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, issued
on 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

BURBANK, CA, March 26, 1998--Iwerks Entertainment, Inc. (NMS:IWRK)
said today that it continues to support its proposed merger with
Showscan Entertainment Inc. (NMS:SHOW), and urged shareholders to
vote their proxy ballots in favor of the merger.  The company said
that while it was disappointed by today's announcement by one of
its shareholders, Heartland Advisors Inc., that Heartland would
oppose the transaction, it is continuing to meet with and contact
shareholders to explain the benefits of the merger. 

Iwerks said that it stands behind its previously stated position
that "this merger is strategically significant to Iwerks and that
the benefits are considerable."  In presentations to shareholders
this week, Iwerks' management has presented in significant detail
its integration plan and business strategy, as well as financial
projections that illustrate the positive effect the merger would
have on the value of its stock. 

The company cited a report issued Wednesday by Institutional
Shareholders Services (ISS) a leading proxy analysis firm, that
said the merger warrants shareholder support.  "ISS's objectivity
in this case is significant.  They listened, as have we, to the
concerns of certain shareholders who have publicly stated their
opposition to this transaction, then they listened to our detailed
presentation of the facts and our plans for the future of Iwerks. 
In the end, they recommended that our shareholders support the
merger." 

Both Iwerks' and Showscan's Board of Directors have unanimously
approved the merger and recommend that shareholders vote in favor
of it.  Iwerks' shareholder meeting to vote on the proposed merger
and other matters will be held at 10:00 a.m. local time on
March 31, 1998 at Iwerks' offices, 4540 West Valerio Street,
Burbank, California. 

Iwerks Entertainment, Inc. 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.

                      (more)

             FORWARD-LOOKING STATEMENT DISCLOSURE 

With the exception of the historical information, certain matters
discussed herein (including, but not limited to, the anticipated
effect of the Showscan acquisition, the Company's strategic and
operating plans, projected operating results and projected cash
position) are forward-looking statements within the meaning of
Section 27A of the Securities Act. Such forward-looking statements
are subject to various risks and uncertainties.  Actual results,
could differ materially from those currently anticipated due to a
number of factors, including the following: (i) the Company's
ability to effectively integrate the combined companies'
operations, achieve anticipated cost savings, maintain and grow
recurring revenues and manage the resulting larger operations, (ii)
the Company's performance under its existing contracts and its
ability to achieve future contracts, (iii) the Company's ability to
generate future revenues, control the level of costs of sales, the
ability of the Company to maintain sales prices at levels that
maintain gross margins, and the level of selling, general and
administrative expenses, (iv) the Company's ability to refinance
the Showscan debt, which could be adversely affected by a change in
conditions in the financial markets or a deterioration in the
Company's business or financial condition, (v) the success of the
Company's film licensing, distribution and owned and operated
strategies, (vi) the Company's ability to secure additional
sponsors for its Reactors or alternative sources of revenues, (vii)
the success of the Company's film software, (viii) general economic
conditions in the United States and the Company's international
markets, and (ix) the other factors discussed under the caption,
'Risk Factors,' in the Company's Proxy Statement filed with the
Securities and Exchange Commission in connection with the Showscan
merger.  The Company does not ordinarily make projections of future
operating performance and undertakes no obligation to publicly
release the result of any revisions to the projections or any other
forward-looking information included herein that may be made to
reflect any future events or circumstances.  All stockholders are
urged to read the proxy statement in full, particularly the
discussion under the caption,  Risk Factors.'