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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1
ON
FORM 10-K/A
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X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- ---- ACT OF 1934

For the Fiscal Year Ended August 31, 1997
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- ---- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission file number 1-8654
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UNITEL VIDEO, INC.
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(Exact name of registrant as specified in its charter)

Delaware 23-1713238
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

555 West 57th Street, New York, New York 10019
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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (212) 265-3600
------------------------

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of each exchange on which registered
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Common Stock, $.01 par value 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
--- ---

(Cover Page: 1 of 2 Pages)

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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 the 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 voting stock (based on the closing price
of such stock on the American Stock Exchange) held by non-affiliates of the
Registrant at November 21, 1997 was approximately $16,090,000.

There were 2,674,665 shares of Common Stock outstanding at November 21,
1997.

PART III

Item 10. Directors and Executive Officers of the Registrant.

Name Age Title
- ------------------------------------------------------------------------------------------------------------------------

Barry Knepper....................... 47 President, Chief Executive Officer and Director

Richard L. Clouser.................. 57 Senior Vice President--Corporate, President of the Mobile Division
and Director

Karen Ceil Lapidus.................. 40 Vice President, General Counsel and Secretary

Jill Debin Cohen.................... 45 President of the Unitel New York Post Production Division

Albert Walton....................... 52 President of the Editel Los Angeles Division

Tom Eyring.......................... 45 Chief Technology Officer

Edwin Levine........................ 58 President of the Unitel New York Studios Division

George C. Horowitz.................. 45 Chief Financial Officer

Herbert Bass........................ 68 Director

Alex Geisler........................ 74 Director

Philip S. Birsh..................... 38 Director

Walter G. Arader.................... 76 Director

There are no family relationships among any of the persons listed above.

Mr. Knepper has been President and Chief Executive Officer of the Company
since April 1996 and a Director since May 1995. He has served as Senior Vice
President-Finance and Administration from April 1995 to May 1996 and as Chief
Financial Officer from January 1982 to April 1995.

Mr. Clouser has been President of the Mobile division of the Company since
1982, Senior Vice President-Corporate since April 1996 and a Director since
October 1996.

Ms. Lapidus has been General Counsel and Secretary of the Company since
January 1994 and a Vice President since April 1996. From 1984 until joining the
Company, Ms. Lapidus was an associate attorney at Mudge Rose Guthrie Alexander &
Ferdon, a New York law firm.

Ms. Debin Cohen has been President of the Unitel New York Post Production
division since August 1996. From June 1995 to August 1996 she was President of
the Windsor Video division which became a part of the Unitel New York Post
Production division in August 1996. From November 1993 to June 1995 she was the
Vice President/General Manager of the Windsor Video division. Ms. Debin Cohen
was the Vice President of Operations for the Editel New York division from 1988
through November 1993.

Mr. Walton has been President of the Editel Los Angeles division since July
1995. From May 1994 through July 1995 he was the Director of New Business
Development for the Editel Los Angeles division. He served as Vice President of
CIS from 1988 through 1994, a Hollywood based specialized visual effects
company.

Mr. Eyring has been Chief Technology Officer since June 1995. From 1991 to
June 1995 he was Vice President of Engineering of the Editel New York division
and from 1982 through 1991 he was Director of Engineering Services for the
Editel New York division.

Mr. Levine has been President of the Unitel New York Studios division since
August 1996. From June 1975 to August 1996 he was Vice President of Technical
Operations for the Unitel New York division of the Company.

Mr. Horowitz has been Chief Financial Officer of the Company since April
1996. From May of 1993 through June of 1996 he was Director of Finance for the
Company.

Messrs. Bass and Geisler have served as Directors of the Company since its
founding in 1969. Mr. Bass served as President of the Company and Mr. Geisler as
Executive Vice President of the Company from 1969 until 1989, when they became
Co-Chairmen and Co-Chief Executive Officers. In August 1993, they relinquished
their duties as Co-Chief Executive Officers and, from that date through August
1996 they each served as consultants to the Company. Messrs. Bass and Geisler
have been private investors since September 1996.

Mr. Arader has been a Director of the Company since March 1981 and has been
Chairman and Chief Executive Officer of Walter G. Arader & Associates, a
financial and management consulting firm, since January 1993. For more than five
years prior thereto, Mr. Arader was Chairman and Chief Executive Officer of the
financial and management consulting firm of Arader, Herzig & Associates, Inc.
Mr. Arader is a former Commissioner of the Pennsylvania Securities Commission
and a former Secretary of Commerce of the Commonwealth of Pennsylvania. Mr.
Arader is a Director of HMG/Courtland, Inc.

