SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                          ----------------------------

                                 CURRENT REPORT
                                       ON
                                    FORM 8-K

                         PURSUANT TO SECTION 13 OR 15(d)
                                     OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                          ----------------------------


        DATE OF REPORT (Date of earliest event reported): March 10, 1999

                          ----------------------------


             (Exact name of registrant as specified in its charter)
                              THINK NEW IDEAS, INC.
                          ----------------------------


(State or other jurisdiction of   (Commission File Number)   (I.R.S. Employer   
       incorporation)                     000-21775          Identification No.)
         DELAWARE                                              95-4578104
                  


                    (Address of principal executive offices)
            45 WEST 36TH STREET, 12TH FLOOR, NEW YORK, NEW YORK 10018

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 629-6800


                          ----------------------------



<PAGE>




ITEM 1.  CHANGES IN CONTROL OF REGISTRANT

     Not Applicable.

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

          THINK New Ideas, Inc. (the "Company" or "THINK") entered into an Asset
Purchase Agreement,  dated March 10, 1999 (the "Asset Purchase  Agreement"),  to
purchase  certain  assets of Envision  Group  ("Envision"),  a  California-based
Internet Solutions partnership. Envision is engaged in the business of providing
Internet  marketing  and  web-based  solutions  to Fortune  500  companies.  The
Company's  acquisition  of Envision  will be  accounted  for using the  purchase
method of  accounting.  All of Envision's  current  employees  including the two
founding  partners  James  Hartley and Paul Ashcraft  (the  "Partners")  will be
retained and become part of the Company's operating structure.

     Pursuant to the Asset Purchase  Agreement,  the Company  purchased  certain
assets and assumed  certain  liabilities  related to the operations of Envision.
These  assets  which were used by  Envision  in its  operations  as a  web-based
solutions  company will be used similarly in the operations of THINK.  The Asset
Purchase  Agreement  is attached  hereto as Exhibit 2.1 and is  incorporated  by
reference herein in its entirety. The aggregate purchase price payable under the
Asset Purchase Agreement  consists of: (i) an initial  down-payment in shares of
the Company's Common Stock,  $.0001 par value per share (the "Common Stock"), of
$3,500,000 (the "Initial Down-payment");  and (ii) a contingent earn-out payment
equal to two times the revenue for the year ended  December  31, 1999 payable in
Common Stock (the "Contingent  Earn-Out Payment").  The aggregate purchase price
including the Initial  Down-payment will not exceed $9,000,000 payable in Common
Stock.  The Initial  Down-payment  of $3,500,000 was paid with 477,002 shares of
Common Stock at $7.34 per share, the average price per share of Common Stock for
the five trading days  preceding  the day prior to March 10, 1999 (the  "Closing
Date"). The Contingent Earn-Out Payment is payable on March 1, 2000 in shares of
Common  Stock.  In  addition,  the  Partners  can  receive up to $500,000 of the
Contingent Payment in cash.

     In connection  with the  acquisition,  the Company  entered into employment
agreements with each of the Partners (the "Employment Agreements") for a term of
two years from the Closing  Date which may be extended for  successive  one-year
periods at the option of the Company, subject to acceptance by the Partners. The
Partners  shall each be paid an annual  salary  equal to $150,000  for the first
year of employment and an annual salary equal to $165,000 for the second year of
employment  and are  eligible  for a bonus  based on the  achievment  of certain
profit targets.  Such salaries shall be payable in accordance with the customary
payroll practices of the Company.

     In connection  with the execution of the Employment  Agreements,  THINK has
granted each Partner incentive stock options to acquire 100,000 shares of Common
Stock  pursuant to the terms of THINK's  Amended and Restated  1998 Stock Option
Plan (the "Plan. In addition, THINK has agreed to grant options to acquire up to
50,000 shares of Common Stock pursuant to the Plan to individuals  designated by
the Partners who have been employed by the  Partnership  and who agree to become
employees of THINK.

<PAGE>

     The amount  and nature of the  consideration  paid in  connection  with the
transactions  reported  herein  were the  result  of arm's  length  negotiations
between the parties. No material  relationships between the Company and Envision
or any of the Company's or Envision's  affiliates,  any directors or officers of
the Company or partners of  Envision or any  associate  of any such  director or
officer  or partner  existed  prior to the  occurrence  or  consummation  of the
transaction reported herein.

ITEM 3.  BANKRUPTCY OR RECEIVERSHIP

     Not Applicable.

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS

     Not Applicable.

ITEM 5.  OTHER EVENTS

     Not Applicable.

ITEM 6.  RESIGNATION OF REGISTRANT'S DIRECTORS

     Not Applicable.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

     (a) and (b) Financial Statements.

     Financial Statements of Envision and the Pro forma financial information is
not required to be filed with this 8-K under Item 7 (a) and (b).

     (c)         Exhibits.


     2.1         Asset Purchase Agreement,  dated March 10, 1999, by  and  among
                 THINK New Ideas, Inc., Envision Group, James  Hartley  and Paul
                 Ashcraft.
     

<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 thereunto duly authorized.

