FORM 5

[ ] Check box if no longer
      subject to Section 16,
      Form 4 or Form 5
      obligations may continue.
      See Instruction 1(b).

[X] Form 3 Holdings Reported

[ ] Form 4 transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

______________________
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1. Name and Address of Reporting Person ^*

Hellman, Jr. Robert B.

2. Issuer Name and Ticker or trading Symbol

On Stage Entertainment, Inc. ONST

6. Relationship of Reporting Person(s) to Issuer
                     (Check all applicable)

   X  Director                                                   10% Owner
       Officer (give title below)                         Other (specify below)

(Last) (First) (Middle)

c/o On Stage Entertainment, Inc.
4625 West Nevso Drive

3. I.R.S. Identification Number of
Reporting Person, if an entity
(Voluntary)

4. Statement For
Month/Year

December 2001

(Street)

Las Vegas Nevada 89103

5. If Amendment, Date of
Original (Month/Year)

7. Individual or Joint/Group Reporting
(check applicable line)

X Form Filed By One Reporting Person
____Form Filed By More than One Reporting Person

(City) (State) (Zip)

Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. transaction
Date
(Month/Day/Year)

3. transaction Code
(Instr. 8)

4. Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5)

5. Amount of
    Securities
    Beneficially
    Owned at the
    Issuer's Fiscal
    Year
    (Instr. 3 and 4)

6. Ownership
   Form:
   Direct (D) or
   Indirect (I)
   (Instr. 4)

7. Nature of
   Indirect
   Beneficial
   Ownership
   (Instr. 4)

Amount

(A) or (D)

Price

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g.,puts, calls, warrants, options, convertible securities)

1. Title of
    Derivative
    Security
    (Instr. 3)

2.Conversion
   or Exercise
   Price of
   Derivative
   Security

3. Transaction
    Date
    (Month/
    Day/
    Year)

4.transaction
Code
(Instr. 8)

5. Number of
    Derivative
    Securities
    Acquired (A) or
    Disposed of (D)
    (Instr. 3, 4, and 5)

6. Date Exercisable
    and Expiration
    Date
    (Month/Day/Year)

7. Title and
    Amount of
    Underlying
    Securities
    (Instr. 3 and 4)

8. Price
    of
    Deriva-
    tive
    Security
    (Instr.5)

9. Number of
    Derivative
    Securities
    Beneficially
    Owned at
    End of
    Year
    (Instr. 4)

10.Ownership
     of
     Derivative
     Security:
     Direct (D)
     or Indirect
     (I)
    (Instr. 4)

11.Nature of
     Indirect
     Beneficial
     Ownership
     (Instr. 4)

(A)

(D)

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares

Series A Convertible Preferred Stock

$0.50

02/25/00

P3¹

1,188,000

03/13/01

None

Common Stock, par value $0.01 per share

1,188,000

$4.75

1,188,000

Explanation of Responses: ¹ Mr. Hellman became a director of the Issuer on March 15, 2001. The Initial Statement of Beneficial Ownership of Securities on Form 3 should have been filed within 10 days of that date. ² Mr. Hellman is a managing director or officer of (1) Delta Fund LLC ("Delta"), which directly holds 17,012 shares of the Issuer's securities and (2) MDC Management Co. IV LLC which is the sole general partner of (A) McCown De Leeuw and Company IV Associates LP ("MDC Associates"), which directly holds 17,541 shares of the Issuer's securities and (B) McCown De Leeuw and Company IV LP ("MDC LP"), which directly holds 1,153,447 shares of the Issuers securities. Mr. Hellman may be deemed to have indirect beneficial ownership of the Issuer's securities held by Delta, MDC Associates and MDC LP. However, Mr. Hellman, acting alone, does not have voting or investment power with respect to the Issuer's securities directly beneficially owned by Delta, MDC Associates and MDC LP, and disclaims beneficial ownership of those securities, except to the extent of Mr. Hellman's pecuniary interest in Delta, MDC Associates and MDC LP.


		/s/ Robert B. Hellman, Jr. ____________________________________	February 23, 2002 ______________________
		Robert B. Hellman, Jr.	Date


**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

ON STAGE ENTERTAINMENT INC 5