<PAGE>   1

===============================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                  FORM 10-Q
                            ----------------------

(Mark One)

/x/   Quarterly report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

For the quarterly period ended September 30, 1995 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 0-15939


                          SHOWSCAN ENTERTAINMENT INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


               DELAWARE                                         95-3940004
    (State or other jurisdiction of                          (I.R.S. Employer
    incorporation or organization)                          Identification No.)

           3939 LANDMARK STREET
         CULVER CITY, CALIFORNIA                                  90232
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code: (310) 558-0150

     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 and 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 / /

     As of November 1, 1995, the Registrant had 5,414,239 shares of Common
Stock, $.001 par value, issued and outstanding.


===============================================================================


             This report contains 16 consecutively numbered pages.

<PAGE>   2

                          SHOWSCAN ENTERTAINMENT INC.

                                     INDEX


<TABLE>
<CAPTION>
                                                                                     Page
                                                                                     ----
<S>                                                                                  <C>
PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of September 30, 1995
and March 31, 1995                                                                      3

Condensed Consolidated Statements of Operations for the Three
Months and Six Months Ended September 30, 1995 and 1994                                 5

Condensed Consolidated Statements of Cash Flows for the Six
Months Ended September 30, 1995 and 1994                                                6

Notes to the Condensed Consolidated Financial Statements                                8


ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS                                10


PART II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES                                                          14


ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS                              14


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                               15


Signatures                                                                             16
</TABLE>


                                       2

<PAGE>   3

PART I. - FINANCIAL INFORMATION

ITEM 1. - FINANCIAL STATEMENTS


                          SHOWSCAN ENTERTAINMENT INC.
                     Condensed Consolidated Balance Sheets
                (Dollars in Thousands Except Share Information)

<TABLE>
<CAPTION>
                                                                 SEPTEMBER 30,        MARCH 31,
                                                                     1995               1995
                                                                 ------------         ---------
                                                                 (unaudited)           (Note)
<S>                                                              <C>                  <C>
                     ASSETS
                     ------
Current assets:
  Cash and cash equivalents                                         $ 9,127            $ 6,791
  Accounts receivable (net of allowances)                             3,366              2,943
  Unbilled receivables on uncompleted
    equipment contracts                                                 702                870
  Equipment sales inventory (Note 2)                                  1,257              2,142
  Prepaid expenses and other current assets                             394                110
                                                                    -------            -------
Total current assets                                                 14,846             12,856


Film library (net of amortization)                                    1,560              1,394

Equipment and leasehold improvements, less
  accumulated depreciation and amortization                           1,548              1,728


Investment in owned and operated theatres (Note 3)                    4,541              2,494


Patents and other intellectual properties (net of
  amortization)                                                       1,987              2,204

Other assets, including note receivable
  from affiliated company                                             1,721              1,296
                                                                    -------            -------


Total assets                                                        $26,203            $21,972
                                                                    =======            =======
</TABLE>

Note:  The balance sheet at March 31, 1995 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

See accompanying notes to unaudited condensed consolidated financial statements.

                                  (continued)


                                       3

<PAGE>   4

                          SHOWSCAN ENTERTAINMENT INC.
               Condensed Consolidated Balance Sheets (continued)
                (Dollars in Thousands Except Share Information)

<TABLE>
<CAPTION>
                                                                         SEPTEMBER 30,         MARCH 31,
                                                                             1995                1995
                                                                         -------------         ---------
                                                                          (unaudited)           (Note)
<S>                                                                      <C>                   <C>
           LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                        $    190            $    322
  Customer advances on uncompleted
    equipment contracts                                                      2,941               2,929
  Accrued expenses and other current liabilities                             2,483               1,609
  Subordinated note payable                                                      -               3,121
                                                                          --------            --------
Total current liabilities                                                    5,614               7,981
                                                                          --------            --------

8% convertible notes (Note 4)                                                7,000                   -

Stockholders' equity:
  Series A Convertible Preferred Stock, $.001 par
    value; 150,000 shares authorized, none and 150,000
    shares issued and outstanding, respectively                                  -                   -
  Series C Convertible Preferred Stock, $.001 par value;
    100,000 shares authorized; 49,000 shares issued and
    outstanding                                                                  -                   -
  Common stock, $.001 par value; 20,000,000 shares
    authorized; 5,414,239 and 5,242,859 shares issued and
    outstanding, respectively                                                    5                   5
  Additional paid-in capital                                                42,466              42,498
  Accumulated deficit                                                      (28,882)            (28,512)
                                                                          --------            --------
Total stockholders' equity                                                  13,589              13,991
                                                                          --------            --------
Total liabilities and stockholders' equity                                $ 26,203            $ 21,972
                                                                          ========            ========
</TABLE>

Note:  The balance sheet at March 31, 1995 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

See accompanying notes to unaudited condensed consolidated financial statements.



