<PAGE>

                                    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               September 30, 1997         
                               ------------------------------------------------
                                          or
[   ] Transition Report Pursuance to Section 13 or 15(d) of the Securities
      Exchange act of 1934.
For the transition period from                       to                        
                               ----------------------   ------------------------

Commission File Number             0-23782
                       --------------------------------------------------------

                   RENAISSANCE ENTERTAINMENT CORPORATION
-------------------------------------------------------------------------------
          (Exact name of registrant as specified in its charter)

                Colorado                        84-1094630
-------------------------------------------------------------------------------
    (State or other jurisdiction of           (I.R.S. Employer
      incorporation or organization           Identification No.)

  4410 Arapahoe Avenue, Suite 200, Boulder, Colorado 80303
-------------------------------------------------------------------------------
    (Address of principal executive offices)          (Zip Code)

                                    (303) 444-8273
-------------------------------------------------------------------------------
                 (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.

                                 [ X ] Yes    [   ] No
 
 

                        APPLICABLE ONLY TO CORPORATE ISSUERS:

As of  November 12, 1997, Registrant had 10,263,247 shares of common stock, $.03
Par Value, outstanding.


<PAGE>
                                        INDEX

                                                                  Page
                                                                 Number
                                                                 ------
Part I.  Financial Information

    Item I.  Financial Statements
         Balance Sheets as of September 30, 1997 (Unaudited)
              and December 31, 1996                                 3

         Statements of Operations for the Three Months
              Ended September 30, 1997 and 1996
              (Unaudited)                                           4

         Statements of Operations for the Nine Months
              Ended September 30, 1997 and 1996
              (Unaudited)                                           5

         Statements of Cash Flows for the Nine Months
              Ended September 30, 1997 and 1996
              (Unaudited)                                           6

         Notes to Financial Statements                              7

    Item 2.  Management's Discussion and Analysis of 
             Financial Condition and Results of Operations          8

Part II.  Other Information                                        14


<PAGE>
          RENAISSANCE ENTERTAINMENT CORPORATION AND CONSOLIDATED SUBSIDIARY
                                    BALANCE SHEETS
                                     (Unaudited)
                                        ASSETS


<TABLE>
<CAPTION>
                                                                    September 30,   December 31,
                                                                        1997           1996     
                                                                    -------------   -------------
<S>                                                                 <C>             <C>
Current Assets:
    Cash and equivalents                                                $375,222        $374,289
    Stock subscription receivable                                                        133,749
    Accounts receivable (net)                                            765,154          99,551
    Inventory                                                            171,529         184,695
    Prepaid expenses and other                                           100,010         139,167
                                                                    -------------   -------------
      Total Current Assets                                             1,411,915         931,451
                                                                   
    Property and equipment, net of accumulated depreciation            7,045,710       7,176,755
    Covenant not to compete                                               29,999          45,000
    Goodwill                                                             582,819         620,826
    Restricted cash                                                      310,107         890,116
    Other assets                                                         255,715         208,201
                                                                    -------------   -------------
TOTAL ASSETS                                                          $9,636,265      $9,872,349
                                                                    -------------   -------------
                                                                    -------------   -------------
                              LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
    Accounts payable and accrued expenses                              $ 774,279      $1,068,028
    Notes payable, current portion                                     1,112,684       1,209,119
    Unearned income                                                       85,350         160,588
                                                                    -------------   -------------
      Total Current Liabilities                                        1,972,313       2,437,735

    Notes payable, net of current portion, unrelated parties           1,748,365       2,341,987
    Notes Payable, related parties                                       250,000
    Other                                                                 51,322          37,175
                                                                    -------------   -------------
      Total Liabilities                                                4,022,000       4,816,897
                                                                    -------------   -------------
Stockholders' Equity:
    Common stock, $.03 par value, 50,000,000
      shares authorized, 9,636,262 shares 
      issued and outstanding at September 30, 1997                       289,088         277,013 
    Additional paid-in capital                                         9,038,098       8,071,634 
    Accumulated earnings (deficit)                                    (3,712,921)     (3,293,195) 
                                                                    -------------   -------------
      Total Stockholders' Equity                                       5,614,265       5,055,452  
                                                                    -------------   -------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                            $9,636,265      $9,872,349  
                                                                    -------------   -------------
                                                                    -------------   -------------
</TABLE>