Mr. Birsh has been a Director of the Company since April 1992 and Publisher
of Playbill Incorporated, which publishes "Playbill" Magazine, and President and
Publisher of Racing Today Publishing Inc., which publishes a variety of racing
magazines, since March 1992. In January 1992, Mr. Birsh became President of AP
Realty Corp., a real estate investment company. From May 1989 to February 1992,
Mr. Birsh was Senior Vice President and Director of the private business group
of Kidder Peabody & Co. Incorporated, and for the nine years prior to May 1989,
Mr. Birsh was with Drexel Burnham Lambert Incorporated. At his departure in
1989, Mr. Birsh was a vice president in the mergers and acquisitions department.

The Company's Board of Directors presently consists of six Directors divided
into three classes. Walter G. Arader and Philip S. Birsh serve as Class I
Directors, Barry Knepper and Richard Clouser serve as Class II Directors and
Herbert Bass and Alex Geisler serve as Class III Directors. The term of office
of Class I Directors continues until the Company's 2000 Annual Meeting of
Stockholders, the term of office of Class II Directors continues until the
Company's 1999 Annual Meeting of Stockholders and the term of office of Class
III Directors continues until the Company's 1998 Annual Meeting of Stockholders.

Each officer of the Company serves, at the pleasure of the Board of
Directors, for a term of one year and until his successor is elected and
qualified.

Item 11. Executive Compensation.

Summary Compensation Table

The following table sets forth certain summary information concerning
compensation with respect to each person who served as the Company's Chief
Executive Officer during the fiscal year ended August 31, 1997 and each of the
Company's four other most highly compensated executive officers:

Long Term
Compensation
Awards
Annual Compensation -------------
--------------------- Securities All Other
Name and Bonus Underlying Compen-
Principal Position Year Salary $ (1) $ Options(#) sation $
- ------------------------------------------------------------- --------- ---------- --------- ------------- -----------

Barry Knepper................................................ 1997 $ 183,365 $ 1,568(2)
President and Chief Executive Officer 1996 $ 159,413 25,000 1,389
1995 $ 138,972 10,000 1,600

Richard Clouser.............................................. 1997 $ 206,654 $ 1,568(2)
Senior Vice President Corporate and President, Mobile 1996 $ 191,083 $ 73,405 12,500 1,389
Division 1995 $ 173,916 $ 69,300 1,600

Mark Miller.................................................. 1997 $ 177,934
Former President, Unitel-Hollywood Division (3) 1996 $ 172,517
1995 $ 166,009

Albert Walton................................................ 1997 $ 207,231(4)$ 40,000 $ 1,568(2)
President, Editel-Los Angeles Division 1996 $ 152,454 10,000 141
1995 $ 99,597

Thomas Eyring................................................ 1997 $ 162,254 $ 1,568(2)
Chief Technology Officer 1996 $ 157,587 $ 8,100 7,500 776
1995 $ 151,805

(1) Bonus compensation is shown for the fiscal year in which earned.

(2) Includes the value, as at August 31, 1997, of shares of Common Stock
allocated to such executive officer under the Company's Savings Plan during
the fiscal year ended August 31, 1997.

(3) Mr. Miller's employment with the Company terminated in October 1997.

(4) Includes $24,957 in respect of salary earned in fiscal 1996 and paid in
fiscal 1997.

Employment and Severance Arrangements

During fiscal 1997, Mr. Albert Walton was a party to an employment agreement
with the Company pursuant to which he served as President of the Editel Los
Angeles division of the Company. Under the agreement, the term of which ends on
August 31, 1998, Mr. Walton receives a base salary at the rate of $190,000 per
annum. In addition, Mr. Walton receives bonus compensation during the term of
the agreement equal to 5% of the pre-tax net income of the Editel Los Angeles
division for the Company's 1997 and 1998 fiscal years and a one time $40,000
bonus payment. Under the agreement, Mr. Walton is provided with an automobile
and related expense allowance.

