UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

             [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997

                                       OR

              [ ] 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 2-96624-D

                      MAGICWORKS ENTERTAINMENT INCORPORATED
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            DELAWARE                                 87-0425513
----------------------------            ---------------------------------
 (State of incorporation)               (IRS Employer Identification No.)

         930 WASHINGTON AVENUE     
         MIAMI BEACH, FLORIDA                                33139
-----------------------------------------                  ---------
(Address of principal executive offices)                  (zip code)

                                 (305) 532-1566
               --------------------------------------------------
              (Registrant's telephone number, including area code)

                  Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 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 the past 90 days.

                              Yes X      No ___

               Common stock, par value $.001 per share: 24,394,300
                        outstanding as of March 31, 1997

           

<PAGE>
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<CAPTION>

                      MAGICWORKS ENTERTAINMENT INCORPORATED

                                      INDEX

                                                                                                      PAGE
<S>                                                                                                   <C> 
PART I.            FINANCIAL INFORMATION

           ITEM 1.       Financial Statements                                             

                         Condensed Consolidated Balance Sheets - March 31, 1997 and
                            December 31, 1996                                                          4

                         Condensed Consolidated Statements of Income - Three Months Ended
                            March 31, 1997 and 1996                                                    5

                         Condensed Consolidated Statements of Cash Flows - Three Months
                            Ended March 31, 1997 and 1996                                            6-7

                         Notes to Condensed Consolidated Financial Statements                        8-9

         ITEM 2.         Management's Discussion and Analysis of
                            Financial Condition and Results of Operations                          10-13

PART II.          OTHER INFORMATION

         ITEM 1.         Legal Proceedings                                                            14

         ITEM 2.         Changes in Securities                                                        14

         ITEM 3.         Defaults upon Senior Securities                                              14

         ITEM 4.         Submission of Matters to a Vote of Security Holders                          14

         ITEM 5.         Other Information                                                            14

         ITEM 6.         Exhibits and Reports on Form 8-K                                             14

SIGNATURES                                                                                            15
</TABLE>

                                                                                

<PAGE>

MAGICWORKS ENTERTAINMENT INCORPORATED AND SUBSIDIARIES

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The following condensed consolidated financial statements of the Company have
been prepared in accordance with the instructions to Form 10-Q and therefore,
omit or condense certain footnotes and other information normally included in
financial statements prepared in accordance with generally accepted accounting
principles. In the opinion of management, all adjustments (consisting only of
normal recurring accruals) necessary for a fair presentation of the financial
information for the interim periods reported have been made. Results of
operations for the three months ended March 31, 1997 are not necessarily
indicative of the results for the entire fiscal year ending December 31, 1997.

                                                                        3


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<TABLE>
<CAPTION>

                       Magicworks Entertainment Incorporated and Subsidiaries

                                Condensed Consolidated Balance Sheets

                                                          March 31,                     December 31,
                                                            1997                            1996
                                                         -----------                    ------------
                                                         (Unaudited)
<S>                                                  <C>                        <C>   
ASSETS
CURRENT ASSETS:
   Cash and cash equivalents                         $        3,859,950         $       6,367,179
   Accounts receivable, net                                   2,041,655                 1,921,356
   Inventories                                                  228,950                   268,959
   Preproduction costs, net                                      91,558                   610,697
   Due from affiliates, net                                           -                     3,213
   Advances and temporary deposits                            2,315,164                   525,975
   Other current assets                                       1,886,772                   731,604
                                                     ------------------         -----------------
     Total current assets                                    10,424,049                10,428,983

PROPERTY AND EQUIPMENT, net                                   1,938,800                 2,076,310
INVESTMENTS IN PARTNERSHIPS                                   1,905,103                   918,564
DEFERRED COSTS, net                                           1,091,479                 1,105,114
INTANGIBLE ASSETS, net                                          294,008                   325,745
                                                     ------------------         -----------------

                                                     $       15,653,439         $      14,854,716
                                                     ===================        =================