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

<PAGE>
          RENAISSANCE ENTERTAINMENT CORPORATION AND CONSOLIDATED SUBSIDIARY

                           STATEMENTS OF OPERATIONS
                                 (Unaudited)

                                                     Three Months Ended
                                                        September 30,
                                                  -------------------------
                                                     1997          1996
                                                  -----------   -----------
REVENUE:
   Sales                                          $ 8,208,373   $ 7,935,799
   Faire operating costs                            2,437,836     2,271,185
                                                   ----------   -----------
   Gross Profit                                     5,770,537     5,664,614
                                                   ----------   -----------
OPERATING EXPENSES:
   Salaries                                         1,888,412     1,533,507
   Depreciation and amortization                      186,162       213,629
   Advertising                                      1,296,333     1,558,351
   Other operating expenses                         1,426,498     1,033,326
                                                   ----------   -----------
     Total Operating Expenses                       4,797,405     4,338,813
                                                   ----------   -----------
Net Operating (Loss) Income                           973,132     1,325,801
                                                   ----------   -----------
Other Income (Expenses):
   Interest income                                     13,548        28,416 
   Interest (expense)                                 (99,108)      (69,177)
   Other income (expense)                             (53,699)       (2,567)
                                                   ----------   -----------
     Total Other Income (Expenses)                   (139,259)      (43,328)
                                                   ----------   -----------
Net Income (Loss) before (Provision)
  Credit for Income Taxes                             833,873     1,282,473
   
(Provision) Credit for Income Taxes                      -              - 
                                                   ----------   -----------
Net Income (Loss) to Common Stockholders           $  833,873   $ 1,282,473
                                                   ----------   -----------
                                                   ----------   -----------
Net Income (Loss) per Common Share                       $.09          $.14
                                                   ----------   -----------
                                                   ----------   -----------
Weighted Average Number of Common
 Shares Outstanding                                 9,636,262     8,886,403
                                                   ----------   -----------
                                                   ----------   -----------

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

<PAGE>
          RENAISSANCE ENTERTAINMENT CORPORATION AND CONSOLIDATED SUBSIDIARY

                            STATEMENTS OF OPERATIONS
                                  (Unaudited)

                                                    Nine Months Ended
                                                      September 30,
                                              -------------------------------
                                                    1997            1996
                                              --------------  ---------------
REVENUE:
    Sales                                      $ 13,093,969    $  13,241,878
    Faire operating costs                         4,268,379        4,391,103
                                              --------------  ---------------
    Gross Profit                                  8,825,590        8,850,775
                                              --------------  ---------------
OPERATING EXPENSES:
    Salaries                                      3,907,931        3,722,829
    Depreciation and amortization                   529,732          479,862
    Goodwill Writedown                                    -          380,000
    Advertising                                   1,990,324        2,450,985
    Other operating expenses                      2,825,251        3,249,490
                                              --------------  ---------------
      Total Operating Expenses                    9,253,238       10,283,166
                                              --------------  ---------------
Net Operating (Loss) Income                        (427,648)      (1,432,391) 
                                              --------------  ---------------
Other Income (Expenses):
    Interest income                                  44,263           58,871
    Interest (expense)                             (295,275         (187,972)
    Other income (expense)                          258,935         (199,951)
                                              --------------  ---------------
      Total Other Income (Expenses)                   7,923         (329,052)
                                              --------------  ---------------
Net Income (Loss) before (Provision)
  Credit for Income Taxes                          (419,725)      (1,761,443)

(Provision) Credit for Income Taxes                     -            239,273
                                              --------------  ---------------
Net Income (Loss) to Common Stockholders      $    (419,725)  $   (1,522,170)
                                              --------------  ---------------
                                              --------------  ---------------
Net Income (Loss) per Common Share                   $ (.04)        $   (.17)
                                              --------------  ---------------
                                              --------------  ---------------
Weighted Average Number of Common
 Shares Outstanding                                9,574,197        8,813,137
                                              --------------  ---------------
                                              --------------  ---------------