During fiscal 1997, Mr. Mark Miller was a party to an employment agreement
with the Company pursuant to which he served as President of the Company's
Unitel- Hollywood division. Under the agreement, in fiscal 1997 Mr. Miller was
entitled to receive a base salary at the rate of $178,500 per annum and bonus
compensation in an amount equal to 5% of the pre-tax net income of the
Unitel-Hollywood division. In addition, Mr. Miller was provided with an
automobile and related expense allowance. Mr. Miller and the Company terminated
the agreement in October 1997 at which time the Company agreed to pay to Mr.
Miller severance in an amount equal to twenty-two weeks of his base salary and
Mr. Miller left the employ of the Company.

Commencing September 1, 1997, Mr. Barry Knepper has an employment agreement
with the Company pursuant to which he serves as President and Chief Executive
Officer of the Company. Under the agreement, the term of which is one year with
automatic one-year renewals unless either party gives 90 days notice of
termination, Mr. Knepper receives a base salary at the rate of $200,000 per
annum with a consumer price index increase each May 1st (a minimum of 5%) during
the term. In addition, Mr. Knepper is entitled to receive bonus compensation for
all fiscal years of the Company during the term of the agreement equal to 2-1/2%
of consolidated pretax profits of the Company. Under the Agreement Mr. Knepper
is also provided with an automobile and related expense allowance. In the event
of a change in control (as defined in the agreement) of the Company and the
termination of Mr. Knepper's employment in certain circumstances, under the
agreement the Company will pay to Mr. Knepper severance in an amount equal to
the greater of one year's base salary and the remaining base salary for the
employment term plus a pro-rata portion of the current year's bonus amount.

The Company has entered into severance agreements with Messrs. Clouser and
Eyring through December 31, 1998 which automatically renew on such date and on
every one-year anniversary thereafter unless terminated by the Company. In the
event of a change of control (as defined in such agreements) of the Company and
the termination of the officer's employment in certain circumstances, the
Company will pay to such officer severance in an amount equal to one-half of his
annual base salary.

Stock Options

The Company currently grants stock options to employees and directors under
the Company's 1992 Stock Option Plan (the "1992 Plan"). During the fiscal year
ended August 31, 1997, no stock options were granted to or exercised by any of
the executive officers named in the Summary Compensation Table. The following
table sets forth certain information with respect to the number and value of
unexercised options held by such officers as of August 31, 1997.

AGGREGATED OPTION EXERCISES IN FISCAL 1997 AND
FISCAL 1997 YEAR-END OPTION VALUES

Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options Options
Shares Acquired at FY-End(#) at FY-End($)
On Exercise Value Realized Exercisable/ Exercisable/
Name (#) ($) Unexercised Unexercisable
- ------------------------------------------ ------------------- ----------------- ---------------- -----------------

Barry Knepper............................. -- -- 38,000/19,000 $23,100/$26,250
Richard Clouser........................... -- -- 35,000/7,500 $14,350/$13,125
Mark Miller............................... -- -- 0/0 0/0
Albert Walton............................. -- -- 4,000/6,000 $7,000/$10,500
Thomas Eyring............................. -- -- 3,500/4,000 $6,305/$7,120

Compensation of Directors

Directors who are not employees of the Company receive $2,500 each fiscal
quarter and $1,000 for each Board of Directors' meeting and each committee
meeting attended. Pursuant to the terms of the 1992 Plan, each director of
the Company who is not an employee of the Company or any subsidiary of the
Company is automatically granted an option to purchase 3,000 shares of Common
Stock on May 1 of each year during the term of the 1992 Plan. During fiscal
1997, Messrs. Arader, Birsh, Bass and Geisler were granted an option under
the 1992 Plan to purchase 3,000 shares of Common Stock at an exercise price
of $6.00, the fair market value per share of Common Stock of the Company on
the date of grant.

Item 12. Share Ownership of Certain Beneficial
Owners and Management.

The following table sets forth information on December 22, 1997 (except as
indicated below) with respect to each person (including any "group" as that term
is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")), who is known by the Company to be the beneficial owner or
more than 5% of the Company's Common Stock. Unless otherwise indicated, each
beneficial owner named below has sole voting and dispositive power with respect
to the shares of Common Stock indicated as beneficially owned by such owner.

Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
- ------------------------------------------------------------------------------- --------------------- -------------

Herbert Bass................................................................... 181,379(1) 6.8%
146 Waters Edge
Admiral's Cove
Jupiter, Florida 33477

Alex Geisler................................................................... 211,353(2) 7.9%
131 Regatta Drive
Admiral's Cove
Jupiter, Florida 33477

Dimensional Fund Advisors Inc.................................................. 166,100(3) 6.2%
1299 Ocean Avenue
Santa Monica, California 90401

Kennedy Capital Management, Inc................................................ 144,560(4) 5.4%
10829 Olive Blvd.
St. Louis, Missouri 63141

Investment Counselors of Maryland.............................................. 175,000(5) 6.5%
803 Cathedral Street
Baltimore, Maryland 21201

(1) Includes 8,000 shares subject to presently exercisable stock options.

(2) Includes 8,000 shares subject to presently exercisable stock options, 57,193
shares held by Jean Z. Geisler (Mr. Geisler's wife) as trustee for the
benefit of the Geisler's children and 67,234 shares held by Mrs. Geisler,
with respect to all of which shares Mr. Geisler has sole voting and
dispositive power. Mr. and Mrs. Geisler disclaim beneficial ownership as to
the 57,193 shares held by Mrs. Geisler as trustee.

(3) Pursuant to a Schedule 13G, as amended, dated February 5, 1997 filed by
Dimensional Fund Advisors Inc. ("DFA") with the Securities and Exchange
Commission (the "SEC"), DFA has indicated that all shares listed in the
table above opposite its name are owned by advisory clients of DFA, no one
of which, to DFA's knowledge, owns more than 5% of the Company's Common
Stock. DFA has indicated that it has sole dispositive power with respect to
all such shares of Common Stock, that it has sole voting power with respect
to 123,100 of such shares and that certain of its officers, who also serve
as officers of DFA Investment Dimensions Group Inc. (the "Fund") and The DFA
Investment Trust Company

(the "Trust"), each an open-end management investment company registered
under the Investment Company Act of 1940, vote 23,200 additional shares of
Common Stock which are owned by the Fund and 19,800 shares of Common Stock
which are owned by the Trust.

(4) Pursuant to a Schedule 13G dated February 10, 1997 filed by Kennedy Capital
Management, Inc., a Missouri corporation ("KCM"), with the SEC, KCM has
indicated that it owns all shares listed in the table above opposite its
name and that it had sole dispositive power and sole voting power with
respect to all of such shares.

(5) Pursuant to a Schedule 13G dated February 14, 1997 filed by Investment
Counselors of Maryland, an investment advisor registered under the
Investment Advisor's Act of 1940 ("ICM"), with the SEC, ICM has indicated
that all shares listed in the table above opposite its name are owned by
advisory clients of ICM, that it has sole dispositive power with respect to
all of such shares and sole voting power as to 155,000 of such shares.

The following table sets forth information at December 22, 1997 with respect
to the beneficial ownership of the Company's Common Stock by (a) each director
(b) each executive officer named in the Summary Compensation Table under the
caption "EXECUTIVE COMPENSATION" and (c) all directors and executive officers of
the Company as a group (13 persons). Unless otherwise indicated, each person
named below and each person in the group named below has sole voting and
dispositive power with respect to the shares of Common Stock indicated as
beneficially owned by such person or group.

Amount and Nature of Percent
Name of Beneficial Owner Beneficial Ownership of Class
- --------------------------------------------------------------------------------- --------------------- -----------

Herbert Bass..................................................................... 181,379(1) 6.8%
Alex Geisler..................................................................... 211,353(2) 7.9%
Walter G. Arader................................................................. 28,000(3) 1.0%
Philip S. Birsh.................................................................. 17,400(4) *
Barry Knepper.................................................................... 57,835(5) 2.1%
Richard Clouser.................................................................. 59,908(6) 2.2%
Mark Miller...................................................................... 1,199(7) *
Thomas Eyring.................................................................... 7,062(8) *
Albert Walton.................................................................... 7,449(9) *
All directors and executive officers as a group (13 persons)..................... 625,093(10) 21.9%

* Less than one percent.

(1) See footnote (1) above to the first table under the caption "Share
Ownership of Certain Beneficial Owners and Management" for information as to
the beneficial ownership by Mr. Bass of the Company's Common Stock.

(2) See footnote (2) above to the first table under the caption "Share
Ownership of Certain Beneficial Owners and Management" for information as to
the beneficial ownership by Mr. Geisler of the Company's Common Stock.

