<PAGE>
 
  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 1995
                                                REGISTRATION NO. 33-____________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

           California                                  84-0685613
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                     Identification No.)


                                9333 Oso Avenue
                          Chatsworth, California 91311
                                 (818) 407-9100
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                        Restated 1992 Stock Option Plan
                 Miscellaneous Employee/Director Benefit Plans
                           (Full Title of the Plans)

                                CHERYL LEE, ESQ.
                           IMAGE ENTERTAINMENT, INC.
                                9333 Oso Avenue
                          Chatsworth, California 91311
                                 (818) 407-9100
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                   COPIES TO:
                            CYNTHIA M. DUNNETT, ESQ.
                               Riordan & McKinzie
                       300 South Grand Avenue, 29th Floor
                         Los Angeles, California  90071

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
   From time to time after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.  [ ]

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.  [X]

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
                                                PROPOSED           PROPOSED
          TITLE OF                AMOUNT        MAXIMUM             MAXIMUM          AMOUNT OF
      SECURITIES TO BE            TO BE      OFFERING PRICE        AGGREGATE        REGISTRATION
         REGISTERED             REGISTERED   PER SHARE/(2)/   OFFERING PRICE/(2)/       FEE
================================================================================================
<S>                             <C>          <C>              <C>                   <C>
Common Stock (no par value         690,000
 per share)/(1)/                   shares        $6.84            $4,716,250           $1,627
================================================================================================
</TABLE>
(1)  Issuable upon the exercise of options under the Restated 1992 Stock Option
     Plan and miscellaneous employee benefit plans.
(2)  With respect to the 90,000 shares of Common Stock for which options have
     been granted, the price is based upon the prices at which the options may
     be exercised.  With respect to the 600,000 shares of Common Stock for
     which options have not been granted, the price is based on the average of
     the high and low prices of the Common Stock as quoted on the Nasdaq
     National Market on May 9, 1995, a date within five business days prior to
     the filing of this Registration Statement.
<PAGE>
 
                                EXPLANATORY NOTE

 In accordance with the Note to Part I of Form S-8, the information specified by
 Part I of Form S-8 has been omitted from this Registration Statement on Form S-
 8 for offers of Common Stock of Image Entertainment, Inc. (the "Company")
 pursuant to the Restated 1992 Stock Option Plan and miscellaneous
 employee/director benefit plans of the Company (the "Employee Benefit Plans").
 A Prospectus filed as a part of this Registration Statement has been prepared
 in accordance with the requirements of Form S-3 and may be used for reofferings
 of Common Stock acquired in the future pursuant to the Employee Benefit Plans
 by persons who may be deemed to be "affiliates" (as that term is defined in
 Rule 405 under the Securities Act of 1933, as amended) of the Company.
<PAGE>
 
 PROSPECTUS

                           IMAGE ENTERTAINMENT, INC.
                      COMMON STOCK, NO PAR VALUE PER SHARE
                         90,000 SHARES OF COMMON STOCK


      This Prospectus relates to the resale by certain officers, directors and
 former officers (hereinafter referred to collectively as the "Selling
 Shareholders" and individually as a "Selling Shareholder") of 90,000 shares of
 the common stock, no par value (the "Common Stock"), of Image Entertainment,
 Inc., a California corporation (the "Company"), acquired upon the exercise of
 stock options granted by the Company pursuant to miscellaneous
 employee/director benefit plans, which shares may be offered from time to time
 by the Selling Shareholders or by their pledgees, donees, transferees or other
 successors-in-interest.  The Company will receive no portion of the proceeds of
 sales made hereunder.  All registration expenses of this offering are being
 borne by the Company, but all selling and other expenses, including brokerage
 fees, will be borne by the Selling Shareholders.

               PROSPECTIVE PURCHASERS SHOULD CONSIDER THE FACTORS
        SET FORTH IN THIS PROSPECTUS UNDER "INVESTMENT CONSIDERATIONS."



      THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
      AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
      SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
      PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
      REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


      This Prospectus also relates to such additional shares of Common Stock as
 may be issued to the Selling Shareholders because of future stock dividends,
 stock splits or similar changes in capital structure.

      There can be no assurance that the Selling Shareholders will sell any of
 the shares offered hereby.

      The Common Stock is traded in the over-the-counter market on the Nasdaq
 National Market (Symbol:  DISK).  Prospective purchasers should obtain current
 market information regarding the Common Stock.

      No dealer, salesman or other person has been authorized to give any
 information or to make any representations other than those contained in this
 Prospectus in connection with the offering made hereby and, if given or made,
 such information or representations must not be relied upon as having been
 authorized by the Company or the Selling Shareholders.  Neither the delivery of
 this Prospectus nor any sale made hereunder shall, under any circumstances,
 imply that there has been no change in the affairs of the Company since the
 date hereof or that the information herein is correct as of any time subsequent
 to the date hereof.  This Prospectus does not constitute an offer to sell or a
 solicitation of an offer to buy any securities other than those to which it
 relates, nor does it constitute an offer to or solicitation of any person in
 any jurisdiction in which such offer or solicitation would be unlawful.  The
 shares offered hereby have not been registered for offer or sale under the
 securities laws of any state or other jurisdiction as of the date hereof.
 Broker-dealers effecting transactions in the shares should confirm the
 registration of the shares under the securities laws of the states or other
 jurisdictions in which such transactions occur or the existence of exemptions
 from such registration, or should cause such registration to occur in
 connection with any offer or sale of the shares.



                  The date of this Prospectus is May 16, 1995.
<PAGE>
 
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                      Page
                                                      ----
<S>                                                   <C>
 
 AVAILABLE INFORMATION.............................      3
 
 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...      3
 
 THE COMPANY.......................................      4
 
 INVESTMENT CONSIDERATIONS.........................      4
 
 SELLING SHAREHOLDERS..............................      6
 
 PLAN OF DISTRIBUTION..............................      6
 
 INDEMNIFICATION OF DIRECTORS AND OFFICERS.........      7
 
 LEGAL MATTERS.....................................      8
 
 EXPERTS...........................................      8
</TABLE>

                                       2
<PAGE>
 
                             AVAILABLE INFORMATION

      The Company is subject to the information requirements of the Exchange Act
 and in accordance therewith files reports, proxy statements and other
 information with the Securities and Exchange Commission (the "Commission").
 Reports, proxy statements and other information may be inspected and copied at
 the public reference facilities maintained by the Commission at Room 1024,
 Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
 following Regional Offices of the Commission:  Room 3190, Northwest Atrium
 Center, 500 West Madison Street, Chicago, Illinois 60661-2511; and 14th Floor,
 75 Park Place, New York, New York 10007.  Copies of such material can be
 obtained from the Public Reference Section of the Commission at Judiciary
 Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.

      The Company has filed with the Commission a Registration Statement on Form
 S-8 (herein, together with all amendments and exhibits thereto and all
 documents incorporated by reference therein, referred to as the "Registration
 Statement") under the Act, with respect to the shares of Common Stock offered
 hereby.  This Prospectus, which constitutes a part of the Registration
 Statement, does not contain all of the information set forth in the
 Registration Statement, certain items of which are omitted as permitted by the
 rules and regulations of the Commission.  For further information with respect
 to the Company and the shares of Common Stock, reference is made to the
 Registration Statement.  Statements made in this Prospectus as to the contents
 of any contract, agreement or other document referred to are not necessarily
 complete.  With respect to each such contract, agreement or other document
 filed as an exhibit to the Registration Statement, reference is made to the
 exhibit for a more complete description of the matter involved, and each such
 statement shall be deemed qualified in its entirety by such reference.  Items
 and information omitted from this Prospectus but contained in the Registration
 Statement may be inspected and copied at the Public Reference Facilities
 maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room
 1024, Washington, D.C. 20549.


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The Company hereby incorporates by reference into this Prospectus the
 following documents:

      (a)  the Company's Annual Report on Form 10-K for the fiscal year ended
           March 31, 1994;

      (b)  the Company's Quarterly Reports on Form 10-Q for the quarters ended
           June 30, September 30, and December 31, 1994;

      (c)  the description of the Common Stock contained in the Company's
           Registration Statement on Form 8-A filed with the Commission on April
           21, 1983, as amended by Amendment No. 1 on Form 8 filed with the
           Commission on April 22, 1991; and

      (d)  all documents filed by the Company pursuant to Sections 13(a), 13(c),
           14 or 15(d) of the Exchange Act subsequent to the date of this
           Prospectus and prior to the filing of a post-effective amendment
           which indicates that all securities offered have been sold or which
           deregisters all securities then remaining unsold.

      Any statement contained in a document incorporated or deemed to be
 incorporated by reference herein shall be deemed to be modified or superseded
 for purposes of this Prospectus to the extent that a statement contained
 herein, or in any subsequently filed document that is or is deemed to be
 incorporated by reference herein, modifies or supersedes such statement.  Any
 such statement so modified or superseded shall not be deemed, except as so
 modified or superseded, to constitute a part of this Prospectus.

