UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 10-Q


        (Mark One)

     [X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934. For the quarterly period ended: September 30,
          2000


                                       or

     [ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934.

                         Commission file number 0-22558


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

         Delaware                                         95-4439361
------------------------------                 ---------------------------------
(State or other jurisdiction of                (I.R.S. Employer Identification
 incorporation or organization)                             Number)


            4520 West Valerio Street, Burbank, California 91505-1046
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (818) 841-7766
--------------------------------------------------------------------------------
               (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.
Yes  [X]   No [__].


The number of shares outstanding of the registrant's Common Stock, $0.001 par
value, at November 7, 2000 was 3,540,911 shares


<PAGE>


                           IWERKS ENTERTAINMENT, INC.


                                      INDEX

PART I.      FINANCIAL INFORMATION                                  Page Number

Item 1.      Financial Statements

             Condensed Consolidated Balance Sheets as of
             September 30, 2000 and June 30, 2000

             Condensed Consolidated Statements of Operations
             for the Three Months ended September 30, 2000
             and 1999

             Condensed Consolidated Statements of Cash Flows
             for the Three Months ended September 30, 2000
             and 1999

             Notes to the Condensed Consolidated Financial
             Statements

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

PART II      OTHER INFORMATION

Item 6.      Exhibits and Reports on Form 8-K

Signatures


<PAGE>


<TABLE>
<CAPTION>
                           IWERKS ENTERTAINMENT, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                     ASSETS
                                 (IN THOUSANDS)

                                                              SEPTEMBER 30,
                                                                   2000          JUNE 30, 2000)
                                                               (Unaudited)          (Audited
                                                              --------------     --------------
<S>                                                           <C>                <C>
Current assets:
  Cash and Cash Equivalents (Note 2)........................   $    2,667         $    2,733

  Trade accounts receivable, net of
    allowance for doubtful accounts.........................        2,998              3,963

  Costs and estimated earnings in excess of
    billings on uncompleted contracts.......................        2,212              2,194

  Assets held for sale - current............................          672                858

   Inventories and other current assets.....................        2,940              3,147
                                                               -------------      -------------

Total current assets........................................       11,489             12,895

Property and equipment at cost, net of accumulated
   depreciation.............................................        3,633              3,693

Film inventory at cost, net of accumulated amortization.....        1,929              2,222

Goodwill, net of accumulated amortization...................        1,918              1,953

Other assets................................................        3,111              3,292

Assets held for sale - long term............................        1,755              1,755
                                                               -------------      -------------
Total Assets................................................   $   23,835          $  25,810
                                                               =============      =============
</TABLE>




                             See accompanying notes.


                                     Page 2
<PAGE>


<TABLE>
<CAPTION>
                           IWERKS ENTERTAINMENT, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

                                                               SEPTEMBER 30,
                                                                   2000           JUNE 30, 2000
                                                               (Unaudited)          (Audited)
                                                              --------------      -------------
<S>                                                           <C>                 <C>
Current Liabilities:

  Accounts Payable..........................................  $    2,692          $    3,943

  Accrued expenses..........................................       5,332               5,780

  Notes payable, current portion............................       1,838               1,842

  Billings in excess of costs and estimated
    earnings on uncompleted contracts.......................       4,856               3,797

  Deferred revenue..........................................         241                 136

  Capital lease obligations, current portion................         324                 459
                                                             ---------------      -------------

  Total current liabilities.................................      15,283              15,957

    Notes payable, net of current portion...................         254                 333

  Capital lease obligations, net of current
    portion.................................................           -                   -
                                                             ---------------      -------------

  Total liabilities.........................................      15,537              16,290

Stockholders' equity:

  Preferred stock, $0.001 par value, 1,000,000 shares
    authorized, none issued and outstanding.................           -                   -

  Common stock, $0.001 par value, 50,000,000 shares
    authorized; 3,540,911 and 3,540,911 issued and
    outstanding.............................................          57                  57

  Additional paid-in capital................................      78,086              78,086

  Treasury Stock, 91,600 shares at cost.....................        (341)               (341)

  Common stock warrants.....................................         250                 250

  Accumulated deficit.......................................     (69,754)            (68,532)
                                                             ---------------      -------------
  Total stockholders' equity................................       8,298               9,520
                                                             ---------------      -------------
      Total liabilities and stockholders' equity............   $  23,835           $  25,810
                                                             ===============      =============
</TABLE>




                             See accompanying notes.



                                     Page 4
<PAGE>


<TABLE>
<CAPTION>
                           IWERKS ENTERTAINMENT, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
                                   (UNAUDITED)

                                                           THREE MONTHS ENDED
                                                             SEPTEMBER 30,
                                                         ----------   ----------
                                                           2000         1999
                                                         ----------   ----------
<S>                                                      <C>          <C>
Revenue                                                  $  4,912     $  7,609

Cost of sales                                               4,087        6,365
                                                         ----------   ----------
Gross margin                                                  825        1,244

Selling, general and administrative expenses                2,019        2,775
                                                         ----------   ----------

Loss from operations                                       (1,194)      (1,531)

Interest income                                                16           58

Interest expense                                              (44)         (98)
                                                         ----------   ----------
Net loss                                                  $(1,222)     $(1,571)
                                                         ==========   ==========

Net loss per common share-basic and diluted                 $(0.35)      $(0.46)
                                                         ==========   ==========

Weighted average shares outstanding-basic and diluted       3,449        3,449
                                                         ==========   ==========
</TABLE>






                             See accompanying notes.