                                       4

<PAGE>   5

                          SHOWSCAN ENTERTAINMENT INC.
                Condensed Consolidated Statements of Operations
              (Dollars in Thousands Except Per Share Information)

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED               SIX MONTHS ENDED
                                                        SEPTEMBER 30,                   SEPTEMBER 30,
                                                     1995           1994             1995           1994
                                                   -----------------------         -----------------------
                                                         (Unaudited)                     (Unaudited)
<S>                                                <C>            <C>              <C>            <C>
Revenues:
  Film rentals and royalties, net                  $1,183         $  936           $3,103         $2,133
  Equipment sales and related services              2,543          3,123            4,761          6,125
                                                   ------         ------           ------         ------
                                                    3,726          4,059            7,864          8,258

Costs of revenues                                   2,017          2,839            3,974          5,339
                                                    -----         ------           ------         ------
Gross profit                                        1,709          1,220            3,890          2,919

Costs and expenses:
  General and administrative expenses               1,891          1,478            3,662          2,868
  Depreciation and amortization                       244            252              488            505
                                                   ------         ------           ------         ------
                                                    2,135          1,730            4,150          3,373
                                                   ------         ------           ------         ------
Operating income (loss)                              (426)          (510)            (260)          (454)


Other income (expense):
  Equity in operations of owned and
    operated theatres                                 (74)           (43)            (113)           (43)
  Other income, including interest of
    $37, $46, $58, $71, respectively                   69            227               98            257
  Interest and other expenses                         (59)           (30)             (95)           (59)
                                                   ------         ------           ------         ------
                                                      (64)           154             (110)           155
                                                   ------         ------           ------         ------


Net income (loss)                                  $ (490)        $ (356)          $ (370)        $ (299)
                                                   ======         ======           ======         ======


Net income (loss) per common share                 $ (.09)        $ (.07)          $ (.07)        $ (.06)
  (Note 5)                                         ======         ======           ======         ======
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.


                                       5

<PAGE>   6

                          SHOWSCAN ENTERTAINMENT INC.
                Condensed Consolidated Statements of Cash Flows
                             (Dollars in Thousands)


<TABLE>
<CAPTION>
                                                                     SIX MONTHS ENDED
                                                                       SEPTEMBER 30,
                                                                   1995             1994
                                                                 -------------------------
                                                                        (Unaudited)
<S>                                                              <C>              <C>
Cash flows from operating activities:                                                       
  Net income (loss)                                              $  (370)         $  (299)
  Adjustments to reconcile net income
  to net cash provided by (used in) operating activities:
    Depreciation and amortization                                    488              505
    Amortization of film library                                     359              267
    Equity in operations of owned and operated theatres              113               43
    Accrued interest on subordinated debt                             57               57
    Provision for doubtful accounts                                   10                -
    Changes in operating assets and liabilities:                                         
      Accounts receivable                                           (433)            (471)
      Equipment sales inventory                                      885             (116)
      Unbilled receivables on uncompleted equipment
        contracts                                                    168              487
      Prepaid expenses and other assets                             (284)             (30)
      Investment in owned and operated theatres                   (2,160)          (1,788)
      Accounts payable, accrued expenses and other
        current liabilities                                          695              221
      Customer advances on uncompleted equipment                                         
        contracts                                                     12             (579)
                                                                 -------          -------
                                                                                         
          Net cash used in operating activities                  $  (460)         $(1,703)
                                                                 -------          -------

Cash flows from investing activities:
  Purchase of short term investments                                   -           (4,026)
  Purchases of equipment and leasehold improvements                  (91)             (45)
  Additions to film library                                         (525)               -
  Other assets                                                       112             (181)
                                                                 -------          -------

          Net cash used in investing activities                  $  (504)         $(4,252)
                                                                 -------          -------
</TABLE>

                                  (Continued)