(3) Includes 20,000 shares issuable to Mr. Arader pursuant to presently
exercisable stock options.

(4) Includes 10,000 shares issuable to Mr. Birsh pursuant to presently
exercisable stock options.

(5) Includes 38,000 shares issuable to Mr. Knepper pursuant to presently
exercisable stock options, 4,635 shares allocated to Mr. Knepper and held in
his account under the Savings Plan, 2,100 shares held by Mr. Knepper in an
Individual Retirement Account and 3,200 shares purchasable by Mr. Knepper
under the Company's Employee Stock Purchase Plan (the "Purchase Plan").

(6) Includes 35,000 shares issuable to Mr. Clouser pursuant to presently
exercisable stock options, 1,914 shares allocated to Mr. Clouser and held in
his account under the Savings Plan and 3,200 shares purchasable by Mr.
Clouser under the Purchase Plan. Also includes 15,000 shares issuable to Mr.
Clouser's wife pursuant to presently exercisable stock options, 1,594 shares
allocated to his wife and held in her account under the Savings Plan and
3,200 shares purchasable by her under the Purchase Plan, with respect to all
of which shares Mr. Clouser disclaims beneficial ownership.

(7) Includes 1,199 shares allocated to Mr. Miller and held in his account under
the Savings Plan.

(8) Includes 3,500 shares issuable to Mr. Eyring pursuant to presently
exercisable stock options, 362 shares allocated to Mr. Eyring and held in
his account under the Savings Plan and 3,200 shares purchasable by Mr.
Eyring under the Purchase Plan.

(9) Includes 4,000 shares issuable to Mr. Walton pursuant to presently
exercisable stock options, 249 shares allocated to Mr. Walton and held in
his account under the Savings Plan and 3,200 shares purchasable by Mr.
Walton under the Purchase Plan.

(10) Includes 152,500 shares issuable to executive officers and directors of the
Company pursuant to presently exercisable stock options and 28,800 shares
purchasable by executive officers of the Company under the Purchase Plan.

Item 13. Certain Relationships
and Related Transactions.

The Company is a party to an agreement (each, an "Agreement") with each of
Messrs. Herbert Bass and Alex Geisler, Directors and former Co-Chairmen and
Co-Chief Executive Officers of the Company. Under the Agreements, Messrs. Bass
and Geisler served as consultants to the Company through August 31, 1996.
Beginning September 1, 1996, Mr. Bass and Mr. Geisler are each entitled to
receive retirement benefits for the rest of his life at an annual rate of
$92,061 per annum. These retirement benefits are payable for a minimum of 10
years and will be paid to the person's estate in the event of his death prior to
August 31, 2006. They are also entitled to receive non-competition payments of
$50,000 per annum for the 10 years following the terms of the Agreements.

Susan Devlin, wife of Richard Clouser, Senior Vice President-Corporate and
President of the Company's Mobile division, was employed by the Company during
the fiscal year ended August 31, 1997 as a vice president of its Mobile division
and, during fiscal 1997, was paid a salary of $165,323.

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K

(a) 1. The following financial statements of the Company are
included in Part II, Item 8:

Page
---------

Report of Grant Thornton LLP Independent Accountants...................................................... 20
Consolidated Balance Sheets--August 31, 1997 and 1996..................................................... 21-22
Consolidated Statements of Operations--Years Ended August 31, 1997, 1996, and 1995........................ 23
Consolidated Statement of Stockholders' Equity--Years Ended August 31, 1997, 1996 and 1995................ 24
Consolidated Statements of Cash Flows -Years Ended August 31, 1997, 1996 and 1995......................... 25-27
Notes to Consolidated Financial Statements................................................................ 28-42

2. The following schedule is included in Part IV:

Consolidated Financial Statement Schedule

Schedule II--Valuation and Qualifying Accounts and Reserves............................................... 50

All other schedules are omitted because they are not applicable, not
required or the required information is included in the consolidated financial
statements or notes thereto.

(b) Reports on Form 8-K. No reports on Form 8-K were filed by
the Company during the three months ended August 31, 1997.

1. Exhibit 3(A). Certificate of Incorporation, as amended
(incorporated by reference to Exhibit 3(A) of the Registrant's Annual Report
on Form 10-K filed November 24, 1992 (File No. 1-8654)).

2. Exhibit 3(B). Amended and Restated By-laws (incorporated by
reference to Exhibit 3(ii) of the Registrant's Quarterly Report on form 10-Q
filed April 15, 1996 (file No. 1-8654)).