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

<PAGE>


              RENAISSANCE ENTERTAINMENT CORPORATION AND CONSOLIDATED SUBSIDIARY

                               STATEMENTS OF CASH FLOWS

                                                       Nine Months ended
                                                          September 30,
                                                   ---------------------------
                                                       1997           1996
                                                   ------------   ------------
Cash Flows from Operating Activities:
   Net income (Loss)                               $  (419,725)   $(1,522,170)
                                                   ------------   ------------
   Adjustments to reconcile net income (Loss)
    to net cash provided by operating
    activities:
       Depreciation and amortization                   529,732        859,862
       Gain (loss) on disposal of assets                 1,363         25,981
       (Increase) decrease in:
         Stock subscription receivable                 133,749  
         Inventory                                      13,166        (91,783)
         Receivables                                  (665,603)      (277,136)
         Prepaid expenses and other                    (15,036)        89,095
       Increase (decrease) in:
         Accounts payable and accrued expenses        (293,749)     1,143,478
         Unearned revenue and other                    (61,091)        53,352
                                                   ------------   ------------
           Total adjustments                          (357,469)     1,802,849
                                                   ------------   ------------
Net Cash Provided by Operating
  Activities                                          (777,193)       280,679
                                                   ------------   ------------
Cash Flows from Investing Activities:
   Investment in restricted cash                       580,009        (26,182)
   Acquisition of property and equipment              (340,363)    (2,678,888)
                                                   ------------   ------------
Net Cash (Used in) Investing Activities                239,646     (2,705,070)
                                                   ------------   ------------
Cash Flows from Financing Activities:
   Common stock issued and additional
     paid-in capital                                   978,539        957,661 
   Proceeds from notes payable                       1,350,000      3,092,628 
   Principal payments on notes payable              (1,790,059)      (751,541)
                                                   ------------   ------------
Net Cash Provided by Financing Activities              538,480      3,298,748 
                                                   ------------   ------------
Net Increase (Decrease) in Cash                            933        874,357
Cash, beginning of period                              374,289        732,553
                                                   ------------   ------------
Cash, end of period                                $   375,222     $ 1,606,910
                                                   ------------   ------------
                                                   ------------   ------------
Interest paid                                      $   295,275    $   187,972  
                                                   ------------   ------------
                                                   ------------   ------------
Income tax paid                                    $       374    $  (239,273)
                                                   ------------   ------------
                                                   ------------   ------------

The accompanying notes are an integral part of the financial statements.
<PAGE>

                   RENAISSANCE ENTERTAINMENT CORPORATION AND 

                            CONSOLIDATED SUBSIDIARY

                          NOTES TO FINANCIAL STATEMENTS
                         September 30, 1997 (Unaudited)


1.  Unaudited Statements

    The balance sheet as of September 30, 1997, the statements of operations
and the statements of cash flows for the three month and nine month periods
ended September 30, 1997 and 1996, have been prepared by the Registrant without
audit.  In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations and changes in financial position at September 30, 1997
and for all periods presented, have been made.

    These statements should be read in conjunction with the Company's Annual
Report on Form 10-K for the year ended December 31, 1996 filed with the
Securities and Exchange Commission. 

2.  Calculation of Earnings (Loss) Per Share

    The earnings (loss) per share is calculated by dividing the net income
(loss) to common stockholders by the weighted average number of common shares 
outstanding.  

3. Change in Accounting Estimate

    The Company standardized the depreciable lives used for buildings from a 
range of between 7 to 30 years in 1996 to 15 years for temporary buildings 
and 30 years for permanent buildings in 1997. The effect of this change on 
net income of the current period (nine months ended September 30, 1997) was 
an increase of approximately $292,950 over the amount that would have been 
reported. The effect of this change on earnings per share of the current 
period (nine months ended September 30, 1997) was a reduction in the loss per 
share of approximately $.03 per share from the amount that would have been 
reported.

4. Subsequent Events

During November 1997, the Company completed a sale and leaseback of its real
property in Wisconsin.  See the following discussion in Management's Discussion
and Analysis of Financial Condition and Results of Operations.

