REGISTRATION NO. 333-29635
                                                  FILED UNDER RULE 424(b)(3)



                             UNAPIX ENTERTAINMENT, INC.
                                          
                        SUPPLEMENT NO. 2 DATED JULY 22, 1998
                         TO PROSPECTUS DATED JULY 21, 1997
                      AS PREVIOUSLY SUPPLEMENTED BY SUPPLEMENT
                               DATED JANUARY 7, 1998


     During June 1998 all of the Company's Class B Redeemable Warrants ("Class B
Warrants") were exercised .  Each Class B Warrant entitled the holder to
purchase 1.05 shares of the Company's common stock, $.01 par value per share
("Common Stock"), for a price of $4.50.  An aggregate of 1,343,968 Class B
Warrants were exercised.  After giving effect to the exercise of the Class B
Warrants, the Company has approximately 7,500,000 shares of Common Stock
outstanding.
 
     Terms used herein and not otherwise defined shall have the meaning ascribed
thereto in the Prospectus.