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) JANUARY 21, 2003


                         Commission File Number 0-15949


                   INTERNATIONAL MICROCOMPUTER SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)


          CALIFORNIA                                              94-2862863
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               identification No.)


      100 ROWLAND WAY, NOVATO, CA                                   94945
(Address of principal executive offices)                          (Zip code)


                                 (415) 878-4000
                                 --------------
               (Registrant's telephone number including area code)





ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

International  Microcomputer  Software,  Inc  ("IMSI")  a leading  developer  of
precision design,  graphics,  and business  productivity  software  announced on
January 21, 2004 that it had entered  into a definitive  agreement  with Aladdin
Systems Holding,  Inc. to acquire its wholly owned subsidiary,  Aladdin Systems,
Inc. ("Aladdin"), a developer and publisher of utility software solutions in the
areas of information  access,  removal,  recovery,  security and distribution of
information and data for the Windows(R),  Linux(R) and  Macintosh(R)  platforms.
The proposed  consideration  is a combination  of cash,  stock and a convertible
note with a value of approximately $8 million dollars and an earn-out that could
result in an additional $2 million in payments during the next three years

The total consideration was based upon an in depth analysis of Aladdin's current
and projected business activity. Comparable companies and transactions were also
considered in the determination of the total acquisition price.

IMSI will rely on its  available  cash balance upon closing to honor the payment
related to the cash component of this transaction.

The  transaction  is expected to close in March 2004 and is subject to customary
closing conditions.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS


Exhibit                 Description
-------                 -----------

99.1     Press Release  announcing the proposed  acquisition of Aladdin Systems,
         Inc. dated January 21, 2004







In  accordance  with the  procedural  guidance in SEC Release  Nos.  33-8216 and
34-47583,  the  information in this Form 8-K and the Exhibit  attached hereto is
being furnished under "Item 7. Regulation FD Disclosure" rather than under "Item
12.   Disclosure  of  Results  of  Operations  and  Financial   Condition."  The
information  shall not be deemed  "filed"  for  purposes  of  Section  18 of the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), or otherwise
subject to the liabilities of that section,  nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended,  or the
Exchange  Act,  except as  expressly  set forth by specific  reference in such a
filing.

                                    SIGNATURE

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 hereunto duly authorized.



                                   INTERNATIONAL MICROCOMPUTER SOFTWARE, INC.


Dated: January 22, 2004            By: /s/ MARTIN WADE, III
                                       ---------------------------------------
                                       Name:  Martin Wade, III
                                       Title: Chief Executive Officer