UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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)         May 6, 2005
                                                 -------------------------------


                                   POINT.360
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             (Exact name of registrant as specified in its charter)


                                   California
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                 (State or other jurisdiction of incorporation)


         0-21917                                  95-4272619
- -------------------------------   ----------------------------------------------
   (Commission File Number)           (IRS Employer Identification No.)


    2777 North Ontario Street, Burbank, CA                 91504
- --------------------------------------------------------------------------------
   (Address of principal executive offices)              (Zip Code)


                                (818) 565-1400
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              (Registrant's telephone number, including area code)


          ----------------------------------------------------------
         (Former name or former address, if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

__ Written communications  pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

__  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

__ Pre-commencement  communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

__ Pre-commencement  communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))




Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

        On May 6,  2005,  Point.360  issued  a press  release  announcing  first
quarter 2005 results.  Included in the press  release  issued by the Company and
furnished herewith as Exhibit 99 are certain non-GAAP financial measures.

        Management of the Company believes such non-GAAP  financial measures are
useful to  investors  in  assessing  the  financial  condition  and  results  of
operations and because they exclude  special charges which  management  believes
are atypical and unlikely to occur with regularity in the future.

        A copy of the press release follows as Exhibit 99.


Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

  99    Press release dated May 6, 2005.



                                   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.

                                                           Point.360
                                              ----------------------------------
                                                         (Registrant)



        Date: May 6, 2005                     By: /s/ Alan R. Steel
                                              ----------------------------------
                                                  Alan R. Steel
                                                  Executive Vice President,
                                                  Finance and Administration,
                                                  Chief Financial Officer







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