                                     Page 5
<PAGE>


<TABLE>
<CAPTION>
                           IWERKS ENTERTAINMENT, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)
                                                                FOR THE THREE MONTHS ENDED
                                                                       SEPTEMBER 30,
                                                                ----------------------------
                                                                   2000             1999
                                                                ------------     -----------
<S>                                                             <C>              <C>
OPERATING ACTIVITIES
Net loss                                                        $  (1,222)       $ (1,571)
Depreciation and amortization                                         646             855
Changes in operating assets and liabilities                           652          (2,083)
                                                                ------------     -----------
  Net cash provided by (used in) operating activities                  76          (2,799)

INVESTING ACTIVITIES
Purchases of property, plant and equipment                           (110)           (157)
Additions to film inventory                                             -            (261)
Investments in debt securities                                          -           2,500
Net proceeds from the sale of portable simulation unit                186
                                                                ------------     -----------
  Net cash provided by investing activities                            76           2,082

Financing activities
Principal payments on notes payable                                   (83)           (119)
Payments on capital leases                                           (135)           (190)
Proceeds from issuance of common stock warrants                         -             250
Other                                                                   -             (16)
                                                                ------------     -----------
  Net cash used in financing activities                              (218)            (75)
                                                                ------------     -----------

Net decrease in cash and cash equivalents                             (66)           (792)

Cash and cash equivalents at beginning of period                    2,733           4,217
                                                                ------------     -----------

Cash and cash equivalents at end of period                       $  2,667        $  3,425
                                                                ============     ===========
Supplemental disclosures
  Interest paid during the period                                   $  12          $   72
                                                                ============     ===========
  Income taxes paid during the period                                $  6          $   10
                                                                ============     ===========
</TABLE>





                            See accompanying notes.


                                     Page 6
<PAGE>


                           IWERKS ENTERTAINMENT, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1. INTRODUCTION

     The accompanying condensed consolidated financial statements of Iwerks
Entertainment, Inc. (the "Company") have been prepared without audit pursuant to
the rules and regulations of the Securities and Exchange Commission ("SEC").
Certain information and footnote disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations, although
the Company believes that the disclosures made are adequate to make the
information presented not misleading. In the opinion of management, all
adjustments, consisting only of normal recurring adjustments, necessary to
present fairly the consolidated financial position of the Company as of
September 30, 2000 and the results of its operations for the three months ended
September 30, 2000 and 1999 and the cash flows for the three months ended
September 30, 2000 and 1999 have been included. The results of operations for
interim periods are not necessarily indicative of the results, which may be
realized for the full year. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's latest
Annual Report on Form 10-K as filed with the SEC.


NOTE 2. RESTRICTED CASH

     Included in the September 30, 2000 cash and cash equivalents balance is
$1,170,000 of cash received from one customer, which is restricted as to its
use. This restriction will remain in effect until the Company reaches a certain
milestone related to the completion of the project. The milestone is expected to
be reached by the second quarter of fiscal 2001 at which time this cash will
become available.


NOTE 3. ASSETS HELD FOR SALE

     On September 30, 1999 the Company decided to sell the assets relating to
the Touring Division. These assets are described as the portable motion theatres
and are reflected at management's estimate of their fair value less cost to
sell. Management discontinued depreciating these assets and will continue to
periodically assess the net fair value of these assets. The Company has sold one
unit during the quarter with net proceeds of $186,000.


NOTE 4. ISSUANCE OF WARRANTS

     On September 8, 1999 the company appointed two outside members to its Board
of Directors. The two new members purchased warrants to purchase an aggregate of
442,857 shares of Iwerks common stock. The warrants were issued in four tranches
of equal amounts ranging in a per share price of $5.01 to $10.50. Certain
restrictions apply to the exercise of these warrants, which have a life of five
years. These two board members resigned on January 18, 2000. The warrants remain
outstanding with the same terms described above.


                                     Page 7
<PAGE>


NOTE 5. DEPRECIATION AND AMORTIZATION

     Depreciation expense and amortization expense of property and equipment and
goodwill and other is computed using the straight-line method over the estimated
useful lives of the assets. Film costs are amortized using the individual film
forecast method.

<TABLE>
<CAPTION>
                                                     Three Months Ended
                                                       September 30,
                                                     2000           1999
                                                 -------------   -----------
       <S>                                       <C>             <C>
       Depreciation on fixed assets                  $170,000      $190,000
       Depreciation on portable ride simulation             -       160,000
       theaters
       Amortization of film                           293,000       183,000
       Amortization of goodwill and other             183,000       322,000
                                                 -------------   -----------
       Total depreciation and amortization           $646,000      $855,000
                                                 =============   ===========
</TABLE>


Depreciation and amortization included in cost of sales was $293,000 and
$346,000 for the quarters ended September 30, 2000 and 1999, respectively.


NOTE 6. NET LOSS PER COMMON SHARE

     For the three months ended September 30, 2000 and 1999, the basic and
diluted per share data is based on the weighted average number of common shares
outstanding during the period. Common equivalent shares, consisting of
outstanding stock options and warrants, are not included in the diluted loss per
share calculation since they are antidilutive.

     On January 13, 2000, the Company's stockholders approved an amendment to
the Company's certificate of incorporation to effect a one for three and
one-half reverse stock split with no change in par values, effective for
stockholders of record on November 12, 1999. The reverse stock split was
effective January 18, 2000. All references to per share amounts and shares
outstanding included herein have been retroactively restated to reflect the
stock split.


NOTE 7. INCOME TAXES

     At June 30, 2000, the Company had available federal and state tax net
operating loss carryforwards of approximately $36,200,000 and $13,100,000,
respectively. The federal and state net operating loss carryforwards expire, in
varying amounts, through 2019. As a result of these net operating loss
carryforwards and current period losses, the Company's effective tax rate was
negligible and consequently no income tax provision or benefit was recorded in
the periods presented.