      The Company will provide without charge to each person to whom a copy of
 this Prospectus is delivered, upon the oral or written request of such person,
 a copy of any documents incorporated by reference in the Registration Statement
 (other than exhibits to such documents).  Requests should be directed to Cheryl
 Lee, Esq.,

                                       3
<PAGE>
 
 Chief Administrative Officer and General Counsel, Image Entertainment, Inc.,
 9333 Oso Avenue, Chatsworth, California 91311, telephone number (818) 407-9100
 extension 256.


                                  THE COMPANY

      The Company has distributed programming on laserdisc since 1983, and is
 the largest laserdisc licensee and distributor in the United States.  The
 titles distributed by the Company include feature films, music videos, and
 children's, educational, documentary and special interest programming.  These
 titles are obtained from major motion picture studios and other suppliers under
 exclusive and nonexclusive license and wholesale distribution agreements.

      The Company was incorporated in Colorado in April 1975 as Key
 International Film Distributors, Inc., adopted its present name in June 1983
 and reincorporated in California in January 1990.  The Company's principal
 executive offices are located at 9333 Oso Avenue, Chatsworth, California 91311,
 and its telephone number is (818) 407-9100.


                           INVESTMENT CONSIDERATIONS

      Prior to making an investment decision, prospective purchasers should
 consider the specific factors set forth below as well as the other information
 set forth in this Prospectus.

 HISTORICAL LOSSES

      The Company has posted net losses for each fiscal year since 1984 (with
 the exception of the fiscal years ended March 31, 1992 and 1994).  No assurance
 can be given as to the Company's future profitability.

 CAPITAL REQUIREMENTS

      The Company's operations require substantial capital.  The Company
 believes that unrestricted cash and cash equivalents on hand as of the date
 hereof, plus anticipated cash flow from operations, will satisfy the Company's
 expected working capital requirements during the remainder of fiscal 1996.
 However, the Company may from time to time seek debt or equity financing.  Such
 financing may not be available on terms favorable to the Company, if at all,
 and may include the sale of Common Stock, which could adversely affect the
 market price of the Common Stock.

 GROWTH OF THE LASERDISC MARKET

      The Company has developed a strategy and entered into license and
 distribution agreements based upon its belief as to the continued growth of the
 laserdisc market.  Such growth depends upon various factors, including general
 economic conditions, sales of laserdisc players, retail availability of
 laserdiscs, the number of laserdisc titles and laserdisc manufacturing
 capacity.  The laserdisc market's failure to grow further could adversely
 affect the Company.

 PROGRAM ACQUISITION; COMPETITION

      As the Company does not produce its own programming, its success depends
 upon entering into new and renewing existing licenses and distribution
 agreements for feature films and other programming.  There is no assurance that
 suppliers of programming will continue to enter into or renew licenses and
 distribution agreements on terms acceptable to the Company, if at all.

      Most of the Company's current competitors have substantially greater
 financial resources than the Company.  If the laserdisc market expands, the
 Company may face increased competition.  Further, laserdiscs face

                                       4
<PAGE>
 
 competition from other forms of home video entertainment, e.g. videocassettes
                                                           ----               
 and network, syndicated and pay/cable television.  New technologies in the
 entertainment industry may offer alternate forms of leisure-time entertainment
 or alter the way in which existing forms are delivered, thereby increasing
 competition.

 MANUFACTURING CAPACITY

      The Company uses subcontractors to manufacture its laserdiscs.  While the
 Company believes that manufacturing facilities currently have the aggregate
 capacity to fulfill its orders, the demand for laserdiscs may periodically
 exceed manufacturing capacity at one or more facilities.

 DEPENDENCE ON KEY PERSONNEL

      The Company substantially depends upon certain key executives, the loss of
 whose services could adversely affect the Company.  Several agreements with
 suppliers of programming contain, and future agreements may contain,
 termination provisions relating to the continued employment of such executives.

 POTENTIAL MAJORITY SHAREHOLDER

      Image Investors Co. ("IIC"), a Delaware corporation controlled by John W.
 Kluge and Stuart Subotnick, had the power to vote 5,202,978 (approximately
 35.9%) of the shares of Common Stock outstanding at April 1, 1995.  By virtue
 of its voting power, IIC may be deemed to have influence over the Company's
 management and policies.  If IIC were to acquire voting power over more than
 50% of the outstanding shares of Common Stock (although there can be no
 assurance that it will), such increased voting power would (or could, depending
 upon the number of directors if voting for directors were cumulative) enable
 IIC to elect at least a majority of the members of the Company's board of
 directors and would otherwise enable IIC to approve or disapprove virtually any
 matter voted on by the shareholders.  In addition, IIC's acquisition or sale of
 shares of Common Stock could affect the Company's use of its net operating loss
 carryforward.

 POTENTIAL COMMON STOCK ISSUANCES; SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION
 RIGHTS

      As of April 1, 1995, there were 7,429,236 outstanding shares of Common
 Stock eligible for resale under Rule 144 promulgated under the Act, of which
 6,393,656 shares are entitled to certain registration rights.  In addition, as
 of April 1, 1995, the Company has issued options and warrants to purchase
 6,910,395 shares of Common Stock, of which 6,891,743 shares have been
 registered for resale or are entitled to certain registration rights.  The
 actual or potential sale of shares of Common Stock under Rule 144 or
 registration statements may make it more difficult for the Company to obtain
 equity financing and may adversely affect the market price of the Common Stock.

                                       5
<PAGE>
 
                              SELLING SHAREHOLDERS

      The table below sets forth (i) the names and relationships with the
 Company of the Selling Shareholders and (ii) the number of shares of Common
 Stock which each Selling Shareholder (a) beneficially owned at April 1, 1995,
 (b) may sell under this Prospectus and (c) would have beneficially owned if all
 the shares offered hereby had been sold on April 1, 1995 (and, if one percent
 or more, the percentage of the outstanding shares of Common Stock which such
 beneficially owned shares would have represented).  There were 13,990,303
 shares of Common Stock issued and outstanding at April 1, 1995.

      The number of shares beneficially owned includes shares of Common Stock in
 which a person has sole or shared voting power and/or sole or shared investment
 power.  A person is also deemed to be the beneficial owner of shares of Common
 Stock if the person has the right to acquire beneficial ownership of the
 shares, whether or not within 60 days, through the exercise of options or
 warrants.

      Common Stock not outstanding which is subject to options and warrants is
 deemed to be outstanding for the purpose of computing the percentage of the
 Common Stock beneficially owned by each person named below, but is not deemed
 to be outstanding for any other person.

      Except as noted, each person named below has sole voting and investment
 powers with respect to the Common Stock beneficially owned by the person,
 subject to applicable community property and similar laws.

<TABLE>
<CAPTION>
 
                                                          AMOUNT        AMOUNT       AMOUNT        PERCENTAGE
                                                       BENEFICIALLY     TO BE     BENEFICIALLY    BENEFICIALLY
                             RELATIONSHIP WITH THE     OWNED PRIOR     OFFERED    OWNED AFTER     OWNED AFTER
SELLING SHAREHOLDER                 COMPANY            TO OFFERING     HEREBY       OFFERING        OFFERING

<S>                         <C>                        <C>             <C>        <C>             <C>
Martin W. Greenwald         Chairman of the                1,250,973    150,000       1,100,973        7.72%
                            Board, Chief Executive
                            Officer, President
                            and Treasurer
Stuart Segall               Director                       1,130,857     15,000       1,115,857        7.86%
Kyle Kirkland               Director                          25,000     15,000          10,000         *

Ira S. Epstein/(1)/         Director                          34,731     25,000           9,731         *
Russell Harris/(2)(3)/      Director                         118,914     25,000          93,914         *
Jeff Framer                 Chief Financial Officer           39,650     10,000          29,650         *
Cheryl Lee                  Chief Administrative              93,409     10,000          83,409         *
                            Officer and General                                                 
                            Counsel                                                             
David Borshell              Senior Vice President             57,090     10,000          47,090         *
                            of Operations, Sales and                                               
                            Marketing                                                           
Rick Linton                 Former Officer                    10,000     10,000               0         *
                                                                                                 
</TABLE>
- ---------------
 * Percentage owned is less than 1%.
 (1) Includes 2,000 shares of Common stock held by Mr. Epstein's Keogh plan.
 (2) Under a December 29, 1987 stock purchase agreement, as amended (the "Stock
     Purchase Agreement"), certain investors (including Mr. Harris and IIC) have
     acquired shares of Common Stock from the Company.  The Schedule 13D, dated
     December 29, 1987, filed relative to the initial acquisition of shares
     under the Stock Purchase Agreement states that the investors "disclaim
     status as a group."  The Stock Purchase Agreement grants antidilution
     rights in connection with certain issuances of Common Stock.  Antidilution
     rights outstanding as of April 1, 1995 are included in the table.  The
     Stock Purchase Agreement also provides that investors collectively holding
     a percentage of "Shares" (as defined in the Stock Purchase Agreement) may
     cause the Company to register the Shares with the Commission.
 (3) Includes 77,514 shares of Common Stock held by Mr. Harris as trustee for a
     family trust.