<PAGE>
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

The following discussion should be read in conjunction with the Company's 
Consolidated Financial Statements, including the footnotes for the fiscal 
period ended December 31, 1996.  On June 21, 1996, the Company changed its 
fiscal year end from March 31 to December 31.

The Company operates five Renaissance Faires in the United States and is 
engaged in a strategy to develop and acquire additional Renaissance Faires 
nationwide. The Company's newest Faire opened on May 4, 1996 in 
Fredericksburg, Virginia, a project which was designed and constructed by the 
Company.  On February 5, 1996, the Company acquired  Creative Faires, Ltd., 
the owner and operator of the New York Renaissance Faire.  With its five 
faires currently drawing close to 750,000 visitors annually, the Company 
believes that it is the largest operator of Renaissance Faires and 
Renaissance entertainment events in the United States. The Renaissance Faire 
is a re-creation of a Renaissance village, a fantasy experience transporting 
the visitor back into sixteenth century England.

Although the Company was profitable in its fiscal year ended March 31, 1995, 
it incurred a net loss of ($1,273,671) in the fiscal year ended March 31, 
1996, and a net loss of ($1,851,725) for the nine months ended December 31, 
1996.  In addition, the Company will incur a net operating loss for the 
fiscal year ending December 31, 1997.  The New York and Virginia Faires 
operated at a loss during 1996.  In addition, the Virginia Faire, which ran 
from April 26, 1997 through June 8, 1997, operated at a loss in 1997.  The 
Company believes both of these Faire's results were adversely affected in 
1996 and the Virginia Faire in 1997 by unusually inclement weather in their 
respective areas.  It is typical for a new faire such as the Virginia Faire 
to operate at a loss for two or more years until it is able to build a 
sufficient customer base and awareness of the faire. Due to the fact that the 
New York Faire was acquired in 1996, the Company had limited ability to 
affect the operations of this Faire during the 1996 faire season.  The 
Company has hired a new manager for this Faire and introduced several new 
entertainment acts and implemented additional promotional efforts for this 
faire's 1997 season, which ran from July 26, 1997 through September 14, 1997. 
 Revenue for the New York Faire increased approximately $200,000 for the 1997 
season compared to the 1996 season and the faire is expected to have operated 
at close to a break even in 1997.

The owner of the site for the Company's Northern California Faire is seeking 
to develop this site for commercial construction purposes, although the 
owner's efforts to do so are currently being blocked by pending litigation in 
which the use of the site for such purposes is being challenged.  While the 
Company is investigating new sites for the Northern California Faire, there 
can be no assurance that the Company will be able to secure a new site for 
this Faire for the 1998 or following faire seasons.

The Company is also considering relocation of its Southern California Faire.  
On November 4, 1996, the  Company entered into a non-binding letter of intent 
with the owner of a site in Pomona, California, which contemplated that the 
Company would commence operation of the Southern California Faire at that 
site starting in 1998.  Subsequent to the signing of the letter of intent, 
the owner of the current site for the Southern California Faire indicated 
that it was willing to enter into a long-term lease for the current site.  
The ability to enter into a long-term lease for this site increases its value 
to the Company, as the Company could construct permanent structures on the 
site and significantly reduce setup costs for the faire.  As of the date of 
this report, the Company has not decided if it should enter into a long-term 
lease for the current site or relocate the Faire to the proposed site in 
Pomona.  The Company estimates that the cost of the construction and 
relocation to the new site would be approximately $2,000,000.

<PAGE>

The Company had a working capital deficit ($1,506,284) and ($560,398) as of 
December 31, 1996 and September 30, 1997, respectively.  During the first 
five months of fiscal 1997, the Company obtained $1,350,000 of additional 
working capital.  While the Company believes that it has adequate working 
capital to fund anticipated operations for fiscal 1997, it believes it must 
obtain additional working capital for future fiscal periods.  See "Liquidity 
and Capital Resources."

PROSPECTIVE INFORMATION

This report contains certain forward-looking statements and information 
relating to the Company that are based on the beliefs and assumptions made by 
the Company's management as well as information currently available to 
management. When used in this document, the words "anticipate," "believe," 
"estimate," "expect," and similar expressions, are intended to identify 
forward-looking statements.  Such statements reflect the current views of the 
Company with respect to future events and are subject to certain risks, 
uncertainties and assumptions.  Should one or more of these risks or 
uncertainties materialize, or should underlying assumptions prove incorrect, 
actual results may vary materially from those described herein as 
anticipated, believed, estimated or expected.  The Company does not intend to 
update these forward-looking statements.

RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THREE
MONTHS ENDED SEPTEMBER 30, 1996

Revenues increased $272,574 or 3% from $7,935,799 in 1996 to $8,208,373 in 
1997. This increase was primarily the result of an increase in revenues for 
the New York Faire of approximately $200,000.

Operating expenses (year-round operating costs and corporate overhead) 
increased $458,592 or 11%, from $4,338,813 in 1996 to $4,797,405 in 1997.  Of 
the operating expenses, salaries increased 23%, from $1,533,507 in 1996 to 
$1,888,412 in 1997 due to increased personnel expenses and general salary 
increases.  Advertising expense decreased $262,018, or 17%, from $1,558,351 
in 1996 to $1,296,333 in 1997.  This decrease was due to spending more in 
1996 for advertising the first year of the Virginia Faire as well as the 
utilization of more cost efficient methods of advertising in 1997. 

Depreciation and amortization decreased 13%, from $213,629 in 1996 to 
$186,162 in 1997.  This decrease is primarily the result of the Company 
standardizing the depreciable lives used for buildings from a range of 
between 7 to 30 years in 1996 to 15 years for temporary buildings and 30 
years for permanent buildings in 1997.

Other operating expenses (all other general and administrative expenses of 
the Company) increased $393,172 or 38%, from $1,033,326 in 1996 to $1,426,498 
in 1997.  This increase was primarily the result of the timing of the payment 
for the rental of the Northern California Faire.  In 1996, the rent of 
$349,000 was paid and expensed in the second quarter, whereas the rent of 
$375,000 was paid and expensed in the third quarter of 1997.

As a result of the foregoing, net operating income (before interest charges 
and other income) decreased $352,669  or 27%, from $1,325,801 for the 1996 
period to $973,132 for the 1997 period.

A 43% increase in interest expense from $69,177 in 1996 to $99,108 in 1997 
resulted from an increase in the Company's borrowing levels throughout the 
1997 period as compared to the 1996 period.

<PAGE>

Other expense increased $51,132, from $2,567 in 1996 to $53,699 in 1997.  The 
primary cause of this increase was expenses incurred in 1997 in connection 
with the termination of an employee.

Combining net operating income with other income/expense resulted in a 
$448,600 decrease, or 35%, in net income before taxes, from $1,282,473 for 
the 1996 period to $833,873 for the 1997 period.

Net income to common stockholders also decreased $448,600, or 35%, from 
$1,282,473 for the 1996 period to $833,873 for the 1997 period.  Finally, net 
income per common share decreased from $.14 for the 1996 period to $.09 for 
the 1997 period, based on 8,886,403 weighted average shares outstanding 
during the 1996 period and 9,636,262 weighted average shares outstanding 
during the 1997 period.

  
RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE
MONTHS ENDED SEPTEMBER 30, 1996

Revenues decreased  $147,909 or 1% from $13,241,878 in 1996 to $13,093,969 in 
1997.  This decrease was primarily the result of a decrease in revenues for 
the Virginia Faire of approximately $100,000 and a decrease in revenues for 
the Southern California Faire of approximately $225,000.  The decreased 
revenues for the Virginia Faire were due to unusually inclement weather - six 
of the seven faire weekends had substantial rain which severely impacted 
attendance.  The decreased revenues for the Southern California Faire were 
due to being open one less weekend in 1997 than in 1996.  Although revenues 
were down in Virginia, the operating loss was reduced by approximately 
$250,000, from a loss of approximately $680,000 for the 1996 period to a loss 
of approximately $430,000 for the 1997 period, through expense control.

Operating expenses (year-round operating costs and corporate overhead) 
decreased $1,029,928 or 10%, from $10,283,166 in 1996 to $9,253,238 in 1997.  
The primary causes of this decrease were the $380,000 of goodwill writedown 
and unusual expenses of a one time nature of approximately $400,000 
applicable to the initial start-up of the Virginia Faire included in 1996 
results.