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Current maturities of long-term debt              $          257,831         $         302,956
   Accounts payable                                           1,441,344                 1,467,843
   Accrued liabilities                                          663,659                 1,043,553
   Advance ticket sales                                         596,143                   844,373
   Deferred income taxes                                        137,131                   137,131
   Show deposits                                              1,406,500                         -
   Due to affiliates, net                                         9,189                         -
                                                     ------------------         -----------------
     Total current liabilities                                4,511,797                 3,795,856
                                                     ------------------         -----------------

DEFERRED INCOME TAXES                                           239,980                   274,263
LONG-TERM DEBT, net of current
   maturities                                                 6,003,048                 6,177,492
COMMITMENTS AND CONTINGENCIES (Note 3)

STOCKHOLDERS' EQUITY:
   Preferred stock, $.001 par value; 5,000,000
     shares authorized; none issued and outstanding                   -                         -
   Common stock, $.001 par value; authorized
     50,000,000 shares, issued and outstanding
     24,394,300 shares                                           24,394                    24,394
   Additional paid-in capital                                 4,094,545                 4,151,026
   Retained earnings                                            779,675                   431,685
                                                     ------------------         -----------------
     Total stockholders' equity                               4,898,614                 4,607,105
                                                     ------------------         -----------------

                                                     $       15,653,439         $      14,854,716
                                                     ===================        =================
</TABLE>



                THE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED
         FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.

                                                                         4


<PAGE>
<TABLE>
<CAPTION>
                       Magicworks Entertainment Incorporated and Subsidiaries

                             Condensed Consolidated Statements of Income

                                               THREE MONTHS ENDED MARCH 31,
                                       -------------------------------------------------
                                              1997                              1996
                                       --------------                    ---------------
                                                         (UNAUDITED)
                                       -------------------------------------------------
<S>                                 <C>                                 <C>   
REVENUES:
   Production                       $       5,564,904                     $    8,206,708
   Promotion                                6,201,084                          4,852,366
   Merchandising                            1,084,841                            647,494
   Other                                    1,204,429                            409,605
                                        -------------                      -------------
     Total revenues                        14,055,258                         14,116,173
                                        -------------                      -------------
OPERATING EXPENSES:
   Production                               5,069,002                          8,079,276
   Promotion                                5,154,178                          3,032,923
   Salaries, wages and benefits               921,141                            599,623
   Cost of goods sold                         856,380                            427,963
   General and administrative               1,192,856                            772,101
                                        -------------                      -------------
     Total operating expenses              13,193,557                         12,911,886
                                        -------------                      -------------

INCOME FROM OPERATIONS                        861,701                          1,204,287
                                        -------------                     --------------

OTHER INCOME (EXPENSE):
   Interest income                             69,122                             58,234
   Interest expense                          (158,093)                          (140,730)
   Income from investments in
     partnerships                             255,346                             33,432
                                        -------------                     --------------
       Income before minority interests
         and provision for income taxes     1,028,076                          1,155,223

MINORITY INTERESTS                           (170,528)                          (346,838)
                                        -------------                     --------------
       Income before provision for
         income taxes                         857,548                            808,385

PROVISION FOR INCOME TAXES                   (334,444)                                 -
                                        -------------                     --------------
     Net income before pro forma
       income taxes for periods
       prior to July 29, 1996                 523,104                            808,385

PRO FORMA INCOME TAXES                              -                           (315,269)
                                        -------------                     -------------- 

     Pro forma net income               $     523,104                     $      493,116
                                        =============                     ==============

PRO FORMA NET INCOME
   PER COMMON SHARE                     $         .02                     $          .02
                                        =============                     ==============

WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING                      26,269,460                         21,831,180
                                        ==============                    ==============  
</TABLE>

                THE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED
         FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.