                              PLAN OF DISTRIBUTION

      The shares of Common Stock may be sold from time to time to purchasers
 directly by any of the Selling Shareholders.  Alternatively, the Selling
 Shareholders may from time to time offer the shares of Common Stock through
 underwriters, dealers or agents, who may receive compensation in the form of
 underwriting discounts, concessions or commissions from the Selling
 Shareholders and/or purchasers of the shares of Common Stock for whom they may
 act as agent.  The Selling Shareholders and any underwriters, dealers or agents
 that participate in the distribution of the shares of Common Stock might be
 deemed to be underwriters, and any profit on the sale of such shares of Common
 Stock by them and any discounts, commissions or concessions received by any
 such underwriters, dealers or agents might be deemed to be underwriting
 discounts and commissions under the Securities Act.  At the time a particular
 offer of any of the shares of Common Stock is made, to the extent required, a

                                       6
<PAGE>
 
 supplement to this Prospectus will be distributed which will set forth the
 aggregate principal amount of stock being offered and the terms of the
 offering, including the name or names of any underwriters, dealers or agents,
 any discounts, commissions or other items constituting compensation from the
 Selling Shareholders and any discounts, commissions or concessions allowed or
 re-allowed or paid to dealers.  The Company is unaware of any plan of
 distribution of any of the Selling Shareholders with respect to the resale of
 the shares of Common Stock offered hereby.

      The shares of Common Stock may be sold in the over-the-counter market or
 in privately negotiated transactions.  Sales of such shares in the over-the-
 counter market may be by means of one or more of the following:  (a) a block
 trade in which a broker or dealer will attempt to sell his or her shares as
 agent but may position and resell a portion of the block as principal to
 facilitate the transaction; (b) purchases by a dealer as principal and resale
 by such dealer for its account pursuant to this Prospectus; and (c) ordinary
 brokerage transactions and transactions in which the broker solicits
 purchasers.  In addition, any securities covered by this Prospectus which
 qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
 pursuant to this Prospectus.  Each Selling Shareholder will be subject to
 applicable provisions of the Securities Exchange Act of 1934, as amended, and
 the rules and regulations thereunder, including, without limitation, Rule 10b-
 2, 10b-6 and 10b-7, which provisions may limit the timing of purchases and
 sales of any of the shares of Common Stock by the Selling Shareholders.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 317 of the California General Corporation Law (the "GCL") provides
 that a California corporation (such as the Company) has the power to indemnify
 its officers and directors in certain circumstances.

      Subdivision (b) of Section 317 of the GCL empowers a corporation to
 indemnify any director or officer, or former director or officer, who was or is
 a party or is threatened to be made a party to any proceeding (other than an
 action by or in the right of the corporation to procure a judgment in its
 favor), against expenses, judgments, fines, settlements and other amounts
 actually and reasonably incurred in connection with the proceeding if such
 director or officer acted in good faith and in a manner reasonably believed to
 be in the best interests of the corporation and, in the case of a criminal
 proceeding, had no reasonable cause to believe the conduct of such director or
 officer was unlawful.

      Subdivision (c) of Section 317 of the GCL empowers a corporation to
 indemnify any director or officer, or former director or officer, who was or is
 a party or is threatened to be made a party to any threatened, pending, or
 completed action by or in the right of the corporation to procure a judgment in
 its favor, against expenses actually and reasonably incurred by such director
 or officer in connection with the defense or settlement of the action if such
 director or officer acted in good faith, in a manner believed to be in the best
 interests of the corporation and its shareholders, except that no
 indemnification may be made (i) in respect of any claim, issue or matter as to
 which such director or officer shall have been adjudged to be liable to the
 corporation in the performance of such director's or officer's duty to the
 corporation and its shareholders, unless and only to the extent that the court
 in which the proceeding is or was pending shall determine upon application
 that, in view of all the circumstances of the case, such director or officer is
 fairly or reasonably entitled to indemnity for expenses and then only to the
 extent that the court shall determine, (ii) for amounts paid in settling or
 otherwise disposing of a pending action without court approval and (iii) for
 expenses incurred in defending a pending action which is settled or otherwise
 disposed of without court approval.

      Section 317 further provides that to the extent a director or officer of
 the corporation has been successful in the defense of any proceeding referred
 to in subdivision (b) or (c) or in the defense of any claim, issue or matter
 therein, such director or officer shall be indemnified against expenses
 actually and reasonably incurred in connection therewith; that any other
 indemnification under Section 317 shall be made only if authorized, upon a
 determination that indemnification is proper, by (i) a majority of a quorum
 consisting of directors who are not parties to the proceeding, (ii) if such a
 quorum is not obtainable, by independent legal counsel in a written opinion,
 (iii) approval of the shareholders, with the shares owned by the person to be
 indemnified not being entitled to vote or (iv) by the

                                       7
<PAGE>
 
 court in which the proceeding is or was pending; that indemnification provided
 for by Section 317 shall not be deemed exclusive of any additional rights to
 which the indemnified party may be entitled; and that the corporation shall
 have power to purchase and maintain insurance on behalf of a director or
 officer of the corporation against any liability asserted against or incurred
 by such director or officer in such capacity or arising out of his or her
 status as such whether or not the corporation would have the power to indemnify
 him or her against that liability under Section 317.

      The GCL permits a corporation to limit, under certain circumstances, a
 director's liability for monetary damages for actions brought by or on behalf
 of the corporation.  The Company's Restated Articles of Incorporation provide
 for the elimination of the liability of directors for monetary damages to the
 full extent permitted by law.

      The Company's Restated Articles of Incorporation and Bylaws provide for
 indemnification of the Company's officers and directors to the full extent
 permitted by law, including Section 317 of the GCL.  In addition, the Company
 has entered into indemnification agreements with its officers and directors.
 The form and execution of the indemnification agreements, which are intended to
 provide the maximum indemnification allowed under California law, were approved
 at the Company's October 6, 1989 annual shareholders' meeting.  The Company
 maintains a directors and officers liability insurance policy providing
 aggregate coverage of $5,000,000, including securities-related coverage of
 $5,000,000.

      Insofar as indemnification for liabilities under the Act may be permitted
 to directors, officers and controlling persons of the Company pursuant to the
 foregoing provisions, or otherwise, the Company has been advised that in the
 opinion of the Commission such indemnification is against public policy as
 expressed in the Act and is, therefore, unenforceable.  In the event that a
 claim for indemnification against such liabilities (other than the payment by
 the Company of expenses incurred or paid by a director, officer or controlling
 person of the Company in the successful defense of any action, suit or
 proceeding) is asserted by such director, officer or controlling person in
 connection with the securities being registered, the Company will, unless in
 the opinion of its counsel the matter has been settled by controlling
 precedent, submit to a court of appropriate jurisdiction the question whether
 such indemnification by it is against public policy as expressed in the Act and
 will be governed by the final adjudication of such issue.


                                 LEGAL MATTERS

      The validity of the shares of Common Stock offered hereby has been passed
 upon for the Company by Cheryl Lee, Esq., Chief Administrative Officer and
 General Counsel of the Company.


                                    EXPERTS

      The financial statements of the Company as of March 31, 1994 and 1993 and
 for each of the years in the three-year period ended March 31, 1994, which are
 included in the Company's Annual Report on Form 10-K for the fiscal year ended
 March 31, 1994 and incorporated by reference in this Prospectus and elsewhere
 in the Registration Statement, have been so incorporated in reliance upon the
 report of KPMG Peat Marwick LLP, independent certified public accountants,
 incorporated by reference in this Prospectus and elsewhere in this Registration
 Statement, and upon the authority of said firm as experts in accounting and
 auditing.

                                       8
<PAGE>
 
                           IMAGE ENTERTAINMENT, INC.
                       REGISTRATION STATEMENT ON FORM S-8
                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS


 Item 3.  Incorporation of Documents by Reference
          ---------------------------------------

      The Company hereby incorporates by reference into this Registration
 Statement the following documents:

           (a)  the Company's Annual Report on Form 10-K for the fiscal year
                ended March 31, 1994;

           (b)  the Company's Quarterly Reports on Form 10-Q for the quarters
                ended June 30, September 30 and December 31, 1994; and

           (c)  the description of the Common Stock contained in the Company's
                Registration Statement on Form 8-A filed with the Commission on
                April 21, 1983, as amended by Amendment No. 1 on Form 8 filed
                with the Commission on April 22, 1991.