NOTE 8. LITIGATION

     The proceedings to which the Company is a defendant consist of routine
litigation in the ordinary course of business. In the opinion of management,
and, based in part upon the advice of outside counsel, resolution of these
matters will not have a material adverse impact on the Company's consolidated
financial position or results of operations


                                     Page 8
<PAGE>


NOTE 9.  SUBSEQUENT EVENTS

     On October 19, 2000, the Company announced the signing of a strategic $4
million investment transaction with the S. Kumars Group. S. Kumars,
headquartered in Mumbain (Bombay) India, is one of the largest industrial
companies in India with revenues exceeding $200 million in 1999. S. Kumars, its
affiliates, and Iwerks have signed investment documents pursuant to which Iwerks
will issue a combination of common stock, warrants and a convertible note. Under
the agreements, Iwerks will sell $3 million of common stock at a price equal to
$1.70 per share to S. Kumars. In addition, S. Kumars or its affiliates will
purchase a five-year, $1 million aggregate principal amount, 8% convertible note
from Iwerks, $300,000 of which has been advanced to the Company upon signing of
the investment documents. The note is convertible into 500,000 shares of Iwerks
common stock. Iwerks will also issue to S. Kumars warrants to purchase an
aggregate of 2,500,000 shares of common stock exercisable at prices ranging from
$2.05 to $2.25 per share. Iwerks' Board of Directors has approved this
transaction, and completion is subject to receipt of regulatory approvals in
India and other customary closing conditions. Iwerks currently anticipates
completing the transaction in the fourth calendar quarter of 2000.

     On November 2, 2000 the Company announced that it has received notification
from The Nasdaq Stock Market that the Company's common shares are no longer
eligible for continued inclusion on The Nasdaq SmallCap Market because of the
company's failure to meet the continued listing criteria of The SmallCap Market.
Consequently, the Company's common shares were delisted effective as of the
opening of trading, on November 2, 2000.


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

     This Report contains statements that constitute "forward-looking
statements" within the meaning of Section 21E of the Exchange Act and Section
27A of the Securities Act. The words "expect", "estimate", "anticipate",
"predict", "believe" and similar expressions and variations thereof are intended
to identify forward-looking statements. Such statements appear in a number of
places in this filing and include statements regarding the intent, belief or
current expectations of Iwerks, its directors or officers with respect to, among
other things (a) trends affecting the financial condition or results of
operations of Iwerks and (b) the business and growth strategies of Iwerks. The
stockholders of Iwerks are cautioned not to put undue reliance on such
forward-looking statements. Such forward-looking statements are not guarantees
of future performance and involve risks and uncertainties, and actual results
may differ materially from those projected in this Report, for the reasons,
among others, discussed in the Sections - "Management's Discussion and Analysis
of Financial Condition and Results of Operations, and "Future Operating
Results". Iwerks undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after
the date hereof. Readers should carefully review the risk factors described in
other documents the Company files from time to time with the Securities and
Exchange Commission, including the Annual Report on form 10-K filed by the
Company on September 29, 2000, the Quarterly Reports on Form 10-Q to be filed by
the Company in calendar years 2000 and 2001 and any Current Reports on Form 8-K
filed by the Company.

RESULTS OF OPERATIONS

HARDWARE SALES AND SERVICE

     Revenues on sales of theatre systems are recognized on the
percentage-of-completion method over the life of the contract. The gross margin
for each contract varies based upon pricing strategies, competitive conditions
and product mix.


                                     Page 9
<PAGE>


FILM LICENSING

     Revenues and related expenses are recognized at the beginning of the
license period at which time the customer is billed the license fee and film is
delivered to the customer.

CAMERAS AND OTHER PRODUCTION SERVICES

     The Company contracts with third parties to lease its 8/70 large format
cameras and related equipment, (including a 3D rig, lenses and accessories).
Rental periods range from several days to several months.

     The Company has developed and manufactured one 15/70 large format camera
and is in the process of completing two additional 15/70 cameras. The Company
also provides technical and post-production services to third party producers
for a fee and maintains a 15/70 projection room at its Burbank facilities for
rent to large format filmmakers for use in the post-production process.

     The Company's internal executive production capability develops and
oversees production of films for the Company's film productions as well as for
third party custom film projects.

OWNED AND OPERATED

     Revenues from owned and operated (O&O) consist of portable ride simulation
theatre revenues (touring) derived primarily from corporate sponsorship or
ticket sales at state fairs, air shows, and similar events, as well as revenues
derived from fixed site joint venture revenues which includes Iwerks'
contractual share of the sites' revenues or profits as applicable. The Company
has made the determination to shut down the touring division and sell the
relating assets in an effort to concentrate on its core business.

THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1999

     For the three months ended September 30, 2000 the Company recorded revenues
of $4,912,000 compared to $7,609,000 for the same period last year. For the
three months ended September 30, 2000, the Company recorded a net loss of
$1,222,000 or $.35 per share compared to a net loss of $1,571,000 or $.46 per
share for the same period last year.

REVENUES

     Revenue for the three months ended September 30, 2000 decreased $2.7
million or 35% from the three months ended September 30, 1999.