                                                                           5


<PAGE>
<TABLE>
<CAPTION>
             Magicworks Entertainment Incorporated and Subsidiaries

                 Condensed Consolidated Statements of Cash Flows

                                                       THREE MONTHS ENDED MARCH 31,
                                            -------------------------------------------------
                                                  1997                              1996
                                            --------------                    ---------------
                                                               (UNAUDITED)
                                            -------------------------------------------------
<S>                                             <C>                        <C>   
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $         523,104         $          493,116
   Adjustments to reconcile net income
     to net cash provided by (used in) operating
     activities:
     Depreciation and amortization                         706,421                    920,360
     Proforma income taxes                                       -                    315,269
     Deferred income tax provision                         (34,283)                         -
     Loss on sale of property and equipment                    673                          -
     Minority interests                                    170,528                    346,838
   Changes in operating assets and liabilities:
     Accounts receivable                                  (120,299)                   212,679
     Inventories                                            40,009                    (30,271)
     Preproduction costs                                   (33,544)                         -
     Advances and temporary deposits                    (1,789,189)                  (141,000)
     Other current assets                               (1,185,911)                  (364,188)
     Deferred costs                                        (27,875)                   (12,221)
     Accounts payable                                      (26,499)                  (273,574)
     Accrued liabilities                                  (379,894)                    83,199
     Show deposits                                       1,406,500                         -
     Advance ticket sales                                 (248,230)                   (71,639)
                                                       -----------              ------------- 
       Net cash provided (used) by operating activities   (998,489)                 1,478,568
                                                       -----------              ------------- 

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                      (62,630)                   (60,551)
   Proceed from sale of assets                             143,500                          -
   Investments in partnerships                            (1,013,308)                 (95,688)
   Payments from affiliates                                 12,402                    106,916
   Intangible assets                                         2,245                    (25,627)
                                                      ------------              ------------- 
       Net cash used in investing activities              (917,791)                   (74,950)
                                                      ------------              ------------- 
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from debt                                            -                    477,604
   Repayment of debt                                      (219,569)                  (599,451)
   Distributions to minority interests in excess of
     contributions by minority interests                  (139,785)                  (860,721)
   Stock registration costs                                (56,481)                         -
   Distributions                                          (175,114)                  (418,051)
                                                      ------------              ------------- 
       Net cash used in financing activities              (590,949)                (1,400,619)
                                                      ------------              -------------- 
</TABLE>

                THE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED
         FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.

                                                                          6


<PAGE>
<TABLE>
<CAPTION>
                       Magicworks Entertainment Incorporated and Subsidiaries

                           Condensed Consolidated Statements of Cash Flows

                                              Continued

                                                            THREE MONTHS ENDED MARCH 31,
                                                        ------------------------------------------
                                                            1997                              1996
                                                        -------------             ----------------
                                                                     (UNAUDITED)
                                                        ------------------------------------------
<S>                                                  <C>                        <C>   
Net increase (decrease) in cash and cash equivalents   $      (2,507,229)       $            2,999

CASH AND CASH EQUIVALENTS, BEGINNING
   OF PERIOD                                                   6,367,179                 5,097,588
                                                        ----------------        ------------------

CASH AND CASH EQUIVALENTS, END
   OF PERIOD                                           $       3,859,950        $        5,100,587
                                                       ==================       ==================

SUPPLEMENTAL DISCLOSURES OF
   CASH FLOW INFORMATION:

   Cash paid during the year for:

     Interest                                         $           28,449        $           43,516
                                                      ==================        ==================

     Income taxes                                     $           96,706        $                -
                                                      ==================        ==================
</TABLE>
                THE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED
         FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.


                                                                          7


<PAGE>


             Magicworks Entertainment Incorporated and Subsidiaries
              Notes to Condensed Consolidated Financial Statements

                                 March 31, 1997

(1)    SIGNIFICANT ACCOUNTING POLICIES:

The accounting policies followed for the quarterly financial reporting are the
same as those disclosed in Note 1 of the Notes to Condensed Consolidated
Financial Statements included in the Corporation's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996.

(2)    ACCRUED LIABILITIES:

Accrued liabilities consists of the following:
<TABLE>
<CAPTION>


                                                        March 31,           December 31,
                                                          1997                  1996
                                                   ------------------    ------------------
<S>                                               <C>                   <C>   
Accrued royalties                                  $          120,597    $          574,103
Accrued interest                                              129,644                     -
Payroll-related accruals                                      203,105               190,495
Income taxes                                                  173,805                     -
Other                                                          36,508               278,955
                                                   ------------------    ------------------
      Total accrued liabilities                    $          663,659    $        1,043,553
                                                   ==================    ==================
</TABLE>

(3) COMMITMENTS AND CONTINGENCIES:

      LITIGATION

In October 1994, a former independent contractor filed a complaint against a
partnership of the Company in the Common Pleas Court of Philadelphia County
seeking consequential damages of $5,000,000 arising from the termination of an
employment contract. The Company believes that the claim is without merit, and
that the matter will be resolved without a material adverse effect to the
Company's financial position.