      All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
 and 15(d) of the Exchange Act, subsequent to the date of this Registration
 Statement and prior to the filing of a post-effective amendment which indicates
 that all securities offered have been sold or which deregisters all securities
 then remaining unsold, shall be deemed to be incorporated by reference in this
 Registration Statement and to be a part hereof from the date of filing such
 documents.  Any statement contained in a document incorporated or deemed to be
 incorporated by reference herein shall be deemed to be modified or superseded
 for purposes of this Registration Statement to the extent that a statement
 contained herein, or in any subsequently filed document that is or is deemed to
 be incorporated by reference herein, modifies or supersedes such statement.
 Any such statement so modified or superseded shall not be deemed, except as so
 modified or superseded, to constitute a part of this Registration Statement.

 Item 4.  Description of Securities
          -------------------------

          Not applicable.

 Item 5.  Interests of Named Experts and Counsel
          --------------------------------------

          Not applicable.

 Item 6.  Indemnification of Directors and Officers
          -----------------------------------------

      The section in the Prospectus filed herewith entitled "Indemnification of
 Directors and Officers" is hereby incorporated by reference in this Item.

 Item 7.  Exemption from Registration Claimed
          -----------------------------------
 
          Not applicable.
 
 

                                      II-1
<PAGE>
 
 Item 8.  Exhibits
 
Exhibit No.   Description of Exhibit
- -----------   ----------------------
 
    5         Opinion of General Counsel of Image Entertainment, Inc.  
              Filed herewith.

   10.1       Image Entertainment, Inc. Restated 1992 Stock Option Plan.  
              Incorporated by reference to Exhibit A of the Company's Proxy 
              Statement dated July 29, 1994.

   10.2       Option Agreement dated July 8, 1993 between the Company and 
              Ira S. Epstein. Filed herewith.

   10.3       Option Agreement dated July 8, 1993 between the Company and 
              Russell Harris. Filed herewith.

   10.4       Option Agreement dated July 12, 1994 between the Company and 
              Ira S. Epstein. Filed herewith.

   10.5       Option Agreement dated July 12, 1994 between the Company and 
              Russell Harris. Filed herewith.

   10.6       Form of Option Agreement between the Company and certain 
              executive officers and key employees.  Incorporated by reference
              to Exhibit 10.24 of the Company's Annual Report on Form 10-K for 
              the year ended March 31, 1994.

   23.1       Consent of General Counsel of Image Entertainment, Inc. 
              (contained in Exhibit 5). Filed herewith.

   23.2       Consent of KPMG Peat Marwick LLP.  Filed herewith.
 

 Item 9.  Undertakings
          ------------

      (a)  The undersigned Registrant hereby undertakes:

           (1) To file, during any period in which offers or sales are being
 made, a post- effective amendment to this Registration Statement;

           (i) to include any prospectus required by Section 10(a) (3) of the
 Act;

           (ii) to reflect in the prospectus any facts or events arising after
 the effective date of the Registration Statement (or the most recent post-
 effective amendment thereof) which, individually or in the aggregate, represent
 a fundamental change in the information set forth in the Registration
 Statement;

           (iii)     To include any material information with respect to the
 plan of distribution not previously disclosed in the Registration Statement or
 any material change to such information in the Registration Statement;

      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      --------  -------                                                       
 if the Registration Statement is on Form S-3 or Form S, and the information
 required to be included in a post-effective amendment by those paragraphs is
 contained in periodic reports filed by the Registrant pursuant to Section 13 or
 Section 15(d) of the Exchange Act that are incorporated by reference in the
 Registration Statement.

           (2) That, for the purposes of determining any liability under the
 Act, each such post-effective amendment shall be deemed to be a new
 registration statement relating to the securities offered therein, and the
 offering of such securities at that time shall be deemed to be the initial bona
 fide offering thereof.

           (3) To remove from registration by means of a post-effective
 amendment any of the securities being registered which remain unsold at the
 termination of the offering.

      (b) The undersigned Registrant hereby undertakes that, for purposes of
 determining any liability under the Act, each filing of the Registrant's annual
 report pursuant to Section 13(a) or Section 15(d) of the Exchange Act

                                      II-2
<PAGE>
 
 (and, where applicable, each filing of an employee benefit plan's annual report
 pursuant to Section 15(d) of the Exchange Act) that is incorporated by
 reference in the Registration Statement shall be deemed to be a new
 registration statement relating to the securities offered therein, and the
 offering of such securities at that time shall be deemed to be the initial bona
 fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the Act may
 be permitted to directors, officers and controlling persons of the Registrant
 pursuant to the foregoing provisions of Item 6 hereof, or otherwise, the
 Registrant has been advised that in the opinion of the Commission such
 indemnification is against public policy as expressed in the Act and is,
 therefore, unenforceable.  In the event that a claim for indemnification
 against such liabilities (other than the payment by the Registrant of expenses
 incurred or paid by a director, officer or controlling person of the Registrant
 in the successful defense of any action, suit or proceeding) is asserted by
 such director, officer or controlling person in connection with the securities
 being registered, the Registrant will, unless in the opinion of its counsel the
 matter has been settled by controlling precedent, submit to a court of
 appropriate jurisdiction the question whether such indemnification by it is
 against public policy as expressed in the Act and will be governed by the final
 adjudication of such issue.

                                      II-3
<PAGE>
 
                                   SIGNATURES


      Pursuant to the requirements of the Securities Act of 1933, the Registrant
 certifies that it has reasonable grounds to believe that it meets all of the
 requirements for filing on Form S-8 and Form S-3 and has duly caused this
 Registration Statement to be signed on its behalf by the undersigned, thereunto
 duly authorized, in the City of Chatsworth, State of California, on May 10,
 1995.

                               IMAGE ENTERTAINMENT, INC.

                               By:   /s/ Martin W. Greenwald
                                     --------------------------------------
                                     Martin W. Greenwald
                                     Chairman of the Board, Chief Executive
                                     Officer, President and Treasurer

      Each person whose signature appears below constitutes and appoints Martin
 W. Greenwald and Jeff Framer, and each of them, his true and lawful attorneys-
 in-fact and agents, each with full power of substitution and resubstitution,
 for him and in his name, place and stead, in any and all capacities, to sign
 any or all amendments to this Registration Statement, including post-effective
 amendments, and to file the same, with all exhibits thereto, and other
 documents in connection therewith, with the Securities and Exchange Commission,
 granting unto said attorneys-in-fact and agents, and each of them, full power
 and authority to do and perform each and every act and thing requisite or
 necessary to be done in or about the premises, as fully to all intents and
 purposes as he might or could do in person, hereby ratifying and confirming all
 that each of said attorneys-in-fact and agents, or their substitutes, may
 lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
 Registration Statement has been signed by the following persons in the
 capacities and on the dates indicated.

<TABLE>
<CAPTION>
 
        Signature                        Title                     Date
        ---------                        ------                    ---- 
<S>                           <C>                              <C>   
/s/ Martin W. Greenwald       Chairman of the Board, Chief     May 10, 1995
- -------------------------      Executive Officer, President
Martin W. Greenwald            and Treasurer (Principal
                               executive officer)
 
/s/ Jeff Framer               Chief Financial Officer          May 10, 1995
- -------------------------      (Principal financial and
Jeff Framer                     accounting officer)
 
/s/ Stuart Segall             Director                         May 10, 1995
- -------------------------
Stuart Segall
 
/s/ Ira S. Epstein            Director                         May 10, 1995
- ------------------------- 
Ira S. Epstein
 
/s/ Russell Harris            Director                         May 10, 1995
- ------------------------- 
Russell Harris
 
/s/ Kyle Kirkland             Director                         May 10, 1995
- ------------------------- 
Kyle Kirkland
</TABLE>

                                      II-4
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
                                                                                      Sequential
Exhibit No.                          Description of Exhibit                           Page Number
- -----------   ---------------------------------------------------------------------   -----------
<C>           <S>                                                                     <C> 
    5         Opinion of General Counsel of Image Entertainment, Inc.  Filed
              herewith.

   10.1       Image Entertainment, Inc. Restated 1992 Stock Option Plan.                   *
              Incorporated by reference to Exhibit A of the Company's Proxy
              Statement dated July 29, 1994.

   10.2       Option Agreement dated July 8, 1993 between the Company and Ira S.
              Epstein.  Filed herewith.

   10.3       Option Agreement dated July 8, 1993 between the Company and Russell
              Harris.  Filed herewith.

   10.4       Option Agreement dated July 12, 1994 between the Company and Ira S.
              Epstein.  Filed herewith.

   10.5       Option Agreement dated July 12, 1994 between the Company and Russell
              Harris.  Filed herewith.

   10.6       Form of Option Agreement between the Company and certain executive           *
              officers and key employees.  Incorporated by reference to Exhibit
              10.24 of the Company's Annual Report on Form 10-K for the year ended
              March 31, 1994.

    23.1      Consent of General Counsel of Image Entertainment, Inc. (contained
              in Exhibit 5).  Filed herewith.

