Form 10-QSB

                     SECURITIES AND EXCHANGE COMMISSION
                               Washington D.C.


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

For the Quarterly Period Ended December 31, 1997     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.)


                           5125 Lankershim Blvd.
                    North Hollywood, California  91601
                  (Address of principal executive office)

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


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 ___


As of February 12, 1998 the Registrant had 3,338,950 shares of its Common Stock,
$.01 par value, issued and outstanding.








               NETTER DIGITAL ENTERTAINMENT, INC. AND SUBSIDIARIES
                                  FORM 10-Q
                               December 31, 1997
                                    INDEX


PART I.	FINANCIAL INFORMATION
                                                                       	PAGE
Item 1.	Financial Statements (Unaudited)	                              NUMBER
                                                                       ------

        Consolidated Balance Sheet as of December 31, 1997	               3

        Consolidated Statement of Operations for the three-month 
        and six-month periods ended December 31, 1997 and 
        December 31, 1996.                                                4

        Consolidated Statements of Cash Flows for the six-month 
        periods ended December 31, 1997 and December 31, 1996.	           5

        Notes to Consolidated Financial Statements	                     6-7


Item 2.	Management's Discussion and Analysis of Financial Condition 
         and Results of Operations                                    	7-10

PART II.	OTHER INFORMATION

Item 4.	Submission of Matters to a Vote of Security Holders	             11

Item 6.	Exhibits and Reports on Form 8-K	                             11-12

Signatures		                                                             12










                              Page 2 of 12

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

               NETTER DIGITAL ENTERTAINMENT, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEET


                                                                   December 31,
                                                                       1997
                                                                   ------------
                                                                    (Unaudited)
                                   ASSETS
                                   ------
CURRENT ASSETS:
  Cash and cash equivalents                                      $    1,212,322 
  Accounts receivable, net of allowances of $23,481                   1,602,838 
  Due from officer                                                      155,897 
  Inventory                                                           1,455,553 
  Production costs, net                                                 261,673 
  Other                                                                 206,464 
                                                                  --------------
      TOTAL CURRENT ASSETS                                            4,894,747 

EQUIPMENT,  net                                                       1,977,048 

GOODWILL, net                                                         1,990,590 

DEPOSITS AND OTHER ASSETS                                               254,430 
                                                                  --------------
                                                                 $    9,116,815 
                                                                  ==============

                       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and production fee advances                   $    2,096,652 
  Accrued expenses                                                      328,694 
  Deferred revenue                                                      281,136 
  Short term notes payable                                              465,811 
  Current portion of long-term debt                                      99,752 
  Current portion of capital lease obligations                          262,027 
                                                                  --------------
        TOTAL CURRENT LIABILITIES                                     3,534,072 

CAPITAL LEASE OBLIGATIONS                                               501,734 

MINORITY INTEREST                                                           500 
                                                                  --------------

STOCKHOLDERS' EQUITY :
  Preferred stock, $.001 par value, 2,000,000 shares
    authorized; 49,502 shares issued and outstanding                    283,150 
  Common stock, $.01 par value, 6,000,000 shares
    authorized; 3,338,950 shares issued and outstanding                  33,390 
  Additional paid-in capital                                          4,726,125 
  Retained Earnings                                                      37,844 
                                                                  --------------
          TOTAL STOCKHOLDERS EQUITY                                   5,080,509 
                                                                  --------------
                                                                 $    9,116,815 
                                                                  ==============

The accompanying notes are an integral part of the consolidated financial 
                               statements.

                              Page 3 of 12

              NETTER DIGITAL ENTERTAINMENT, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>


                                          Three Months Ended Dec. 31,      Six Months Ended Dec. 31,
                                          ---------------------------     --------------------------
                                              1997          1996               1997        1996
                                          ---------------------------     ---------------------------
                                           (Unaudited)   (Unaudited)       (Unaudited)   (Unaudited)
<S>                                       <C>            <C>             <C>            <C>

