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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               AMENDMENT NO. 1
                                      TO
                                FORM 10-QSB/A


[X]   Quarterly  Report Under Section 13 or 15(d) of The  Securities  Exchange
      Act of 1934

              For the quarterly period ended September 30, 1998

[  ]  Transition  Report  Pursuant  to Section  13 or 15(d) of the  Securities
      Exchange Act of 1934

 For the transition period from __________________ to ______________________.


                        Commission file number 0-21637


                    BRILLIANT DIGITAL ENTERTAINMENT, INC.
      (Exact Name of Small Business Issuer as Specified in its Charter)

             DELAWARE                                          95-4592204
      (State  or Other Jurisdiction of                     (I.R.S. Employer
       Incorporation or Organization)                     Identification  No.)

                   6355 TOPANGA CANYON BOULEVARD, SUITE 120
                       WOODLAND HILLS, CALIFORNIA 91367
                   (Address of Principal Executive Offices)


                                (818) 615-1500
               (Issuer's Telephone Number, Including Area Code)


      Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for past 90 days.

                                    Yes   X     No
                                        -----       ------

      State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: Common Stock, par value
$0.001, 11,756,781 shares issued and outstanding as of July 12, 1999.

      Transitional Small Business Disclosure Format (check one):
Yes        No     X
    -----      -----



Exhibit index is located on page 5.




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                      BRILLIANT DIGITAL ENTERTAINMENT, INC.

                                      INDEX


Part II     Other Information

Item 6.     Exhibits and Reports on Form 8-K............................ 3




                                     Page 2
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                                   PART II

                              OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

      (a)   Exhibits.

            10.1  Architectural Development and Assistance Agreement, dated July
                  14, 1998. [Portions of this Exhibit have been deleted and
                  filed separately with the Securities and Exchange Commission
                  pursuant to a request for an order granting confidential
                  treatment.]

            10.2  Warrant, dated July 16, 1998.


            27.1  Financial Data Schedule. Incorporated by reference to Exhibit
                  27.1 to Quarterly Report on Form 10-QSB for the quarter ended
                  September 30, 1998.

      (b) Reports on Form 8-K.

            None.




                                     Page 3
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                                  SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.


                                    BRILLIANT DIGITAL ENTERTAINMENT, INC.

Date:  July 13, 1999                   /S/ MICHAEL OZEN
                                    ------------------------------------
                                    By:   Michael Ozen
                                    Its:  Chief Financial Officer
                                          (Principal Financial and Accounting
                                          Officer)and Secretary




                                     Page 4
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                                EXHIBIT INDEX

  EXHIBIT
   NUMBER    EXHIBIT DESCRIPTION

    10.1     Architectural Development and Assistance Agreement, dated July 14,
             1998. [Portions of this Exhibit have been deleted and filed
             separately with the Securities and Exchange Commission pursuant to
             a request for an order granting confidential treatment.]

    10.2     Warrant, dated July 16, 1998.

    27.1     Financial Data Schedule. Incorporated by reference to Exhibit 27.1
             to Quarterly Report on Form 10-QSB for the quarter ended September
             30, 1998.


                                     Page 5