    23.2      Consent of KPMG Peat Marwick LLP.  Filed herewith.
 
</TABLE>
     *  Incorporated by reference herein.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 RESTATED 1992 STATEMENT", "secsgml_size_bytes": 47347}]
{"company-data": {"conformed-name": "IMAGE ENTERTAINMENT INC", "cik": "0000216324", "assigned-sic": "7819", "irs-number": "840685613", "state-of-incorporation": "CA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59353", "film-number": "95540180"}, "business-address": {"street1": "9333 OSO AVENUE", "city": "CHATSWORTH", "state": "CA", "zip": "91311", "phone": "8184079100"}, "mail-address": {"street1": "9333 OSO AVENUE", "city": "CHATSWORTH", "state": "CA", "zip": "91311"}, "former-company": {"former-conformed-name": "KEY INTERNATIONAL FILM DISTRIBUTORS INC", "date-changed": "19830719"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 1995
                                                REGISTRATION NO. 33-____________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

           California                                  84-0685613
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                     Identification No.)

                                9333 Oso Avenue
                          Chatsworth, California 91311
                                 (818) 407-9100
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                        Restated 1992 Stock Option Plan
                 Miscellaneous Employee/Director Benefit Plans
                           (Full Title of the Plans)

                                CHERYL LEE, ESQ.
                           IMAGE ENTERTAINMENT, INC.
                                9333 Oso Avenue
                          Chatsworth, California 91311
                                 (818) 407-9100
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                   COPIES TO:
                            CYNTHIA M. DUNNETT, ESQ.
                               Riordan & McKinzie
                       300 South Grand Avenue, 29th Floor
                         Los Angeles, California  90071

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
   From time to time after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.  [ ]

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.  [X]

                        CALCULATION OF REGISTRATION FEE
================================================================================================
                                                PROPOSED           PROPOSED
          TITLE OF                AMOUNT        MAXIMUM             MAXIMUM          AMOUNT OF
      SECURITIES TO BE            TO BE      OFFERING PRICE        AGGREGATE        REGISTRATION
         REGISTERED             REGISTERED   PER SHARE/(2)/   OFFERING PRICE/(2)/       FEE
================================================================================================
Common Stock (no par value         690,000
 per share)/(1)/                   shares        $6.84            $4,716,250           $1,627
================================================================================================
(1)  Issuable upon the exercise of options under the Restated 1992 Stock Option
     Plan and miscellaneous employee benefit plans.
(2)  With respect to the 90,000 shares of Common Stock for which options have
     been granted, the price is based upon the prices at which the options may
     be exercised.  With respect to the 600,000 shares of Common Stock for
     which options have not been granted, the price is based on the average of
     the high and low prices of the Common Stock as quoted on the Nasdaq
     National Market on May 9, 1995, a date within five business days prior to
     the filing of this Registration Statement.
EXPLANATORY NOTE

 In accordance with the Note to Part I of Form S-8, the information specified by
 Part I of Form S-8 has been omitted from this Registration Statement on Form S-
 8 for offers of Common Stock of Image Entertainment, Inc. (the "Company")
 pursuant to the Restated 1992 Stock Option Plan and miscellaneous
 employee/director benefit plans of the Company (the "Employee Benefit Plans").
 A Prospectus filed as a part of this Registration Statement has been prepared
 in accordance with the requirements of Form S-3 and may be used for reofferings
 of Common Stock acquired in the future pursuant to the Employee Benefit Plans
 by persons who may be deemed to be "affiliates" (as that term is defined in
 Rule 405 under the Securities Act of 1933, as amended) of the Company.
PROSPECTUS

                           IMAGE ENTERTAINMENT, INC.
                      COMMON STOCK, NO PAR VALUE PER SHARE
                         90,000 SHARES OF COMMON STOCK

      This Prospectus relates to the resale by certain officers, directors and
 former officers (hereinafter referred to collectively as the "Selling
 Shareholders" and individually as a "Selling Shareholder") of 90,000 shares of
 the common stock, no par value (the "Common Stock"), of Image Entertainment,
 Inc., a California corporation (the "Company"), acquired upon the exercise of
 stock options granted by the Company pursuant to miscellaneous
 employee/director benefit plans, which shares may be offered from time to time
 by the Selling Shareholders or by their pledgees, donees, transferees or other
 successors-in-interest.  The Company will receive no portion of the proceeds of
 sales made hereunder.  All registration expenses of this offering are being
 borne by the Company, but all selling and other expenses, including brokerage
 fees, will be borne by the Selling Shareholders.

               PROSPECTIVE PURCHASERS SHOULD CONSIDER THE FACTORS
        SET FORTH IN THIS PROSPECTUS UNDER "INVESTMENT CONSIDERATIONS."

      THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
      AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
      SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
      PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
      REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

      This Prospectus also relates to such additional shares of Common Stock as
 may be issued to the Selling Shareholders because of future stock dividends,
 stock splits or similar changes in capital structure.

      There can be no assurance that the Selling Shareholders will sell any of
 the shares offered hereby.

      The Common Stock is traded in the over-the-counter market on the Nasdaq
 National Market (Symbol:  DISK).  Prospective purchasers should obtain current
 market information regarding the Common Stock.

      No dealer, salesman or other person has been authorized to give any
 information or to make any representations other than those contained in this
 Prospectus in connection with the offering made hereby and, if given or made,
 such information or representations must not be relied upon as having been
 authorized by the Company or the Selling Shareholders.  Neither the delivery of
 this Prospectus nor any sale made hereunder shall, under any circumstances,
 imply that there has been no change in the affairs of the Company since the
 date hereof or that the information herein is correct as of any time subsequent
 to the date hereof.  This Prospectus does not constitute an offer to sell or a
 solicitation of an offer to buy any securities other than those to which it
 relates, nor does it constitute an offer to or solicitation of any person in
 any jurisdiction in which such offer or solicitation would be unlawful.  The
 shares offered hereby have not been registered for offer or sale under the
 securities laws of any state or other jurisdiction as of the date hereof.
 Broker-dealers effecting transactions in the shares should confirm the
 registration of the shares under the securities laws of the states or other
 jurisdictions in which such transactions occur or the existence of exemptions
 from such registration, or should cause such registration to occur in
 connection with any offer or sale of the shares.

                  The date of this Prospectus is May 16, 1995.
TABLE OF CONTENTS
Page
                                                      ----
AVAILABLE INFORMATION.............................      3
 
 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...      3
 
 THE COMPANY.......................................      4
 
 INVESTMENT CONSIDERATIONS.........................      4
 
 SELLING SHAREHOLDERS..............................      6
 
 PLAN OF DISTRIBUTION..............................      6
 
 INDEMNIFICATION OF DIRECTORS AND OFFICERS.........      7
 
 LEGAL MATTERS.....................................      8
 
 EXPERTS...........................................      8
2
AVAILABLE INFORMATION

      The Company is subject to the information requirements of the Exchange Act
 and in accordance therewith files reports, proxy statements and other
 information with the Securities and Exchange Commission (the "Commission").
 Reports, proxy statements and other information may be inspected and copied at
 the public reference facilities maintained by the Commission at Room 1024,
 Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
 following Regional Offices of the Commission:  Room 3190, Northwest Atrium
 Center, 500 West Madison Street, Chicago, Illinois 60661-2511; and 14th Floor,
 75 Park Place, New York, New York 10007.  Copies of such material can be
 obtained from the Public Reference Section of the Commission at Judiciary
 Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.

      The Company has filed with the Commission a Registration Statement on Form
 S-8 (herein, together with all amendments and exhibits thereto and all
 documents incorporated by reference therein, referred to as the "Registration
 Statement") under the Act, with respect to the shares of Common Stock offered
 hereby.  This Prospectus, which constitutes a part of the Registration
 Statement, does not contain all of the information set forth in the
 Registration Statement, certain items of which are omitted as permitted by the
 rules and regulations of the Commission.  For further information with respect
 to the Company and the shares of Common Stock, reference is made to the
 Registration Statement.  Statements made in this Prospectus as to the contents
 of any contract, agreement or other document referred to are not necessarily
 complete.  With respect to each such contract, agreement or other document
 filed as an exhibit to the Registration Statement, reference is made to the
 exhibit for a more complete description of the matter involved, and each such
 statement shall be deemed qualified in its entirety by such reference.  Items
 and information omitted from this Prospectus but contained in the Registration
 Statement may be inspected and copied at the Public Reference Facilities
 maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room
 1024, Washington, D.C. 20549.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The Company hereby incorporates by reference into this Prospectus the
 following documents:

      (a)  the Company's Annual Report on Form 10-K for the fiscal year ended
           March 31, 1994;

      (b)  the Company's Quarterly Reports on Form 10-Q for the quarters ended
           June 30, September 30, and December 31, 1994;

      (c)  the description of the Common Stock contained in the Company's
           Registration Statement on Form 8-A filed with the Commission on April
           21, 1983, as amended by Amendment No. 1 on Form 8 filed with the
           Commission on April 22, 1991; and

      (d)  all documents filed by the Company pursuant to Sections 13(a), 13(c),
           14 or 15(d) of the Exchange Act subsequent to the date of this
           Prospectus and prior to the filing of a post-effective amendment
           which indicates that all securities offered have been sold or which
           deregisters all securities then remaining unsold.