In January 1997, the Company filed suit against the City of North Miami Beach
("the City") for failure to perform under an operating management agreement. The
City filed a counter claim alleging the Company had breached the management
agreement. The Company intends to vigorously defend its position in the counter
suit and believes that the matter will be resolved without a material adverse
effect to the Company's financial position.

In March 1997, KAS Enterprises, Incorporated ("KAS"), which represents a
performer, filed suit against the Company for breach of contract and declaratory
relief seeking damages in excess of $850,000. On March 14, 1997, the Company
filed a counter suit for breach of contract, fraud in the inducement and
rescission. The Company intends to vigorously defend its position and believes
that the matter will be resolved without a material adverse effect to the
Company's financial position.

                                                                           8


<PAGE>


             Magicworks Entertainment Incorporated and Subsidiaries
              Notes to Condensed Consolidated Financial Statements

                                 March 31, 1997

(4) STOCK OPTIONS:

At the discretion of the Board of Directors, the Company may grant options to
purchase the Company's stock to employees, directors, consultants, and other
unrelated parties. During the three months ended March 31, 1997, the Company did
not grant any options.

(5) EARNINGS PER SHARE:

In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 128 which supersedes the previous
standard, Accounting Principles Board Opinion ("APB") No. 15, modifies the
methodology for calculating earnings per share, and is effective for annual
periods ending after December 15, 1997; early adoption is not permitted. Upon
adoption, the Company will be required to restate previously reported earnings
per share data to conform with the requirements of SFAS No. 128 in its annual
financial statements for the year ending December 31, 1997. Had the provisions
of SFAS No. 128 been applicable to the accompanying condensed consolidated
financial statements, basic and diluted earnings per share, as calculated in
accordance with the provisions of SFAS No. 128 would not have been materially
different than the historical earnings per share amounts reported herein.

                                                                           9


<PAGE>

Management's Discussion and Analysis of Financial Condition and Results of 
Operations

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THE THREE MONTHS MARCH 31, 1996

      Revenues decreased by $0.1 million to $14.0 million in the three months
ended March 31, 1997, from $14.1 million in the three months ended March 31,
1996, primarily because of a significant decrease in production revenue, offset
by an increase in promotion, merchandising and other revenue.

       Production revenues declined by $2.6 million, or 32.2%, to $5.6 million
during the three months ended March 31, 1997 from $8.2 million in the
corresponding period of 1996, largely as a result of the reduction in production
revenues from "Jesus Christ Superstar" and "Hello Dolly!" which ended their runs
in January and February of 1997, respectively.

      Promotion revenues increased by $1.3 million or 27.8%, to $6.2 million
during the three months ended March 31, 1997 from $4.9 million in the
corresponding period of 1996. The increase was due to the commencement of
concert promotional activity offset partially by a decrease in promotion
revenues from "Jesus Christ Superstar," which ended its four and half year run
in January 1997 and "Les Miserables" in 1997 versus 1996.

      Merchandising revenues increased by $0.4 million, or 67.5%, to $1.1
million in the three months ended March 31, 1997 from $0.7 million in the
corresponding period of 1996. The Company's merchandising revenue is largely
dependent on the number of performance weeks of a production for which the
Company has acquired merchandising rights. The Company maintains such rights for
all of its productions and negotiates for merchandising rights to other touring
shows. The increase in 1997 is due largely to the Company handling 30 more
performance weeks in the first quarter of 1997 compared to the corresponding
period in 1996.

