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                                UNITED STATES                    SEC File Number
                      SECURITIES AND EXCHANGE COMMISSION             015939 
                            Washington, D.C. 20549                   -------
                                                                   Cusip Number
                                 FORM 12b-25                       825397 10 2

                          NOTIFICATION OF LATE FILING

(Check One) [X]Form 10-K [ ]Form 20-F [ ]Form 11-K  [ ]Form 10-Q [ ]Form N-SAR

                 For Period Ended:       MARCH 31, 1997 
                                   -------------------------------
                 [  ]     Transition Report on Form 10-K
                 [  ]     Transition Report on Form 20-F
                 [  ]     Transition Report on Form 11-K
                 [  ]     Transition Report on Form 10-Q
                 [  ]     Transition Report on Form N-SAR
                 For the Transition Period Ended: 
                                                  ---------------------------

 READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM.  PLEASE PRINT OR TYPE

   Nothing in the form shall be construed to imply that the Commission has
                  verified any information contained herein.

    If the notification relates to a portion of the filing checked above,
           identify the Item(s) to which the notification relates:

                                 Not Applicable
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PART I - REGISTRANT INFORMATION

                          SHOWSCAN ENTERTAINMENT INC.
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Full Name of Registrant

                                 Not Applicable
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Former Name if Applicable

                              3939 Landmark Street
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Address of Principal Executive Office (STREET AND NUMBER)

                         Culver City, California 90232
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City, State and Zip Code


PART II - RULES 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed.  (Check appropriate box)

 [ ]     (a)     The reasons described in reasonable detail in Part III of this
                 form could not be eliminated without unreasonable effort or
                 expense;

 [X]     (b)     The subject annual report, semi-annual report, transition
                 report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion
                 thereof, will be filed on or before the fifteenth calendar day
                 following the prescribed due date; or the subject quarterly
                 report of transition report on Form 10-Q, or portion thereof
                 will be filed on or before the fifth calendar day following
                 the prescribed due date; and

 [ ]     (c)     The accountant's statement or other exhibit required by Rule
                 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed with the
prescribed time period.  (Attach Extra Sheets if Needed)


Notwithstanding the best efforts of Showscan Entertainment Inc. (the "Company"
or the "Registrant"), the necessary year-end closing processes of the Company
have taken a longer period of time than originally planned for or expected. 
The principal reason for the delay is the time necessary to conduct a thorough
analysis of the impact that FASB Statement No. 121 will have on assets of
certain of the Company's joint ventures (which are accounted for by the Company
using the equity method of accounting). While the Company presently expects
that its independent auditors will have completed their audit on or prior to
the stated due date of the Company's annual report on Form 10-K, in the opinion
of management the late date of the completion of these processes makes it
impractical to file the Form 10-K on or before the prescribed due date without
the incurrence of unreasonable effort and expense. The Company expects to file
its Form 10-K within the 15-day extension period provided for in Rule 12b-25.




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PART IV - OTHER INFORMATION

(1)      Name and telephone number of person to contact in regard to this
         notification

               W. TUCKER LEMON             310                 558-0150
         --------------------------     -----------        ------------------
                  (Name)                (Area Code)        (Telephone Number)

(2)      Have all other periodic reports required under Section 13 or 15(d) of
         the Securities Exchange Act of 1934 or Section 30 of the Investment
         Company Act of 1940 during the preceding 12 months or for such shorter
         period that the registrant was required to file such reports been
         filed?  If answer is no identify report(s).
         [X] Yes  [ ] No

(3)      Is it anticipated that any significant change in results of operations
         from the corresponding period for the last fiscal year will be
         reflected by the earnings statements to be included in the subject
         report or portion thereof?  [X] Yes  [ ] No

         If so, attach an explanation of the anticipated change, both
         narratively and quantitatively, and, if appropriate, state the reasons
         why a reasonable estimate of the results cannot be made:

         The Company and certain of its joint ventures are in the process of
         evaluating the impact of FASB Statement 121 on assets of certain of
         the Company's joint ventures (which are accounted for by the Company
         using the equity method of accounting). Depending upon the outcome of
         that evaluation, the net loss for the year ended March 31, 1997 could
         be between $3,500,000 and $5,000,000. The Company currently estimates
         that (a) its total revenues for the fiscal year ending March 31, 1997
         ("Fiscal 1997") will be $17,900,000 as compared to $17,500,000 for 
         the fiscal year ending March 31, 1996 ("Fiscal 1996"), (b) its cost
         of revenues will decrease from $8,400,000 in Fiscal 1996 to 
         $7,100,000 in Fiscal 1997, and (c) its general and administrative
         expense will decrease from $7,600,000 in Fiscal 1996 to $6,600,000
         in Fiscal 1997. Until the completion of the FASB Statement 121
         analysis, the Company cannot make a reasonable estimate of any other
         results for the year.  
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                          SHOWSCAN ENTERTAINMENT INC.
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                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date      June 27, 1997             By        /s/ W. TUCKER LEMON         
    -----------------------------      ----------------------------------------
                                          Senior Vice President,  
                                          General Counsel and Secretary

INSTRUCTION:  The form may be signed by an executive officer of the registrant
or by any other duly authorized representative.  The name and title of the
persons signing the form shall be typed or printed beneath the signature.  If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.

                                   ATTENTION
  Intentional misstatements or omissions of fact constitute Federal Criminal
                       Violations (See 18 U.S.C. 1001).


                              GENERAL INSTRUCTION

1.       This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
         General Rules and Regulations under the Securities Exchange Act of
         1934.

2.       One signed original and four conformed copies of this form and
         amendments thereto must be completed and filed with the Securities and
         Exchange Commission, Washington, D.C. 20549 in accordance with Rule
         0-3 of the General Rules and Regulations under the Act.  The
         information contained in or filed with the form will be made a matter
         of public record in the Commission files.

3.       A manually signed copy of the form and amendments thereto shall be
         filed with each national securities exchange on which any class of
         securities of the registrant is registered.

4.       Amendments to the notifications must also be filed on form 12b-25 but
         need not restate information that has been correctly furnished.  The
         form shall be clearly identified as an amendment notification.

5.       ELECTRONIC FILERS.  This form shall not be used by electronic filers
         unable to timely file a report solely due to electronic difficulties.
         Filers unable to submit a report within the time period prescribed due
         to difficulties in electronic filing should comply with either Rule
         201 or Rule 202 of Regulation S-T (Section 232.201 or Section 232.202
         of this chapter) or apply for an adjustment in filing date pursuant to
         Rule 13(b) of Regulation S-T (Section 232.12(c) of this chapter).