This document consists of 5 pages,
                                  of which this page is number 1.


               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


                          JUNE 7, 1996         
                          ------------
                (Date of earliest event reported)


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



        DELAWARE                0-22558            95-4439361     
- -------------------------   ---------------    ---------------
(State or other juris-      (Commission        (IRS Employer 
diction or incorporation)   File Number)       Identification No.)



       4540 WEST VALERIO STREET, BURBANK, CALIFORNIA 91505      
- ----------------------------------------------------------------
(Address of principal executive offices)           (Zip Code)



Registrant's telephone number, including area code (818) 841-7766
                                                   ---------------


<PAGE>
                               This document consists of 5 pages,
                                  of which this page is number 2.

ITEM 5.   OTHER EVENTS.

          Reference is made to the press release of Registrant,
issued on June 7, 1996, which contains information meeting the
requirements of this Item 5, and which is incorporated herein by
this reference.  This press release is attached to this Form 8-K as
Exhibit 7.1.

<PAGE>
                               This document consists of 5 pages,
                                  of which this page is number 3.


                           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 thereunto duly authorized.

                            IWERKS ENTERTAINMENT, INC. (Registrant)



Dated:  June 10, 1996       By:  /s/ Guy Heyl                  
                                -------------------------------
                            Its: Vice President of Finance and
                                 Acting Chief Financial Officer


<PAGE>

                               This document consists of 5 pages,
                                  of which this page is number 4.

                          EXHIBIT INDEX


EXHIBIT                                               PAGE NUMBER
- -------                                               -----------
7.1            Press Release issued on June 7, 1996        5
               with respect to the resignation of
               Registrant's CFO.




<PAGE>

                               This document consists of 5 pages,
                                  of which this page is number 5.


     June 7, 1996 -- Iwerks Entertainment Inc. (NASDAQ/NMS:IWRK)
Co-Chairman, President and CEO Roy A. Wright has announced the
resignation of Francis T. Phalen as chief financial officer and as
a director of the board of Iwerks Entertainment Inc.

     Phalen has resigned to pursue personal business interests.

     Wright stated, "Frank has done a tremendous job for us as a
key member of a transition team that has returned Iwerks to
profitability for the first time since our initial public offering. 
We regret this loss and wish him well in his future endeavors." 

     Wright also announced that Iwerks Vice President of Finance,
Guy Heyl, has been named acting chief financial officer.  Heyl was
formerly the chief financial officer of Omni Films International
Inc. a publicly traded company acquired by Iwerks in May 1994.

     Iwerks Entertainment is the world's leading producer of high-
tech, multi-sensory experiences such as ride simulation, giant-
screen theatres, and other immersive attractions for the location-
based entertainment (LBE) market.  Founded in 1986 in Burbank,
Iwerks Entertainment has installed over 250 attractions worldwide.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4249}]
{"company-data": {"conformed-name": "IWERKS ENTERTAINMENT INC", "cik": "0000830404", "assigned-sic": "7900", "irs-number": "954439361", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-22558", "film-number": "96579161"}, "business-address": {"street1": "4540 WEST VALERIO ST", "city": "BURBANK", "state": "CA", "zip": "91505", "phone": "8188417766"}, "mail-address": {"street1": "4540 WEST VALERIO ST", "city": "BURBANK", "state": "CA", "zip": "91505"}}
This document consists of 5 pages,
                                  of which this page is number 1.

               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

                          JUNE 7, 1996         
                          ------------
                (Date of earliest event reported)

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

        DELAWARE                0-22558            95-4439361     
- -------------------------   ---------------    ---------------
(State or other juris-      (Commission        (IRS Employer 
diction or incorporation)   File Number)       Identification No.)

       4540 WEST VALERIO STREET, BURBANK, CALIFORNIA 91505      
- ----------------------------------------------------------------
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code (818) 841-7766
                                                   ---------------
This document consists of 5 pages,
                                  of which this page is number 2.

ITEM 5.   OTHER EVENTS.

          Reference is made to the press release of Registrant,
issued on June 7, 1996, which contains information meeting the
requirements of this Item 5, and which is incorporated herein by
this reference.  This press release is attached to this Form 8-K as
Exhibit 7.1.
This document consists of 5 pages,
                                  of which this page is number 3.

                           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 thereunto duly authorized.

                            IWERKS ENTERTAINMENT, INC. (Registrant)

Dated:  June 10, 1996       By:  /s/ Guy Heyl                  
                                -------------------------------
                            Its: Vice President of Finance and
                                 Acting Chief Financial Officer
This document consists of 5 pages,
                                  of which this page is number 4.

                          EXHIBIT INDEX

EXHIBIT                                               PAGE NUMBER
- -------                                               -----------
7.1            Press Release issued on June 7, 1996        5
               with respect to the resignation of
               Registrant's CFO.
This document consists of 5 pages,
                                  of which this page is number 5.

     June 7, 1996 -- Iwerks Entertainment Inc. (NASDAQ/NMS:IWRK)
Co-Chairman, President and CEO Roy A. Wright has announced the
resignation of Francis T. Phalen as chief financial officer and as
a director of the board of Iwerks Entertainment Inc.

     Phalen has resigned to pursue personal business interests.

     Wright stated, "Frank has done a tremendous job for us as a
key member of a transition team that has returned Iwerks to
profitability for the first time since our initial public offering. 
We regret this loss and wish him well in his future endeavors." 

     Wright also announced that Iwerks Vice President of Finance,
Guy Heyl, has been named acting chief financial officer.  Heyl was
formerly the chief financial officer of Omni Films International
Inc. a publicly traded company acquired by Iwerks in May 1994.

     Iwerks Entertainment is the world's leading producer of high-
tech, multi-sensory experiences such as ride simulation, giant-
screen theatres, and other immersive attractions for the location-
based entertainment (LBE) market.  Founded in 1986 in Burbank,
Iwerks Entertainment has installed over 250 attractions worldwide.