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

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

                                 AMENDMENT NO. 2
                                       to
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                    FOR THE FISCAL YEAR ENDED MARCH 31, 1997

                         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, 1997 was approximately $13,234,405 (based on last
NASDAQ-reported sale price of $2.625 per share of Common Stock on that date).
There were 5,642,058 shares of registrant's common stock outstanding as of June
20, 1997.

     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

                                      NONE



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ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


         The following table sets forth certain information regarding the
beneficial ownership of each class of the Company's voting securities as of July
20, 1997 by (i) each of the Company's directors and Named Executives who
beneficially own Common Stock or Series C Preferred Stock, (ii) by all directors
and officers as a group, and (iii) based on reports filed by each person with
the Securities and Exchange Commission, by the known beneficial holders of more
than 5% of any class of outstanding shares of the Company's voting securities.


<TABLE>
<CAPTION>
                                                                                       SERIES C
                                                  COMMON STOCK(2)                   PREFERRED STOCK
                                          -------------------------------     ---------------------------
                                             NUMBER           PERCENTAGE       NUMBER         PERCENTAGE
NAME AND ADDRESS                               OF                  OF            OF               OF
OF BENEFICIAL OWNER(1)                       SHARES           OUTSTANDING      SHARES         OUTSTANDING
                                          -----------         -----------     --------        -----------
<S>                                         <C>                   <C>         <C>                 <C>  
William D. Eberle                            55,127(3)              *           --                 --

Charles B. Moss, Jr                         994,362(4)            15.7%       12,000              24.5%
  c/o B.S. Moss Enterprises
  225 North Hill Street,
  Aspen, CO 81611

Thomas R. DiBenedetto                     1,014,362(5)            16.0%       12,000(6)           24.5%
  c/o Junction Investors, Ltd. 
  84 State Street
  Boston, MA 02109

DiBenedetto Showscan Limited                706,672(7)            11.1%       12,000              24.5%
 Partnership
  c/o Junction Investors, Ltd. 
  84 State Street
  Boston, MA 02109

United Artists Theatre Circuit, Inc.        946,032(8)            14.4%       25,000              51.0%
  9110 East Nichol Avenue
  Suite 200
  Englewood, CO 80112

Kurt C. Hall(9)                                --                  --           --                 --
  c/o United Artists Theatre
        Circuit, Inc. 
  9110 East Nichols Avenue
  Suite 200
  Englewood, CO 80112

Neuberger & Berman                          320,800(10)            5.7%         --                 --
  605 Third Avenue
  New York, NY 10158

William C. Soady(11)                        198,250                3.4%         --                 --
Dennis Pope(12)                             122,250                2.1%         --                 --
W. Tucker Lemon(13)                          39,500                 *           --                 --
Michael B. Ellis(14)                         13,125                 *           --                 --
J. Chuck Allen(15)                             --                  --           --                 --
Russell H. Chesley(16)                        4,375                 *           --                 --
Rui C. Guimarais(17)                          8,750                 *           --                 --

All Officers and Directors                2,481,351               33.0%       24,000             100%
  as a Group (12 persons) (18)
</TABLE>

-------
*  Less than 1%.

 (1)  Except as otherwise noted, the address of each beneficial owner listed in
      this table is c/o Showscan Entertainment Inc., 3939 Landmark Street,
      Culver City, California 90232.