                                       6

<PAGE>   7

                          SHOWSCAN ENTERTAINMENT INC.
          Condensed Consolidated Statements of Cash Flows (Continued)
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                                     SIX MONTHS ENDED
                                                                       SEPTEMBER 30,
                                                                   1995             1994
                                                                 -------------------------
                                                                        (Unaudited)
<S>                                                              <C>              <C>
  Balance forwarded                                              $  (964)         $(5,955)
                                                                 --------         -------

Cash flows from financing activities:
  Payments on subordinated note payable                           (3,131)               -
  Proceeds from issuance of 8% convertible notes
    (net of expenses)                                              6,463                -
  Proceeds from issuance of preferred stock and
    warrants (net of expense)                                          -            2,312
  Proceeds from issuance of common stock                               -            4,094
  Proceeds from exercise of stock options                             30               12
  Other                                                              (62)               -
                                                                 -------          -------
  Net cash provided by financing activities                        3,300            6,418
                                                                 -------          -------

  Net increase in cash and cash
    equivalents                                                    2,336              463

Cash and cash equivalents, beginning of period                     6,791            1,128
                                                                 -------          -------

Cash and cash equivalents, end of period                         $ 9,127          $ 1,591
                                                                 =======          =======


Supplemental disclosures of cash flow information:
      Interest paid (included in subordinated note
        payment above)                                           $ 1,567          $     0
                                                                 =======          =======


      Income taxes paid                                          $     0          $     0
                                                                 =======          =======
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.



                                       7

<PAGE>   8

                          SHOWSCAN ENTERTAINMENT INC.
            Notes to the Condensed Consolidated Financial Statements
                                  (Unaudited)

Note 1--Introduction:

     The accompanying unaudited condensed consolidated financial statements of
Showscan Entertainment Inc. (the "Company") have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three-month period and six-month period ended
September 30, 1995 are not necessarily indicative of the results that may be
expected for the year ended March 31, 1996.  For further information, refer to
the consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended March 31, 1995.

Note 2--Equipment sales inventory:

     Equipment sales inventory, consisting primarily of film exhibition and
simulation system equipment and related components, is valued at the lower of
average cost or market.

Note 3--Investments in Owned and Operated theatres:

     The Company retains an ownership interest, ranging from 25% to 50%, in
selected Showscan motion simulation theatre attractions ("Showscan Attractions")
through various joint venture arrangements.  The Company currently has an
ownership interest in Showscan Attractions at Universal CityWalk in Los Angeles
(November 1993), Trocadero in London (September 1994), Framingham, Massachusetts
(May 1995) and Osaka, Japan (August 1995).  The Company accounts for its
investment in owned and operated theatres under the equity method of accounting.

Note 4--8% Convertible Notes:

     On September 1, 1995, the Company completed a private placement of
$7,000,000 in secured convertible notes through a European financial
institution, Banca del Gottardo.  The notes have a four-year maturity and an 8%
interest rate. Interest payments are scheduled to be made semi-annually
commencing March 1, 1996.  The notes are secured by specific assets of the
Company, although the security excludes the Company's film library and the
capital stock of its subsidiaries.  The notes are convertible at the option of
the holder into 1,217,391 shares of Showscan common stock beginning on December
1, 1995 at a conversion price of $5.75 per share (the closing price on the
Nasdaq National Market on the transaction closing date of August 14, 1995).  In
connection with this debt placement, $537,000 of expenditures have been deferred
and will be amortized over the life of the debt.



                                       8

<PAGE>   9

Note 5--Earnings per common share:

     Loss per common share for the three months ended September 30, 1995 and
September 30, 1994 has been determined by using 5,250,637 and 5,108,748 weighted
average shares of common stock, respectively.  For the six months ended
September 30, 1995 and September 30, 1994, the weighted average shares of common
stock to determine loss per common share were 5,247,748 and 4,895,421,
respectively.  The impact of common stock equivalents and potentially dilutive
instruments, such as the assumed conversion of Series C Convertible Preferred
Stock and the assumed conversion of the 8% Convertible Notes due September 1,
1999 has not been included, as such items are anti-dilutive for all periods
presented.



                                       9

<PAGE>   10

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Overview:

     The principal sources of Showscan Entertainment Inc.'s (the "Company")
revenues are the licensing of the Showscan film library and technologies, the
sale and installation of projectors, screens, sound systems and other equipment
used to exhibit Showscan films, and the sale of motion bases and other equipment
used in most of the Company's motion simulation theatre attractions ("Showscan
Attractions").  The Company does not believe that inflation has had a material
impact on the Company's net revenues or on its results of operations for the
three most recent fiscal years.