        The following table presents summary information regarding revenues
(amounts in thousands):

<TABLE>
<CAPTION>
                                                    Three Months Ended
                                                       September 30,
                                                 --------------------------
                                                    2000           1999
                                                 ----------     -----------
           <S>                                   <C>            <C>
           Hardware Sales & Service                $  2,262       $  4,760
           Film Licensing                               740            927
           Film Production and Other                  1,607            817
           Owned and Operated                           303          1,105
                                                 -----------     ----------
           Total                                   $  4,912       $  7,609
                                                 ===========     ==========
</TABLE>


     Hardware sales and service decreased by approximately $2.5 million or 52%
from the prior fiscal period. All geographic regions contributed to the decrease
in hardware sales. During the first quarter of fiscal year 2001, the
Asia-Pacific region decreased by approximately $536,000, Europe and the Middle
East decreased by approximately $1.2 million, South America decreased by
$319,000 and North America hardware sales decreased by approximately


                                    Page 10
<PAGE>


$338,000. Revenue generated from Customer Service was $106,000 lower in fiscal
2001 than in fiscal 2000. Generally, hardware sales are subject to quarterly
fluctuations as they are dependent on customer installation dates. Based upon
the current backlog of installations, hardware sales will be greater in the
second quarter of fiscal 2001 than in the first quarter of fiscal 2001.

     Film Licensing revenues for the quarter ended September 30, 2000 decreased
by approximately $187,000 or 20% compared to the same period last year. These
results were primarily due to two significant one-year license agreements that
were signed in the first quarter of fiscal 2000 that are expected to be renewed
in the second quarter of fiscal 2001.

     Film Production and other revenue increased by approximately $790,000 for
the three months ended September 30, 2000 compared to the comparable period in
the prior year. This was primarily due to one major film production deal for the
quarter ended September 30, 2000 compared to two smaller productions during the
quarter ended September 30, 1999.

     Owned and Operated revenue decreased by approximately $802,000 as compared
to the same period last year, primarily due to declining sales in the touring
division. The Company has made the determination to shut down the touring
division and sell the relating assets in an effort to concentrate on its core
business. Revenues generated from the touring division were approximately
$38,000 during the quarter ended September 30, 2000 compared to $745,000 during
the quarter ended September 30, 1999.

COST OF SALES

     Cost of sales primarily includes costs of theatre systems sold, expenses
associated with operating portable ride simulation theatres, and costs
associated with film production and licensing fees. The cost of theatre systems
includes the cost of components, customization, engineering, project management,
assembly, system integration and installation. Also included in cost of sales
are royalties payable to a former joint venture partner and estimated warranty
expenses. The costs associated with film license fees primarily reflect
amortization of film production costs over the lives of certain films and
royalties paid to third parties. The cost of sales associated with operating
portable ride simulation theatres includes costs for personnel, event fees,
fuel, insurance and maintenance.

     Cost of sales as a percentage of sales was 83% for the fiscal period ended
September 30, 2000 as compared to 84% for the fiscal period ended September 30,
1999. Cost of sales relating to hardware sales in the first quarter ended
September 30, 2000 was higher compared with the comparable period in 1999 as a
percentage of sales, primarily due to a significant decline in hardware sales.
As a result, the fixed manufacturing costs were allocated over fewer hardware
projects. This was offset by lower cost of sales relating to the portable ride
simulation operations in the three months ended September 30, 2000.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     Selling, general and administrative expenses include, among other things,
personnel costs, trade shows and other promotional expenses, sales commissions,
travel expenses, public relation costs, outside consulting and professional
fees, depreciation on fixed assets, amortization of goodwill, departmental
administrative costs and research and development costs.

     Selling, general and administrative expenses were approximately $2.0
million and $2.8 million, for the quarters ended September 30, 2000 and 1999,
respectively. This decrease was related to reduced commission expense, senior
management cost containment efforts (primarily in the areas of marketing,
travel and entertainment and office expenses) and reduced depreciation and
amortization expense.


                                    Page 11
<PAGE>


INTEREST INCOME & EXPENSE

     Interest income for the quarters ended September 30, 2000 and 1999 was
approximately $16,000 and $58,000, respectively. The decrease resulted primarily
from a reduction in the invested cash balances during the three months ended
September 30, 2000.

     Interest expense for the quarters ended September 30, 2000 and 1999 was
approximately $44,000 and $98,000, respectively. The decrease was primarily due
to an interest payment to the California State Board of Equalization in the
quarter ended September 30, 1999.

NET LOSS

     The Company recorded a net loss of approximately $1.2 million in the
quarter ended September 30, 2000, compared to a net loss of approximately $1.5
million in the quarter ended September 30, 1999 due to the reasons mentioned
above.

FUTURE OPERATING RESULTS

     The market for the Company's products is intensely competitive and is
undergoing significant changes, primarily due to technological developments as
well as changing consumer tastes. Numerous companies are developing and are
expected to develop new entertainment products or concepts for the out-of-home
entertainment industry.

     There is competition for financial, creative and technological resources in
the industry and there can be no assurance that existing products will continue
to compete effectively or that products under development will ever be
competitive.

     The Company and its principal competitor in the giant screen market, Imax
Corporation, are aggressively competing, particularly in the United States
market, for new 15 perforation, 70 millimeter format (15/70) theatre
installations. The Company primarily competes in this market based upon the
price and terms of its projection technology. Imax, the dominant competitor in
the market, competes primarily on the basis of its brand identity and its larger
base of installed theatres. These factors, and Imax's access to greater
financial and other resources, are expected to continue to place the Company at
a competitive disadvantage in this market and could have a negative impact on
the Company's gross margins in this market. However, the Company believes there
is potential and is pursuing the 8 perforation, 70 millimeter (8/70) format
theatre market in addition to its 15/70 sales efforts. Imax does not offer an
8/70 product.

