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Acclaim Entertainment Inc – ‘S-3’ on 6/2/95

As of: Friday, 6/2/95 · Accession #: 889812-95-288 · File #: 33-59819

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/02/95  Acclaim Entertainment Inc         S-3                    1:61K                                    Global Fin’l Press/NY/FA

Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement                                25±   111K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Acclaim Available Information Common Stock Company, The Exhibits Experts Incorporation of Certain Documents by Reference Indemnification of Directors and Officers Legal Matters Optionholders; Exercise of Options Other Expenses of Issuance and Distribution Plan of Distribution Registration Statement Selling Stockholders The Company Undertakings Use of Proceeds
1	1st Page - Filing Submission
"	Common Stock
"	Available Information
"	Incorporation of Certain Documents by Reference
"	The Company
"	Optionholders; Exercise of Options
"	Use of Proceeds
"	Selling Stockholders
"	Plan of Distribution
"	Legal Matters
"	Experts
"	Acclaim
"	Item 14. Other Expenses of Issuance and Distribution
"	Item 15. Indemnification of Directors and Officers
"	Item 16. Exhibits
"	Registration Statement
"	Item 17. Undertakings

As filed with the Securities and Exchange Commission on June 2, 1995
Registration No. 33-
--------

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM S-3
Registration Statement
Under
The Securities Act of 1933

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

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

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

Delaware 38-2698904
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)

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

One Acclaim Plaza
Glen Cove, New York 11542
(516) 656-5000
(Address and telephone number of registrant's principal executive offices)

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

Gregory E. Fischbach Copy to:
Chief Executive Officer Eric M. Lerner, Esq.
Acclaim Entertainment, Inc. Rosenman & Colin
One Acclaim Plaza 575 Madison Avenue
Glen Cove, New York 11542 New York, New York 10022
(516) 656-5000 Telephone: (212) 940-7157
----------------------------
(Name, address and telephone
number of agent for service)

Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box [ ]

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

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

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

CALCULATION OF REGISTRATION FEE

[Enlarge/Download Table]

Proposed Proposed
Title of shares Amount to be maximum aggregate maximum aggregate Amount of
to be registered registered price per share1 offering price2 registration fee

Common stock,
par value $0.02
per share...... 1,165,837 shares $3.9167 to $16.50 $19,236,310.50 $6,634.00

1 Of the 1,165,837 shares registered hereunder, 833,337 shares are to be
offered from time to time by certain selling stockholders based upon
prevailing market prices. Of the remaining 332,500 shares to be offered by
the Company, 7,500 shares are to be offered at $3.9167 per share, 268,750
shares are to be offered at $13.25 per share and 56,250 shares are to be
offered at $16.00 per share.

[cover page continued]

2 Estimated pursuant to Rule 457(c) promulgated under the Securities Act of
1933, solely for the purpose of determining the registration fee, based on
the average of high and low prices of the Common Stock as quoted on The
NASDAQ Stock Market on May 30, 1995.

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

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.

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

Subject to Completion
dated June 2, 1995

PROSPECTUS

1,165,837 Shares

ACCLAIM ENTERTAINMENT, INC.

Common Stock

Of the 1,165,837 shares of common stock, par value $0.02 per share (the
"Common Stock"), of Acclaim Entertainment, Inc. (the "Company") covered by this
Prospectus, up to 332,500 shares (the "Option Shares") of Common Stock are
deliverable by the Company from time to time upon the exercise of outstanding
options and warrants (the "Options") granted to certain sales representatives
and agents of and consultants to the Company. The Options entitle the holders
thereof to purchase the Option Shares at purchase prices ranging from $3.9167 to
$16.00 per share. See "Optionholders; Exercise of Options." The proceeds of
any such exercise will be added to the Company's working capital.

The remaining 833,337 shares (the "Resale Shares") of Common Stock are
being offered and sold by the selling stockholders (the "Selling Stockholders")
named herein. The Resale Shares were originally issued by the Company to the
Selling Stockholders in a privately-negotiated transaction. See "Selling
Stockholders" and "Plan of Distribution."

The Company will not receive any proceeds from the sale of shares by the
Selling Stockholders. The Company has been advised by the Selling Stockholders
that they may from time to time sell all or a portion of the Resale Shares on
The NASDAQ Stock Market, in negotiated transactions or otherwise, at prices then
prevailing or related to the then current market price or in private
transactions at negotiated prices and on terms to be determined at the time of
sale. The Resale Shares may be sold directly, through an underwritten offering,
through agents designated from time to time or to or through broker-dealers
designated from time to time. To the extent required, the number of Resale
Shares to be sold, the purchase price, the public offering price, if applicable,
the name of any such agent or broker-dealer, and any applicable commissions,
discounts or other items constituting compensation to such underwriters, agents
or broker-dealers with respect to a particular offering will be set forth in a
supplement or supplements to this Prospectus. The Selling Stockholders may also
sell all or a portion of the Resale Shares pursuant to Rule 144 promulgated
under the Securities Act of 1933 (the "Securities Act"), to the extent that such
sales may be made in compliance with such Rule. See "Plan of Distribution."
The Company knows of no selling arrangement between any underwriter, agent or
broker-dealer and the Selling Stockholders.

The Selling Stockholders and any broker-dealers or agents who participate
with the Selling Stockholders in the distribution of any Resale Shares may be
deemed to be "underwriters" as such term is defined under the Securities Act and
any discount or commission received by them and any profit on the sale of the
Resale Shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.

The Selling Stockholders have agreed to indemnify the Company, and the
Company has agreed to indemnify the Selling Stockholders, against certain
liabilities, including liabilities under the Securities Act of 1933. See "Plan
of Distribution" for a description of this agreement and other arrangements
between the Company and the Selling Stockholders. Expenses of this offering
(excluding legal fees incurred by the Selling Stockholders, which will be borne
in full by them), estimated at $25,000, will be paid by the Company.