      Other revenues increased by $0.8 million, or 194.1%, to $1.2 million in
the three months ended March 31, 1997 from $0.4 million in the corresponding
period of 1996 largely as a result of the Company's concert division receiving
$0.9 million in sponsorship income from the Skoal "R.O.A.R." tour in 1997 offset
partially as a result of the Company's inability to continue to consolidate
gross revenues from the Booking Agency, in which the Company formerly owned a
100% interest. As of January 1, 1997, the Booking Agency's operations ceased to
be consolidated with the Company's other operations due to a decrease in the
Company's ownership interest in the Booking Agency to 33.3%.

      Operating expenses increased by $0.3 million, or 2.2%, to $13.2 million
for the three months ended March 31, 1997 from $12.9 million in the
corresponding period of 1996, primarily because of increases in promotion,
salaries, wages and benefits, cost of goods sold and general and administrative
expenses discussed below partially offset by decreased production expenses.

                                                                         10


<PAGE>

      Production expenses decreased by $3.0 million, or 37.3%, to $5.1 million
in the three months ended March 31, 1997, from $8.1 million in the corresponding
period in 1996, primarily because of the cessation of certain productions as
discussed above. As a percentage of production revenues, production expenses
decreased to 91.1% for the three months ended March 31, 1997 from 98.5% in the
corresponding period in 1996.

      Promotion expenses increased $2.1 million, or 69.9%, to $5.1 million in
the three months ended March 31, 1997 from $3.0 million in the corresponding
period in 1996, primarily as a result of the reasons discussed above with
respect to promotion revenues. As a percentage of promotion revenues, promotion
expenses increased to 83.1% for three month period ended March 31, 1997 from
62.5% in the corresponding period in 1996, largely as a result of promoter
losses from "A Chorus Line," "Les Miserables" and " Gospel at Colonus" in 1997
which were not offset by the additional promotion revenue discussed above.

      Salaries, wages and benefits increased by $0.3 million, or 53.6%, to $0.9
million in the three month period ended March 31, 1997 from $0.6 million during
the corresponding period in 1996, primarily as a result of the hiring of four
additional employees in the merchandising division, and 15 additional employees
in the concerts division, offset in part by the non-consolidation of salaries
from the newly merged booking operations. As a percentage of total revenues,
salaries, wages and benefits increased to 6.6% for the three months period ended
March 31, 1997 from 4.3% in the corresponding period in 1996.

      Cost of goods sold relates to expenses involved in the generation of
merchandising revenue, including costs of merchandise, producer, venue and
vendor commissions, and shipping and other similar costs. As a percentage of
merchandising revenue, the costs of goods sold increased to 78.9% in the three
months ended March 31, 1997 from 66.1% in the corresponding period in 1996,
primarily because of the amount of merchandise write downs due to overstocked
merchandise on shows that ended their runs in the first quarter of 1997.

      General and administrative expenses increased by $0.4 million, or 54.5%,
to $1.2 million in the three months ended March 31, 1997 from $0.8 million in
the corresponding period of 1996. The primary reason for the increase was the
commencement of the concerts division which incurred only $0.2 million of
expenses during 1997. Also included are expenses associated with being a public
company that were not present in the first quarter of 1996. As a percentage of
total revenues, general and administrative expenses increased to 8.5% in the
three month period ended March 31, 1997 from 5.5% in the corresponding period of
1996.

      Interest income remained relatively constant at $0.1 million in the three
month periods ended March 31, 1997 and 1996.

      Interest expense remained relatively constant at $0.2 million in the three
month periods ended March 31, 1997 and 1996.

      Income from investments in partnerships increased by $0.2 million, to 
$255,346 in the three months ended March 31, 1997 from $33,432 in the
corresponding period of 1996, largely as a result of revenue earned from the
commencement of the theatrical production of "A Chorus Line" in which the
Company owns a 12.5% interest and the 33.3% interest owned by the Company in the
Booking Agency as discussed above.

                                                                         11


<PAGE>

      Minority interests decreased by $0.2 million to $(0.2) million in the
three months period ended March 31, 1997, from $(0.4) million in the
corresponding prior period due primarily to the closing of the production of "
Jesus Christ Superstar" and "Hello Dolly" as discussed above.

      Income before provision for income taxes and proforma taxes increased by
$0.1 million to $0.9 million in the three months ended March 31, 1997 from $0.8
million in the corresponding period of 1996.