Of the operating expenses, salaries increased 5%, from $3,722,829 in 1996 to 
$3,907,931 in 1997, reflecting normal salary increases.

Advertising expense decreased $460,661, or 19%, from $2,450,985 in 1996 to 
$1,990,324 in 1997.  This decrease was due to spending more in 1996 for 
advertising the first year of the Virginia Faire as well as the utilization 
of more cost efficient methods of advertising in 1997. 

Depreciation and amortization increased 10%, from $479,862 in 1996 to 
$529,732 in 1997.  This increase is primarily the result of depreciation on 
the approximately $4,000,000 invested in buildings and improvements to the 
Virginia property.  This increase would have been greater had the Company not 
standardized the depreciable lives used for buildings from a range of between 
7 to 30 years in 1996 to 15 years for temporary buildings and 30 years for 
permanent buildings in 1997.

Other operating expenses (all other general and administrative expenses of 
the Company) decreased $424,239 or 13%, from $3,249,490 in 1996 to $2,825,251 
in 1997.  Included in this decrease is the $400,000 of one-time expenses 
discussed above, incurred in 1996 in connection with the initial start-up of 
the Virginia Faire.  The balance of the decrease is due to management's 
implementation of a variety of cost saving measures. 

As a result of the foregoing, net operating income (before interest charges 
and other income) increased $1,004,743 from a loss of ($1,432,391) for the 
1996 period to a loss of ($427,648) for the 1997 period.

<PAGE>

A 57% increase in interest expense from $187,972 in 1996 to $295,275 in 1997 
resulted from an increase in the Company's borrowing levels throughout the 
1997 period as compared to the 1996 period.

Other income/expense increased $458,886, from other expense of ($199,951) in 
1996 to other income of $258,935 in 1997.  The primary source of the other 
income in 1997 was the reversal of $309,694 of expense which had been accrued 
in 1996 for expenses expected to have been incurred in 1997 to evaluate a new 
site for the Northern California Faire.  During the second quarter it became 
apparent that this site would not be available and that these costs would not 
be incurred.  In addition, it is not possible at this time to determine what 
expenses may be incurred if the Company is required to find a new site for 
this Faire.  The primary source of the other expense in 1996 was the reversal 
of $200,000 of other income which had been recorded in the quarter ended 
December 31, 1995.  In late 1995, the State of Virginia paid the Company 
$200,000 which upon initial evaluation was considered income.  Upon further 
review, it was determined that the more appropriate treatment of this amount 
was as a reduction of fixed assets.  The appropriate adjustment in the last 
quarter of the fiscal year ended March 31, 1996 (which is the first quarter 
of the calendar year) resulted in the $200,000 charge to expense.

Combining net operating income with other income/expense resulted in a 
$1,341,718 increase in net income before taxes, from a loss of ($1,761,443) 
for the 1996 period to a loss of ($419,725) for the 1997 period.

As a result of operating losses for the entire fiscal year ended March 31, 
1996 (the Company's fiscal year previously ended March 31), a refund of taxes 
paid in prior years was available in the 1996 period.  This resulted in a 
credit to Income Taxes of $239,273 for the nine month period ended September 
30, 1996.

Net income to common stockholders increased $1,102,445, from a loss of 
($1,522,170) for the 1996 period to a loss of ($419,725) for the 1997 period. 
Finally, the net loss per common share improved from a loss of ($.17) for the 
1996 period to a loss of ($.04) for the 1997 period, based on 8,813,137 
weighted average shares outstanding during the 1996 period and 9,574,197 
weighted average shares outstanding during the 1997 period.  

LIQUIDITY AND CAPITAL RESOURCES

The Company's working capital deficit was narrowed during the nine months 
ended September 30, 1997, from $1,506,284 at December 31, 1996 to $560,398 at 
September 30, 1997.  This improvement resulted from a number of cost 
reductions implemented by management in order to reduce the Company's working 
capital requirements and the issuance of $1,000,000 of convertible debentures 
during the first five months of the year.  