     The Company's revenues and results of operations fluctuate quarterly within
any fiscal year.  Such quarterly fluctuations are a function of various factors,
including the timing of delivery and installation of Showscan Attractions to
third party owners and operators (pursuant to percentage-of-completion
accounting), the specific configuration of the Showscan Attractions sold, the
timing of film library license periods and renewals thereof, and the timing of
sales and marketing efforts and related expenditures.  Equipment sales will
likely continue to experience quarterly fluctuations as they are substantially
dependent on customers' varying delivery and installations requirements.

     The Company believes that as its installed base of Showscan Attractions
continues to expand, these seasonality factors will gradually diminish.

Comparison of the six months ended September 30, 1995 and 1994:

     Revenues for the six-month period ended September 30, 1995 (the "Six Month
Period") decreased by $394,000 or 5% from revenues for the six-month period
ended September 30, 1994.  The increase in film rentals and royalties of
$970,000 was offset by the decrease in equipment sales and related services of
$1,364,000.

     Film rentals and royalties increased by 45% to $3.1 million for the Six
Month Period.  The increase was due primarily to the increase in the installed
base of operating Showscan Attractions and $685,000 of revenues recognized from
two specific customer agreements, which revenues constitute all of the revenues
to be received with respect to such agreements. Revenues from film rentals and
royalties are expected to increase annually in the future as the installed base
of Showscan Attractions increases.

     Revenues from equipment sales and related services for the Six Month Period
decreased to $4.8 million from $6.1 million in the corresponding prior year
period.  The decrease can be attributed to a decrease in the number of Showscan
Attractions ordered during the Six Month Period as compared to the corresponding
prior year period.  The actual number of Showscan Attractions ordered decreased
from four in the first six months of the fiscal year ended March 31, 1995 to two
in the Six Month Period.  The Company recognizes equipment sales under the
percentage-of-completion method of accounting, generally measured by the
percentage that the labor cost incurred to date bears to the estimated total
labor cost of each contract; accordingly, the recognition of revenue for such
sales is affected during the current and future quarters by (i) the timing of
such sales,



                                       10

<PAGE>   11

(ii) the schedule of the build out of the Showscan Attractions and (iii) the
shipment and installation of equipment and related services.  Equipment sales
and related services includes $360,000  of revenues recognized as a result of
the expiration under a customer agreement of a required installation period for
a particular site.

     Cost of revenues were 51% of revenues in the Six Month Period as compared
to 65% in the corresponding prior year six month period.  The resulting increase
in gross profit was principally the result of the increase in film rentals and
royalties, as the cost of revenues on equipment sales and related services
remained fairly constant at 76% of revenues in the Six Month Period and 83% in
the corresponding prior year six month period.  The Company's film library is
being amortized using the individual film forecast method which is based on
estimated future revenues, as revised quarterly.  Amortization expense of the
film library for the Six Month Period and the corresponding six month period in
the prior year was $359,000 and $267,000, respectively.  The increase in
amortization was related primarily to the addition of new films to the Company's
film library during the past twelve months and the corresponding amortization of
such films.

     General and administrative expenses of $3,662,000 for the Six Month Period
represented a 28% increase over the $2,868,000 reported in the corresponding
prior year six month period.  The increase is primarily attributable to the
hiring of additional personnel for (i) the current and anticipated sales needs,
(ii) the enhancement of existing product lines and (iii) the development of new
product lines.

     Depreciation and amortization remained relatively unchanged in the Six
Month Period from the corresponding prior year period.

     The Company develops through joint ventures, Showscan Attractions in which
the Company has an ownership interest and accounts for such investments under
the equity method of accounting.  The loss of $113,000 on the investment in
owned and operated theatres for the Six Month Period increased by $70,000 or
163% from the corresponding prior year six month period and is primarily the
result of the following factors: (i) operating losses, including initial
start-up and marketing expenses at the Framingham theatres (opened in late May
1995), (ii) site acquisition costs (for future owned and operated theatre
locations) incurred through the Showscan Attractions Venture, and (iii) the
combined operating profits from the Showscan Attractions at CityWalk, the
Trocadero in London, and Osaka.

