8-K

                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): March 26, 1998


                    IWERKS ENTERTAINMENT, INC.
        (Exact Name of Registrant as Specified in Charter)


              Delaware             0-22558               95-4439361
    (State or Other Jurisdiction  (Commission           (IRS Employer
           of Incorporation)       File Number)      Identification No.)


                     4540 West Valerio Street
                 Burbank, California  91505-1045
             (Address of Principal Executive Offices)

                          (818) 841-7766
                 (Registrant's Telephone Number)



ITEM 5.  OTHER EVENTS

     Reference is made to the press release of Registrant, issuedon March 26,
1998, which contains information meeting the requirements of this Item 5, and
which is incorporated herein by this reference.  A copy of this press release
is attached to this Form 8-K as Exhibit 99.1.

Page 2


                            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 hereunto duly authorized.


March 26, 1998                     IWERKS ENTERTAINMENT, INC.



                              By:        /s/ Bruce Hinckley      
                                  -------------------------------
                                   Bruce Hinckley
                                   Chief Financial Officer


Page 3


                          EXHIBIT INDEX

EXHIBITS                                              PAGE NUMBER

99.1      Press Release dated March 26, 1998.                         

EX-99.1

Iwerks said that Institutional Shareholder Services (ISS), a leading provider
of proxy voting and corporate governance services, issued a Proxy Analysis on
March 24, 1998, that recommends a vote against the ASOP. Iwerks' Board of
Directors strongly urges that shareholders vote in favor of this plan. 

Iwerks responded by saying that while ISS performed a thorough analysis of
the company's proposal, ISS's formula for computing acceptable levels of
option grants does not necessarily fit Iwerks' current or going-forward
situation. Iwerks said that ISS's analysis is, in Iwerks' case, significantly
impacted by the total number of options currently outstanding and
unexercised. The ISS report assumed a total of 2,381,033 options outstanding
at June 30, 1997 (adjusted for the Showscan merger). Iwerks believes that the
ISS analysis does not consider the following: 

  *  of the 2,381,033 options, 480,033 options at a weighted average exercise
     price of $11.67 per share will be assumed by Iwerks in the merger; 

  *  the remaining 1,901,000 options have a weighted average exercise price
     of $4.88 per share; 

  *  a substantial portion of the options have been issued to prior
     management and are significantly "out of the money"; 

  *  Iwerks has neither issued any options at a discount nor repriced any
     options issued to management--and has no intention to do so in the
     future;  and 

  *  Iwerks has an immediate and vital need at this time to attract and
     retain top-level management as the company restructures to accelerate
     its  strategic initiatives under the leadership of its new CEO. 

                             (more)

Charles Goldwater, Iwerks' president and Chief Executive Officer, said: "The
issuance of these stock options is crucial to Iwerks' long-term health as we
align senior management's motivations with our shareholders' goals. "Of the
total options granted to me and other recent hires, approximately one-half
were at fair market value, and of the remainder, half were at 125 percent and
half at 150 percent of fair market value. "This tiered incentive for all
employees who would be granted options under this new plan clearly points us
toward the long-term commitment we would all look forward to fulfilling for
ourselves and our shareholders." 

Iwerks Entertainment is one of the world's leading providers and distributors
of immersive entertainment attractions such as 2D and 3D ride simulation, 2D
and 3D giant screen theaters, 360-degree video dance clubs and other
attractions. Serving prestigious entertainment, information and marketing
providers, more than 250 Iwerks attractions can be found worldwide at
location-based entertainment centers, casinos, resorts, nightclubs,
restaurants, museums, fairs, festivals and more. Visit Iwerks Entertainment
on the Internet at WWW.IWERKS.COM. 

- -----------------------------------------------------------------
Contact: 
     BSMG Worldwide
     Joseph Kessler, 310-442-2532