<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 March 31, 1998  
                                         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.)
                                          
              275 CENTURY CIRCLE, SUITE 102, LOUISVILLE, COLORADO 80027
      -------------------------------------------------------------------------
             (Address of principal executive offices)        (Zip Code)
                                          
                                   (303) 664-0300
      -------------------------------------------------------------------------
                (Registrant's telephone number, including area code)
                                          
             4410 ARAPAHOE AVENUE, SUITE 200, BOULDER, COLORADO   80303
      -------------------------------------------------------------------------
                                  (Former Address)

     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 May 11, 1998, Registrant had 2,089,894 shares of common stock, $.03 Par
Value, outstanding.

<PAGE>

                                       INDEX
<TABLE>
<CAPTION>
                                                                          PAGE
                                                                         NUMBER
                                                                         ------
<S>                                                                      <C>
PART I.   FINANCIAL INFORMATION

     Item I.   Financial Statements

               Balance Sheets as of March 31, 1998 (Unaudited)
                    and December 31, 1997                                    3

               Statements of Operations for the Three Months
                    Ended March 31, 1998 and 1997      
                    (Unaudited)                                              4

               Statements of Cash Flows for the Three Months
                    Ended March 31, 1998 and 1997
                    (Unaudited)                                              5

               Notes to Financial Statements                                 6

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

PART II.  OTHER INFORMATION                                                 12
</TABLE>

                             --------------------

This report contains forward-looking statements within the meaning of Section 
21E of the Securities Exchange Act of 1934, as amended, and Section 27A of 
the Securities Act of 1933, as amended, and is subject to the safe harbors 
created by those sections.  These forward-looking statements are subject to 
significant risks and uncertainties, including those identified in the 
section of this Form 10-Q entitled "Factors That May Affect Future Operating 
Results," which may cause actual results to differ materially from those 
discussed in such forward-looking statements.  The forward-looking statements 
within this Form 10-Q are identified by words such as "believes," 
"anticipates," "expects," "intends," "may," "will" and other similar 
expressions.  However, these words are not the exclusive means of identifying 
such statements.  In addition, any statements which refer to expectations, 
projections or other characterizations of future events or circumstances are 
forward-looking statements.  The Company undertakes no obligation to publicly 
release the results of any revisions to these forward-looking statements 
which may be made to reflect events or circumstances occurring subsequent to 
the filing of this Form 10-Q with the Securities and Exchange Commission 
("SEC").  Readers are urged to carefully review and consider the various 
disclosures made by the Company in this report and in the Company's other 
reports filed with the SEC that attempt to advise interested parties of the 
risks and factors that may affect the Company's business.

                             --------------------

                                       2

<PAGE>

          RENAISSANCE ENTERTAINMENT CORPORATION AND CONSOLIDATED SUBSIDIARY
                                    BALANCE SHEETS
                                        ASSETS

<TABLE>
<CAPTION>
                                                                  March 31,     December 31,
                                                                    1998            1997
                                                                -----------    -------------
                                                                 (Unaudited)
<S>                                                            <C>            <C>
Current Assets:
     Cash and equivalents                                       $   237,103    $   590,022
     Accounts receivable (net)                                       19,358         21,710
     Inventory                                                      144,337        143,554
     Prepaid expenses and other                                     671,425        480,320
                                                                -----------    -----------
       Total Current Assets                                       1,072,723      1,235,606

     Property and equipment, net of accumulated depreciation      6,776,359      6,886,872
     Covenant not to compete                                         20,000         25,000
     Goodwill                                                       557,478        570,150
     Restricted cash                                                318,804        314,078
     Other assets                                                   852,400        845,977
                                                                -----------    -----------
TOTAL ASSETS                                                    $ 9,597,764    $ 9,877,683
                                                                -----------    -----------
                                                                -----------    -----------

                                LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
     Accounts payable and accrued expenses                      $ 1,605,001     $1,182,789
     Notes payable, current portion                                 562,120        115,135
     Unearned income                                                458,972        142,503
                                                                -----------    -----------
       Total Current Liabilities                                  2,626,093      1,440,427

     Lease obligation payable                                     3,916,074      3,909,696
     Notes payable, net of current portion                          894,223        918,277
     Other                                                           35,075         35,525
                                                                -----------    -----------
       Total Liabilities                                          7,471,465      6,303,925
                                                                -----------    -----------