REVENUES:
   Production                             $  7,672,044   $  6,307,436    $ 13,516,381   $ 9,421,612 
   Sales                                       963,306              -       1,892,839             - 
                                           ------------   ------------    ------------   -----------
      TOTAL REVENUES                         8,635,350      6,307,436      15,409,220     9,421,612 
                                           ------------   ------------    ------------   -----------
EXPENSES:
   Production                                6,939,861      5,645,634      12,054,250     8,489,350 
   Cost of goods sold                          470,114              -         928,851             - 
   General and administrative                1,137,194        519,592       2,243,986     1,031,623 
   Amortization of goodwill                     26,078              -          52,156             - 
                                           ------------   ------------    ------------   -----------
        TOTAL EXPENSES                       8,573,247      6,165,226      15,279,243     9,520,973 
                                           ------------   ------------    ------------   -----------

OPERATING INCOME (LOSS)                         62,103        142,210         129,977       (99,361)
                                           ------------   ------------    ------------   -----------

OTHER INCOME (EXPENSE):
   Interest income                               4,580         30,127          14,490        57,229 
   Interest (expense)                          (39,190)             -         (92,949)            - 
   Other income/(expense)                          727              -           8,753             - 
                                           ------------   ------------    ------------   -----------
        TOTAL OTHER INCOME (EXPENSE)           (33,883)        30,127         (69,706)       57,229 
                                           ------------   ------------    ------------   -----------

INCOME BEFORE PROVISION FOR
  INCOME TAXES                                  28,220        172,337          60,271       (42,132)

PROVISION FOR INCOME TAXES                      12,000              -          30,500             - 
                                           ------------   ------------    ------------   -----------

NET INCOME (LOSS)                         $     16,220   $    172,337    $     29,771   $   (42,132)
                                           ============   ============    ============   ============

Cumulative preferred stock dividend             10,608              -          21,219             - 

Net Income to common shareholders         $      5,612   $    172,337    $      8,552   $   (42,132)
                                           ============   ============    ============   ============

Net Income (Loss) per common share,
     basic and assuming dilution          $       0.00   $       0.06    $       0.00   $     (0.02)
                                           ============   ============    ============   ============

Weighted average common shares outstanding   3,338,950      2,795,000       3,333,346      2,795,000 
                                           ============   ============    ============   ============
<FN>
<FN1>

The accompanying notes are an integral part of the consolidated financial 
                               statements.
</FN>
</TABLE>
                              Page 4 of 12

                  NETTER DIGITAL ENTERTAINMENT, INC. AND SUBSIDIARIES 
                        CONSOLIDATED STATEMENTS OF CASH FLOWS 
<TABLE>
<CAPTION>

                                                            Six Months Ended December 31,
                                                          --------------------------------
                                                                  1997           1996
                                                          --------------------------------
                                                             (Unaudited)     (Unaudited) 
<S>                                                        <C>             <C>             
CASH FLOWS FROM OPERATING ACTIVITIES: 
 Net income                                                $      29,771   $    (42,132)
                                                           --------------  --------------
 Adjustments to reconcile net income to net cash 
      provided by (used in) operating activities: 
            Depreciation                                         225,790        115,679 
            Amortization                                          60,441              - 

Changes in operating assets and liabilities: 
    (Increase) in accounts receivable                           (736,765)      (311,862)
    (Increase)/decrease in other current assets                  (88,351)         7,746 
    (Increase) in inventory                                     (465,498)             - 
    Decrease/(increase) in production costs                       33,046        (78,881)
    Decrease/(increase) in deposits and other assets              40,418       (115,748)
    (Decrease)/increase in accounts payable                     (314,985)       468,437 
    Increase in accrued expenses                                   5,766         79,406 
    (Decrease) in deferred revenue                              (249,715)            - 
                                                          ---------------   ------------     
                                                              (1,489,853)       164,777 
                                                          ---------------   ------------

    NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES       (1,460,082)       122,645 
                                                          ---------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES: 
    Capital expenditures                                        (128,717)      (525,568)
                                                          ---------------   ------------
    NET CASH (USED IN) INVESTING ACTIVITIES                     (128,717)      (525,568)
                                                          ---------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES: 
    (Increase) in  deferred acquisition costs                          -       (311,591)
    (Increase) in notes receivable                                     -       (275,000)
    (Increase) in deferred registration costs                          -       (102,722)
    Increase in additional paid-in capital                             -            903 
    Proceeds from line of credit                                 405,259              - 
    Notes payable principal payments                             (32,252)             - 
    Principal payments of capital lease obligations             (146,408)             - 
                                                          ---------------   -------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES              226,599       (688,410)
                                                          ---------------   -------------

