<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                  FORM 10-K/A  
                               ----------------

                                AMENDMENT NO. 1
                                       to
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                    FOR THE FISCAL YEAR ENDED MARCH 31, 1996

                         COMMISSION FILE NUMBER 0-15939


                          SHOWSCAN ENTERTAINMENT INC.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                             95-3940004
          (State of incorporation)    (I.R.S. Employer Identification No.)

           3939 LANDMARK STREET, CULVER CITY, CALIFORNIA        90232
        (Address of principal executive offices)              (Zip Code)

       Registrant's telephone number, including area code: (310) 558-0150

          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                                NAME OF EACH EXCHANGE
             TITLE OF EACH CLASS                 ON WHICH REGISTERED
       Common Stock, $.001 par value            ---------------------
                                                        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
filing requirements for the past 90 days.                        
YES    X       NO 
     -----        -----

     The aggregate market value of the voting stock held by non-affiliates of
the registrant as of June 20, 1996 was approximately $32,262,224 (based on last
NASDAQ-reported sale price of $6.50 per share of Common Stock on that date).
There were 5,563,799 shares of registrant's common stock outstanding as of June
20, 1996.

     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 [ ].


                      DOCUMENTS INCORPORATED BY REFERENCE

         Portions of registrant's Proxy Statement for its 1996 Annual Meeting
of Stockholders are incorporated herein by reference in Part III of this
Report.
________________________________________________________________________________


                 This report contains 57 consecutively numbered
                     pages. The exhibit index is on page 8.




                                       1.
<PAGE>   2
ITEM 14.  EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K

a.(1)(2)  FINANCIAL STATEMENTS AND SCHEDULES.

         See the Index to Consolidated Financial Statements and Financial
Statement Schedules on Page F-1 hereafter, which is incorporated herein by
reference.

a.(3)  EXHIBITS


    EXHIBIT
    NUMBER                                      DESCRIPTION
    ------                                      -----------

      3.1       Restated Certificate of Incorporation.(j)

      3.2       Certificate of Amendment to Restated Certificate of
                Incorporation, dated August 3, 1990.(j)

      3.3       Second Certificate of Amendment of Restated Certificate of
                Incorporation of Showscan Corporation, dated August 18,
                1994.(j)

      3.4       Certificate of Designations, Powers and Preferences with
                respect to Series A Convertible Preferred Stock of Showscan
                Corporation, as filed with the Secretary of State of Delaware
                on September 22, 1993.(b)

      3.5       Certificate of Designations, Powers and Preferences with
                respect to Series B Preferred Stock of Showscan Corporation, as
                filed with the Secretary of State of Delaware on September 22,
                1993.(b)

      3.6       Certificate of Designations with respect to Series C
                Convertible Preferred Stock of Showscan Corporation, as filed
                with the Secretary of State of Delaware on August 22, 1994.(h)

      3.7       Certificate of Designations with respect to Series D
                Participating Preferred Stock of Showscan Entertainment Inc.,
                as filed with the Secretary of State of Delaware on November 9,
                1994.(j)

      3.8       Bylaws of the Company, as amended.(j)

      4.1       Specimen certificate of the Common Stock, $.001 par value, of
                the Company.(a)

      4.2       Form of warrants issued to Whale Securities Corp. and its
                designees.(c)

      4.3       Form of warrant issued to Sutro & Co. Incorporated.(a)

      4.4       Stock Purchase Warrant, dated March 9, 1989, issued by the
                Company to Columbia Pictures Industries, Inc.(a)

      4.5       Specimen certificate of Series A Convertible Preferred Stock,
                $.001 par value, of the Company.(g)

      4.6       Specimen certificate of Series B Preferred Stock, $.001 par
                value, of the Company.(g)

      4.7       Warrant Agreement, dated as of September 27, 1993, among
                Showscan Corporation and Charles B. Moss, Jr. and DiBenedetto
                Showscan Limited Partnership.(b)

      4.8       Form of Warrant Agreement entered into with William D.
                Eberle.(g)





                                       2.
<PAGE>   3
    EXHIBIT
    NUMBER                                      DESCRIPTION
    -------                                     -----------