     The Company's net loss increased in the current six month period to
$370,000 from $299,000 in the corresponding prior year six month period.  The
decrease in equipment sales and related services combined with the increase to
general and administrative expenses were the primary factors for the decrease in
performance.

Comparison of the three months ended September 30, 1995 and 1994:

     Revenues for the three-month period ended September 30, 1995 (the "1996
Second Quarter") decreased $333,000 or 8% from revenues for the three-month
period ended September 30, 1994 (the "1995 Second Quarter").



                                       11

<PAGE>   12

     Film rentals and royalties increased by 26% to $1,183,000 in the 1996
Second Quarter.  The increase was due to $300,000 of revenues recognized from a
specific customer agreement, which revenues constitute all of the revenues to be
received with respect to such agreement.

     Revenues from equipment sales and related services for the 1996 Second
Quarter decreased to $2.5 million from $3.1 million in the corresponding prior
year period.  The decrease in the number of Showscan Attraction orders in the
1996 Second Quarter and the preceding two quarters as compared to the
corresponding prior year periods resulted in the decrease in revenues.

     Cost of revenues were 54% of revenues in the 1996 Second Quarter as
compared to 70% in the 1995 Second Quarter.  The resulting increase in gross
profit was principally the result of a decrease in equipment costs and the
increase in film rentals and royalties.  The cost of revenues on equipment sales
and related services dropped to 73% in the 1996 Second Quarter from 86% in the
1995 Second Quarter.  The cost of the Company's film library is being amortized
using the individual film forecast method which is based on estimated future
revenues, as revised quarterly.  Amortization  of the film library for the 1996
Second Quarter and the 1995 Second Quarter was $159,000 and $167,000,
respectively.

     General and administrative expenses of $1,891,000 for the 1996 Second
Quarter represented a 28% increase over the prior year period.  The increase is
primarily attributable to the hiring of additional personnel for (i) the current
and anticipated sales needs, (ii) the enhancement of existing product lines and
(iii) the development of new product lines.

     Depreciation and amortization remained relatively unchanged in the 1996
Second Quarter from the 1995 Second Quarter.

     The Company develops Showscan Attractions in which the Company retains an
ownership interest of between 25% and 50%, and accounts for such investments
under the equity method of accounting.  The loss on investment in owned and
operated theatres in the 1996 Second Quarter is primarily the result of
operating losses, including initial start-up and marketing expenses at the
Framingham theatres, offset by the combined operating profits from the Showscan
Attractions at CityWalk, the Trocadero in London and Osaka.

     The Company's net loss increased in the 1996 Second Quarter to $490,000
from $356,000 in the 1995 Second Quarter.  The decrease in equipment sales and
related services, combined with the increase in general and administrative
expenses were the primary factors for the decrease in performance.

Liquidity and Capital Resources:

     At September 30, 1995, the Company's working capital increased to
$9,232,000 from $4,875,000 at March 31, 1995.  The increase in working capital
was primarily due to the completion of a financing transaction (as more fully
described below) which was partially offset by the Company's funding of its
ownership interest in the Showscan Attractions in Framingham and Osaka.


                                       12

<PAGE>   13

     Cash and cash equivalents at September 30, 1995 increased by $2,336,000
from March 31, 1995.  The increase in cash from the financing transaction was
primarily offset by (i) the final payment in April, 1995 of $3,131,000 under a
subordinated note payable to Mr. Douglas Trumbull, the inventor of the Showscan
process, and (ii) the funding of the two Showscan Attractions as described
above.  Accounts receivables, unbilled receivables on uncompleted equipment
contracts and equipment sales inventory decreased by a combined 11%, while
accounts payable, customer advances on uncompleted equipment contracts and
accrued expenses and other current liabilities increased by 16%.  These changes
are primarily attributable to the timing of Showscan Attractions sales and the
specific contract terms of such sales, which terms generally affect the timing
of collections, shipments to customers and the related payments to vendors.

     Net cash used in the Company's investing activities was $504,000 for the
Six Month Period.  Substantially all of this amount was attributable to the
additions made to the Company's film library and the purchase of equipment.