      Any statement contained in a document incorporated or deemed to be
 incorporated by reference herein shall be deemed to be modified or superseded
 for purposes of this Prospectus to the extent that a statement contained
 herein, or in any subsequently filed document that is or is deemed to be
 incorporated by reference herein, modifies or supersedes such statement.  Any
 such statement so modified or superseded shall not be deemed, except as so
 modified or superseded, to constitute a part of this Prospectus.

      The Company will provide without charge to each person to whom a copy of
 this Prospectus is delivered, upon the oral or written request of such person,
 a copy of any documents incorporated by reference in the Registration Statement
 (other than exhibits to such documents).  Requests should be directed to Cheryl
 Lee, Esq.,

                                       3
Chief Administrative Officer and General Counsel, Image Entertainment, Inc.,
 9333 Oso Avenue, Chatsworth, California 91311, telephone number (818) 407-9100
 extension 256.

                                  THE COMPANY

      The Company has distributed programming on laserdisc since 1983, and is
 the largest laserdisc licensee and distributor in the United States.  The
 titles distributed by the Company include feature films, music videos, and
 children's, educational, documentary and special interest programming.  These
 titles are obtained from major motion picture studios and other suppliers under
 exclusive and nonexclusive license and wholesale distribution agreements.

      The Company was incorporated in Colorado in April 1975 as Key
 International Film Distributors, Inc., adopted its present name in June 1983
 and reincorporated in California in January 1990.  The Company's principal
 executive offices are located at 9333 Oso Avenue, Chatsworth, California 91311,
 and its telephone number is (818) 407-9100.

                           INVESTMENT CONSIDERATIONS

      Prior to making an investment decision, prospective purchasers should
 consider the specific factors set forth below as well as the other information
 set forth in this Prospectus.

 HISTORICAL LOSSES

      The Company has posted net losses for each fiscal year since 1984 (with
 the exception of the fiscal years ended March 31, 1992 and 1994).  No assurance
 can be given as to the Company's future profitability.

 CAPITAL REQUIREMENTS

      The Company's operations require substantial capital.  The Company
 believes that unrestricted cash and cash equivalents on hand as of the date
 hereof, plus anticipated cash flow from operations, will satisfy the Company's
 expected working capital requirements during the remainder of fiscal 1996.
 However, the Company may from time to time seek debt or equity financing.  Such
 financing may not be available on terms favorable to the Company, if at all,
 and may include the sale of Common Stock, which could adversely affect the
 market price of the Common Stock.

 GROWTH OF THE LASERDISC MARKET

      The Company has developed a strategy and entered into license and
 distribution agreements based upon its belief as to the continued growth of the
 laserdisc market.  Such growth depends upon various factors, including general
 economic conditions, sales of laserdisc players, retail availability of
 laserdiscs, the number of laserdisc titles and laserdisc manufacturing
 capacity.  The laserdisc market's failure to grow further could adversely
 affect the Company.

 PROGRAM ACQUISITION; COMPETITION

      As the Company does not produce its own programming, its success depends
 upon entering into new and renewing existing licenses and distribution
 agreements for feature films and other programming.  There is no assurance that
 suppliers of programming will continue to enter into or renew licenses and
 distribution agreements on terms acceptable to the Company, if at all.

      Most of the Company's current competitors have substantially greater
 financial resources than the Company.  If the laserdisc market expands, the
 Company may face increased competition.  Further, laserdiscs face

                                       4
competition from other forms of home video entertainment, e.g. videocassettes
                                                           ----               
 and network, syndicated and pay/cable television.  New technologies in the
 entertainment industry may offer alternate forms of leisure-time entertainment
 or alter the way in which existing forms are delivered, thereby increasing
 competition.

 MANUFACTURING CAPACITY

      The Company uses subcontractors to manufacture its laserdiscs.  While the
 Company believes that manufacturing facilities currently have the aggregate
 capacity to fulfill its orders, the demand for laserdiscs may periodically
 exceed manufacturing capacity at one or more facilities.

 DEPENDENCE ON KEY PERSONNEL

      The Company substantially depends upon certain key executives, the loss of
 whose services could adversely affect the Company.  Several agreements with
 suppliers of programming contain, and future agreements may contain,
 termination provisions relating to the continued employment of such executives.

 POTENTIAL MAJORITY SHAREHOLDER

      Image Investors Co. ("IIC"), a Delaware corporation controlled by John W.
 Kluge and Stuart Subotnick, had the power to vote 5,202,978 (approximately
 35.9%) of the shares of Common Stock outstanding at April 1, 1995.  By virtue
 of its voting power, IIC may be deemed to have influence over the Company's
 management and policies.  If IIC were to acquire voting power over more than
 50% of the outstanding shares of Common Stock (although there can be no
 assurance that it will), such increased voting power would (or could, depending
 upon the number of directors if voting for directors were cumulative) enable
 IIC to elect at least a majority of the members of the Company's board of
 directors and would otherwise enable IIC to approve or disapprove virtually any
 matter voted on by the shareholders.  In addition, IIC's acquisition or sale of
 shares of Common Stock could affect the Company's use of its net operating loss
 carryforward.

 POTENTIAL COMMON STOCK ISSUANCES; SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION
 RIGHTS

      As of April 1, 1995, there were 7,429,236 outstanding shares of Common
 Stock eligible for resale under Rule 144 promulgated under the Act, of which
 6,393,656 shares are entitled to certain registration rights.  In addition, as
 of April 1, 1995, the Company has issued options and warrants to purchase
 6,910,395 shares of Common Stock, of which 6,891,743 shares have been
 registered for resale or are entitled to certain registration rights.  The
 actual or potential sale of shares of Common Stock under Rule 144 or
 registration statements may make it more difficult for the Company to obtain
 equity financing and may adversely affect the market price of the Common Stock.

                                       5
SELLING SHAREHOLDERS

      The table below sets forth (i) the names and relationships with the
 Company of the Selling Shareholders and (ii) the number of shares of Common
 Stock which each Selling Shareholder (a) beneficially owned at April 1, 1995,
 (b) may sell under this Prospectus and (c) would have beneficially owned if all
 the shares offered hereby had been sold on April 1, 1995 (and, if one percent
 or more, the percentage of the outstanding shares of Common Stock which such
 beneficially owned shares would have represented).  There were 13,990,303
 shares of Common Stock issued and outstanding at April 1, 1995.

      The number of shares beneficially owned includes shares of Common Stock in
 which a person has sole or shared voting power and/or sole or shared investment
 power.  A person is also deemed to be the beneficial owner of shares of Common
 Stock if the person has the right to acquire beneficial ownership of the
 shares, whether or not within 60 days, through the exercise of options or
 warrants.

      Common Stock not outstanding which is subject to options and warrants is
 deemed to be outstanding for the purpose of computing the percentage of the
 Common Stock beneficially owned by each person named below, but is not deemed
 to be outstanding for any other person.

      Except as noted, each person named below has sole voting and investment
 powers with respect to the Common Stock beneficially owned by the person,
 subject to applicable community property and similar laws.
AMOUNT        AMOUNT       AMOUNT        PERCENTAGE
                                                       BENEFICIALLY     TO BE     BENEFICIALLY    BENEFICIALLY
                             RELATIONSHIP WITH THE     OWNED PRIOR     OFFERED    OWNED AFTER     OWNED AFTER
SELLING SHAREHOLDER                 COMPANY            TO OFFERING     HEREBY       OFFERING        OFFERING
Martin W. Greenwald         Chairman of the                1,250,973    150,000       1,100,973        7.72%
                            Board, Chief Executive
                            Officer, President
                            and Treasurer
Stuart Segall               Director                       1,130,857     15,000       1,115,857        7.86%
Kyle Kirkland               Director                          25,000     15,000          10,000         *

Ira S. Epstein/(1)/         Director                          34,731     25,000           9,731         *
Russell Harris/(2)(3)/      Director                         118,914     25,000          93,914         *
Jeff Framer                 Chief Financial Officer           39,650     10,000          29,650         *
Cheryl Lee                  Chief Administrative              93,409     10,000          83,409         *
                            Officer and General                                                 
                            Counsel                                                             
David Borshell              Senior Vice President             57,090     10,000          47,090         *
                            of Operations, Sales and                                               
                            Marketing                                                           
Rick Linton                 Former Officer                    10,000     10,000               0         *
- ---------------
 * Percentage owned is less than 1%.
 (1) Includes 2,000 shares of Common stock held by Mr. Epstein's Keogh plan.
 (2) Under a December 29, 1987 stock purchase agreement, as amended (the "Stock
     Purchase Agreement"), certain investors (including Mr. Harris and IIC) have
     acquired shares of Common Stock from the Company.  The Schedule 13D, dated
     December 29, 1987, filed relative to the initial acquisition of shares
     under the Stock Purchase Agreement states that the investors "disclaim
     status as a group."  The Stock Purchase Agreement grants antidilution
     rights in connection with certain issuances of Common Stock.  Antidilution
     rights outstanding as of April 1, 1995 are included in the table.  The
     Stock Purchase Agreement also provides that investors collectively holding
     a percentage of "Shares" (as defined in the Stock Purchase Agreement) may
     cause the Company to register the Shares with the Commission.
 (3) Includes 77,514 shares of Common Stock held by Mr. Harris as trustee for a
     family trust.