     4.9        Registration Rights Agreement, dated as of September 27, 1993,
                among Showscan Corporation, Charles B. Moss, Jr., Thomas R.
                DiBenedetto and DiBenedetto Showscan Limited Partnership.(b)

     4.10       Specimen Certificate of Series C Convertible Preferred Stock,
                $.001 par value, of the Company.(j)

     4.11       Warrant Agreement, dated as of August 19, 1994, by and between
                Showscan Corporation and United Artists Theatre Circuit,
                Inc.(h)

     4.12       Registration Rights Agreement, dated as of August 19, 1994, by
                and between Showscan Corporation and United Artists Theatre
                Circuit, Inc.(h)

     4.13       Rights Agreement, dated as of November 11, 1994, by and between
                Showscan Entertainment Inc. and Continental Stock Transfer &
                Trust Company.(i)

     4.14       Registration Rights Agreement, dated as of September 22, 1994,
                by and among Showscan Entertainment Inc., Charles B. Moss, Jr.
                and DiBenedetto Showscan Limited Partnership.(j)

     4.15       Note Purchase, Paying and Conversion Agency Agreement, dated as
                of August 14, 1995, by and between Showscan Entertainment Inc.
                and Banca del Gottardo.(k)

     4.16       Global Note, dated September 1, 1995, made by Showscan
                Entertainment Inc.  in favor of Banca del Gottardo.(k)

     4.17       Agency Agreement, dated as of August 14, 1995, by and between
                Showscan Entertainment Inc. and Banca del Gottardo.(k)

     4.18       Pledge/Security Agreement, dated as of September 1, 1995, by
                and between Showscan Entertainment Inc. and Banca del
                Gottardo.(k)

     4.19       Amendment to Pledge/Security Agreement, dated as of September
                1, 1995, by and between Showscan Entertainment Inc. and Banca
                del Gottardo.(k)

     4.20       Warrant Agreement, dated as of September 1, 1995, by and
                between Showscan Entertainment Inc. and Jack M. Ferraro.(l)

     4.21       Registration Rights Agreement, dated as of September 1, 1995,
                by and between Showscan Entertainment Inc. and Jack M.
                Ferraro.(l)

     4.22       Warrant Agreement, dated as of September 1, 1995, by and
                between Showscan Entertainment Inc. and Jack Erlanger.(l)

     4.23       Registration Rights Agreement, dated as of September 1, 1995,
                by and between Showscan Entertainment Inc. and Jack
                Erlanger.(l)

     4.24       Warrant Agreement, dated as of October 3, 1995, by and between
                Showscan Entertainment Inc. and Intralink Film Graphic
                Design.(l)

     9.1        Voting Agreement, dated as of August 19, 1994, by and among
                Showscan Corporation, United Artists Theatre Circuit, Inc.,
                Charles B. Moss, Jr., and Thomas R. DiBenedetto.(h)

    10.1        Lease dated June 15, 1989 between the Company and Landmark
                Investments Ltd. ("Lease").(d)





                                       3.
<PAGE>   4
    EXHIBIT
    NUMBER                                      DESCRIPTION
    -------                                     -----------

     10.2       Amendment No. 1 to Lease, dated February 20, 1991.(a)

     10.3       Amendment No. 2 to Lease, dated January 21, 1992.(e)

     10.4       Amendment No. 3 to Lease, dated February 18, 1993.(f)

     10.5       Amended and Restated Showscan Corporation 1987 Stock Option
                Plan.(c)

     10.6       Showscan Entertainment Inc. 1992 Stock Option Plan, as
                amended.(j)

     10.7       Modification, Consent and Assignment Agreement dated April 26,
                1985 between the Company, Douglas Trumbull and Brock/Trumbull
                Entertainment Corporation.(c)

     10.8       Agreement, dated June 27, 1985, between the Company and Future
                General Corporation.(c)

     10.9       Agreement, dated February 23, 1987, between the Company and
                Cinema Products Corporation (the "Camera Agreement").(c)

     10.10      Amendment to Camera Agreement, dated July 20, 1988.(a)

     10.11      Amendment to Camera Agreement, dated February 1, 1989.(a)

     10.12      Showscan 1985 Agreement, dated April 16, 1985, and Agreement,
                dated August 31, 1983, between Showscan Investors and
                Brock-Trumbull Entertainment Corporation.(c)