Stockholders' Equity:
     Common stock, $.03 par value, 50,000,000
       shares authorized, 2,089,894 and 2,051,679 shares 
       issued and outstanding at March 31, 1998 and
       December 31, 1997, respectively                               62,696         61,550
     Additional paid-in capital                                   9,418,180      9,372,500
     Accumulated earnings (deficit)                              (7,354,577)    (5,860,292)
                                                                -----------    -----------
       Total Stockholders' Equity                                 2,126,299      3,573,758
                                                                -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $   9,597,764  $   9,877,683
                                                                -----------    -----------
                                                                -----------    -----------
</TABLE>

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

                                       3

<PAGE>

          RENAISSANCE ENTERTAINMENT CORPORATION AND CONSOLIDATED SUBSIDIARY

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                                March 31
                                                     ------------------------------
                                                          1998            1997
                                                     -------------    -------------
<S>                                                 <C>              <C>
 REVENUE:
           Sales                                     $      41,881    $      14,873
           Faire operating costs                           (6,038)           23,319
                                                     -------------    -------------
              Gross Profit                                  47,919            8,446
                                                     -------------    -------------

 OPERATING EXPENSES:
           Salaries                                        712,843          761,177
           Depreciation and amortization                   141,142          269,641
           Advertising                                      13,804           12,495
           Other operating expenses                        626,851          701,787
                                                     -------------    -------------
              Total Operating Expenses                   1,494,640        1,745,100
                                                     -------------    -------------

 Net Operating (Loss) Income                            (1,446,721)      (1,753,546)
                                                     -------------    -------------
 Other Income (Expenses):
           Interest income                                  18,548           14,711
           Interest (expense)                             (144,991)         (91,432)
           Other income (expense)                           78,881            1,908
                                                     -------------    -------------
              Total Other Income (Expenses)                (47,562)         (74,813)
                                                     -------------    -------------

 Net Income (Loss) before (Provision)
      Credit for Income Taxes                           (1,494,283)      (1,828,359)

 (Provision) Credit for Income Taxes                            --               --
                                                     -------------    -------------

 Net Income (Loss) to Common Stockholders             $ (1,494,283)    $ (1,828,359)
                                                     -------------    -------------
                                                     -------------    -------------

 Net Income (Loss) per Common Share                   $       (.72)    $       (.95)
                                                     -------------    -------------
                                                     -------------    -------------

 Weighted Average Number of Common Shares 
 Outstanding                                             2,067,525        1,885,924
                                                     -------------    -------------
                                                     -------------    -------------
</TABLE>

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

                                       4

<PAGE>

          RENAISSANCE ENTERTAINMENT CORPORATION AND CONSOLIDATED SUBSIDIARY
                      STATEMENTS OF CASH FLOWS (Unaudited)
<TABLE>
<CAPTION>
                                                         Three Months ended
                                                               March 31,
                                                    ----------------------------
                                                        1998            1997
                                                    -----------      -----------
<S>                                                <C>              <C>
 Cash Flows from Operating Activities:
    Net income (Loss)                               $(1,494,283)     $(1,828,359)
                                                    -----------      -----------
    Adjustments to reconcile net income (Loss)
    to net cash provided by operating
    activities:
        Depreciation and amortization                   141,142          269,642  
        Gain (loss) on disposal of assets                (1,230)           1,563  
        (Increase) decrease in:
          Accounts Receivable                             2,352              201  
          Inventory                                        (783)          50,600  
          Prepaid expenses and other                   (198,112)        (418,754)
        Increase (decrease) in:
          Accounts payable and accrued expenses         422,211           51,223 
          Unearned revenue and other                    316,018          283,065 
                                                    -----------      -----------
            Total adjustments                           681,598          237,540 
                                                    -----------      -----------
 Net Cash Provided by Operating
   Activities                                          (812,685)      (1,590,819)
                                                    -----------      -----------

 Cash Flows from Investing Activities:
    Investment in restricted cash                        (4,726)         (12,271)
    Acquisition of property and equipment               (11,644)         (27,210)
                                                    -----------      -----------
 Net Cash (Used in) Investing Activities                (16,370)         (39,481)
                                                    -----------      -----------