3. Exhibit 4(A). Specimen of Stock Certificate (incorporated
by reference to Exhibit 4 of the Registrant's Annual Report on form 10-K
filed November 29, 1984 (File No. 1-8654)).

4. Exhibit 4(B). Amended and Restated Loan and Security
Agreement dated as of December 12, 1995 among Unitel Video, Inc., R Squared,
Inc., and Heller Financial, Inc. as agent and lender (incorporated by
reference to Exhibit 4(B) of the Registrant's Annual Report on form 10-K
filed December 14, 1995 (File No. 1-8654)).

5. Exhibit 4(C). First Amendment and Limited Waiver to Loan and
Security Agreement dated November 26, 1996.

6. Exhibit 4(D). Second Amendment to Loan and Security
Agreement and Limited Waiver dated as of February 24, 1997 (incorporated by
reference to Exhibit 4(A) of the Registrant's Quarterly Report on Form 10-Q
filed July 9, 1997 (File No. 1-8654)).

7. Exhibit 4(E). Third Amendment and Limited Waiver to Amended
and Restated Loan and Security Agreement dated as of March 21, 1997
(incorporated by reference to Exhibit 4(B) of the Registrant's Quarterly
Report on Form 10-Q filed July 9, 1997 (File No. 1-8654)).

8. Exhibit 4(F). Fourth Amendment to Amended and Restated Loan
and Security Agreement dated as of May 7, 1997 (incorporated by reference to
Exhibit 4(C) of the Registrant's Quarterly Report on Form 10-Q filed July 9,
1997 (File No. 1-8654)).

9. Exhibit 4(G). Fifth Amendment to Amended and Restated Loan
and Security Agreement dated as of July 24, 1997.

10. Exhibit 4(H). Reimbursement Agreement dated as of July 1,
1997 between Unitel Video, Inc. and Heller Financial, Inc., as agent.

11. Exhibit 4(I). Second Amended and Restated Credit Agreement
dated as of December 12, 1995 between Unitel Video, Inc. and The Chase
Manhattan Bank, N.A. (incorporated by reference to Exhibit 4(C) of the
Registrant's Annual Report on Form 10-K filed December 14, 1995 (File No.
1-8654)).

12. Exhibit 4(J). Waiver to Loan and Security Agreement dated
April 12, 1996 (incorporated by reference to Exhibit 4(D) of the Registrant's
Annual Report on Form 10-K filed November 27, 1996 (File No. 1-8654)).

13. Exhibit 4(K). Waiver and Agreement to Amend Financial
Covenants dated November 27, 1996 (incorporated by reference to Exhibit 4(E)
of the Registrant's Annual Report on Form 10-K filed November 27, 1996 (File
No. 1-8654)).

14. Exhibit 4(L). First Amendment to Second Amended and Restated
Credit Agreement dated as of May 31, 1997.

15. Exhibit 4(M). Loan Agreement dated as of July 1, 1997
between Unitel Video, Inc. and the Allegheny County Industrial Development
Authority.

16. Exhibit 4(N). Pledge Agreement dated as of July 1, 1997
among Unitel Video, Inc., PNC Bank, National Association and Heller
Financial, Inc., as agent.

17. Exhibit 10. Material Contracts:

10(A). Amended Non-Qualified Stock Option Plan of Unitel Video,
Inc. (incorporated by reference to Exhibit 10(A) of the Registrant's Annual
Report on Form 10-K filed November 27, 1996 (File No. 1-8654)).*

10(B). Lease Agreement between Unitel Video, Inc. and
Educational Broadcasting Corporation dated July 16, 1993 (incorporated by
reference to Exhibit 10(B) of the Registrant's Annual Report on Form 10-K
filed November 26, 1993 (File No. 1-8654)).