NET (DECREASE) IN CASH                                        (1,362,200)    (1,091,333)

Cash, beginning of period                                      2,574,522      2,181,223 
                                                          ---------------   -------------

Cash, end of period                                         $  1,212,322     $ 1,089,890 
                                                          ===============   =============    

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: 
 Cash paid during the year for:
   Cash paid for interest                                   $     92,989     $         - 
   Cash paid for income taxes                               $      9,800     $         - 
 Noncash activity:
   Stock issued for legal fee settlement                    $     50,000     $         - 
   Stock dividend                                           $     21,219     $         -
   Purchase of equipment through leases payable             $    647,807     $         - 
<FN>
<FN1>

The accompanying notes are an integral part of the consolidated financial    
                              statements. 
</FN>
</TABLE>
                              Page 5 of 12

                NETTER DIGITAL ENTERTAINMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


BASIS OF PREPARATION

The accompanying unaudited consolidated financial statements have been prepared 
in accordance with generally accepted accounting principles for interim 
financial statements and with the instructions to Form 10-QSB and Article 10 of 
Regulation S-X.  Accordingly, they do not include all of the information and 
disclosures required for annual financial statements.  These financial 
statements should be read in conjunction with the consolidated financial 
statements and related footnotes for the year ended June 30, 1997 included in 
the Form 10-KSB for the year then ended.

In the opinion of the Company's management, all adjustments (consisting of 
normal recurring accruals) necessary to present fairly the Company's financial 
position as of December 31, 1997, and the results of operations and cash flows 
for the three-month and six-month periods ended December 31, 1997, and 1996 have
been included.

The results of operations for the three-month and six-month periods ended 
December 31, 1997, are not necessarily indicative of the results to be expected 
for the full fiscal year.  For further information, refer to the consolidated 
financial statements and footnotes thereto included in the Company's  
Form 10-KSB as filed with the Securities and Exchange Commission for the year 
ended June 30, 1997.

The Company has adopted Statement of Financial Accounting Standard Number 128 
specifying the computation, presentation, and disclosure requirements of 
earnings per share information.  Basic earnings per share has been calculated 
based upon the weighted average number of common shares outstanding.  Stock 
options and convertible preferred stock have been excluded as common stock 
equivalents in the diluted earnings per share because they are either 
antidilutive, or their effect is not material.  Comparative earnings per share
information for prior periods have been restated to reflect the requirements of 
this Standard.

DUE FROM OFFICER/RECEIVABLE FROM RELATED PARTY

On  November 20, 1995, the Company's Chief Executive Officer entered into a 
promissory note with the Company in the amount of $194,876, bearing interest at 
7.25% per annum. The remaining unpaid principal balance of $155,897 and accrued 
interest of $6,890 is due on May 20, 1998.

VIDESSENCE, INC.

On January 10, 1997, the Company completed its acquisition of Videssence, Inc. 
("Videssence") through the merger of Videssence into NDEI.  The following 
schedule combines the pro-forma results of operations of the Company and 
Videssence, Inc. as if the acquisition had occurred on July 1, 1996 and includes
such adjustments which are directly attributable to the acquisitions.  It should

                              Page 6 of 12

not be considered indicative of the results that would have been achieved had 
the acquisition not occurred or the results that would have been obtained had 
the acquisition actually occurred on July 1, 1996.