 Cash Flows from Financing Activities:

   Common stock issued and additional               
    paid-in capital                                      46,825          945,826
   Proceeds from notes payable                          451,699          750,000
   Principal payments on notes payable                  (22,390)        (129,518)
                                                    -----------      -----------
 Net Cash Provided by Financing Activities              476,134        1,566,308
                                                    -----------      -----------

 Net Increase (Decrease) in Cash                       (352,921)         (63,992)
 Cash, beginning of period                              590,024          374,289
                                                    -----------      -----------
 Cash, end of period                                $   237,103      $   310,297 
                                                    -----------      -----------
                                                    -----------      -----------
 Interest paid                                      $   144,991      $    91,432
                                                    -----------      -----------
                                                    -----------      -----------
</TABLE>

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

                                       5

<PAGE>
                     RENAISSANCE ENTERTAINMENT CORPORATION AND 
                              CONSOLIDATED SUBSIDIARY

                           NOTES TO FINANCIAL STATEMENTS
                             March 31, 1998 (Unaudited)

1.   UNAUDITED STATEMENTS

     The balance sheet as of March 31, 1998, the statements of operations and
     the statements of cash flows for the three month periods ended March 31,
     1998 and 1997, have been prepared by the Company 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 March 31, 1998 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, 1997, 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.   SHORT-TERM NOTES; SUBSEQUENT EVENT

     During the first three months of fiscal 1998, the Company raised $448,000
     of short-term capital to fund operating capital requirements for the first
     six months of the fiscal year.  These funds were provided by Charles S.
     Leavell ($100,000), Chairman of the Board of Directors, two directors and
     two officers of the Company (an aggregate of $198,000) and two other
     investors.  The loans bear interest at 6% per quarter and are secured by
     substantially all of the Company's assets other than its real estate.  The
     investors also were granted a five-year warrant to purchase one share of
     common stock for each $2.50 loaned to the Company at an exercise price of
     $1.50 per share.  During April 1998, the Company obtained an additional
     $50,000 pursuant to the short-term loan program from one investor

                                       6

<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, 1997.  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.  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.  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, a
net loss of ($1,851,725) for the nine months ended December 31, 1996, a net loss
of ($2,567,097) for the fiscal year ended December 31,1997, and a net loss of
($1,494,283) for the quarter ended March 31, 1998.  In addition, the Company
expects to incur a net loss for the fiscal year ending December 31, 1998.  The
New York and Virginia Faires operated at a loss during 1996 and 1997.  It is
typical for a new faire such as the Virginia Faire to operate at a loss for
several years until it is able to build a significant 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 hired a new manager for this Faire
and introduced several new entertainment acts and implement additional
promotional efforts for this faire's 1997 season.  The operating loss for the
New York Faire was reduced substantially in 1997 compared to 1996.

The owner of the site for the Company's Northern California Faire is seeking to
develop this site for commercial construction purposes.  An extension of the
lease for this site for the 1998 faire season has been obtained.  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 1999 or following faire seasons.

The Company is also negotiating with the owner of its Southern California Faire
for a long-term lease for this site.  The ability to enter into a long-term
lease for this site would increase its value to the Company, as the Company
could construct structures on the site and significantly reduce setup costs for
the faire.

The Company had a working capital deficit ($1,553,370) as of March 31, 1998. 
During the first four months of fiscal 1998, the Company obtained $498,000 of
additional capital through short-term loans.  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."

                                       7

<PAGE>

RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 1998, COMPARED TO THREE
MONTHS ENDED MARCH 31, 1997

The results of operations of the Company for the quarter ended March 31 always
reflect a significant loss, due to the fact that there are no substantial
revenues during this period, while some expenses at each of the Company's five
faire locations continue throughout the year, as do corporate expenses.

Operating expenses decreased $250,460 or 14%, from $1,745,100 in 1997 to
$1,494,640 in 1998.   The primary cause of this decrease was a decrease of
$48,334 (6%) in salaries expenses due to reductions in personnel, a decrease of
128,499 (48%) in depreciation and amortization expenses and a decrease of
$74,936 (11%) in other operating expenses.  The decrease in depreciation and
amortization is primarily the result of the Company standardizing the
depreciation lives used for buildings effective for the quarter ended June 30,
1997.  Previously, depreciation was calculated based on an expected useful life
ranging from between 7 to 30 years to 15 years for temporary buildings and 30
years for permanent buildings.  The decrease in other operating expenses is
primarily the result of management's efforts to reduce overall operating
expenses.