                              PLAN OF DISTRIBUTION

      The shares of Common Stock may be sold from time to time to purchasers
 directly by any of the Selling Shareholders.  Alternatively, the Selling
 Shareholders may from time to time offer the shares of Common Stock through
 underwriters, dealers or agents, who may receive compensation in the form of
 underwriting discounts, concessions or commissions from the Selling
 Shareholders and/or purchasers of the shares of Common Stock for whom they may
 act as agent.  The Selling Shareholders and any underwriters, dealers or agents
 that participate in the distribution of the shares of Common Stock might be
 deemed to be underwriters, and any profit on the sale of such shares of Common
 Stock by them and any discounts, commissions or concessions received by any
 such underwriters, dealers or agents might be deemed to be underwriting
 discounts and commissions under the Securities Act.  At the time a particular
 offer of any of the shares of Common Stock is made, to the extent required, a

                                       6
supplement to this Prospectus will be distributed which will set forth the
 aggregate principal amount of stock being offered and the terms of the
 offering, including the name or names of any underwriters, dealers or agents,
 any discounts, commissions or other items constituting compensation from the
 Selling Shareholders and any discounts, commissions or concessions allowed or
 re-allowed or paid to dealers.  The Company is unaware of any plan of
 distribution of any of the Selling Shareholders with respect to the resale of
 the shares of Common Stock offered hereby.

      The shares of Common Stock may be sold in the over-the-counter market or
 in privately negotiated transactions.  Sales of such shares in the over-the-
 counter market may be by means of one or more of the following:  (a) a block
 trade in which a broker or dealer will attempt to sell his or her shares as
 agent but may position and resell a portion of the block as principal to
 facilitate the transaction; (b) purchases by a dealer as principal and resale
 by such dealer for its account pursuant to this Prospectus; and (c) ordinary
 brokerage transactions and transactions in which the broker solicits
 purchasers.  In addition, any securities covered by this Prospectus which
 qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
 pursuant to this Prospectus.  Each Selling Shareholder will be subject to
 applicable provisions of the Securities Exchange Act of 1934, as amended, and
 the rules and regulations thereunder, including, without limitation, Rule 10b-
 2, 10b-6 and 10b-7, which provisions may limit the timing of purchases and
 sales of any of the shares of Common Stock by the Selling Shareholders.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 317 of the California General Corporation Law (the "GCL") provides
 that a California corporation (such as the Company) has the power to indemnify
 its officers and directors in certain circumstances.

      Subdivision (b) of Section 317 of the GCL empowers a corporation to
 indemnify any director or officer, or former director or officer, who was or is
 a party or is threatened to be made a party to any proceeding (other than an
 action by or in the right of the corporation to procure a judgment in its
 favor), against expenses, judgments, fines, settlements and other amounts
 actually and reasonably incurred in connection with the proceeding if such
 director or officer acted in good faith and in a manner reasonably believed to
 be in the best interests of the corporation and, in the case of a criminal
 proceeding, had no reasonable cause to believe the conduct of such director or
 officer was unlawful.

      Subdivision (c) of Section 317 of the GCL empowers a corporation to
 indemnify any director or officer, or former director or officer, who was or is
 a party or is threatened to be made a party to any threatened, pending, or
 completed action by or in the right of the corporation to procure a judgment in
 its favor, against expenses actually and reasonably incurred by such director
 or officer in connection with the defense or settlement of the action if such
 director or officer acted in good faith, in a manner believed to be in the best
 interests of the corporation and its shareholders, except that no
 indemnification may be made (i) in respect of any claim, issue or matter as to
 which such director or officer shall have been adjudged to be liable to the
 corporation in the performance of such director's or officer's duty to the
 corporation and its shareholders, unless and only to the extent that the court
 in which the proceeding is or was pending shall determine upon application
 that, in view of all the circumstances of the case, such director or officer is
 fairly or reasonably entitled to indemnity for expenses and then only to the
 extent that the court shall determine, (ii) for amounts paid in settling or
 otherwise disposing of a pending action without court approval and (iii) for
 expenses incurred in defending a pending action which is settled or otherwise
 disposed of without court approval.

      Section 317 further provides that to the extent a director or officer of
 the corporation has been successful in the defense of any proceeding referred
 to in subdivision (b) or (c) or in the defense of any claim, issue or matter
 therein, such director or officer shall be indemnified against expenses
 actually and reasonably incurred in connection therewith; that any other
 indemnification under Section 317 shall be made only if authorized, upon a
 determination that indemnification is proper, by (i) a majority of a quorum
 consisting of directors who are not parties to the proceeding, (ii) if such a
 quorum is not obtainable, by independent legal counsel in a written opinion,
 (iii) approval of the shareholders, with the shares owned by the person to be
 indemnified not being entitled to vote or (iv) by the

                                       7
court in which the proceeding is or was pending; that indemnification provided
 for by Section 317 shall not be deemed exclusive of any additional rights to
 which the indemnified party may be entitled; and that the corporation shall
 have power to purchase and maintain insurance on behalf of a director or
 officer of the corporation against any liability asserted against or incurred
 by such director or officer in such capacity or arising out of his or her
 status as such whether or not the corporation would have the power to indemnify
 him or her against that liability under Section 317.

      The GCL permits a corporation to limit, under certain circumstances, a
 director's liability for monetary damages for actions brought by or on behalf
 of the corporation.  The Company's Restated Articles of Incorporation provide
 for the elimination of the liability of directors for monetary damages to the
 full extent permitted by law.

      The Company's Restated Articles of Incorporation and Bylaws provide for
 indemnification of the Company's officers and directors to the full extent
 permitted by law, including Section 317 of the GCL.  In addition, the Company
 has entered into indemnification agreements with its officers and directors.
 The form and execution of the indemnification agreements, which are intended to
 provide the maximum indemnification allowed under California law, were approved
 at the Company's October 6, 1989 annual shareholders' meeting.  The Company
 maintains a directors and officers liability insurance policy providing
 aggregate coverage of $5,000,000, including securities-related coverage of
 $5,000,000.

      Insofar as indemnification for liabilities under the Act may be permitted
 to directors, officers and controlling persons of the Company pursuant to the
 foregoing provisions, or otherwise, the Company has been advised that in the
 opinion of the Commission such indemnification is against public policy as
 expressed in the Act and is, therefore, unenforceable.  In the event that a
 claim for indemnification against such liabilities (other than the payment by
 the Company of expenses incurred or paid by a director, officer or controlling
 person of the Company in the successful defense of any action, suit or
 proceeding) is asserted by such director, officer or controlling person in
 connection with the securities being registered, the Company will, unless in
 the opinion of its counsel the matter has been settled by controlling
 precedent, submit to a court of appropriate jurisdiction the question whether
 such indemnification by it is against public policy as expressed in the Act and
 will be governed by the final adjudication of such issue.

                                 LEGAL MATTERS

      The validity of the shares of Common Stock offered hereby has been passed
 upon for the Company by Cheryl Lee, Esq., Chief Administrative Officer and
 General Counsel of the Company.

                                    EXPERTS

      The financial statements of the Company as of March 31, 1994 and 1993 and
 for each of the years in the three-year period ended March 31, 1994, which are
 included in the Company's Annual Report on Form 10-K for the fiscal year ended
 March 31, 1994 and incorporated by reference in this Prospectus and elsewhere
 in the Registration Statement, have been so incorporated in reliance upon the
 report of KPMG Peat Marwick LLP, independent certified public accountants,
 incorporated by reference in this Prospectus and elsewhere in this Registration
 Statement, and upon the authority of said firm as experts in accounting and
 auditing.

                                       8
IMAGE ENTERTAINMENT, INC.
                       REGISTRATION STATEMENT ON FORM S-8
                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

 Item 3.  Incorporation of Documents by Reference
          ---------------------------------------

      The Company hereby incorporates by reference into this Registration
 Statement the following documents:

           (a)  the Company's Annual Report on Form 10-K for the fiscal year
                ended March 31, 1994;

           (b)  the Company's Quarterly Reports on Form 10-Q for the quarters
                ended June 30, September 30 and December 31, 1994; and

           (c)  the description of the Common Stock contained in the Company's
                Registration Statement on Form 8-A filed with the Commission on
                April 21, 1983, as amended by Amendment No. 1 on Form 8 filed
                with the Commission on April 22, 1991.