                                        	Three months ended   	Six months ended
                                         December 31, 1996     December 31, 1996
                                         ------------------    -----------------
Revenue	                                    $7,395,866	           $11,808,064
Net loss	                                    ($100,843)	            ($344,037)
Net loss per share, basic and diluted	          ($0.03)	               ($0.10)
Shares used in computation                  	3,317,221	             3,317,221


Item 2.	Management's Discussion and Analysis of Financial Condition 
        and Results of Operations

General

Historically, the Company's primary operations have been to develop and produce 
media entertainment projects ("Productions" or "Projects") under agreements with
studios, networks and distributors such as Warner Bros., The Walt Disney 
Company, ABC and NBC.  While entertainment production remains the Company's 
principal activity, (1) in January 1997 it entered the business of designing, 
manufacturing and distributing lighting products in various entertainment 
industries, through its acquisition of Videssence, and (2) in the fourth quarter
of fiscal 1997, it began marketing its computer animation and visual effects 
services to outside clients.  Its business activities now are:

  Entertainment Production.  It has been the Company's practice to arrange for
    the studio, network or distributor to fund 100% of the production costs of 
    its Projects, while retaining a back-end producer's profit participation.  
    Employing this strategy, the Company avoids the financial risk of funding 
    such production costs, but limits its ongoing revenue participation since 
    the studio, network or distributor retains a significant portion of the 
    rights to the main and ancillary markets for the Projects.  Under these 
    arrangements, revenues are recognized when earned (typically upon receipt)
    and  associated costs are recognized when incurred.  These revenues are 
    primarily dependent on the number of Projects being produced by the Company 
    and the agreements relating to such Projects.  Accordingly, year to year 
    comparisons of production revenues from these sources are not necessarily 
    indicative of future revenues.

    To increase production margins, the Company has invested in in-house post 
    production and computer graphics/animation facilities.  These leading-edge 
    production technologies are used intensively to create the visual effects 
    for "Babylon 5" and the Company's other production activities and have 
    enabled the Company to significantly reduce the need for contracting out to 
    third party vendors, thus allowing it to realize higher margins on its 
    Projects.

  Computer Animation and Visual Effects Production Services.  As an outgrowth
    of its traditional core business of developing and producing media 
    Productions, the Company has recently entered the business of providing 

                              Page 7 of 12

    digital media production services to outside clients.  From experience 
    gained in producing its own Projects, especially "Babylon 5," the Company 
    has developed significant expertise in computer graphics, digital 
    post-production and various other digital imaging techniques which it can 
    utilize to service outside clients.  The Company believes that an active 
    market exists for projects requiring creative, high quality, cost 
    effective digital graphics and effects.  These activities have generated 
    relatively minor revenues to date and there can be no assurance that the 
    Company will successfully market these new services.

  Videssence Lighting Products.  The Company's Videssence subsidiary 
    manufactures and distributes media lighting products which incorporate 
    its patented SRGB(tm) lighting technology.  These products are used for 
    the illumination of studios, stages and other production environments in 
    the sound stage, motion picture, theater and theme park industries, as 
    well as in the video conferencing, distant learning, and pre-press digital 
    photography markets.  The Company's high-tech fluorescent lights 
    consume significantly less electricity than traditional incandescent 
    production lighting products while generating greatly reduced amounts of 
    heat.  Thus, these lights are more comfortable for talent to work under 
    and can generate significant electricity and air-conditioning related 
    savings.  The Company markets its lighting products in the USA and 
    internationally through a network of distributors, dealers, and direct sales
    staff.  To date, Videssence sales have been primarily to television studio 
    and video production operations.  The Company has recently introduced 
    new products which have been developed for the film production 
    markets.  Of course, there can be no assurance that the Company will 
    successfully enter these markets.

Results of Operations

Net Revenues.  The Company's net revenues for the second quarter and six-month 
periods ended December 31, 1997 increased 36.9% and 63.6%, respectively, when 
compared to the same periods in the prior year.  This increase primarily 
resulted from three factors.  First, the Company realized approximately $1.1 
million and $1.5 million of additional revenue from its "Babylon 5" television 
series for the quarter and six-month periods ended December 31, 1997, 
respectively.  This represents increased production activity for these periods 
which will even out over the duration of fiscal 1998 as budgets for the 
consecutive broadcast seasons are relatively similar.  Second, the Company 
continued production on two all new made for television movies for Turner 
Network Television, which contributed approximately $109,000 in revenues to the 
quarter and $2.3 million in revenues for the six-month period.  Third, 
Videssence contributed approximately $963,000 and $1.9 million, respectively, in
revenues from sales of its lighting products in the quarter and six-month period
ended December 31, 1997, although Videssence's sales during these periods were 
lower than expected.