     10.13      Amendment to Royalty Agreement, dated July 6, 1990, between the
                Company and WLS Partners.(a)

     10.14      Amendment to payment terms of the Royalty Agreement, dated
                November 13, 1990, between the Company and WLS Partners.(a)

     10.15      Universal CityWalk Lease, dated November 24, 1992, by and among
                the Company and MCA Development Company.(f)

     10.16      Purchase Agreement dated as of September 27, 1993, among
                Showscan Corporation, Charles B. Moss, Jr., Thomas R.
                DiBenedetto and DiBenedetto Showscan Limited Partnership.(b)

     10.17      Joint Venture Agreement, dated as of September 27, 1993, among
                Showscan Attractions, Inc., Moss Family O&O Corp., and
                DiBenedetto O&O Limited Partnership, with respect to the
                organization of Showscan Attractions Venture.(b)

     10.18      Joint Venture Agreement, dated as of September 27, 1993, among
                Showscan CityWalk, Inc., Moss Family LA Corp., and DiBenedetto
                CityWalk Limited Partnership, with respect to the organization
                of Showscan CityWalk Venture.(b)

     10.19      Proprietary Property Acquisition and Management Agreement,
                dated as of September 27, 1993, between Showscan Corporation
                and Showscan Attractions Venture.(b)

     10.20      Development and Disposition Services Agreement, dated as of
                September 27, 1993, among Showscan Attractions Venture,
                DiBenedetto Showscan, Inc. and Moss Entertainment Corp.(b)





                                       4.
<PAGE>   5
    EXHIBIT
    NUMBER                                      DESCRIPTION
    -------                                     -----------

     10.21      Employment Agreement, dated March 3, 1994, between the Company
                and William C. Soady.(g)

     10.22      Employment Agreement, dated May 3, 1994, between the Company
                and Dennis Pope, as amended.(j)

     10.23      Purchase Agreement, dated as of August 19, 1994, by and between
                Showscan Corporation and United Artists Theatre Circuit,
                Inc.(h)

     10.24      Joint Venture Agreement, dated as of August 19, 1994, by and
                between Showscan Corporation and United Artists Theatre
                Circuit, Inc.(h)

     10.25      Theater Rights Agreement, dated as of August 19, 1994, among
                Showscan Corporation, United Artists Theatre Circuit, Inc. and
                Showscan/United Artists Theatres Joint Venture.(h)

     10.26      First Amendment to Theater Rights Agreement, dated as of March
                30, 1995, by and among Showscan Entertainment Inc., United
                Artists Theatre Circuit, Inc. and Showscan/United Artists
                Theatres Joint Venture.(j)

     10.27      Master Management and Development Agreement, dated as of August
                19, 1994, among Showscan Corporation, United Artists Theatre
                Circuit, Inc. and Showscan/United Artists Theatres Joint
                Venture.(h)

     10.28      Amendment No. 1 to the Showscan Attractions Joint Venture
                Agreement, dated as of September 22, 1994, by and among
                DiBenedetto O&O Limited Partnership, Showscan Attractions,
                Inc., and Moss Family O&O Corp.(j)

     10.29      Standstill Agreement, dated as of August 22, 1994, by and among
                Showscan Corporation, United Artists Theatre Circuit, Inc.,
                Charles B. Moss, Jr., Thomas DiBenedetto and DiBenedetto
                Showscan Limited Partnership.(h)

     10.30      Stock Exchange Agreement, dated as of September 22, 1994, by
                and among Showscan Entertainment Inc., Charles B. Moss, Jr.,
                Thomas R. DiBenedetto, and DiBenedetto Showscan Limited
                Partnership.(j)

     10.31      Royalty Agreement, dated as of September 22, 1994, by and among
                Showscan Entertainment Inc., Moss Family O&O Corp. and
                DiBenedetto O&O Limited Partnership.(j)

     10.32      Memorandum of Agreement, dated as of April 24, 1995, by and
                between Showscan Framingham, Inc. and General Cinema of
                Framingham Inc.(j)