10(C). Amended Non-Statutory Stock Option Plan of Unitel Video, Inc.
(incorporated by reference to Exhibit 10(C) of the Registrant's Annual
Report on Form 10-K filed November 27, 1996 (File No. 1-8654)).*

10(D). Amended Employee Stock Purchase Plan of Unitel Video, Inc.
(incorporated by reference to Exhibit 10(D) of the Registrant's Annual
Report on Form 10-K filed November 27, 1996 (File No. 1-8654)).*

10(E). Employment & Consulting Agreement between Unitel Video, Inc. and
Herbert Bass dated as of May 26, 1988 (incorporated by reference to Exhibit
10(R) of the Registrant's Annual Report on Form 10-K filed December 13, 1989
(File No. 1-8654)).*

10(F). Employment & Consulting Agreement between Unitel Video, Inc. and
Alex Geisler dated as of May 26, 1988 (incorporated by reference to Item
14(C)4(S) of the Registrant's Annual Report on form 10K filed December 13,
1989 (File No. 1-8654)).*

10(G). Amendment to Employment and Consulting Agreement dated as of
February 14, 1996 between Unitel Video, Inc. and Alex Geisler. (incorporated
by reference to Exhibit 10(G) of the Registrant's Annual Report on Form 10-K
filed November 27, 1996 (File No. 1-8654)).*

10(H). Lease Agreement between UNV, Inc. and HBWC Limited Partnership
dated as of August 12, 1988 (incorporated by reference to Exhibit 10(U) of
the Registrant's Annual Report on Form 10-K filed December 13, 1989 (File
No. 1-8654)).

10(I). Lease Agreements between Windsor Video, Inc. and Time Equities
Inc. dated as of September 4, 1986 (incorporated by reference to Exhibit
10(V) of the Registrant's Annual Report on form 10-K filed December 13, 1989
(File No. 1-8654)).

10(J). Amendment to each Lease Agreement between Windsor Video, Inc. and
Time Equities Inc. dated as of July 13, 1994 and July 18, 1994 (incorporated
by reference to Exhibit 10(K) of the Registrant's Annual Report on form 10-K
filed November 28, 1994 (File No. 1-8654)).

10(K). Lease Agreement between Unitel Video, Inc. and CBS, Inc. dated as
of June 15, 1990 (incorporated by reference to Exhibit 10(Y) of the
Registrant's Annual Report on Form 10-K filed November 26, 1990 (File No.
1-8654)).

10(L). Amendment to Lease Agreement dated July 11, 1996 between Unitel
Video, Inc. and CBS, Inc. (incorporated by reference to Exhibit 10(L) of the
Registrant's Annual Report on Form 10-K filed November 27, 1996 (File No.
1-8654)).

10(M). Assumption and Assignment of Lease between Unitel Video, Inc. and
VCA/Teletronics Inc. dated May 19, 1990 (incorporated by reference to
Exhibit 10(AA) of the Registrant's Annual Report on Form 10-K filed November
26, 1990 (File No. 1-8654)).

10(N). Amendment to Lease between Unitel Video, Inc. and Stage 57 Co.
dated May 14, 1990 (incorporated by reference to Exhibit 10(BB) of the
Registrant's Annual Report on Form 10-K filed November 26, 1990 (File No.
1-8654)).

10(O). Second Amendment to Lease between Unitel Video, Inc. and Stage 57
Co. dated as of May 1, 1994 (incorporated by reference to Exhibit 10(O) of
the Registrant's Annual Report on Form 10-K filed November 28, 1994 (File
No. 1-8654)).

10(P). Amended 1992 Stock Option Plan. (incorporated by reference to
Exhibit 10 to the Registrant's Quarterly Report on Form 10-Q filed April 7,
1997 (File No. 1-8654)).*

10(Q). Lease Termination and Release Agreement dated as of March 13,
1996 between Unitel Video, Inc. and Putman Publishing Company (Incorporated
by reference to Exhibit 10(Q) of the Registrant's Annual Report on Form 10-K
filed November 27, 1996 (File No. 1-8654)).

10(R). Assignment, Assumption and Acceptance of Lease between Scanline
Communications and Unitel Video, Inc. (incorporated by reference to Exhibit
10(V) of the Registrant's Annual Report on Form 10-K filed November 24, 1992
(File No. 1-8654)).

10(S). Asset Purchase Agreement dated as of May 5, 1992 between Unitel
Video, Inc. and Scanline Communications (incorporated by reference to
Exhibit 2.1 of the Registrant's Current Report on Form 8-K dated May 15,
1992 (File No. 1-8654)).

10(T). Amendment dated as of October 29, 1992 to Asset Purchase
Agreement dated as of May 5, 1992 between Unitel Video, Inc. and Scanline
Communications (incorporated by reference to Exhibit 10(X) of the
Registrant's Annual Report on Form 10-K filed November 24, 1992 (File No.
1-8654)).

