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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ----------------
 
                                  FORM 10-K/A
(MARK ONE)
 
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
   EXCHANGE ACT OF 1934
 
FOR THE FISCAL YEAR ENDED JUNE 30, 1998
 
                                      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 NO. 333-12995
 
                               ----------------
 
                          FOX FAMILY WORLDWIDE, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
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<S>                                            <C>
                  DELAWARE                                       95-4596247
        (STATE OR OTHER JURISDICTION                          (I.R.S. EMPLOYER
      OF INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NUMBER)
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            10960 WILSHIRE BOULEVARD, LOS ANGELES, CALIFORNIA 90024
             (ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                                (310) 235-5100
             (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
                               ----------------
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 
                                     NONE
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE 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 [_]
 
  Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not 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-K or any
amendment to this Form 10-K. [X]
 
  Aggregate market value of Registrant's voting stock held by non-affiliates:
Not Applicable
 
  Number of shares of common stock outstanding as of September 24, 1998:
15,840,000 shares of Class B Common Stock; 160,000 shares of Class A Common
Stock.
 
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                                  SIGNATURES
 
  Pursuant to the requirement of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunder duly authorized.
 
                                          FOX FAMILY WORLDWIDE, INC.
 
                                          By:       /s/ Mel Woods
Dated:  October 5, 1998                      __________________________________
                                                         Mel Woods
                                                 President, Chief Operating
                                                           Officer
                                                and Chief Financial Officer
 
  Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed by the following persons in the capacities and on
the dates stated:
 
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<CAPTION>
              SIGNATURE                           TITLE                  DATE
              ---------                           -----                  ----
 <C>                                  <S>                           <C>
            /s/ Haim Saban            Chairman of the Board and     October 5, 1998
 ____________________________________  Chief Executive Officer
              Haim Saban               (Principal
                                       Executive Officer)

            /s/ Mel Woods             President, Chief Operating    October 5, 1998
 ____________________________________  Officer, Chief Financial
              Mel Woods                Officer and Director
                                       (Principal Financial
                                       Officer)

           /s/ Mark Ittner            Chief Accounting Officer      October 5, 1998
 ____________________________________  (Principal Accounting
             Mark Ittner               Officer)

            /s/ Shuki Levy            Director                      October 5, 1998
 ____________________________________
              Shuki Levy

        /s/ Lawrence Jacobson         Director                      October 5, 1998
 ____________________________________
          Lawrence Jacobson
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