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 16, 1998


                       PLAY CO. TOYS & ENTERTAINMENT CORP.
             (Exact Name of Registrant as Specified in its Charter)



Delaware                  0-25030                    Commission File 
State of                  IRS Employer               Number
Incorporation             Identification No.



                   550 Rancheros Drive, San Marcos, California
                    (Address of Principal Executive Offices)

                                 (760) 471-4505
               Registrant's Telephone Number, Including Area Code


                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)



Item 6. Resignation of Registrant's Director

     As of March 16,  1998,  Sheikhar  Boodram  resigned  as a  Director  of the
Registrant.  The resignation was not due to any disagreement with the Registrant
on any matter relating to the Registrant's  operation,  policies,  or practices.
Moses Mika has been elected by the Board of Directors to replace Mr. Boodram.





                                   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 on the 23rd day of March 1998.



                                             PLAY CO. TOYS & ENTERTAINMENT CORP.



                                                      By:      /s/ Richard Brady
                                                        Richard Brady, President