8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 22, 2005

DreamWorks Animation SKG, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32337	68-0589190
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1000 Flower Street, Glendale, California	91201
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (818) 695-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On July 22, 2005, DreamWorks Animation SKG, Inc. (the “Company”) amended the employment agreements of Kristina M. Leslie, the Company’s Chief Financial Officer, and Katherine Kendrick, the Company’s General Counsel.

The amendments to Ms. Leslie’s and Ms. Kendrick’s employment agreements provide that each will now report to the Company’s Chief Executive Officer and its Chairman of the Board of Directors. Prior to such amendments, Ms. Leslie and Ms. Kendrick reported to the Company’s Chief Executive Officer and its Chief Operating Officer.

The foregoing description of the amendments to Ms. Leslie’s and Ms. Kendrick’s employment agreements is qualified in its entirety by reference to such amendments. Copies of the amendments are filed as Exhibits 10.1 and 10.2, respectively, to this Form 8-K.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

    (c) Exhibits:

Exhibit No.	Description
10.1	Amendment, effective as of June 22, 2005, to the Employment Agreement, dated as of October 8, 2004, between Kristina M. Leslie and the Company
10.2	Amendment, effective as of June 22, 2005, to the Employment Agreement, dated as of October 8, 2004, between Katherine Kendrick and the Company

SIGNATURES

Pursuant to the requirements 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.

	DreamWorks Animation SKG, Inc.
Date: July 25, 2005	By:	/s/    KATHERINE KENDRICK
		Katherine Kendrick
		General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment, effective as of June 22, 2005, to the Employment Agreement, dated as of October 8, 2004, between Kristina M. Leslie and the Company
10.2	Amendment, effective as of June 22, 2005, to the Employment Agreement, dated as of October 8, 2004, between Katherine Kendrick and the Company

EX-10.1

Exhibit 10.1

AMENDMENT

Reference is made to that certain employment agreement dated as of October 8, 2004 between Kristina Leslie and DreamWorks Animation SKG, Inc. (the “Agreement”). Except as provided to the contrary, all capitalized terms herein shall have the same meanings as under the Agreement.

For good and valuable consideration, the receipt and the sufficiency of which is hereby acknowledged, the parties agree to delete the first sentence of Paragraph 2.b. of the Agreement and replace it with the following sentence:

“During the Employment Term you shall render your exclusive full time business services to Studio and/or its divisions, subsidiaries or affiliates in accordance with the reasonable directions and instructions of the Chief Executive Officer and the Chairman of the Board of Directors of Studio, all as hereinafter set forth.”

Except as expressly modified herein, the Agreement is not modified or amended in any respect and, as modified herein, the Agreement is hereby ratified and confirmed in all respects.

Effective as of June 22, 2005.

ACCEPTED AND AGREED TO:

		DREAMWORKS ANIMATION SKG, INC.
By:	/s/    KRISTINA LESLIE	By:	/s/    JEFFREY KATZENBERG
	KRISTINA LESLIE	Its:	Chief Executive Officer

EX-10.2

Exhibit 10.2

AMENDMENT

Reference is made to that certain employment agreement dated as of October 8, 2004 between Katherine Kendrick and DreamWorks Animation SKG, Inc. (the “Agreement”). Except as provided to the contrary, all capitalized terms herein shall have the same meanings as under the Agreement.

For good and valuable consideration, the receipt and the sufficiency of which is hereby acknowledged, the parties agree to delete the first sentence of Paragraph 2.b. of the Agreement and replace it with the following sentence:

“During the Employment Term you shall render your exclusive full time business services to Studio and/or its divisions, subsidiaries or affiliates in accordance with the reasonable directions and instructions of the Chief Executive Officer and the Chairman of the Board of Directors of Studio, all as hereinafter set forth.”

Except as expressly modified herein, the Agreement is not modified or amended in any respect and, as modified herein, the Agreement is hereby ratified and confirmed in all respects.

Effective as of June 22, 2005.

ACCEPTED AND AGREED TO:

		DREAMWORKS ANIMATION SKG, INC.
By:	/s/    KATHERINE KENDRICK	By:	/s/    JEFFREY KATZENBERG
	KATHERINE KENDRICK	Its:	Chief Executive Officer