which was
triggered by the acquisition in 1986 of all of the outstanding stock of
Spectradyne, Inc. by the Company. This agreement expired in April 1995.
Payments under this agreement were $166,500 for the year ended December 31,
1994.

Mr. Buchanan also receives annual payments pursuant to the Company's
Executive Retirement Plan, which was adopted in 1985 and then terminated by the
Company in 1987 for new participants. Mr. Buchanan was the only director or
officer of the Company covered by the Executive Retirement Plan in 1994. The
plan provided that the Company would pay to each executive officer who retired
after becoming age 60, provided he had worked for the Company for at least 10
years, the lesser of (i) 60 percent of the highest base compensation (including
salary but not including any bonuses or contributions to other plans) of the
executive officer or (ii) $150,000 each year after retirement for 20 years. In
the event of the death of an executive officer, the Company will pay his
beneficiaries the remaining benefits. The benefits under the plan for executive
officers are unfunded. The Company, however, has purchased insurance to cover
its costs to pay the death benefits described above. The Company paid premiums
of $26,000 during 1994

to insure the death benefit under the plan. Mr. Buchanan received $150,000
under this plan in 1994.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
- ---------------------------------------------------------------------------

(A)(3)EXHIBITS

Exhibit No. Description
- ----------- -----------

2.0 Order dated October 29, 1992 confirming debtors'
plan of reorganization under Chapter 11 of the
bankruptcy code (Filed as Exhibit 2 to the
Company's Report on Form 10-Q for the period
ended September 30, 1992 (Commission File No. 1-
9724) and incorporated herein by reference)

3.1 Certificate of Incorporation of SPI Holding,
Inc. (Filed as Exhibit 3(a) to the Company's
Registration Statement on Form S-4 (Registration
No. 33-16859) and incorporated herein by
reference)

3.1.1 Certificate of Amendment of the Certificate of
Incorporation of SPI Holding, Inc. (Filed as
Exhibit 3(b) to the Company's 1988 Form 10-K
(Commission File No. 1-9724) and incorporated
herein by reference)

3.1.2 Certificate of Amendment of the Certificate of
Incorporation of SPI Holding, Inc. filed April
12, 1989 (Filed as Exhibit 3 to the Company's
Report on Form 8-K dated April 26, 1989
(Commission File No. 1-9724) and incorporated
herein by reference)

3.1.3 Certificate of Amendment of the Certificate of
Incorporation of SPI Holding, Inc. filed
September 13, 1991 (Filed as Exhibit 3.1.3 to
the Company's Registration Statement on Form S-4
(Registration No. 33-43199) and incorporated
herein by reference)

3.1.4 Certificate of Amendment of the Certificate of
Incorporation of SPI Holding, Inc. filed July 1,
1992 (Filed as Exhibit 3.1.4 to the Company's
Registration Statement on Form S-4 (Registration
No. 33-43199) and incorporated herein by
reference)

3.1.5 Certificate of Amendment of the Certificate of
Incorporation of SPI Holding, Inc. filed
November 23, 1992 (Filed as Exhibit 3.1.5 to the
Company's 1992 Form 10-K (Commission File No. 1-
9724) and incorporated herein by reference)

3.1.6 Certificate of Amendment of the Certificate of
Incorporation of SpectraVision, Inc. (Filed as
Exhibit 3.1.6 to the Company's Report of Form
10-Q for the period ended June 30, 1994
(Commission File No. 1-9724) and incorporated
herein by reference)

3.2 Amended and Restated Bylaws of SPI Holding, Inc.
(filed as Exhibit 3.2 to the Company's
Registration Statement on Form S-4 (Registration
No. 33-43199) and incorporated herein by
reference)

3.3 Certificate of Incorporation of Spectradyne,
Inc. (Filed as Exhibit 3.4 to the Company's
Registration Statement on Form S-1/S-3
(Registration No. 33-62502) and incorporated
herein by reference)

3.4 Amended and Restated Bylaws of Spectradyne, Inc.
(Filed as Exhibit 3.5 to the Company's
Registration Statement on Form S-2/S-3
(Registration No. 33-62502) and incorporated
herein by reference)

3.6 Certificate of Incorporation of SPI Newco, Inc.
(Filed as Exhibit 3.6 to the Company's
Registration Statement on Form S-1/S-3
(Registration No. 33-62502) and incorporated
herein by reference)

3.7 By-Laws of SPI Newco, Inc. (Filed as Exhibit 3.7
to the Company's Registration Statement on Form
S-1/S-3 (Registration No. 33-62502) and
incorporated herein by reference)

4.1 Indenture dated as of November 23, 1992 by and
among SPI Holding, Inc., Spectradyne, Inc., SPI
Newco, Inc., and U.S. Trust Company of Texas,
N.A., as Trustee, re: 11 1/2% Senior
Subordinated Reset Notes due 2002 (Filed as
Exhibit 4.2 to the Company's 1992 Form 10-K
(Commission File No. 1-9724) and incorporated
herein by reference)

