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 8, 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)




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ITEM 5.  OTHER EVENTS

         Reference is made to the press  release of  Registrant,  issued on June
8, 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.


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                                   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 16, 1998                          IWERKS ENTERTAINMENT, INC.



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



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                                  EXHIBIT INDEX

Exhibits                                                            Page Number
- - --------                                                            -----------

99.1              Press Release dated June 8, 1998.



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     BURBANK,  Calif.--(ENTERTAINMENT  WIRE)--June 8, 1998--Iwerks Entertainment
Inc.  (Nasdaq:IWRK)  has  appointed  two new  outside  members  to its  board of
directors, bringing the number of outside directors to five and the total number
of directors to six. 

The two new members are Bruce A. Beda,  chief  executive of Orion Partners, and 
Peter Hanelt,  chief operating  officer and chief financial officer  of  Natural
Wonders.  

"After a thorough search, we have found two excellent  candidates who share not 
only our  enthusiasm  for Iwerks'  potential,  but also  possess very strong
financial and operational  backgrounds with publicly traded companies," said Don
Iwerks,  Iwerks  Entertainment  co-founder and board member who headed the board
search initiative.

"We  feel  these  two  members  of  Iwerks'   board  will  be   significant
contributors  as  we  carry  out  our  strategy  to  improve  Iwerks'  financial
performance and responsiveness to our shareholders," Iwerks continued.

Charles Goldwater, chairman of the board and chief executive officer of Iwerks, 
said, "One of the priorities we announced earlier this year was to strengthen
Iwerks' senior management team -- including expanding the board -- to strengthen
and deepen the level of expertise available to us in all phases of our 
operations.  Bruce and Peter -- both of whom we expect to fulfill active roles
as Board members -- will help us achieve that."

Beda, 57, has gained broad management experience during his tenure at several
Fortune 100 and other publicly traded and privately held companies.  Prior to 
becoming CEO of Orion Partners, a private investment and consulting firm, he
served as executive vice president and chief financial officer of manufacturing
conglomerate Wehr Corp.

Beda began his career at The Pillsbury Co., where he worked in the long-range
planning and accounting departments before becoming a brand marketing manager.
Beda also serves on the boards of Stifel Financial Corp., a financial services 
company, and ECC International Corp., which designs and manufactures simulation
training systems.

Stifel and ECC are both publicly traded on the New York Stock Exchange.

"I am very pleased to join such a dynamic company as Iwerks," said Beda, "and my
intention is to be actively involved in helping Iwerks make the necessary 
changes to unlock its full potential in this growing industry."

Hanelt, 53, is currently chief operating officer and chief financial officer of 
Natural Wonders, a specialty gift store chain with approximately $160 million in
annual sales, and also holds the positions of interim president and chief 
executive officer.

Prior to joining Natural Wonders, he was chief operating officer and chief 
financial officer of Esprit de Corp, a San Francisco-based leading apparel 
manufacturer, retailer and wholesaler, where he led a significant turnaround
that reversed a $72 million loss in two years.  He sits on the boards of Natural
Wonders and The Shoe Pavilion Inc., a West Coast-based footwear retailer.

"I am very excited to join Iwerks at a time when it is implementing a targeted 
strategy to reorganize its operations," said Hanelt.  "I look forward to 
applying the experience I have gained in various positions to further Iwerks'
goal of improving its overall performance."

Iwerks Entertainment 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 theatres, 360-degree video dance clubs and other immersive 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 Internet at "http://www.iwerks.com" Iwerks
Entertainment Inc., Burbank

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

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