The Company's working capital requirements are greatest during the period 
from January 1 through April 30, when it is incurring start-up expenses for 
its first faires of the faire season, the Southern California and Virginia 
Faires.  The Company has historically relied upon various revolving credit 
facilities to meet its working capital requirements during this period.  At 
December 31, 1996, the Company had outstanding $1,000,000 in short-term bank 
lines of credit borrowings which was the maximum amount available under the 
lines and did not therefore have any unused credit available for the 1997 
faire season.  Subsequent to year end, the Company entered into an agreement 
with the banks which required the Company to pay these lines from 1997 
operations.  As of September 30, 1997, the entire balance of these lines was 
repaid. Since December 31, 1996, the Company has also raised $1,000,000 of 
working capital through the issuance of convertible debentures, of which 
$250,000 was issued to Charles S. Leavell, Chairman of the Board of Directors 
of the Company and the balance to Mr. Leavell's father and an unrelated 
party, and also raised

<PAGE>

$350,000 of working capital from the sale of convertible notes to a number of 
private investors. The debentures are secured by mortgages on the Company's 
Wisconsin and Virginia Faire sites, and the notes are secured by a mortgage 
on the Company's Wisconsin Faire site.  The debentures are convertible into 
common stock at the lesser of $4.50 per share or 70% of the fair market value 
of the Company's common stock, and the notes are convertible into common 
stock at the lesser of $1.75 per share or 50% of the fair market value for 
the Company's common stock.  The debenture holders were also granted warrants 
to purchase an aggregate of 200,000 shares of the Company's common stock at 
the lesser of $3.00 per share or 70% of the fair market value of the 
Company's common stock.

Management believes that the Company should raise additional working capital 
in order to more adequately fund its operations.  During July 1997, the 
Company entered into a letter of intent for the sale/leaseback of its 
Wisconsin and Virginia Faire sites.  Subsequently, the parties determined to 
limit the transaction to a sale of the Wisconsin faire site for $4,000,000 
and to lease this property back to the Company for a period of 20 years with 
lease payments of $400,000 per year during each of the first two years, and 
increasing to $543,333 per year in years 13 through 20.  The sale/leaseback 
transaction closed during November 1997.  The Company has the right to 
reacquire the property during the term of the lease at an aggregate price of 
$4,433,333 during the first three years, increasing to $4,900,000 during 
years 13 through 20.  The sale/leaseback transaction required a security 
deposit of $666,667, $333,333 of which is to be released in four years and 
the balance released in eight years. The purchasers of the property were 
granted a six-year warrant representing the right to acquire an aggregate of 
766,667 shares of the Company's Common Stock at an exercise price of $1 per 
share.  The Company's working capital was increased by approximately 
$1,600,000 as the result of this transaction, which the Company believes will 
be adequate to fund working capital requirements through at least the fiscal 
year ending December 31, 1998.  Such funds will not, however, be adequate to 
fund the relocation of the Company's Northern or Southern California Faires.  
Therefore, additional capital may be sought through borrowings or from 
additional equity financing.

Reviewing the change in financial position over the six months, current 
assets, largely comprised of cash and prepaid expenses, increased from 
$931,451 at December 31, 1996 to $1,411,915 at September 30, 1997, an 
increase of $480,464 or 52%.  Of these amounts, cash and cash equivalents 
increased from $374,289 at December 31, 1996 to $375,222 at September 30, 
1997.  Accounts receivable increased from $99,551 at December 31, 1996 to 
$765,154 at September 30, 1997. This is a normal condition, reflecting 
outstanding balances due from vendors for recently completed faires.  Prepaid 
expenses decreased from $139,167 at December 31, 1996 to $100,010 at 
September 30, 1997.

Current liabilities decreased from $2,437,735 at December 31, 1996 to 
$1,972,313 at September 30, 1997, a decrease of $465,422 or 19%.  This 
decrease is due to the pay off in the first nine months of the $1,000,000 in 
bank lines of credit borrowing discussed above. The current portion of notes 
payable decreased from $1,209,119 at December 31, 1996 to $1,112,684 at 
September 30, 1997.  Of this amount, $1,000,000  was repaid during November 
1997 from the proceeds of the sale/leaseback transaction discussed above.  
Unearned income, which consists of the sale of admission tickets to upcoming 
faires and deposits received from craft vendors for future faires, decreased 
from $160,588 at December 31, 1996 to $85,350 at September 30, 1997.