As a result of the foregoing, net operating loss (before interest charges and
other income) decreased $306,825 (17%) from a loss of ($1,753,546) for the 1997
period to a loss of ($1,446,721) for the 1998 period.

A 59% increase in interest expense from $91,432 in 1997 to $144,991 in 1998
resulted from an increase in the Company's borrowing levels throughout the 1998
period as compared to the 1997 period as well as an increase in the cost of
borrowed funds.  The primary source of the other income in 1998 was $45,000
received for an easement on a faire site and a $19,000 lease termination fee
paid by the landlord to obtain an early termination of the lease for the
Company's Boulder, Colorado offices.

Net (loss) to common stockholders decreased $334,076 (18%), from a loss of
($1,828,359) for the 1997 period, to a loss of ($1,494,283) for the 1998 period.
Finally, net (loss) per common share decreased from a loss of ($.95) for the
1997 period to a loss of ($.72) for the 1998 period, based on 1,885,924 weighted
average shares outstanding during the 1997 period, and 2,067,525 weighted
average shares outstanding during the 1998 period.  

LIQUIDITY AND CAPITAL RESOURCES 

The Company's working capital deficit widened during the quarter ended March 31,
1998, from $204,821 at December 31, 1997 to $1,553,370 at March 31, 1998.  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.  During
the first three months of fiscal 1998, the Company raised $448,000 of short-term
capital.  These funds were provided by Charles S. Leavell ($100,000), Chairman
of the Board of Directors, two directors and two officers of the Company (an
aggregate of $198,000) and two other investors.  The loans bear interest at 6%
per quarter and are secured by substantially all of the Company's assets other
than its real estate.  The investors also were granted a five-year warrant to
purchase one share of common stock for each $2.50 loaned to the Company at an
exercise price of $1.50 per share.  During April 1998, the Company obtained an
additional $50,000 pursuant to the short-term loan program from one investor. 
While the Company believes it has adequate capital

                                       8

<PAGE>

to fund anticipated operations for fiscal 1998, it believes it must obtain 
additional working capital for future periods.

Reviewing the change in financial position over the quarter, current assets,
largely comprised of cash and prepaid expenses, decreased from $1,235,606 at
December 31, 1997 to $1,072,723 at March 31, 1998, a decrease of $162,883 or
13%.  Of these amounts, cash and cash equivalents decreased from $590,022 at
December 31, 1997 to $237,103 at March 31, 1998.  Prepaid expenses (expenses
incurred on behalf of the faires) increased from $480,320 at December 31, 1997
to $671,925 at March 31, 1998.  These costs are expensed once the Faires are
operating.  

Current liabilities increased from $1,440,427 at December 31, 1997, to
$2,626,093 at March 31, 1998, an increase of $1,185,666 or 82%.  This increase
is due to an increase during the quarter in accounts payable and accrued
expenses of $422,212 as a result of the Company's decision to defer payments of
trade payables and to increased indebtedness during the quarter of $446,985
incurred to cover the Company's operating expenses prior to the opening of the
1998 faire season.  Unearned income, which consists of the sale of admission
tickets to upcoming faires, and deposits received from craft vendors for future
faires, increased from $142,503 at December 31, 1997 to $458,972 at March 31,
1998.
 
Stockholders' Equity decreased from $3,573,758 at December 31, 1997 to
$2,126,299 at March 31, 1998, a decrease of $1,494,459 or 40%. This decrease
resulted from the net loss during the quarter.   

Although inflation can potentially have an effect on financial results, during
1997 and the first three months of fiscal 1998 it caused no material affect on
the Company's operations, since the change in prices charged by the Company and
by Company's vendors has not been significant.

The Company has no significant commitment for capital expenses during the fiscal
year ending December 31, 1998. 


                  FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

In addition to the other information contained in this report, prospective
investors should carefully consider the following factors in evaluating the
Company and its business.