     10.33      Operating Agreement, dated as of August 25, 1995, by and
                between Showscan Attractions Venture and Maloney Development
                Partnership Ltd.*

     10.34      Second Amendment to Theater Rights Agreement, dated as of
                December 31, 1995, by and among Showscan Entertainment Inc.,
                United Artists Theatre Circuit, Inc. and Showscan/United
                Artists Theatres Joint Venture.*

     21.1       List of Subsidiaries of the Company.(l)

     23.1       Consent of Ernst & Young LLP.(l)

     27.1       Financial Data Schedule.(l)





                                       5.
<PAGE>   6
---------------------------------

         *         Confidential treatment of this exhibit has been requested
                   and confidential portions have been omitted and filed
                   separately with the Securities and Exchange Commission.

         (a)       Previously filed as an exhibit to the Company's Registration
                   Statement on Form S-1, Registration No. 33-40531, as
                   amended, and incorporated herein by reference.

         (b)       Previously filed as an exhibit to the Schedule 13D filed
                   with the Securities and Exchange Commission by Charles B.
                   Moss, Jr., Thomas R. DiBenedetto and DiBenedetto Showscan
                   Limited Partnership, dated September 27, 1993, and
                   incorporated herein by reference.

         (c)       Previously filed as an exhibit to the Company's Registration
                   Statement on Form S-1, Registration No. 33-13582, as
                   amended, and incorporated herein by reference.

         (d)       Previously filed as an exhibit to the Company's Annual
                   Report on Form 10-K for fiscal year ended March 31, 1990,
                   and incorporated herein by reference.

         (e)       Previously filed as an exhibit to the Company's Annual
                   Report on Form 10-K for the fiscal year ended March 31,
                   1992, and incorporated herein by reference.

         (f)       Previously filed as an exhibit to the Company's Annual
                   Report on Form 10-K for fiscal year ended March 31, 1993,
                   and incorporated herein by reference.

         (g)       Previously filed as an exhibit to the Company's Registration
                   Statement on Form S-1, Registration No. 33-78236, as
                   amended, and incorporated herein by reference.

         (h)       Previously filed as an exhibit to the Company's Current
                   Report on Form 8-K dated August 19, 1994, as amended by the
                   Form 8- K/A dated November 7, 1994, and incorporated herein
                   by reference.

         (i)       Previously filed as an exhibit to the Company's Current
                   Report on Form 8-K dated November 11, 1994, and incorporated
                   herein by reference.

         (j)       Previously filed as an exhibit to the Company's Annual
                   Report on Form 10-K, as amended by the Form 10-K/A dated
                   September 25, 1995, for the fiscal year ended March 31,
                   1995, and incorporated herein by reference.

         (k)       Previously filed as an exhibit to the Company's Current
                   Report on Form 8-K dated September 1, 1995, and incorporated
                   herein by reference.

         (l)       Previously filed as an exhibit to the Company's Annual
                   Report on Form 10-K for the fiscal year ended March 31,
                   1996, and incorporated herein by reference.

b.       THE FOLLOWING REPORTS ON FORM 8-K WERE FILED DURING THE FOURTH QUARTER
         OF THE FISCAL YEAR ENDED MARCH 31, 1996.

         Inapplicable.





                                       6.
<PAGE>   7
                                   SIGNATURES


         Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to be
signed on its behalf by the undersigned, thereunto duly authorized.



Date:  January 29, 1997         SHOWSCAN ENTERTAINMENT INC.



                                By /s/ W. TUCKER LEMON
                                   --------------------------------------------
                                   W. Tucker Lemon
                                   Vice President, General Counsel and Secretary




















                                       7.
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                                 EXHIBIT INDEX


  Exhibit No.                              Description          Page Number

     10.33      Operating Agreement, dated as of August 25,
                1995, by and between Showscan Attractions
                Venture and Maloney Development Partnership Ltd.

     10.34      Second Amendment to Theater Rights Agreement,
                dated as of December 31, 1995, by and among
                Showscan Entertainment Inc., United Artists
                Theatre Circuit, Inc. and Showscan/United
                Artists Theatres Joint Venture.







































                                       8.