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): February 5, 1999


                           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 February 2,
1999 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.


February 3, 1999                           IWERKS ENTERTAINMENT, INC.


                                           By: /s/ Jeff Dahl
                                               ---------------------------------
                                               Chief Financial Officer



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                                  EXHIBIT INDEX

EXHIBITS                                                            PAGE NUMBER
- --------                                                            -----------

99.1 Press Release dated February 2, 1999.



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