content: <PAGE>
   
                        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 20, 1998
  
                          YES! ENTERTAINMENT CORPORATION
              (Exact name of registrant as specified in its charter)
  
                                     DELAWARE
                  (State or other jurisdiction of incorporation)
  
  
  
        0-25916                                             94-3165290
  (Commission File No.)                          (IRS Employer Identification No.)
  
  
                           3875 HOPYARD ROAD, SUITE 375
                               PLEASANTON, CA 94588
               (Address of principal executive offices and zip code)
  
  
  
                Registrant's telephone number, including area code:
  
                                  (510) 847-9444
                                          
  
                        ____________________________________  
   
  <PAGE>
   
  ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.
  
       On March 20, 1998, YES! Entertainment Corporation, a Delaware corporation
  (the "Company"), sold its food business unit, including its Mrs. Fields Baking
  Factory and Baskin-Robbins Ice Cream Maker products, and its girls activity
  business unit, including its Dance Studio and Cheerleading Studio products, to
  Wham-O, Inc., a Delaware corporation, pursuant to an Asset Purchase Agreement
  dated as of February 27, 1998, by and between Wham-O and the Company (the "Asset
  Purchase Agreement"). The total purchase price included $9.8 million in cash for
  purchase of the lines and related inventory, a contingency payment of up to $2.5
  million to be earned based upon certain performance criteria for the food line
  in the first year, royalties of up to $5.5 million over a seven year period 
  and an allocation of $50,000 of such purchase price to Donald Kingsborough as 
  compensation for his agreement to a noncompete provision in the Asset Purchase
  Agreement.
  
       On March 31, 1998, the Company issued a press release relating to the
  closing of the sale, a copy of which is attached hereto as Exhibit 99.1 and
  incorporated herein by reference.
  
                                         2
  <PAGE>
   
                                    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.
  
                                          YES! ENTERTAINMENT CORPORATION
  
  
  
  Dated:  April 1, 1998                   By: /s/ Donald D. Kingsborough
                                             ____________________________________
                                                Donald D. Kingsborough
                                                Chief Executive Officer
  <PAGE>
   
                                     EXHIBITS
  
  
  Exhibit No.    Description
  
  2.1            Asset Purchase Agreement dated as of February 27, 1998 by and
                 between YES! Entertainment Corporation, a Delaware corporation,
                 and Wham-O, Inc., a Delaware corporation (the "Asset Purchase
                 Agreement").
  
  2.2            Amendment No. 1, dated as of March 20, 1998, to the Asset
                 Purchase Agreement.
  
  99.1           Press release of YES! Entertainment Corporation dated March 31,
                 1998.
                                                       
                                        3.
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text: 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 20, 1998
  
                          YES! ENTERTAINMENT CORPORATION
              (Exact name of registrant as specified in its charter)
  
                                     DELAWARE
                  (State or other jurisdiction of incorporation)
  
        0-25916                                             94-3165290
  (Commission File No.)                          (IRS Employer Identification No.)
  
                           3875 HOPYARD ROAD, SUITE 375
                               PLEASANTON, CA 94588
               (Address of principal executive offices and zip code)
  
                Registrant's telephone number, including area code:
  
                                  (510) 847-9444
                                          
  
                        ____________________________________
  ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.
  
       On March 20, 1998, YES! Entertainment Corporation, a Delaware corporation
  (the "Company"), sold its food business unit, including its Mrs. Fields Baking
  Factory and Baskin-Robbins Ice Cream Maker products, and its girls activity
  business unit, including its Dance Studio and Cheerleading Studio products, to
  Wham-O, Inc., a Delaware corporation, pursuant to an Asset Purchase Agreement
  dated as of February 27, 1998, by and between Wham-O and the Company (the "Asset
  Purchase Agreement"). The total purchase price included $9.8 million in cash for
  purchase of the lines and related inventory, a contingency payment of up to $2.5
  million to be earned based upon certain performance criteria for the food line
  in the first year, royalties of up to $5.5 million over a seven year period 
  and an allocation of $50,000 of such purchase price to Donald Kingsborough as 
  compensation for his agreement to a noncompete provision in the Asset Purchase
  Agreement.
  
       On March 31, 1998, the Company issued a press release relating to the
  closing of the sale, a copy of which is attached hereto as Exhibit 99.1 and
  incorporated herein by reference.
  
                                         2
  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.
  
                                          YES! ENTERTAINMENT CORPORATION
  
  Dated:  April 1, 1998                   By: /s/ Donald D. Kingsborough
                                             ____________________________________
                                                Donald D. Kingsborough
                                                Chief Executive Officer
  EXHIBITS
  
  Exhibit No.    Description
  
  2.1            Asset Purchase Agreement dated as of February 27, 1998 by and
                 between YES! Entertainment Corporation, a Delaware corporation,
                 and Wham-O, Inc., a Delaware corporation (the "Asset Purchase
                 Agreement").
  
  2.2            Amendment No. 1, dated as of March 20, 1998, to the Asset
                 Purchase Agreement.
  
  99.1           Press release of YES! Entertainment Corporation dated March 31,
                 1998.
                                                       
                                        3.