       As a result of the foregoing, the Company posted net income of $0.5
million in the three month periods ended March 31, 1997 and 1996.

LIQUIDITY AND SOURCES OF CAPITAL

At March 31, 1997, the Company had working capital of $5.9 million compared to
$6.6 million at December 31, 1996. Since inception, the Company has financed its
operations primarily through borrowings and cash flow from operations. During
the third quarter of 1996, the Company received net proceeds of $9.2 million
from a private placement.

      The Company has a line of credit and other short term borrowings which are
payable on demand (the "Credit line"). The Credit line provides for short-term
borrowings of up to $1.2 million with interest at prime plus 3/4%. The Credit
line is collateralized by substantially all of the Company's assets and is
guaranteed by certain executive officers of the Company. At March 31, 1997, the
full amount of the Credit line was available for borrowing. The Company's
remaining indebtedness consists of $1.1 million, collateralized by buses used in
the Company's business, and $5.2 million of convertible notes sold in a private
placement.

      The Company's principal anticipated capital expenditures over the next
several years will relate to acquisitions, if suitable opportunities arise, and
the production of additional theatrical productions.

      Net cash provided (used) by operating activities decreased during the
three months ended March 31, 1997 to $(1.0) million as compared to an increase
of $1.5 million in the corresponding period of 1996. The decrease in net cash
provided by operating activities in 1997 related to an increase in advances and
deposits and prepaid show expenses related to concert tours and theatrical shows
to commence in the second quarter of 1997. The net cash provided by operating
activities in 1996 related primarily to the decrease in accounts receivable,
prepaid show expenses and the increase in accounts payable.

      Net cash used by investing activities totaled $0.9 million during the
three months ended March 31, 1997 as compared to $0.1 million in the
corresponding period of 1996. The increased cash used in investing activities
for 1997 related primarily to the Company's investment in theatrical
productions. The increase in cash used in investing activities for 1996 related
primarily to the purchase of property and equipment offset by payments to
affiliates.

                                                                          12


<PAGE>


      Net cash used in financing activities totaled $0.6 million during the
three months ended March 31, 1997 as compared to $1.4 million in the
corresponding period of 1996. The increase in cash used in financing activities
for 1997 related primarily to the repayment of bus loans, final S-Corp
distribution payments made to original shareholders of Space Agency, Inc. and
distributions made to minority partners of the theatrical shows of "Deathtrap"
and "Hello Dolly." The increase in cash used in financing activities for 1996
related primarily to distributions made to minority partners of "Jesus Christ
Superstar"and the equity touring show of "Ain't Misbehavin."

      The foregoing Management's Discussion and Analysis contains various
"forward looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934 which
represent the Company's expectations or beliefs concerning future events, future
liquidity and capital resource needs. These forward looking statements are
further qualified by important factors that could cause actual results to differ
materially from those in the forward looking statements.

                                                                           13


<PAGE>


Part II. OTHER INFORMATION

Item 1.  Legal proceedings

               Refer to Note 3 of the Notes to the Condensed Consolidated 
Financial Statements.

Item 2.  Changes in securities

               Not applicable.

Item 3.  Defaults upon Senior Securities

               Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders

               Not applicable.

Item 5.  Other Information

               Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

         (a)   Exhibits:

               Exhibit 11.0   Statement Regarding Computation of Earnings Per 
                              Share

               Exhibit 27.0   Financial Data Schedule

                                                                           14


<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Acto of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                         MAGICWORKS ENTERTAINMENT INCORPORATED

Date:                      BY /S/ BRAD KRASSNER
                           ------------------------------------------------
                               Brad Krassner, Co-Chairman of the Board of
                               Directors and Chief Executive Officer

Date:                      BY /S/ STEVEN CHABY
                           ------------------------------------------------
                               Steven Chaby, Chief Financial Officer
                               and Treasurer


                                                                      15
<PAGE>
                                 EXHIBIT INDEX

EXHIBIT        DESCRIPTION
-------        -----------

11.0           Statement Regarding Computation of Earnings Per Share

27.0           Financial Data Schedule