     RECENT LOSSES.  The Company has incurred substantial operating losses since
fiscal 1995.  In addition, the Company expects to incur a net loss for the
fiscal year ending December 31, 1998. There is no assurance that the Company
will return to profitability in any subsequent period.  The New York and
Virginia Faires each operated at a loss during 1996 and 1997.  If the
performance of these Faires does not improve in subsequent periods, the
Company's ability to achieve and sustain profitability in subsequent periods
will be adversely affected.

     NEED FOR ADDITIONAL CAPITAL. The Company had a working capital deficit of
($1,553,370) as of March 31, 1998.  See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS."  While the Company believes that
it has adequate capital to fund anticipated operations for fiscal 1998, it will
need additional working capital to sustain operations after that time. 
Additional capital may be sought through borrowings or from additional equity
financing.  Such additional equity financing may result in additional dilution
to investors.  In any case, there can be no assurance that any additional
capital can be satisfactorily obtained if and when required.

                                       9

<PAGE>

     POSSIBLE SUSPENSION OF NORTHERN CALIFORNIA FAIRE.  The Company operates its
Northern California Faire during the Fall of each year at a site in Novato,
California.  While the Company does not have a written lease for this site for
1998, the owner of the site has indicated that it will be available although it
will be necessary to begin the faire four weeks earlier in 1998 than in 1997. 
The Company understands that the owner of the site is seeking to develop the
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 purpose is being challenged.  The Company is investigating new sites
for the Faire.  There is no assurance that the Company will be successful in
locating a new site for the Northern California Faire.  In addition, the Company
estimates that it could be required to spend from $500,000 to $1,000,000 for
development of a site prior to the opening of the Faire at a new site.

     POSSIBLE RELOCATION OF SOUTHERN CALIFORNIA FAIRE.  Since April 1994, the
Company has operated its Southern California Faire in Devore, California.  The
Company believes that it either needs to obtain a long-term lease for the
current faire site or relocate the faire to another site for which a long-term
lease would be available.  The Company is negotiating with the owner of this
faire site for a long-term lease for the site.  This would allow the Company to
construct permanent structures on the site and significantly reduce setup cost
for this faire.  As of the date of this report, the Company has not entered into
a long-term lease for the current faire site and there can be no assurance that
it will be able to do so.

     COMPETITION.  The Company faces significant competition from numerous
organizations throughout the country which offer Renaissance Faires and other
entertainment events, including amusement parks, theme parks, local and county
fairs and festivals, some of which possess significantly greater resources than
the Company and in many cases greater expertise and industry contacts.  The
Company estimates that there are currently 20 major Renaissance Faires produced
each year.  In addition, the Company estimates that there are 100 minor
Renaissance Faire events held throughout the United States each year, ranging in
duration from one day to two weekends.

     LACK OF TRADEMARK PROTECTION.  Because of the large number of existing
Renaissance Faires, the Company is not able to rely upon trademark or service
mark protection for the name "Renaissance Faire."  As a result, there is no
protection against others using the name "Renaissance Faire" for the production
of entertainment events similar to those produced by the Company.  The Company's
own Faires could be negatively impacted by association with substandard
productions.

     PUBLIC LIABILITY AND INSURANCE.  As a producer of a public entertainment
event, the Company has exposure for claims of personal injury and property
damage suffered by visitors to the Faires.  To date, the Company has experienced
only minimal claims which it has been able to resolve without litigation.  The
Company maintains comprehensive liability insurance which it considers to be
adequate against this risk; however, there can be no assurance that a
catastrophic event or claim which could result in damage or liability in excess
of this coverage will not occur.

     DEPENDENCE UPON VENDORS.  A substantial portion of the Company's revenues
generated at each Faire are derived from arrangements that the Company has with
vendors who construct elaborate booths at the Faires and sell a variety of food,
crafts and souvenirs.  This arrangement consists of either a fixed rental paid
by the vendors to the Company or a percent of revenues.  In either case, the
success of a Faire is dependent upon the Company's ability to attract
responsible vendors who sell high quality goods.

                                       10

<PAGE>

     SEASONALITY.  The Company's Renaissance Faires are located in traditionally
seasonal areas which attract the greatest number of visitors during the warm
weather months in the spring, summer and early fall.  Unless the Company
acquires or develops additional Faire sites in areas which are counter-seasonal
to the present sites located in temperate climates, the Company's revenues and
income will be highly concentrated in the six months ended September 30th of
each year.

