Henry Winkler is set to direct the comedy pic “Cop And A Half for Imagine Films, the company co-chaired by Winkler’s “Happy Days” pal Ron Howard. Pic is expected to be produced by Paul Maslansky and to roll in May.

Imagine co-chairman Brian Grazer, who will serve as executive producer, confirmed the company has approached “Home Alone’s” Macaulay Culkin about starring in “Cop,” which focuses on the relationship between a precocious 10-year-old boy and an unorthodox cop, but said the parties are still “a big distance” apart on money.

Culkin, currently shooting Imagine’s “My Girl” for Columbia Pictures, was paid about $1 million for that role, and Imagine is said to have offered him $1.5 million to star in “Cop.”

While Grazer declined to discuss fees, sources said Imagine thought it had an agreement with Culkin for that amount when the actor’s representatives went across town and tried to make a deal with Warner Bros. for him to star in “Richie Rich” for $4 million plus 10% of the gross.

Reportedly, Warners, which had offered Culkin $1.5 million to do “Richie Rich” (originally to star Fred Savage), was so put off by the $4 million plus asking price that it withdrew its original offer.

A Warners spokesman declined comment.

Sources said Culkin’s reps are hoping to get $5 million from Fox for the sequel to “Home Alone.” However, Fox topper Joe Roth said “they have not come to us with any proposal.”

Fox is looking to shoot “Home Alone, Again” – to be directed by Chris Columbus and written and produced by John Hughes – this fall and is aiming for a summer 1992 release.

“Richie Rich,” to be produced by Joel Silver and John Davis, originally was targeted to lens this summer.

Sources say Fox will not cough up the $5 million Culkin is seeking, particularly since the studio gave him his first big break and he has yet to establish a track record.

Culkin also has a cameo role in Fox’ John Hughes comedy “Only The Lonely,” due out this summer.

Culkin’s agent, Paul Feldsher of Intl. Creative Management, declined to comment on any of the figures being bandied about. He did, however, confirm that discussions were ongoing for both “Cop” and “Richie Rich” and that “it’s quite possible he could do both or one of those films.”

In an overnight auction last August, Imagine paid six figures for Arne Olsen’s “Cop And A Half spec script, beating out two major studios after motion picture senior v.p. Tova Laiter brought the material to Grazer’s attention.

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