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) November 1, 2000

                            MDI ENTERTAINMENT, INC.
             (Exact name of registrant as specified in its charter)

 Delaware                             0-24919                        73-1515699
(State or Other Jurisdiction   (Commission File Number)        (I.R.S. Employer
 of Incorporation)                                           Identification No.)

                                 201 Ann Street
                           Hartford, Connecticut 06103
                         (Address of principal executive
                           offices including zip code)

                                 (860) 527-5359
                         (Registrant's telephone number,
                              including area code)


                                      N.A.
          (Former name or former address, if changed since last report)




    Item 5. Other Events.

    On November 1, 2000, MDI Entertainment, Inc. entered into a Strategic
    Alliance Agreement with eLot, Inc., a Virginia corporation. The Agreement,
    effective October 20, 2000, is for a five-year term which will automatically
    renew for additional one-year terms until such time as either party serves
    notice of termination ninety days prior to the expiration date. Under the
    terms of this Agreement, MDI, on a non-exclusive basis, will market and sell
    certain of eLot's products to MDI's customers, which consist of the
    government operated lotteries throughout the world. eLot will pay to MDI a
    commission for each product licensed or sold, determined by the type of
    product licensed or sold by MDI, in either cash or eLot common stock. Elot
    has agreed to register all of the shares of eLot common stock paid to MDI as
    commissions. As part of the alliance, eLot and MDI will form a joint venture
    to develop a web site designed to allow lottery players to submit losing
    tickets for second chance drawings.

    To further promote their strategic relationship, on November 1, 2000, MDI
    and eLot entered into a Stock Exchange Agreement. MDI issued 444 shares of
    Series B Preferred Stock and a three-year warrant to purchase 555,556 shares
    of common stock at an exercise price of $3.50 per share to eLot in exchange
    for 1,000,000 shares of eLot common stock. The Series B Stock has a
    liquidation preference of $1 million, does not pay a dividend, and is
    convertible into an aggregate of 444,444 shares of MDI common stock, subject
    to adjustment under certain circumstances. As long as the sum of the
    aggregate number of shares of common stock issuable upon conversion of the
    Series B Stock and the MDI common stock owned by eLot and its subsidiaries
    is equal to or greater than 444,444, eLot shall have the right to designate
    an observer to the MDI Board of Directors. If not previously converted by
    eLot, the Series B Stock will automatically convert into MDI common stock on
    November 1, 2001.

    eLot has agreed to file a registration statement with respect to the resale
    of the eLot common stock issued to MDI as soon as practicable after the
    closing of the transaction, but no later than thirty days after closing.
    Once the registration statement is declared effective, MDI may not sell more
    than (i) 333,334 shares of eLot common stock during the thirty-day period
    (the "First Sale Period") following effectiveness, (ii) 666,667 shares of
    eLot common stock, less any shares sold during the First Sale Period, during
    the thirty-day period following the First Sale Period (the "Second Sale
    Period") or (iii) 1,000,000 shares of eLot common stock, less any shares
    sold during the First Sale Period and Second Sale Period, during the
    thirty-day period following the Second Sale Period.

    MDI has granted eLot certain registration rights with respect to the resale
    of the MDI common stock issued to eLot. Such rights include certain
    piggy-back and Form S-3 registration rights, as well as eLot's right to
    demand one registration commencing any time after closing, subject to
    certain limitations.

    In connection with the transaction, MDI paid Venture Partners Capital, LLC,
    a registered broker-dealer with which MDI's Executive Vice President of
    Finance is affiliated, a 2% cash fee.



    Item 7. Financial Statements and Exhibits.

    (c) Exhibits.

    Exhibit No.     Description

    99.1       Strategic Alliance  Agreement,  dated November 1, 2000,  between
               MDI Entertainment,  Inc. and eLot, Inc.

    99.2       Stock Exchange  Agreement,  dated November 1, 2000, between MDI
               Entertainment,  Inc. and eLot, Inc.

    99.3       Certificate of Designations for Series B Preferred Stock of MDI
               Entertainment, Inc.

    99.4       Warrant, dated November 1, 2000, issued to eLot by MDI
               Entertainment, Inc.

    99.5       eLot Registration  Rights Agreement,  dated November 1, 2000,
               between MDI Entertainment, Inc. and eLot, Inc.

    99.6       MDI Registration  Rights Agreement,  dated November 1, 2000,
               between MDI  Entertainment, Inc. and eLot, Inc.



                                   SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, as
    amended, the registrant has duly caused this report to be signed on its
    behalf by the undersigned hereunto duly authorized.

                                                        MDI ENTERTAINMENT, INC.
                                                            (Registrant)


    Dated   November 6, 2000                   By:  /s/ Steven M. Saferin
            ----------------                   --------------------------
                                                      Steven M. Saferin
                                           President and Chief Executive Officer



                                  EXHIBIT INDEX

    Exhibit No.     Description

    99.1       Strategic Alliance  Agreement,  dated November 1, 2000,  between
               MDI Entertainment,  Inc. and eLot, Inc.

    99.2       Stock Exchange  Agreement,  dated November 1, 2000, between MDI
               Entertainment,  Inc. and eLot, Inc.

    99.3       Certificate of Designations for Series B Preferred Stock of MDI
               Entertainment, Inc.

    99.4       Warrant, dated November 1, 2000, issued to eLot, Inc. by MDI
               Entertainment, Inc.

    99.5       eLot Registration  Rights Agreement,  dated November 1, 2000,
               between MDI Entertainment, Inc. and eLot, Inc.

    99.6       MDI Registration  Rights Agreement,  dated November 1, 2000,
               between MDI  Entertainment, Inc. and eLot, Inc.