10(U). Lease Agreement between First East Associates and Unitel Video,
Inc. dated May 26, 1993 and Sublease dated May 26, 1993 between Unitel
Video, Inc. and KingWorld Productions, Inc.(incorporated by reference to
Exhibit 10(U) of the Registrant's Annual Report on Form 10-K filed November
26, 1993 (File No. 1-8654)).

10(V). Sublease Agreement dated April 1, 1987 between R.E. Graphics,
Inc. (f/k/a Micor, Inc.) and Scanline Communications, together with
Modification dated February 1989 of Sublease Agreement (incorporated by
reference to Exhibit 10(AA) of the Registrant's Annual Report on Form 10-K
filed November 24, 1992 (File No. 1-8654)).

10(W). Sublease Agreement dated January 1, 1982 between Columbia
Pictures Industries, Inc. and Bell & Howell/Columbia Pictures Video Services,
together with letter dated April 3, 1989 from Columbia Pictures to Scanline
Communications and undated Letter from Columbia Pictures to 43rd Street
Estates Corp. (incorporated by reference to Exhibit 10(BB) of the
Registrant's Annual Report on Form 10-K filed November 24, 1992 (File No.
1-8654)).

10(X). Third Tier Sublease, dated May 14, 1996, between Unitel Video,
Inc. and Photo-Magnetic Sound Studios Inc. (incorporated by reference to
Exhibit 10(X) of the Registrant's Annual Report on Form 10-K filed November
27, 1996 (File No. 1-8654)).

10(Y). Sublease Agreement dated as of July 3, 1996 between Unitel Video,
Inc. and Henry Dreyfuss Associates and Second Tier Sublease dated as of July
3, 1996 between Unitel Video, Inc. and Paramount Pictures Corporation
(incorporated by reference to Exhibit 10(Y) of the Registrant's Annual
Report on Form 10-K filed November 27, 1996 (File No. 1-8654)).

10(Z). 401K Employee Savings and Stock Ownership Plan of Unitel Video,
Inc. effective July 1, 1992 (incorporated by reference to Exhibit 10(X) of
the Registrant's Annual Report on Form 10-K filed November 26, 1993 (File
No. 1-8654)).*

10(AA). Asset Purchase Agreement dated as of February 24, 1995 between
Jee See & Co., Inc. and Unitel Video, Inc. (incorporated by reference to
Exhibit 2-1 of the Registrant's Current Report on Form 8-K dated February 24,
1995 (File No. 1-8654)).

10(BB). Two Third Tier Sublease agreements dated November 22, 1996
between Unitel Video, Inc. and Digital Universe II, Inc. (incorporated by
reference to Exhibit 10(BB) of the Registrant's Annual Report on Form 10-K
filed November 27, 1996 (File No. 1-8654)).

10(CC). Employment Agreement between Editel Los Angeles and Albert
Walton dated as of March 20, 1997 (incorporated by reference to Exhibit
10(A) to the Registrant's Quarterly Report on Form 10-Q filed July 9, 1997
(File No. 1-8654)).

10(DD). Deed of Lease dated June 16, 1997 between Olymbec Construction
Inc. and Unitel Video Canada Inc.

10(EE). Remarketing Agreement, dated as of July 1, 1997, among Allegheny
County Industrial Development Authority, PNC Bank, National Association,
Unitel Video, Inc. and RRZ Public Markets, Inc.

10(FF). Employment Agreement dated as of September 1, 1997 between
Unitel Video, Inc. and Barry Knepper.*

10(GG). Agreement dated December 8, 1997 between Unitel Video, Inc. and
Richard Clouser.*

10(HH). Agreement dated December 8, 1997 between Unitel Video, Inc. and
Thomas Eyring.*

18. Exhibit 23. Accountant's consent.

19. Exhibit 24. Power of Attorney from officers and directors to Barry
Knepper (included on signature page).

20. Exhibit 27. Financial Data Schedule.

* Management contract or compensatory plan or arrangement required to be noted
as provided in Item 14(a)(3).

SIGNATURES

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

UNITEL VIDEO, INC.

By: /s/ BARRY KNEPPER
-------------------------------
Barry Knepper
Chief Executive Officer

By: /s/ GEORGE HOROWITZ
--------------------------------
George Horowitz
Chief Financial Officer

Dated: December 24, 1997