4.2 Form of Note (Filed as Exhibit 4.2 to the
Company's Registration Statement on Form S-1/S-2
(Registration No. 33-66762) and incorporated
herein by reference)

4.4 Contingent Value Rights Agreement dated as of
November 23, 1992 by and among SPI Holding,
Inc., Spectradyne, Inc., and U.S. Trust Company
of Texas, N.A., as Trustee, re: Contingent Value
Rights (Filed as Exhibit 4.3 to the Company's
1992 Form 10-K (Commission File No. 1-9724) and
incorporated herein by reference)

4.5 Form of Indenture dated as of October 1, 1993 by
and among SPI Holding, Inc., Spectradyne, Inc.,
SPI Newco, Inc., and First Trust National
Association, as Trustee, re: 11 1/2% Senior
Discount Notes due 2001 (Filed as Exhibit 4.5 to
the Company's Registration Statement on Form S-
1/S-3 (Registration No. 33-66762) and
incorporated herein by reference)

10.9 Agreement dated January 1, 1990 between
Spectradyne, Inc. and International Alliance
Theatrical Stage Employees and Moving Picture
Machine Operators of the United States and
Canada, AFL-CIO (filed as Exhibit 10.1 to the
Company's Registration Statement on Form S-4
(Registration No. 33-43199) and incorporated
herein by reference)

10.12 Warrant Agreement dated as of October 8, 1987,
between SPI Holding, Inc. and the rights agent
thereunder (Filed as Exhibit 10(u) to the
Company's 1988 Form 10-K (Commission File No. 1-
9724) and incorporated herein by reference)

10.13 Terms and conditions of Credit Facilities dated
as of April 5, 1990 between The Royal Bank of
Canada and Spectravision of Canada, Inc. (filed
as Exhibit 10.10 to the Company's Registration
Statement on Form S-4 (Registration No. 33-
43199) and incorporated herein by reference)

10.15 Employment Agreement dated as of January 28,
1992 between SPI Holding, Inc., Spectradyne,
Inc. and Albert D. Jerome (Filed as Exhibit
10.15 to the Company's Registration Statement on
Form S-4 (Registration No. 33-43199) and
incorporated herein by reference)

10.16* Employment Agreement dated August 31, 1994
between SpectraVision and Gary Weik

10.17* Amendment Number One dated January 1, 1995 to
Employment Agreement between SpectraVision and
Gary Weik

10.18* Restated Employment Agreement dated September
21, 1994 between SpectraVision, Inc. and Richard
M. Gozia

10.19 Personal Services Agreement dated April 5, 1994
between Spectradyne, Inc. and Harry S. Budow and
Amendment to the Personal Services Agreement
dated March 24, 1994 between Spectradyne, Inc.
and Harry S. Budow (Filed as Exhibits 10.14 and
10.15 to the Company's 1993 Form 10-K
(Commission File No. 1-9724) and incorporated
herein by reference).

10.20* Employment Agreement dated January 1, 1995
between SpectraVision, Inc. and Howard D.
Gardner.

10.21* Restated Employment Agreement dated December 5,
1994 between SpectraVision, Inc. and Elaine
Parrish

10.22 Executive Retirement Plan (Filed as Exhibit
10(g) to Spectradyne, Inc.'s 1986 Form 10-K
(Commission File No. 0-9312) and incorporated
herein by reference)

10.23 Management Incentive Bonus Plan of
SpectraVision, Inc. dated February 2, 1994
(Filed as Exhibit 10.17 to the Company's 1993
Form 10-K (Commission File No. 1-9724) and
incorporated herein by reference.)

10.24 Agreement for Phase 1 Information Technology
Services between Spectradyne, Inc. and
Electronic Data Systems Corporation dated as of
July 28, 1993.

10.25 Phase 2 Information Technology Product and
Service Agreement between Electronic Data
Systems

Corporation and Spectradyne, Inc., dated as of
August 27, 1993.

10.26 Addendum No. 2 to Phase 2 Operating Lease,
between Spectradyne, Inc. and Electronic Data
Systems Corporation, dated as of August 27,
1993.

10.27 Addendum No. 4 to Phase 1 Operating Lease
between Spectradyne, Inc. and Electronic Data
Systems Corporation, dated as of July 28, 1993.

10.28 Special Provisions Agreement among Spectradyne,
Inc., SpectraVision, Inc., and Electronic Data
Systems Corporation, dated as of January 1,
1995.

10.29 Technology Services Agreement between
Spectradyne, Inc. and Certech Technology, Inc.,
dated as of December 17, 1993.

10.30 Personal Computer Functionality Management
Agreement between SPI Holding, Inc. and EDS
Technical Products Corporation, dated July 28,
1993.

22* Subsidiaries of SpectraVision, Inc.

27* Financial Data Schedule for the year ended
December 31, 1994.

__________________________

* Previously filed with the Form 10-K on April 6, 1995.

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) 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, IN THE CITY OF
RICHARDSON, STATE OF TEXAS ON APRIL 28, 1995.

SpectraVision, Inc.

By: /s/ Richard M. Gozia
------------------------------------------
Richard M. Gozia
Executive Vice President and
Chief Financial Officer