Total assets decreased from $9,872,349 at December 31, 1996 to $9,636,265 at 
September 30, 1997, a decrease of $236,084 or 2%.  Of this amount, the 
increase in current assets of $480,464 was more than offset by moderate 
decreases in the other non-current asset categories.  Property, plant and 
equipment (net of depreciation) decreased by $131,045 or 2% from $7,176,755 
at December 31, 1996 to $7,045,710 at September 30, 1997 as a result of 
depreciation of assets for the period.  Goodwill, which arose from the 
purchase of the two California Faires and is being amortized over 15 years, 
decreased from $620,826 at December 31, 1996 to $582,819 at September 30, 
1997 as the result of normal amortization. Other 

<PAGE>

miscellaneous assets (organizational costs and vendor deposits) increased 
from $253,201 at December 31, 1996 to $285,714 at September 30, 1997.  

Total liabilities decreased from $4,816,897 at December 31, 1996 to 
$4,022,000 at September 30, 1997, a decrease of $794,897 or 17%.  Total 
liabilities at September 30, 1997 include $1,972,313 in current liabilities 
(discussed above), plus $2,049,687 from the long-term portion of the 
following bank loans: a $700,000 mortgage on the Bristol Faire property and a 
$1,000,000 mortgage on the Virginia Faire property.  The $700,000 mortgage on 
the Bristol Faire property was repaid during November 1997 from the proceeds 
of the sale/leaseback transaction discussed above.  In August 1997, the 
Company had approximately $615,000 of certificates of deposit mature which 
were previously held as additional collateral by the lending bank of the two 
Virginia loans.  The Company elected to apply this amount to the two loans, 
thereby paying off the $250,000 loan for construction of vendor booths in 
Virginia, and applying the balance to reduce the mortgage on the Virginia 
property.

Stockholders' Equity increased from $5,055,452 at December 31, 1996 to 
$5,614,265 at September 30, 1997, an increase of $558,813 or 11%.  This 
increase resulted from the net loss of ($419,725), more than offset by 
additional contributed capital received as the result of the exercise of 
140,292 Class A Warrants at $2.00 per share, the exercise of 68,000 Class B 
Warrants at $2.625 per share, and the exercise of 111,716 employee stock 
options at prices ranging from $1.125 to $3.50 per share.  As of September 
30, 1997, the Company had outstanding 9,636,262 shares of common stock, 
1,673,564 Class A Warrants representing the right to purchase common stock at 
$2.00 per share, and 1,981,966 Class B warrants representing the right to 
purchase common stock at $2.625 per share. 

The Company has no significant commitment for capital expenses during the 
fiscal year ending December 31, 1997.

<PAGE>

                            PART II. OTHER INFORMATION



Item 1.       Legal Proceedings

              From time to time, the Company is a party to legal proceedings 
              arising in the ordinary course of business.  On June 5, 1997, 
              Carl Jablonski, a former employee of the Company, commenced an 
              action against the Company, Charles S. Leavell, Chairman of 
              the Board of Directors of the Company, Howard C. Hamburg, a 
              Vice President of the Company, and Duke & Co., Inc. in 
              Superior Court of the State of California in and for the 
              County of Marin alleging breach of implied contract of 
              employment, breach of the covenant of good faith and fair 
              dealing, promissory estoppel, negligent misrepresentation, 
              unlawful discrimination based on age and intentional and 
              negligent infliction of emotional distress. The complaint 
              seeks damages, including punitive damages, in an unspecified 
              amount.

Item 2.       Changes in Securities

              None.

Item 3.       Defaults upon Senior Securities

              None.

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

              None.

Item 5.       Other Information

              None.
         
Item 6.       Exhibits and Reports on Form 8-K

              The Company was not required to file report on Form 8-K during 
              the quarter ended September 30, 1997.

              Exhibit 27.  Financial Data Schedule

<PAGE>

                                   SIGNATURE


    Pursuant to the requirements 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.


                    RENAISSANCE ENTERTAINMENT CORPORATION



Dated:     11/14/97               /s/ James R. McDonald             
           --------               ------------------------------------------
                                  James R. McDonald, Chief Financial Officer