                                  THINK NEW IDEAS, INC.
                                  (Registrant)



Date:  March 26, 1999             /s/ Melvin Epstein
                                 ---------------------------
                                  Melvin Epstein
                                  Chief Financial Officer
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 6574}]
{"company-data": {"conformed-name": "THINK NEW IDEAS INC", "cik": "0001014462", "assigned-sic": "7389", "irs-number": "954578104", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-21775", "film-number": "99575892"}, "business-address": {"street1": "45 W 36 STREET 12TH FLOOR", "street2": "SUITE 160", "city": "NYE YORK", "state": "NY", "zip": "10018", "phone": "2126296800"}, "mail-address": {"street1": "1800 MASSACHUSETTS AVENUE, N.W.", "street2": "2ND FLOOR", "city": "WASHINGTON,", "state": "DC", "zip": "20036-1800"}}
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                          ----------------------------

                                 CURRENT REPORT
                                       ON
                                    FORM 8-K

                         PURSUANT TO SECTION 13 OR 15(d)
                                     OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                          ----------------------------

        DATE OF REPORT (Date of earliest event reported): March 10, 1999

                          ----------------------------

             (Exact name of registrant as specified in its charter)
                              THINK NEW IDEAS, INC.
                          ----------------------------

(State or other jurisdiction of   (Commission File Number)   (I.R.S. Employer   
       incorporation)                     000-21775          Identification No.)
         DELAWARE                                              95-4578104
                  

                    (Address of principal executive offices)
            45 WEST 36TH STREET, 12TH FLOOR, NEW YORK, NEW YORK 10018

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 629-6800

                          ----------------------------
ITEM 1.  CHANGES IN CONTROL OF REGISTRANT

     Not Applicable.

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

          THINK New Ideas, Inc. (the "Company" or "THINK") entered into an Asset
Purchase Agreement,  dated March 10, 1999 (the "Asset Purchase  Agreement"),  to
purchase  certain  assets of Envision  Group  ("Envision"),  a  California-based
Internet Solutions partnership. Envision is engaged in the business of providing
Internet  marketing  and  web-based  solutions  to Fortune  500  companies.  The
Company's  acquisition  of Envision  will be  accounted  for using the  purchase
method of  accounting.  All of Envision's  current  employees  including the two
founding  partners  James  Hartley and Paul Ashcraft  (the  "Partners")  will be
retained and become part of the Company's operating structure.

     Pursuant to the Asset Purchase  Agreement,  the Company  purchased  certain
assets and assumed  certain  liabilities  related to the operations of Envision.
These  assets  which were used by  Envision  in its  operations  as a  web-based
solutions  company will be used similarly in the operations of THINK.  The Asset
Purchase  Agreement  is attached  hereto as Exhibit 2.1 and is  incorporated  by
reference herein in its entirety. The aggregate purchase price payable under the
Asset Purchase Agreement  consists of: (i) an initial  down-payment in shares of
the Company's Common Stock,  $.0001 par value per share (the "Common Stock"), of
$3,500,000 (the "Initial Down-payment");  and (ii) a contingent earn-out payment
equal to two times the revenue for the year ended  December  31, 1999 payable in
Common Stock (the "Contingent  Earn-Out Payment").  The aggregate purchase price
including the Initial  Down-payment will not exceed $9,000,000 payable in Common
Stock.  The Initial  Down-payment  of $3,500,000 was paid with 477,002 shares of
Common Stock at $7.34 per share, the average price per share of Common Stock for
the five trading days  preceding  the day prior to March 10, 1999 (the  "Closing
Date"). The Contingent Earn-Out Payment is payable on March 1, 2000 in shares of
Common  Stock.  In  addition,  the  Partners  can  receive up to $500,000 of the
Contingent Payment in cash.

     In connection  with the  acquisition,  the Company  entered into employment
agreements with each of the Partners (the "Employment Agreements") for a term of
two years from the Closing  Date which may be extended for  successive  one-year
periods at the option of the Company, subject to acceptance by the Partners. The
Partners  shall each be paid an annual  salary  equal to $150,000  for the first
year of employment and an annual salary equal to $165,000 for the second year of
employment  and are  eligible  for a bonus  based on the  achievment  of certain
profit targets.  Such salaries shall be payable in accordance with the customary
payroll practices of the Company.

     In connection  with the execution of the Employment  Agreements,  THINK has
granted each Partner incentive stock options to acquire 100,000 shares of Common
Stock  pursuant to the terms of THINK's  Amended and Restated  1998 Stock Option
Plan (the "Plan. In addition, THINK has agreed to grant options to acquire up to
50,000 shares of Common Stock pursuant to the Plan to individuals  designated by
the Partners who have been employed by the  Partnership  and who agree to become
employees of THINK.
The amount  and nature of the  consideration  paid in  connection  with the
transactions  reported  herein  were the  result  of arm's  length  negotiations
between the parties. No material  relationships between the Company and Envision
or any of the Company's or Envision's  affiliates,  any directors or officers of
the Company or partners of  Envision or any  associate  of any such  director or
officer  or partner  existed  prior to the  occurrence  or  consummation  of the
transaction reported herein.

ITEM 3.  BANKRUPTCY OR RECEIVERSHIP

     Not Applicable.

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS

     Not Applicable.

ITEM 5.  OTHER EVENTS

     Not Applicable.

ITEM 6.  RESIGNATION OF REGISTRANT'S DIRECTORS

     Not Applicable.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

     (a) and (b) Financial Statements.

     Financial Statements of Envision and the Pro forma financial information is
not required to be filed with this 8-K under Item 7 (a) and (b).

     (c)         Exhibits.

     2.1         Asset Purchase Agreement,  dated March 10, 1999, by  and  among
                 THINK New Ideas, Inc., Envision Group, James  Hartley  and Paul
                 Ashcraft.
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.

                                  THINK NEW IDEAS, INC.
                                  (Registrant)

Date:  March 26, 1999             /s/ Melvin Epstein
                                 ---------------------------
                                  Melvin Epstein
                                  Chief Financial Officer