     In addition to competition in the giant screen market, the Company faces
competition in the simulation industry from a number of other competitors. The
Company competes in this market based upon the breadth of its product offerings
and the size and quality of its film library. Few of its competitors in this
market have sufficient financial resources to effectively compete with the
Company based on these criteria. The Company's competitive position in this
market segment could be materially affected if any of its existing competitors
or a new entrant were to assemble the financial, technical and creative
resources required to effectively compete with the Company's range of product
offerings and film library.

     The Company recognizes these competitive issues and is in the process of
creating new products, such as a 3D/4D FX TM specialty attraction system which
includes multiple sensory effects and the development of a new generation of
smaller ride simulation configurations that can accommodate the potential
opportunity in the mass retail environment and movie theatres. The Company has
already made three sales of its new 3D/4D FXTM theatre system. All three of the
sales were in China, the first of which opened in February 2000. The other two
theatre systems are scheduled to open in the current fiscal year.

     Iwerks has experienced quarterly fluctuations in operating results and
anticipates that these fluctuations will continue in future periods. Operating
results and cash flow can fluctuate substantially from quarter to quarter and


                                    Page 12
<PAGE>


periodically as a result of the timing of theatre system deliveries, contract
signing, the mix of theatre systems shipped, the completion of custom film
contracts, the existence of world expos, the amount of revenues from film
licensing agreements, the timing of sales of ride simulation attractions, the
timing of delivery and installation of such sales (pursuant to percentage of
completion accounting) and any delays therein caused by permitting or
construction delays at the customer's site, the size, type and configuration of
the attractions sold, the timing of film rental payments from existing
attractions and the performance of those attractions that pay film rental based
on a percentage of box office and the timing of sales and marketing efforts and
related expenditures. In particular, fluctuations in theatre system sales and
deliveries from quarter to quarter can materially affect quarterly and periodic
operating results, and theatre system contract signing can materially affect
quarterly or periodic cash flow. Accordingly, Iwerks' revenues and earnings in
any particular period may not be indicative of the results for any future
period.

     The seasonal fluctuations in earnings also may cause volatility in the
stock price of Iwerks. While a significant portion of Iwerks' expense levels are
relatively fixed, the timing of increases in expense levels is based in large
part on Iwerks' forecasts of future sales. Iwerks may also choose to reduce
prices or increase spending in response to market conditions, which may have a
material adverse effect on Iwerks' results of operations. If net sales are below
expectations in any given period, the adverse impact on results of operations
may be magnified by Iwerks inability to adjust spending quickly enough to
compensate for the sales shortfall.

     Additionally, the Company plans to continue to evaluate and, when
appropriate, make acquisitions of complementary technologies, products or
businesses. The Company will continue to evaluate the changing value of its
assets, and when necessary, make adjustments thereto. While the Company cannot
predict what effect these various factors may have on its financial results, the
aggregate effect of these and other factors could result in significant
volatility in the Company's future performance and stock price.

LIQUIDITY AND CAPITAL RESOURCES

     Net cash provided by operating activities for the three months ended
September 30, 2000 was approximately $76,000. This was primarily attributable to
the net loss of approximately $1.2 million offset with positive changes in
operating assets and liabilities of approximately $652,000 and by non-cash
charges of approximately $646,000 for depreciation and amortization. Investing
activities for the three months ended September 30, 2000 consisted primarily of
purchases of property and equipment and the sale of one portable simulation
unit. Cash used in financing activities consisted primarily of payments on
capital leases and notes payable.

     At September 30, 2000, the Company had cash and cash equivalents of
approximately $2.7 million of which $1.17 million was restricted from use by the
Company due to it being held as collateral for a standby letter of credit on a
hardware project. We expect this restriction to be released by December 31,
2000.

     The Company's cash and short-term investment balances have continued to
decline since June 30, 2000 and the Company expects to experience further
declining balances during the remainder of fiscal 2001. Because of the
substantial reductions in the Company's cash balances over the last fifteen
months, and contractual restrictions on the use of some of its cash balances,
the Company may not be able to continue operations at its current levels. The
Company is dependent upon current cash collections to meet its operating needs
and pay its current liabilities. The Company has experienced significant
difficulty in accurately projecting its cash balances historically. The
Company's cash flow is dependent on the timing of delivery of hardware systems,
collections and the signing of new contracts, all of which are difficult to
predict with accuracy. Further complicating its ability to project cash balances
is that the timing of progress payments of the hardware projects are dependent
upon achieving certain performance milestones under its hardware sales
agreements.

     On October 19, 2000 the Company announced the signing of a strategic $4
million investment transaction with the S. Kumars Group, an Indian Company. The
S. Kumars Group advanced $300,000 of the $4.0 million aggregate investment on
October 19, 2000. Iwerks Board of Directors has approved this transaction, and
completion is subject to receipt of regulatory approvals in India and
other customary closing conditions. Iwerks


                                    Page 13
<PAGE>


currently anticipates completing the transaction by December 31, 2000. In the
event that the investment transaction does not close, the Company will need to
aggressively seek additional debt or equity financing and other strategic
alternatives. However, recent operating losses, the Company's declining cash
balances, the Company's historical stock performance, the delisting of the
Company's common shares from The Nasdaq Stock Market, the recent decline in
revenue, and a general decrease in investor interest in the Company's industry,
may make it difficult for the Company to attract equity investments or debt
financing or strategic partners on terms that are deemed to be favorable to the
Company. If the investment transaction with the S. Kumars Group does not close
timely or at all or if the Company's financial condition continues to worsen and
it is unable to successfully attract alternative equity or debt financing or
other strategic transactions, the Company could be forced to consider steps that
would protect its assets against its creditors. The Company's independent
auditors' report contains an emphasis paragraph indicating there is substantial
doubt about the Company's ability to continue as a going concern.