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 (2)  Unless otherwise noted, the Company believes that all persons named in the
      table have sole voting and investment power with respect to all securities
      beneficially owned by them.
 (3)  Consists of 55,127 shares subject to currently exercisable stock purchase
      warrants.
 (4)  Consists of (i) 468,577 shares underlying currently exercisable stock
      purchase warrants, 44,101 of which are held by Charles B. Moss, III, Mr.
      Moss's son, and 44,101 of which are held by Robin H. Moss, Mr. Moss'
      ex-wife, as custodian for Elizabeth H. Moss, Mr. Moss' daughter, (ii)
      238,095 shares of Common Stock issuable upon conversion of Mr. Moss'
      Series C Preferred Stock, (iii) 155,000 shares of Common Stock held by the
      Charles B. Moss, Jr. Family Trust, (iv) 6,200 shares of Common Stock held
      by M. F. P., LLC, a limited liability company whose members are Mr. Moss'
      children, (v) 21,900 shares of Common Stock held by Robin H. Moss, and
      (vi) 104,590 shares of Common Stock owned by Mr. Moss. Robin H. Moss is
      the sole trustee of the Charles B. Moss, Jr. Family Trust. Mr. Moss
      disclaims beneficial ownership of the shares held by the Charles B. Moss,
      Jr. Family Trust, M. F. P., LLC and Robin H. Moss and the warrants held by
      Charles B. Moss, III and by Robin H. Moss as custodian for Elizabeth H
      Moss.
 (5)  Includes (i) 238,095 shares of Common Stock issuable upon conversion of
      the Series C Preferred Stock held by DiBenedetto Showscan Limited
      Partnership, a Delaware limited partnership, (ii) 35,000 shares of Common
      Stock owned by the DiBenedetto 1993 Family Trust, (iii) 35,000 shares of
      Common Stock owned by the DiBenedetto Family Trust U/A/D 11/01/91 FBO Cory
      James DiBenedetto, (iv) 35,000 shares of Common Stock owned by the
      DiBenedetto Family Trust U/A/D 11/01/91 FBO Christian Robert DiBenedetto,
      (v) 35,000 shares of Common Stock owned by the DiBenedetto Family Trust
      U/A/D 11/01/91 FBO Thomas Austin DiBenedetto, (vi) 35,000 shares of Common
      Stock owned by the DiBenedetto Family Trust U/A/D 11/01/91 FBO Marc
      Anthony DiBenedetto, (vii) 468,577 shares of Common Stock underlying
      currently exercisable stock purchase warrants held by DiBenedetto Showscan
      Limited Partnership, and (viii) 132,690 shares of Common Stock owned by
      Mr. DiBenedetto. Mr. DiBenedetto has sole voting and dispositive power
      over the securities beneficially owned by DiBenedetto Showscan Limited
      Partnership. Linda M. DiBenedetto, Mr. DiBenedetto's wife, is co-trustee
      of the DiBenedetto 1993 Family Trust. Mr. DiBenedetto disclaims beneficial
      ownership of the shares of Common Stock held by the DiBenedetto 1993
      Family Trust, the DiBenedetto Family Trust U/A/D 11/01/91 FBO Cory James
      DiBenedetto, the DiBenedetto Family Trust U/A/D 11/01/91 FBO Christian
      Robert DiBenedetto, the DiBenedetto Family Trust U/A/D 11/01/91 FBO Thomas
      Austin DiBenedetto, and the DiBenedetto Family Trust U/A/D 11/01/91 FBO
      Marc Anthony DiBenedetto.
 (6)  Consists of 12,000 shares of the Company's Series C Preferred Stock owned
      by DiBenedetto Showscan Limited Partnership. Mr. DiBenedetto has sole
      voting and dispositive power over these securities.
 (7)  Consists of 468,577 shares subject to currently exercisable stock purchase
      warrants and 238,095 shares of Common Stock issuable upon conversion of
      Series C Preferred Stock.
 (8)  Consists of 450,000 shares subject to currently exercisable stock purchase
      warrants and stock purchase warrants exercisable within 60 days and
      496,032 shares of Common Stock issuable upon conversion of Series C
      Preferred Stock.
 (9)  Kurt C. Hall is an executive officer of United Artists Theatre Circuit,
      Inc. Mr. Hall does not have voting or investment power with respect to the
      securities held by UATC.
(10)  Neuberger & Berman disclaims beneficial ownership of 57,600 shares owned
      by certain of its individual partner(s) in their own personal accounts.
      Such shares were purchased with personal funds and each such partner has
      sole voting and dispositive power over the shares in his/her account.
(11)  Includes 196,250 shares of currently exercisable stock options.
(12)  Includes 121,250 shares of currently exercisable stock options.
(13)  Includes 37,500 shares of currently exercisable stock options (10,000 of
      which are held by Mr. Lemon's wife) and options exercisable within 60
      days. Mr. Lemon does not have voting or investment power with respect to
      the securities held by his wife.



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(14)  Includes 13,125 shares of currently exercisable stock options and options
      exercisable within 60 days.
(15)  J. Chuck Allen resigned from all positions with the Company in May, 1997.
      All options held by Mr. Allen were canceled 30 days after his resignation.
(16)  Includes 4,375 shares of currently exercisable stock options.
(17)  Includes 8,750 shares of currently exercisable stock options and options
      exercisable within 60 days.
(18)  Includes 1,404,781 shares subject to stock options and stock purchase
      warrants currently exercisable or exercisable within 60 days and 476,190
      shares of Common Stock issuable upon conversion of Series C Preferred
      Stock.

         The Company, United Artists Theatre Circuit, Inc. ("UA"), Charles B.
Moss, Jr. ("Moss"), Thomas R. DiBenedetto and DiBenedetto Showscan Limited
Partnership, a Delaware partnership (collectively, the "DiBenedetto Entities")
are party to that certain Voting Agreement, dated as of August 19, 1994,
pursuant to which UA, Moss and the DiBenedetto Entities have agreed to vote the
securities held by them in favor of each other's designees for the Board of
Directors.




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                                   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. 2 to
Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.

Date:  August 14, 1997



                        SHOWSCAN ENTERTAINMENT INC.



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






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