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): January 28, 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 January
28, 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.


January 28, 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 January 28, 1998.