Form 10-KSB/A

                    SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C.


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

For the Fiscal Year Ended June 30, 1996         Commission File No. 0-26884


                   NETTER DIGITAL ENTERTAINMENT, INC.
           (exact name of registrant as specified in charter)

             Delaware                                  95-3392054
        (State or other                             (I.R.S. Employer
jurisdiction of incorporation)                     Identification No.)


                   5200 Lankershim Blvd., Suite 280
                   No. Hollywood, California  91601
               (Address of principal executive office)

   Registrant's telephone number, including area code: 818/753-1990


    Securities registered under Section 12(b) of the Exchange Act:

                                                        Name of Each Exchange
Title of Each Class                                     Which Registered
-------------------                                     ----------------

Common Stock, $.01 Par Value                              NASDAQ
Common Stock Purchase Warrants                            NASDAQ

    Securities registered under Section 12(g) of the Exchange Act:

                              None


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 ___

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]

The Registrant's revenues for the most recent fiscal year were $23,655,054.



The aggregate market value of the voting stock held by non-affiliates of the
Company, based upon the closing price of the Common Stock on the NASDAQ
Automated Quotation System on September 27, 1996 was $3,856,000.  Shares of
Common Stock held by each officer and director and by each person who owns
5% or more of the outstanding Common Stock have been excluded in that such
persons may be deemed affiliates.

As of September 27, 1996, the Registrant had 2,795,000 shares of its 
Common Stock, $.01 par value, issued and outstanding.


               Documents Incorporated By Reference

The following documents are incorporated by reference into Part III of this
Annual Report on Form 10-KSB:

Registration Statement on Form SB-2 declared effective on November 20, 1995.

Registration Statement on Form 8-A dated November 20, 1995.

Form 10-QSB for the quarter ended December 31, 1995.

Form 10-QSB for the quarter ended March 31, 1996.





































                           SIGNATURE

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



                                             NETTER DIGITAL ENTERTAINMENT, INC.
                                             Registrant
	


Dated: February 28, 1997                     By: /s/ Thomas Jorgenson
                                                ---------------------
                                                Thomas Jorgenson
                                                Chief Operating Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behoalf of the Registrant and
in the capacities and on the dates indicated.

SIGNATURE                         TITLE                        DATE
---------                         -----                        ----

/s/ Douglas Netter                Chairman of the Board of     February 28, 1997
------------------                Directors, Chief Executive
Douglas Netter                    Officer, and President

/s/ John Copeland                 Executive Vice President     February 28, 1997
-----------------                 and Secretary
John Copeland

/s/ Thomas L. Jorgenson           Chief Operating Officer      February 28, 1997
-----------------------
Thomas L. Jorgenson

/s/ George Johnsen                Senior Vice President, Post  February 28, 1997
------------------                Production and Technology
George Johnsen

/s/ Geoffrey Talbot               Director                     February 28, 1997
-------------------
Geoffrey Talbot

/s/ Rowland Perkins               Director                     February 28, 1997
-------------------
Rowland Perkins

/s/ Kate Netter Forte             Director                     February 28, 1997
---------------------
Kate Netter Forte

/s/ Leonard Silverman             Director                     February 28, 1997
---------------------
Leonard Silverman