     Net cash provided by financing activities was $3,300,000 for the Six Month
Period.  During such period, the Company made in April, 1995 a payment of
$3,131,000 under a subordinated note payable to Douglas Trumbull. Additionally,
on September 1, 1995, the Company completed a $7,000,000 ($6,463,000 net of
expenses) private placement of convertible notes through Banca del Gottardo, a
European financial institution.  The Company issued secured convertible notes
with a conversion price of $5.75 per share, the closing price on the Nasdaq
National Market on August 14, 1995, the transaction closing date.  The notes are
convertible at the option of the holder into 1,217,391 shares of Showscan common
stock beginning on December 1, 1995.  The notes have a four year maturity, bear
interest at 8 percent with a semi-annual interest payment schedule commencing
March 1, 1996 and are secured by specific assets of the Company although the
security excludes the Company's film library and the capital stock of its
subsidiaries.  In addition to the above transactions, on September 30, 1995 the
Company converted all of its outstanding Series A Convertible Preferred Stock
into 165,380 shares of common stock.  Each share of Series A Convertible
Preferred Stock had a liquidation value of $4.00 and was converted into shares
of common stock at a conversion rate of 1.1025 shares of common stock for each
share of preferred stock.

     The Company believes that its working capital will be sufficient to fund
the costs of operations for the next twelve months.  The Company's revised
business strategy includes new film productions, new product development and
possible site acquisitions for owned and operated theatres.  The Company plans
to pursue further financing alternatives by one or more of the following means:
the selling of securities, obtaining a line of credit from a banking
institution, and/or forming strategic alliances or joint ventures.  There can be
no assurance that the Company will be able to obtain any of the aforementioned
financing alternatives.



                                       13

<PAGE>   14

PART II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES

     On September 30, 1995, the Company converted all of its outstanding Series
A Convertible Preferred Stock (150,000 shares) into 165,380 shares of common
stock.  Each share of Series A Convertible Preferred Stock had a liquidation
value of $4.00 and was converted into shares of common stock at a conversion
rate of 1.1025 shares of common stock for each share of preferred stock.

     On September 1, 1995, the Company completed a $7,000,000 private placement
of convertible notes through Banca del Gottardo, a European financial
institution. The Company issued secured convertible notes with a conversion
price of $5.75 per share, the closing price on the Nasdaq National Market on
August 14, 1995, the transaction closing date.  The notes are convertible into
1,217,391 shares of Showscan common stock beginning on December 1, 1995.  The
notes have a four year maturity, bear interest at 8 percent with a semi-annual
payment schedule and are secured by specific assets of the Company although the
security excludes the Company's film library and the capital stock of its
subsidiaries.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

     The Company held its annual meeting of stockholders on August 17, 1995.
The matters voted upon at the meeting were (a) the election of a board of
directors to serve until the next annual meeting of stockholders, and (b) the
ratification of the appointment of Ernst & Young LLP as the independent auditors
for the Company.

     The voting on each proposal was as set forth in the tables below.

     1.   Election of directors:

<TABLE>
<CAPTION>
                                                               Withhold
                                               For             Authority
                                               ---             ---------
          <S>                               <C>                <C>
          William D. Eberle                 5,956,371            14,100
          William C. Soady                  5,957,971            12,500
          Charles B. Moss, Jr.              5,957,971            12,500
          Thomas R. DiBenedetto             5,957,971            12,500
          Kurt C. Hall                      5,955,171            15,300
</TABLE>

     2.   Ratification of the appointment of Ernst & Young LLP as the 
          independent auditors of the Company for the fiscal year ending 
          March 31, 1996.

<TABLE>
<CAPTION>
                For             Against            Abstentions
                ---             -------            -----------
             <S>                <C>                <C>
             5,955,929           8,200                6,342
</TABLE>


                                       14

<PAGE>   15

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits
    
          None

(b)  Reports on Form 8-K
    
          The Company filed the following current report on Form 8-K during the
quarter for which this report is filed:

          Current Report, dated September 1, 1995, Item 5.

          No financial statements were filed with the foregoing Report.


                                       15

<PAGE>   16

                                   SIGNATURES


     Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized, in the City of Culver
City, State of California on the 10th day of November, 1995.


                                      Showscan Entertainment Inc.
                                              (Registrant)


                                      By /s/ DENNIS POPE
                                         --------------------------------------
                                         Dennis Pope
                                           Executive Vice President
                                           - Chief Financial Officer
                                             (Authorized Officer and Principal
                                              Financial Officer)


                                      By /s/ GREGORY W. BETZ
                                         --------------------------------------
                                         Gregory W. Betz
                                           Vice President - Director of Finance
                                             (Authorized Officer and Principal
                                              Accounting Officer)


                                       16