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): June 16, 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, issued on June 16,
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.


June 17, 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 June 16, 1998.




                                                                   EXHIBIT 99.1

BURBANK, Calif.--(ENTERTAINMENT WIRE)--June 16, 1998--An active past few weeks
has seen Iwerks Entertainment Inc. solidify its position as a preeminent
provider of 2-D and 3-D film-based simulation attractions.

Among several developments announced in recent weeks is Tuesday's announcement
that Saban Entertainment will extend its Power Rangers/Iwerks Reactor
sponsorship tour. This comes directly on the heels of the company's successful
opening of Dino Island II 3D, the upcoming release of Iwerks' third 3-D
simulation film, Journey Through the Center of the Earth, and the scheduled
grand openings of Regal Cinemas' fourth Iwerks TurboRide theater and Dave and
Buster's fourth Iwerks TurboRide theater.

``These developments demonstrate our commitment to expand our reach in ride
simulation and develop dramatic and engaging entertainment attractions with and
for our customers,'' said Charles Goldwater, president and CEO of Iwerks. ``We
have received very positive feedback on our recent film releases and will
continue to create additional quality film titles for our ride simulation film
library.''

Dino Island II 3D Premiere an Acclaimed Success 

Iwerks' release of Dino Island II 3D - Escape From Dino Island was met with 
triumphant results at its recent openings at The New Marine World Theme Park
in Vallejo, Calif. on May 1 and at the La Ronde amusement park in Montreal,
Quebec on May 23.

``Our world premiere of Dino Island II 3D was a tremendous success. Delighted
family members of all ages squealed with excitement during the film and laughed
and applauded afterward. `Two thumbs up!,' `A+ all the way,' and `It's the
coolest, the dinosaurs are right in your face!,' were only a few of the dozens
of testimonials we heard from pleased theme park patrons,'' said Mike Browne,
director of Marketing for The New Marine World.

``Iwerks' Dino Island II 3D is a terrific high-quality experience that is
unlikely to be equaled by any other ride experience across the nation. We have
received rave reviews and, since its opening, the ride has been packed with
pleased audiences show after show.''

Jean Martel, Project Manager for La Ronde said: ``More than 8,000 thrilled fans
per day have taken their turn with Dino Island II 3D since the ride's opening
and we only expect that number to increase as we move into the summer months.
Patrons have claimed this ride to be the thrill of the park as the life-like
dinosaurs pop off the screen at every turn.''

Goldwater said: ``We are pleased and excited at the overwhelmingly positive
feedback we've received from Dino Island II 3D audiences. The success of this
film gives us great momentum leading to the release of Journey Through the
Center of the Earth, our new 3-D ride simulation film we will release this
fall.''

Journey Through the Center of the Earth to be Released this Fall




Iwerks' new 3-D ride simulation film, Journey Through the Center of the Earth,
takes audiences through a maze of dimly lit caverns and steel shafts leading
them directly into the very core of the planet Earth. Audiences find themselves
half a world away as they experience the film from their hydraulic moving
seats.

The film will be distributed through Iwerks' worldwide network of simulation
theaters starting in October. The film was co-produced with nWave Pictures
whose previous film titles include Superstition and they worked in
collaboration with Iwerks to create the popular film Secrets of the Lost
Temple.

Regal Cinemas' Installation Brings Total Number of Iwerks TurboRides to More
Than 100 Worldwide

Regal Cinemas' ``The Escape'' Family Entertainment Center in downtown Ft.
Lauderdale (Las Olas Riverfront), Fla. will open a new Iwerks TurboRide
theater. The grand opening is scheduled for June 17 and the new TurboRide will
add to Iwerks' total count of more than 100 installations worldwide.

This installation brings the total number of Iwerks TurboRides at Regal Cinema
locations to four with two locations in progress. Regal Cinemas will open two
Iwerks TurboRide 3D! theaters for its Funscape center sites at Green Hills Mall
in Nashville and at West Town Mall in Knoxville, Tenn. in the fall of 1998.

``Iwerks' TurboRide simulation theaters have always been an enormous crowd
pleaser at our locations and we are excited about the opening of our new Iwerks
TurboRide and TurboRide 3D! attractions,'' said Greg Dunn, executive vice
president and COO of Regal Cinemas.

``Throughout our relationship with Iwerks, they have provided us with
state-of-the-art technology, responsive customer service and, most importantly,
they continue to produce new and exciting films for our TurboRide and TurboRide
3D! theaters.''

Dave and Buster's to Open its Fourth Iwerks Simulation Theater

Continuing its partnership with Iwerks, Dave and Buster's will open a new
Iwerks TurboRide theater at the Irvine Spectrum in Irvine, Calif., this summer.
The 18-seat theater is scheduled to open July 16 and will be Dave and Buster's
fourth Iwerks TurboRide installation, with two theater developments in
progress.

``Over the past two years Iwerks has consistently provided our D & B guests
with exciting and engaging TurboRide theaters, which have proven to be some of
our most popular attractions,'' said Dave and Buster's co-Founder Dave
Corriveau. ``We look forward to the opening of our newest TurboRide theater and
plan to expand upon our already strong relationship with Iwerks as we plan for
additional Iwerks TurboRide installations in California and New York.''

Saban Entertainment Extends its Iwerks Power Rangers Reactor Tour




Due to the success of its Power Rangers Reactor sponsorship tour, Saban
Entertainment, producer and licensor of the Power Rangers franchise, will
extend its Reactor ride simulation tour through September. For the past three
and a half months, Saban has sponsored a customized Iwerks Reactor that has
been used to promote the new season on Fox Kids of the ``Power Rangers in
Space'' television series.

The second leg of the tour will cut a path through the Northwest as it heads
across the middle of the country to Florida winding down on Sept. 25-26, 1998
in New Mexico.

The Power Rangers Tour can be seen at selected Wal-Mart locations in key
cities. This extends Saban's already successful Power Rangers Reactor tour that
began in New York on Feb. 6 and has toured to cities such as Washington D.C.,
Chicago, Dallas and Los Angeles, among many others, with successful turnouts at
all locations.

``The wonderful response we've received from fans resulted in our decision to
extend the tour, giving Power Ranger fans across the nation the opportunity to
experience the thrill of the Iwerks Reactor,'' said George Leon, vice president
of Promotions for Saban Entertainment.

``The Power Rangers Reactor Tour has been a fantastic tool for our affiliates
to generate revenue and has provided them with a very effective promotional
opportunity. The tour, which initially started at The Toy Fair in New York, has
been so successful for retailers that the presence of the Power Rangers
simulation ride in some markets has driven sales of Power Ranger merchandise up
400 percent.''

Iwerks is one of the world's leading providers and distributors of film-based
attractions such as 2-D and 3-D ride simulation, 2-D and 3-D giant screen
theaters, 360-degree video dance clubs and other film-based attractions.

Serving prestigious entertainment, information and marketing providers, more
than 250 Iwerks attractions can be found worldwide at location-based
entertainment centers, amusement parks, family entertainment centers, shopping
centers, casinos, resorts, nightclubs, restaurants, museums, fairs, festivals
and more.

Visit Iwerks Entertainment on the World Wide Web at WWW.IWERKS.COM.

Contact:
  Iwerks Entertainment Inc., Burbank    
  Krista Grossman, 310/442-2516