     The Company determined to sell its portable ride simulation theaters, which
when sold, will generate cash and is considering a number of other options to
improve the financial condition of the Company. During the first quarter, one
portable ride simulation theater was sold. There can be no assurance that any
additional ride simulation theaters will be sold.

     In order to preserve cash, the Company has been required to reduce
expenditures for capital projects (including new films), research and
development, and in its corporate infrastructure, any of which may have a
material adverse affect on the Company's future operations. Further reductions
in its cash balances could require the Company to make more significant cuts in
its operations, which would have a material adverse impact on its future
operations. There can be no assurance that the Company can achieve these
reductions over a short enough period of time in order to allow it to continue
as a going concern.


                                    Page 14
<PAGE>


RISK FACTORS

THERE IS DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

     We have experienced significant operating losses in the current and prior
years. In addition, we have been unable to pay all of our trade creditors and
certain other obligations in accordance with their terms and some of our
creditors have refused to provide further product or services except on a C.O.D.
basis. We expect that our liquidity will improve if our investment transaction
with the S. Kumars Group closes. In addition, we intend to improve liquidity in
other ways such as the continued monitoring and reduction of manufacturing,
facility and administrative costs including reduction of personnel; and the sale
of our portable ride simulation units. However, we cannot assure you that the
investment transaction will close timely, or at all, or that we will be able to
obtain alternative financing or be able to accomplish any or all of these
initiatives. If the investment transaction does not close, and we are not able
to obtain alternative financing, we could be forced to consider steps that would
protect our assets against our creditors.


WE HAVE A HISTORY OF LOSSES AND THERE CAN BE NO ASSURANCE THAT WE WILL BE ABLE
TO ACHIEVE PROFITABLE OPERATIONS IN FISCAL 2001.

     We have not been profitable in five of the last six years and have an
aggregate net loss for the last six years of $59.2 million. During the three
months ended September 30, 2000, we incurred a net loss of $1.2 million and for
the fiscal year ended June 30, 2000, we incurred a net loss of $22.5 million.
Because substantial portions of our expenses are fixed and our gross margin is
relatively low, achieving profitability depends upon our ability to generate and
sustain substantially higher revenues. Although we have implemented plans to
increase revenues and operating margin, we cannot assure you that we will be
able to do so and consequently we may experience additional losses in fiscal
2001. We expect that our cash on hand and short-term investments, together with
cash generated by operations, cannot sufficiently fund future operating losses
and capital requirements, and we have attempted to raise additional capital. We
have executed investment documents pursuant to which we will issue securities in
exchange for $4,000,000. The investment is subject to receipt of regulatory
approvals in India and other customary closing conditions. We cannot assure you
that this investment will close.

OUR COMMON SHARES HAVE BEEN DELISTED FROM THE NASDAQ STOCK MARKET.

     On November 1, 2000, we were notified by The Nasdaq Stock Market that we
did not meet the continued listing requirements of The Nasdaq Small Capital
Market and our common shares were delisted on the close of business on November
1, 2000. Our common stock currently is trading on the Over the Counter Bulletin
Board. It may be more difficult to raise additional debt or equity financing
while trading on the Over the Counter Bulletin Board.

WE DEPEND ON SINGLE OR LIMITED SUPPLIERS FOR CERTAIN OF OUR COMPONENTS AND IF
THESE SUPPLIERS ARE UNABLE TO PROVIDE THESE COMPONENTS, WE MAY EXPERIENCE DELAYS
IN PRODUCT SHIPMENT AND ADDITIONAL COSTS.

     We currently use only one or a limited number of suppliers for certain of
the components that we use in our theater systems. If our suppliers are unable
to deliver these components to us we may be unable to locate an alternate source
of these components, which would result in a material adverse effect on our
revenues, results of operations, liquidity and financial position. Our reliance
on a limited number of vendors involves many risks including:

     o    Shortages of certain key components;

     o    Delays in product shipment;

     o    Product performance shortfalls;


                                    Page 15
<PAGE>


     o    Additional costs associated with the purchase of the components from
          alternative suppliers; and

     o    Reduced control over delivery schedules, manufacturing capabilities,
          quality and costs;

     If any of our suppliers suffers business disruptions, financial
difficulties, or if there is any significant change in condition of our
relationship with the supplier, our costs of goods sold may increase or we may
be unable to obtain these key components for our products. In either event, our
revenues, results of operations, liquidity and financial condition would be
adversely affected. While we believe that we can obtain most of the components
necessary for our products from other manufacturers, any unanticipated change in
the source of our supplies, or unanticipated supply limitations, could adversely
affect our ability to meet our product orders.


IT IS POSSIBLE THAT OUR CURRENT FILM SOFTWARE MAY NOT SUSTAIN ITS POPULARITY AND
OUR NEW FILM SOFTWARE MAY NOT BECOME POPULAR.

     A substantial portion of our revenue is dependent upon the production and
distribution of entertainment film software for exhibition on our theatre
systems. Each production is an individual artistic work. We try to develop and
produce film software that will achieve high market acceptance. However, market
acceptance depends upon many factors beyond our control, including:

     o    audience reaction;

     o    competing programming;

     o    other forms of entertainment;

     o    perceived quality of programming.

     We cannot assure you that our film software will obtain market acceptance.
If our film software becomes less popular, we will most likely derive less
revenue from the license of our film library and from new hardware sales.

OUR COMPETITIVE POSITION IS DEPENDENT ON CONTINUING TO INVEST IN NEW FILM
PRODUCTIONS. IF WE ARE UNABLE TO DO SO, IT COULD HAVE A NEGATIVE IMPACT ON OUR
REVENUES.

