SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                  FORM 12B-25



                                                 Commission File Number 0-22558
                                                                        -----



                          NOTIFICATION OF LATE FILING


(CHECK ONE):
[X] Form 10-K  [ ] Form 11-K  [ ] Form 20-F  [ ] Form 10-Q  [ ] Form N-SAR

For Period Ended:  June 30, 1997
                   -----------------------------------------------------

[ ] Transition Report on Form 10-K      [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F      [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K

For the Transition Period Ended:
                                -----------------------------------------

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

     Nothing in this 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:


                        PART I - REGISTRANT INFORMATION

Full name of registrant       Iwerks Entertainment, Inc.
                       --------------------------------------------------

Former name if applicable
                         ------------------------------------------------

Address of principal executive office (STREET AND NUMBER)
                              4540 West Valerio Street
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City, state and zip code      Burbank, CA 91505
                        -------------------------------------------------


                       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 box if appropriate).

          |    (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, 20-F, 11-K or Form N-SAR, or portion
          |         thereof, will be filed on or before the 15th 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 Form 10-K, 11-K, 20-F,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed item period.  (Attach extra sheets if needed.)

The Company has a filing pending with the Securities and Exchange Commission in
connection with a pending acquisition transaction.  Information to be included
in the 10-K is dependent upon substantial completion of such filing, which is
expected to occur in the second week of October, 1997.




                          PART IV - OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
     notification
        Jeff Dahl             (818)                955-7841
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         (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 report(s) 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.  See Form 8-K filed on August 7, 1997,
relating to a press release dated August 5, 1997 announcing fourth quarter and
Fiscal 1997 results.

                          Iwerks Entertainment, Inc.
- -----------------------------------------------------------------------------
                 (Name of registrant as specified in charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date  September 29, 1997         By     /s/ Jeffrey Dahl
      ------------------           -----------------------------------------
                                        Jeffrey Dahl, VP/Controller


          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 person 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 INSTRUCTIONS

1.   This form is required by Rule 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 the 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 amended 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 or apply for an adjustment in filing date
     pursuant to Rule 13(b) of Regulation S-T.