8-K

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                       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) February 12, 1997


                          SHOWSCAN ENTERTAINMENT INC.
             (Exact Name of Registrant as Specified in its Charter)



                                    DELAWARE
                 (State or Other Jurisdiction of Incorporation)



             0-15939                                     95-3940004
    (Commission File Number)               (I.R.S. Employer Identification No.)


         3939 LANDMARK STREET,
       CULVER CITY, CALIFORNIA                               90232
(Address of Principal Executive Offices)                  (Zip Code)



                                 (310) 558-0150
              (Registrant's Telephone Number, Including Area Code)


                                 NOT APPLICABLE
         (Former Name or Former Address, if Changed Since Last Report)





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ITEM 5.  OTHER EVENTS.

         On February 12, 1997, Showscan Entertainment Inc. (the "Company")
announced that William C. Soady, its President and Chief Executive Officer, has
tendered his resignation effective February 28, 1997, and that Dennis Pope,
currently the Company's Executive Vice President and Chief Financial Officer,
will succeed him.  A copy of the Company's press release in which it announced
the foregoing management changes is attached hereto as Exhibit 99.1 and
incorporated herein by this reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (a)     Financial Statements of Businesses Acquired.

                 Not applicable.

         (b)     Pro Forma Financial Information.

                 Not applicable.

         (c)     Exhibits.

                 99.1  Press Release, dated February 12, 1997.

















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                                   SIGNATURES

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



                                           SHOWSCAN ENTERTAINMENT INC.



Date:  February 25, 1997                   By:  \s\  W. TUCKER LEMON
                                              ---------------------------------
                                                W. Tucker Lemon
                                                Vice President, General Counsel
                                                and Secretary















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                               INDEX TO EXHIBITS


EXHIBIT NO.                                                            PAGE NO.

   99.1                   Press Release dated February 12, 1997            5





























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EX-99.1

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                                                                   EXHIBIT 99.1



           SHOWSCAN ENTERTAINMENT ANNOUNCES SENIOR MANAGEMENT CHANGES

Los Angeles, CA - February 12, 1997 - Showscan Entertainment Inc. (SHOW) today
announced that William C. Soady, (54), President and Chief Executive Officer,
has tendered his resignation, effective February 28, 1997.  Dennis Pope, (52),
Executive Vice President and Chief Financial Officer, will succeed Mr. Soady as
President and Chief Executive Officer.  Mr. Pope has also been elected to the
Showscan board of directors.

         The Company said Mr. Soady, who assumed his position approximately
three years ago and will remain on the Showscan board of directors, said he
will announce his plans shortly.

         William Eberle, Chairman, said "It is with great reluctance that we
accepted Bill Soady's resignation, as he has been responsible for developing
and implementing the strategy that effected the foundation for Showscan's
turnaround.  Bill Soady's management team brought the Company to nominal
profitability and has maintained it at break-even through extremely difficult
times in this industry.  Because of these efforts, Showscan is a leader in the
simulation attraction industry and is clearly poised to move to the next level
of performance.

         "In naming Dennis Pope to succeed Bill Soady, the board of directors
believes that it could not have found a better successor.  He has been
responsible for restructuring and strengthening our balance sheet and for
developing a financial strategy that has allowed Showscan to move forward.

         Prior to joining Showscan in May, 1994, Mr. Pope was Managing Partner
of the Entertainment Business Group of Kenneth Leventhal & Company.  Earlier he
was Executive Vice President and Chief Financial Officer of Weintraub
Entertainment Group, where he was responsible for the Company's financial and
business operations, as well as the executive management of Weintraub Screen
Entertainment Film Library Companies.  Prior to that position, Mr. Pope was the
Partner-in-Charge of Arthur Andersen & Co.'s worldwide entertainment industry
practice.

         Mr. Pope said "I am honored that the board has selected me to succeed
Bill.  Showscan has accomplished a lot over the past three years.  The
foundation built over the past three years will serve as a springboard to
Showscan's future.  And, I look forward to building on it to enhance the
Company's value to its shareholders.

         "Showscan today sits on the threshold of a new era.  We are making
inroads into new markets, developing new products and producing new films.
Moreover, we are strengthening our position in current markets and moving
forward in new markets around the world."

         William C. Soady said "I am pleased that the board has selected Dennis
Pope to succeed me.  It could not place the Company in more capable hands.  I
wish Dennis and the entire Showscan team the greatest success in the future.

         "While I will certainly miss Showscan and its management and
employees, I do look forward to the new challenges ahead of me.  And, of
course, I also look forward to my continuing relationship with Showscan as a
member of its board of directors."

         The Company also announced that Tucker Lemon, Vice President and
General Counsel, has been promoted to Senior Vice President.  He retains his
title of General Counsel.

         Showscan Entertainment Inc. is an international leader in the
production and exhibition of exciting movie-based entertainment attractions
shown in giant screen (ShowMax(TM)) and large-screen, special-format theatres
worldwide.  The Company's simulation and specialty theatres are open or under
construction in 24 countries around the world, located in theme parks, motion
picture multiplexes, expos, world's fairs, resorts, shopping centers, casinos,





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museums and other tourist destinations.  Showscan owns and operates its own
theatres, and operates others in partnership with leading entertainment
companies around the world.

NOTE:  Except for the historical information contained herein, the statements
made in this release constitute forward looking statements that involve certain
risks and uncertainties.  Certain factors may cause actual results to differ
materially from those contained in the forward looking statements, including
the number and timing of sales of Showscan attractions, the development and
acceptance of new products, the impact of competition on the Company's products
and pricing, the Company's ability to locate, finance and operate theaters for
the Company's account, and the other risks detailed from time to time in the
Company's reports on file at the Securities and Exchange Commission.





















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