     We believe that our extensive library of popular films is a competitive
advantage and that we must continue to add to this library if we are to be
successful. Film production is expensive. We generally spend $100,000 -
$2,000,000 to produce a film. Although we try to reduce the financial impact of
a new film by entering into licensing, participation or other financing
arrangements with third parties, prior to release we typically do not recoup our
costs until 2-3 years later. Even if we are able to reduce the costs of
production, we cannot assure you that the films we produce and acquire will be
popular. In addition, because our cash balances have continued to decline, we
have had to decrease the level of our investment in film software and this may
have an adverse impact on our revenues in future periods.

OUR PRINCIPAL COMPETITORS DEVOTE GREATER FINANCIAL, PERSONNEL AND MARKETING
RESOURCES TO THE DEVELOPMENT AND EXPANSION OF COMPETITIVE PRODUCTS.

     We face significant competition in each of the markets in which we operate.
Our principal direct competition for customers comes from manufacturers of
competing movie-based attractions, and in the case of amusement and theme parks,
manufacturers of traditional amusement park attractions. In addition, there is
also competition from systems integrators and some amusement and theme parks
developing and constructing their own attractions. We have significantly fewer
financial, technical, manufacturing, marketing and other resources than certain
of our competitors and these limited resources may harm our business in many
ways. Our competitors may leverage their greater resources to:


                                    Page 16
<PAGE>


     o    develop, manufacture and market products that are less expensive or
          technologically superior to our products;

     o    reach a wider array of potential customers through increased marketing
          and sales activities;

     o    attend more trade shows and spend more on advertising and marketing;

     o    operate at lower margins for longer periods;

     o    respond more quickly to new or changing technologies, customer
          requirements and standards; or

     o    reduce prices in order to preserve or gain market share.

     In addition, the out-of-home entertainment industry in general is
undergoing significant changes, primarily due to technological developments as
well as changing consumer tastes. Many companies are developing and are expected
to develop new entertainment products or concepts in response to these
developments that may be directly competitive with our products.

     We believe these competitive pressures are likely to continue. We cannot
guarantee that our resources will be sufficient to address this competition or
that we will manage costs and adopt strategies capable of effectively utilizing
our resources. If we are unable to respond to competitive pressures
successfully, our prices and profit margins may fall and our market share may
decrease.

OUR FUTURE SUCCESS WILL DEPEND IN PART UPON OUR ABILITY TO ANTICIPATE CHANGES IN
TECHNOLOGY AND DEVELOP NEW AND ENHANCED PRODUCTS ON A TIMELY AND COST-EFFECTIVE
BASIS.

     We operate in a technology-driven segment of the entertainment industry.
Consequently, it is important for us to develop new and enhanced products in
response to technological changes. Risks inherent in the development and
introduction of new products include:

     o    difficulty in forecasting customer demand accurately;

     o    our inability to expand capacity fast enough to meet customer demand;

     o    the possibility that new products may cannibalize current products;

     o    delays or interruptions in the manufacture and installation of new
          products;

     o    competitors' responses to our introduction of new products;

     o    the desire by customers to evaluate new products for longer periods of
          time before making a purchase decision; and

     o    the possibility the market may reject certain new technology and
          products.

     If we are unable, for technological or other reasons, to develop products
in a timely manner or the products or product enhancements that we develop do
not achieve market acceptance, our business could be harmed.


                                    Page 17
<PAGE>


A SIGNIFICANT PORTION OF OUR SALES AND CUSTOMERS ARE LOCATED OUTSIDE THE UNITED
STATES. CURRENCY FLUCTUATIONS AND THE INCREASED COSTS ASSOCIATED WITH
INTERNATIONAL SALES COULD MAKE OUR PRODUCTS UNAFFORDABLE IN FOREIGN MARKETS,
WHICH COULD REDUCE OUR PROFITABILITY.

     Sales to customers outside the United States accounted for approximately
46%, 56%, 70% and 65% of our revenues in fiscal 1998, 1999 and 2000, and the
three months ended September 30, 2000, respectively. We believe that
international sales will continue to represent a significant portion of our
total sales. Our foreign sales subject us to a number of risks including:

     o    although we denominate our international sales in U.S. dollars,
          currency fluctuations could make our products unaffordable to foreign
          purchasers or more expensive compared to those of foreign
          manufacturers;

     o    greater difficulty of administering business overseas may increase the
          costs of foreign sales and support;

     o    foreign governments may impose tariffs, quotas and taxes on our
          products;

     o    longer payment cycles typically associated with international sales
          and potential difficulties in collecting accounts receivable may
          reduce the profitability of foreign sales;

     o    political and economic instability may reduce demand for our products
          or our ability to market our products;

     o    restrictions on the export or import of technology may reduce or
          eliminate our ability to sell in certain markets; and

     o    although we have met certain international manufacturing standards,
          our lack of ISO 9000 certification, a widely accepted method of
          establishing and certifying the technical characteristics and quality
          of our products, may hinder our foreign sales.

     These risks may increase our costs of doing business internationally and
reduce our sales or profitability.

WE ARE DEPENDENT ON THE STRENGTH OF THE NATIONAL AND INTERNATIONAL ECONOMIES.
RECESSIONARY OR DEFLATIONARY CONDITIONS IN ANY OF OUR PRINCIPAL MARKETS COULD
REDUCE OUR SALES AND PROFITABILITY.

     Our revenues and profitability are dependent on the strength of the
national and international economies. In a recessionary or deflationary
environment, sales of our products may be adversely affected.