     DEPENDENCE UPON WEATHER.  Each Renaissance Faire operated by the Company is
scheduled for a finite period, typically consecutive weekends during a seven to
nine-week period, which are determined substantially in advance in order to
facilitate advertising and other promotional efforts.  The success of each Faire
is directly dependent upon public attendance, which is directly affected by
weather conditions.  While each of the Company's faires, other than the Northern
and Southern California faires, are open, rain or shine, poor weather, or even
the forecast of poor weather, can result in substantial declines in attendance
and, as a result, loss of revenues.  The Northern and Southern California faires
are closed if it is raining.  Further, as the Renaissance Faires are outdoor
events, they are vulnerable to severe weather conditions that can cause damage
to the Faire's infrastructure and buildings, as well as injuries to patrons and
employees.  Risks associated with the weather are beyond anyone's control but
have a direct and material impact upon the relative success or failure of a
given Faire.

     LICENSING AND OTHER GOVERNMENTAL REGULATION.  For each Faire operated by
the Company, it is necessary for the Company to apply for and obtain permits and
other licenses from local governmental authorities controlling the conduct of
the Faire, service of alcoholic beverages, service of food, health and
sanitation and other matters at the Faire sites.  Each governmental jurisdiction
has its own regulatory requirements which can impose unforeseeable delays or
impediments in preparing for a Faire production.  While the Company has been
able to obtain all necessary permits and licenses in the past, there can be no
assurance that future changes in governmental regulation or the adoption of more
stringent requirements may not have a material adverse impact upon the Company's
future operations.

     FAIRE SITES.  The Company's Northern and Southern California Faire sites
have been held pursuant to short-term leases.  The Bristol Renaissance Faire and
the New York Faire are also operated on leased sites.  It is expected that
future Faires that may be developed by the Company, if any, will also be
presented on leased sites.  The terms and conditions of each lease will vary
from location and to a large extent are beyond the control of the Company. 
Further, there can be no assurance that the Company will be able to continue to
lease existing Faire sites on terms acceptable to the Company, or be successful
in obtaining other sites on favorable locations.  The Company's dependence upon
leasing Faire sites creates a substantial risk of fluctuation in the Company's
operations from year to year.
                                          
                             PART II. OTHER INFORMATION



Item 1.   LEGAL PROCEEDINGS

          None.

Item 2.   CHANGES IN SECURITIES

                                       11

<PAGE>

          See Note 3 of the Notes to Consolidated Financial Statements and
          Management's Discussion and Analysis of Financial Condition and
          Results of Operations for information regarding issuance of short-term
          notes and warrants representing the right to acquire 199,200 shares of
          the Company's common stock. These securities were issued without
          registration under the Securities Act of 1933 in reliance upon Section
          4(2) of the Act.  No underwriters were involved in the issuance of
          these securities.

Item 3.   DEFAULTS UPON SENIOR SECURITIES

          None.

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          A Special Meeting of the Shareholders of the Company was held on
          February 10, 1998 to consider a proposal to approve a one-for-five
          reverse stock split of the Company's outstanding shares of common
          stock.  The reverse split was approved by a vote of 1,735,942 shares
          for, 60,046 shares against and 4,880 shares abstaining.  The reverse
          split was effective on February 23, 1998.  All share and per share
          information in this report has been adjusted for the split.

Item 5.   OTHER INFORMATION

          None.

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

          The Company was not required to file a report on Form 8-K during the
          quarter ended March 31, 1998.

          Exhibit 10.1   Form of Loan and Security Agreement for 1998, including
          form of Stock-Term Notes and form of Warrant to purchase common stock.
          
          Exhibit 10.2   Employment Agreement dated February 6, 1998 between
          Barbara Hope and Donald Gaiti.
          
          Exhibit 10.3   Consulting and Warrant Compensation Agreement between
          the Company and Wall Street Financial.
          
          Exhibit 10.4   Lease dated January 21, 1998 by and between Attache
          Publishing Services, Inc. and the Company.

          Exhibit 27.  Financial Data Schedule

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<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: May 13, 1998   
       ------------                ------------------------------------------
                                   Charles S. Leavell, Chief Executive and
                                     Chief Financial Officer



                                   ------------------------------------------
                                   Sue E. Brophy, Chief Accounting Officer

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