      All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
 and 15(d) of the Exchange Act, subsequent to the date of this Registration
 Statement and prior to the filing of a post-effective amendment which indicates
 that all securities offered have been sold or which deregisters all securities
 then remaining unsold, shall be deemed to be incorporated by reference in this
 Registration Statement and to be a part hereof from the date of filing such
 documents.  Any statement contained in a document incorporated or deemed to be
 incorporated by reference herein shall be deemed to be modified or superseded
 for purposes of this Registration Statement to the extent that a statement
 contained herein, or in any subsequently filed document that is or is deemed to
 be incorporated by reference herein, modifies or supersedes such statement.
 Any such statement so modified or superseded shall not be deemed, except as so
 modified or superseded, to constitute a part of this Registration Statement.

 Item 4.  Description of Securities
          -------------------------

          Not applicable.

 Item 5.  Interests of Named Experts and Counsel
          --------------------------------------

          Not applicable.

 Item 6.  Indemnification of Directors and Officers
          -----------------------------------------

      The section in the Prospectus filed herewith entitled "Indemnification of
 Directors and Officers" is hereby incorporated by reference in this Item.

 Item 7.  Exemption from Registration Claimed
          -----------------------------------
 
          Not applicable.
 
 

                                      II-1
Item 8.  Exhibits
 
Exhibit No.   Description of Exhibit
- -----------   ----------------------
 
    5         Opinion of General Counsel of Image Entertainment, Inc.  
              Filed herewith.

   10.1       Image Entertainment, Inc. Restated 1992 Stock Option Plan.  
              Incorporated by reference to Exhibit A of the Company's Proxy 
              Statement dated July 29, 1994.

   10.2       Option Agreement dated July 8, 1993 between the Company and 
              Ira S. Epstein. Filed herewith.

   10.3       Option Agreement dated July 8, 1993 between the Company and 
              Russell Harris. Filed herewith.

   10.4       Option Agreement dated July 12, 1994 between the Company and 
              Ira S. Epstein. Filed herewith.

   10.5       Option Agreement dated July 12, 1994 between the Company and 
              Russell Harris. Filed herewith.

   10.6       Form of Option Agreement between the Company and certain 
              executive officers and key employees.  Incorporated by reference
              to Exhibit 10.24 of the Company's Annual Report on Form 10-K for 
              the year ended March 31, 1994.

   23.1       Consent of General Counsel of Image Entertainment, Inc. 
              (contained in Exhibit 5). Filed herewith.

   23.2       Consent of KPMG Peat Marwick LLP.  Filed herewith.
 

 Item 9.  Undertakings
          ------------

      (a)  The undersigned Registrant hereby undertakes:

           (1) To file, during any period in which offers or sales are being
 made, a post- effective amendment to this Registration Statement;

           (i) to include any prospectus required by Section 10(a) (3) of the
 Act;

           (ii) to reflect in the prospectus any facts or events arising after
 the effective date of the Registration Statement (or the most recent post-
 effective amendment thereof) which, individually or in the aggregate, represent
 a fundamental change in the information set forth in the Registration
 Statement;

           (iii)     To include any material information with respect to the
 plan of distribution not previously disclosed in the Registration Statement or
 any material change to such information in the Registration Statement;

      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      --------  -------                                                       
 if the Registration Statement is on Form S-3 or Form S, and the information
 required to be included in a post-effective amendment by those paragraphs is
 contained in periodic reports filed by the Registrant pursuant to Section 13 or
 Section 15(d) of the Exchange Act that are incorporated by reference in the
 Registration Statement.

           (2) That, for the purposes of determining any liability under the
 Act, each such post-effective amendment shall be deemed to be a new
 registration statement relating to the securities offered therein, and the
 offering of such securities at that time shall be deemed to be the initial bona
 fide offering thereof.

           (3) To remove from registration by means of a post-effective
 amendment any of the securities being registered which remain unsold at the
 termination of the offering.

      (b) The undersigned Registrant hereby undertakes that, for purposes of
 determining any liability under the Act, each filing of the Registrant's annual
 report pursuant to Section 13(a) or Section 15(d) of the Exchange Act

                                      II-2
(and, where applicable, each filing of an employee benefit plan's annual report
 pursuant to Section 15(d) of the Exchange Act) that is incorporated by
 reference in the Registration Statement shall be deemed to be a new
 registration statement relating to the securities offered therein, and the
 offering of such securities at that time shall be deemed to be the initial bona
 fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the Act may
 be permitted to directors, officers and controlling persons of the Registrant
 pursuant to the foregoing provisions of Item 6 hereof, or otherwise, the
 Registrant has been advised that in the opinion of the Commission such
 indemnification is against public policy as expressed in the Act and is,
 therefore, unenforceable.  In the event that a claim for indemnification
 against such liabilities (other than the payment by the Registrant of expenses
 incurred or paid by a director, officer or controlling person of the Registrant
 in the successful defense of any action, suit or proceeding) is asserted by
 such director, officer or controlling person in connection with the securities
 being registered, the Registrant will, unless in the opinion of its counsel the
 matter has been settled by controlling precedent, submit to a court of
 appropriate jurisdiction the question whether such indemnification by it is
 against public policy as expressed in the Act and will be governed by the final
 adjudication of such issue.

                                      II-3
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
 certifies that it has reasonable grounds to believe that it meets all of the
 requirements for filing on Form S-8 and Form S-3 and has duly caused this
 Registration Statement to be signed on its behalf by the undersigned, thereunto
 duly authorized, in the City of Chatsworth, State of California, on May 10,
 1995.

                               IMAGE ENTERTAINMENT, INC.

                               By:   /s/ Martin W. Greenwald
                                     --------------------------------------
                                     Martin W. Greenwald
                                     Chairman of the Board, Chief Executive
                                     Officer, President and Treasurer

      Each person whose signature appears below constitutes and appoints Martin
 W. Greenwald and Jeff Framer, and each of them, his true and lawful attorneys-
 in-fact and agents, each with full power of substitution and resubstitution,
 for him and in his name, place and stead, in any and all capacities, to sign
 any or all amendments to this Registration Statement, including post-effective
 amendments, and to file the same, with all exhibits thereto, and other
 documents in connection therewith, with the Securities and Exchange Commission,
 granting unto said attorneys-in-fact and agents, and each of them, full power
 and authority to do and perform each and every act and thing requisite or
 necessary to be done in or about the premises, as fully to all intents and
 purposes as he might or could do in person, hereby ratifying and confirming all
 that each of said attorneys-in-fact and agents, or their substitutes, may
 lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
 Registration Statement has been signed by the following persons in the
 capacities and on the dates indicated.
Signature                        Title                     Date
        ---------                        ------                    ----
/s/ Martin W. Greenwald       Chairman of the Board, Chief     May 10, 1995
- -------------------------      Executive Officer, President
Martin W. Greenwald            and Treasurer (Principal
                               executive officer)
 
/s/ Jeff Framer               Chief Financial Officer          May 10, 1995
- -------------------------      (Principal financial and
Jeff Framer                     accounting officer)
 
/s/ Stuart Segall             Director                         May 10, 1995
- -------------------------
Stuart Segall
 
/s/ Ira S. Epstein            Director                         May 10, 1995
- ------------------------- 
Ira S. Epstein
 
/s/ Russell Harris            Director                         May 10, 1995
- ------------------------- 
Russell Harris
 
/s/ Kyle Kirkland             Director                         May 10, 1995
- ------------------------- 
Kyle Kirkland
II-4
EXHIBIT INDEX
Sequential
Exhibit No.                          Description of Exhibit                           Page Number
- -----------   ---------------------------------------------------------------------   -----------
5         Opinion of General Counsel of Image Entertainment, Inc.  Filed
              herewith.

   10.1       Image Entertainment, Inc. Restated 1992 Stock Option Plan.                   *
              Incorporated by reference to Exhibit A of the Company's Proxy
              Statement dated July 29, 1994.

   10.2       Option Agreement dated July 8, 1993 between the Company and Ira S.
              Epstein.  Filed herewith.

   10.3       Option Agreement dated July 8, 1993 between the Company and Russell
              Harris.  Filed herewith.

   10.4       Option Agreement dated July 12, 1994 between the Company and Ira S.
              Epstein.  Filed herewith.

   10.5       Option Agreement dated July 12, 1994 between the Company and Russell
              Harris.  Filed herewith.

   10.6       Form of Option Agreement between the Company and certain executive           *
              officers and key employees.  Incorporated by reference to Exhibit
              10.24 of the Company's Annual Report on Form 10-K for the year ended
              March 31, 1994.

    23.1      Consent of General Counsel of Image Entertainment, Inc. (contained
              in Exhibit 5).  Filed herewith.

    23.2      Consent of KPMG Peat Marwick LLP.  Filed herewith.
*  Incorporated by reference herein.