     Theme parks and other out-of-home entertainment venues may also experience
a downturn in sales which could reduce the funds available for capital
improvements and film licensing, resulting in price and other concessions and
discounts by us in order to maintain sales activity.

OUR QUARTERLY REVENUES AND OPERATING RESULTS ARE DIFFICULT TO FORECAST. IF
REVENUES AND OPERATING RESULTS FLUCTUATE UNEXPECTEDLY FROM QUARTER TO QUARTER,
OUR STOCK PRICES MAY FLUCTUATE.

     Our quarterly revenues and operating results are difficult to forecast. As
a result, we believe that the period-to-period comparisons for operating results
are not necessarily reliable indicators of our future performance. A variety of
factors may affect our operating results, including factors that are outside our
control. These factors include the following:

     o    the size and timing of customer orders;

     o    the timing, introduction or enhancement of products by us or our
          competitors;

     o    the timing and level of our operating expenses.


                                    Page 18
<PAGE>


     Any unanticipated change in operating results may cause our stock prices to
fluctuate since such changes reflect new information for investors and analysts.
New information causes investors and analysts to revalue our stock and this in
the aggregate could cause our stock price to fluctuate.

OUR CUSTOMERS HAVE THE RIGHT TO TERMINATE THEIR CONTRACTS WITH US IN CERTAIN
CIRCUMSTANCES, WHICH CAN HAVE AN ADVERSE EFFECT ON OUR CASH FLOW.

     Our hardware sales contracts typically provide that the customer may
terminate our contract prior to delivery. However, a customer canceling its
contract is obligated to pay to us a cancellation fee equal to the costs
committed or incurred plus 20%. Customers typically pay a deposit upon execution
of a contract. If a customer cancels a contract and the amount of the deposit
exceeds the cancellation fee, we are contractually obligated to refund the
excess to the customer. In the event of a large refund, we could experience a
negative impact on cash flow.

IF WE ARE SUED ON A PRODUCT LIABILITY CLAIM, OUR INSURANCE POLICIES MAY NOT BE
SUFFICIENT.

     Although we maintain general liability insurance and product liability
insurance, our insurance may not cover all potential types of product liability
claims to which manufacturers are exposed or may not be adequate to indemnify us
for all liability that may be imposed. Any imposition of liability that is not
covered by insurance or is in excess of our insurance coverage could harm our
business.

IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS ADEQUATELY, THE
ADVANTAGES OF OUR RESEARCH, MANUFACTURING AND DISTRIBUTION SYSTEMS MAY BE
REDUCED AS COMPETITORS ADOPT SOME OR ALL OF THESE TECHNIQUES.

     Since our business depends in part on intellectual property rights, our
ability to compete effectively depends in part on our ability to develop and
maintain proprietary aspects of our technology in creative works. We currently
hold several patents on the design elements of our products and also rely on a
combination of trademark, trade secret, copyright and other intellectual
property laws to protect our proprietary rights. Such rights, however, may not
preclude competitors from developing products that are essentially equivalent or
superior to ours. In addition, many aspects of our product are not subject to
intellectual property protection and therefore may be reproduced by our
competitors.

INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS AGAINST US COULD BE TIME CONSUMING AND
EXPENSIVE TO DEFEND AND MAY HARM OUR BUSINESS.

     In recent years there has been significant litigation in the United States
involving patents and other intellectual property rights. While we currently are
not engaged in any material intellectual property litigation or proceedings, we
may become involved in the future. An adverse outcome of litigation could force
us to do one or more of the following:

     o    stop selling, incorporating or using our products for services that
          use the challenged intellectual property;

     o    subject us to significant liabilities to third parties;

     o    obtain from the owners of the infringed intellectual property right a
          license to sell or use the relevant technology, which license may not
          be available on reasonable terms or at all; or

     o    redesign those products and services that use such technology, which
          redesign may be either economically or technologically infeasible.

     Whether or not an intellectual property litigation claim is valid, the cost
of responding to it, in terms of legal fees and expenses and the diversion of
management resources, could harm our business.


                                    Page 19
<PAGE>


THE ABILITY OF OUR BOARD OF DIRECTORS TO ISSUE PREFERRED STOCK AND OUR
STOCKHOLDER RIGHTS PLAN MAY MAKE TAKEOVER ATTEMPTS DIFFICULT OR IMPOSSIBLE.

     Our Board of Directors has the authority, without any action of the
shareholders, to issue up to one million shares of Preferred Stock and to fix
the rights and preferences of those shares. In addition, we have in place a
Stockholder Rights Plan. The ability of our Board to issue Preferred Stock and
the existence of the Stockholder Rights Plan may have the effect of delaying,
deferring or preventing a change of control, may discourage bids for our common
stock at a premium over its market price and may adversely affect the market
price, and the voting and rights of the holders of our Common Stock.


PART II - OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          a.   EXHIBITS:

               (i)  Exhibit 27.1. Financial Data Schedule.

          b.   REPORTS ON FORM 8-K FILED DURING THE QUARTER ENDED
               SEPTEMBER 30, 2000

               None


                                    Page 20
<PAGE>


                                   SIGNATURES


Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has caused this report to be signed on its behalf by
the undersigned thereunto duly authorized, in the city of Burbank, State of
California on the 13th day of November, 2000.



                           IWERKS ENTERTAINMENT, INC.
                                  (Registrant)


                             By: /S/ JEFFREY M. DAHL
                                 -------------------
                              Senior Vice President
                             Chief Financial Officer
                           (Principal Finance Officer)


                                By: /S/ DEB WISE
                                    -------------
                           Vice President / Controller
                         (Principal Accounting Officer)


DATE: NOVEMBER 13, 2000


                                    Page 21