Gross Margin.  The Company's gross margin increased 3.7 and 5.8 percentage 
points to 14.2% and 15.7% for the three-month and six-month periods ended 
December 31, 1997, respectively, over the same prior year periods.  This 
increase resulted from two factors: First, the gross profit from the Company's 
entertainment production business increased to approximately $1.4 million 
(approximately 10.8% of revenues from entertainment production activities) for 
the six-month period ended December 31, 1997, up from approximately $932,000 

                              Page 8 of 12

(approximately 9.9%) from the same period the previous year.  This increase was 
the result of the Company bringing in-house a significant amount of 
post-production and graphics/animation work, greatly reducing its need for 
outside production services.  Second, sales of the Videssence lighting products 
generated gross profits of approximately $493,000 (with gross margin of 
approximately 51.2%) and approximately $964,000 (with approximately 50.9% gross 
margin), respectively, for the quarter and six-month period ended December 
31, 1997.

General and Administrative Expenses.  General and administrative expenses were 
approximately 13.2% and 14.6%, respectively, as a percentage of net revenues for
the three-month and six-month periods ended December 31, 1997 as compared to 
8.2% and 11.0% for the same prior year periods.  These increases were primarily 
attributable to the addition of Videssence's operations which added 
approximately $546,000 and $1.1 million to such expenses over the three-month 
and six-month periods, respectively.

Operating Income (Loss).  The Company achieved operating incomes of 
approximately $62,000 and $130,000 for the quarter and six months ended 
December 31, 1997, respectively, as operating incomes of approximately 
$141,000 and $332,000 from its Entertainment Production activities during these 
periods outweighed respective operating losses of approximately $79,000 and 
$202,000 from its Videssence activities.  These Videssence losses resulted 
primarily from lower than expected sales.

Other Income and Expenses.  Interest income decreased to $4,580 and $14,490 for 
the quarter and six-month periods ended December 31, 1997, respectively, 
compared to $30,127 and $57,229 for the same prior year periods, as proceeds 
from the Company's November 1995 initial public offering were drawn from short 
term investments and used for expansion of its in-house post-production and 
graphics/animation facilities during fiscal 1997 and working capital for 
Videssence.  Interest expense increased to $39,190 and $92,949 for the three 
months and six months ended December 31, 1997, respectively, from $0 in the same
periods of the previous year due to the acquisition of Videssence which has 
long-term debt and the Company's new utilization of capital lease lines for 
continued expansion of its computer animation and visual effects facilities.

Liquidity and Capital Resources

The Company has funded its operations to date primarily through cash from 
operations, its initial public offering of Common Stock and Warrants completed 
in November 1995 which generated net proceeds of approximately $3.2 million and,
with respect to production costs for particular entertainment Projects, through 
production contracts with studios, networks and distributors who cover 100% of 
the production funding.  Such production funds are received by the Company 
during the production stage of a Project.  To date, the Company has been able to
secure production financing from a major studio, network or distributor for all 
of its Projects.  While the Company believes that similar financing arrangements
can be made for future productions, there can be no assurance that the Company 
will be successful in obtaining such production financing.  In that event, the 
Company would have to secure alternative sources for financing Projects.  
Moreover, as the Company continues to develop new forms of high technology 
production activities and projects for new entertainment ancillary markets, it 
may elect to make additional funding commitments for these new projects and to 

                              Page 9 of 12

cover the resulting increased overhead with its cash flow or other financing 
methods, as necessary.  These potential, new financial commitments, if pursued, 
could create additional risk for the Company as to whether it will recover the 
costs of its investment and generate a profit.

During the three months and six months ended December 31, 1997, the Company 
derived approximately 97% of its entertainment production revenues from its 
agreements with Warner Bros. relating to the production of the "Babylon 5" 
series and the associated made for television movies.  If the "Babylon 5" 
series is not renewed through an additional agreement extension after the 
current fifth season of production ending approximately May 1998, and the 
Company is unable to replace the series with one generating comparable revenues,
the Company's financial condition and operations could be materially adversely 
affected.

Cash used in operating activities was approximately $1.5 million for the six 
months ended December 31, 1997.  The biggest uses of cash were a build up of 
inventory at Videssence due to lower sales and the development of a new line of 
lighting products for the film industry, and an increase in accounts receivable,
also at Videssence, due to the termination of the Company's factoring agreement 
in July.  Accounts receivable in the Company's entertainment production 
activities also increased due to production timing.  Further, this period saw a 
large decrease in accounts payable as pre-billed items for the Company's 
"Babylon 5" series and its movies of the week were used for production.

Effective July 1997, the Company's Videssence subsidiary obtained a $750,000 
line of credit with a bank, guaranteed by the Company, which required monthly 
payments of interest on outstanding principal amounts at 2% above the bank's 
reference rate.  The loan documents also require the Company to comply with 
certain restrictive covenants, including maintaining a minimum working capital 
and specific financial ratios.  As of December 31, 1997, the Company owed an 
outstanding principal amount of approximately $405,259 on such line.

Management believes that its present cash position and overall liquidity will 
enable the Company to meet its operating commitments for the next twelve months.
As of December 31, 1997, the Company's sources of liquidity included cash and
cash equivalents totaling approximately $1.2 million, of which approximately 
$550,000 is contractually committed to fund specific Projects.  The Company has 
approximately $566,000 of outstanding debt and approximately $764,000 of 
outstanding capital leases as of December 31, 1997.  Of the latter, 
approximately $110,000 and $576,000 was added during the three months and six 
months ended December 31, 1997, respectively, for equipment additions to its 
in-house post-production and graphics/animation facilities.







                              Page 10 of 12

PART  II.     OTHER INFORMATION

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

The Company's 1997 Annual Meeting of Shareholders was held on November 14, 1997.
The matters brought before the shareholders and the respective final tallies of 
the votes were as follows:

       1. Election of a Board of Directors.

                                                        Abstain or 	  Broker
          Directors	              For      	Against	     Withheld	   Non-votes
          ---------               ---       -------     ----------   ---------
          Douglas Netter	      3,022,206	         0	      8,710           	  0
          John Copeland	       3,022,106	         0	      8,810	             0
          Kate Netter Forte	   3,022,506	         0	      8,410	             0
          Leonard Silverman	   3,022,106	         0	      8,810	             0  
          Paul Costa	          3,022,506	         0	      8,410	             0 
          Lennart Ringquist	   3,021,806	         0	      9,110	             0
 
       2. Proposal to amend Netter Digital Entertainment's Certificate of 
          Incorporation to increase the number of authorized shares of Common 
          Stock, par value $.01, from 6,000,000 to 20,000,000.

                                                      	 Abstain or	   Broker
	                                For	       Against	     Withheld	   Non-votes
                                 ---        -------     ----------   ---------
          Proposal Approved  	2,999,466	     27,740	       3,700	           10

       3. Proposal to adopt the 1997 Incentive Stock Option Plan.

                                                       	Abstain or	   Broker
                               	 For	       Against	     Withheld	   Non-votes
                                 ---        -------     ----------   ---------
          Proposal Approved	  2,218,201	     50,325	       5,500	      756,890

       4.  Proposal to adopt the 1997 Director's Stock Option Plan.

                                          			           Abstain or	   Broker
                         	       For	       Against	     Withheld	   Non-votes
                                 ---        -------     ----------   ---------
          Proposal Approved 	 2,213,661     	53,615	       6,750	      756,890










                              Page 11 of 12

Item 6.	Exhibits and Reports on Form 8-K

(a.)	   Exhibits

       	Exhibit	        Description
        -------         -----------
        		10.1          Consulting Agreement, dated October 1, 1997, by and
                        between Netter Digital Entertainment, Inc. and Geoffrey
                        Talbot. (1)
          10.2          Stock Option Agreement, dated October 1, 1997, by and
                        between Netter Digital Entertainment, Inc. and Geoffrey
                        Talbot. (1)
        		27	           Financial Data Schedule. (1)
        ----------------------
        (1) Filed herewith.

(b.)	   Reports on Form 8-K

       	None.







                                 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 12, 1998	                   By: /s/Chad Kalebic
                                            ---------------------------
                                            Chad Kalebic
                                            Chief Financial Officer










                              Page 12 of 12