The Common Stock is traded on The NASDAQ Stock Market National Market under
the symbol "AKLM." On June 1, 1995, the last reported sale price of the Common
Stock was $16.8125 per share.

The offering is subject to withdrawal and cancellation at any time, without
notice.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
---------------------------------------------------

The date of this Prospectus is June , 1995.

Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Such
reports and other information can be inspected and copied at the
public reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the Commission's regional offices at 7 World Trade
Center, 13th floor, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.

The Company has filed with the Commission a registration
statement on Form S-3 (herein, together with all amendments and
exhibits, referred to as the "Registration Statement") under the
Securities Act of 1933 (the "Securities Act") with respect to the
registration of the securities offered hereby. This Prospectus
does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission.
Statements contained herein concerning the contents of any
documents are not necessarily complete and, in each instance,
reference is made to the copy of such document filed as an
exhibit to the Registration Statement. Each such statement is
qualified in its entirety by such reference. The Registration
Statement, as well as items of information omitted from this
Prospectus but contained in the Registration Statement and
reports and other information filed by the Company, may be
inspected without charge at the public reference facilities
referred to above and copies of all or any part thereof may be
obtained from the Commission upon request and payment of the
prescribed fee.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the
Commission pursuant to the Exchange Act are incorporated herein
by reference:

(a) The Company's Annual Report on Form 10-K for the fiscal
year ended August 31, 1994, filed on November 28, 1994 (File
No. 0-16986) (the "Form 10-K");

(b) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended November 30, 1994, filed on January 13,
1995 (File No. 0-16986);

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(c) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended February 28, 1995, filed on April 10,
1995 (File No. 0-16986);

(d) The Company's Current Report on Form 8-K filed on March
31, 1995 (File No. 0-16986);

(e) The Company's Proxy Statement relating to the Annual
Meeting of its stockholders held on January 31, 1995, filed
on January 3, 1995 (File No. 0-16986); and

(f) The information in respect of the Common Stock under
the caption "Description of Registrant's Securities to be
Registered" contained in the Registration Statement on Form
8-A, filed on June 8, 1988 (File No. 0-16986), as amended by
the Current Report on Form 8-K, filed on August 25, 1989
(File No. 33-9460-C), relating to the one-for-two reverse
stock split effected by the Company.

All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the shares described herein shall
be deemed to be incorporated by reference into this Prospectus
and to be a part hereof from the respective dates of the filings
of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained
herein or in any subsequently filed document which also is or is
deemed to be incorporated herein by reference modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

The Company undertakes to provide, without charge, to each
person, including any beneficial owner, to whom this Prospectus
is delivered, upon the written or oral request of such person, a
copy of any and all of the documents incorporated herein by
reference (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference herein).
Requests for such documents should be directed to the Secretary,
Acclaim Entertainment, Inc., One Acclaim Plaza, Glen Cove, New
York 11542. Telephone requests for such copies should be
directed to the Secretary at (516) 656-5000.

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THE COMPANY

Acclaim Entertainment, Inc. (hereinafter, "Acclaim"),
together with its subsidiaries (Acclaim and its subsidiaries are
collectively hereinafter referred to as the "Company"), is an
entertainment publisher which engages in or plans to engage in
(i) the publication of interactive entertainment software for use
with interactive entertainment hardware platforms; (ii) the
development and publication of comic books, which commenced in
July 1994 through the acquisition of Acclaim Comics, Inc.,
formerly Voyager Communications Inc.; (iii) the marketing of its
motion capture technology and studio services, which commenced in
the first quarter of fiscal 1995; (iv) the distribution of
coin-operated arcade games, which is anticipated to commence in fiscal
1996 (and, with respect to redemption games, will commence upon
the consummation of the proposed merger of a wholly-owned
subsidiary of the Company with and into Lazer-Tron Corporation);
(v) the distribution of Software for affiliated labels, which
commenced in the first quarter of fiscal 1995; and (vi) the
electronic distribution of interactive entertainment through the
partnership established in October 1994 between a subsidiary of
the Company and a subsidiary of Tele-Communications, Inc. To
date, the Company's principal business has been as a leading
publisher of Software for dedicated interactive entertainment
hardware platforms ("Entertainment Platforms").

The Company had net revenues of $214.6 million, $327.1
million, $480.8 million and $318.4 million for the fiscal years
ended August 31, 1992, 1993 and 1994, and for the six months
ended February 28, 1995, respectively, and net income of $13.8
million, $28.1 million, $45.1 million and $29.2 million for the
fiscal years ended August 31, 1992, 1993 and 1994, for the six
months ended February 28, 1995, respectively.

A Delaware corporation, Acclaim was founded in 1987 and has
overseas operations in Japan, Canada, France, Germany, Spain and
the United Kingdom. Acclaim's executive offices are located at
One Acclaim Plaza, Glen Cove, New York 11542-2708 and its
telephone number is (516) 656-5000.

Products

The Company attempts to produce families of high quality
products and address a wide range of interactive entertainment
categories, such as puzzle, sports, action/adventure and fantasy,
based on the Company's intellectual properties (the
"Properties"). The Company intends to continue its strategy for
maximizing the revenue generated from each of its Properties by
publishing Software titles for use on multiple hardware platforms
and creating successive Software products using the same
Properties in order to form the basis for families of products

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which can capitalize upon the exposure and name recognition
associated with the Properties. For example, the Company has
released at least one product each year based on World Wrestling
Federation ("WWF") characters since 1988 resulting in a total of
17 products to date. A similar strategy has been utilized with
The Simpsons and NBA Properties. The Company's strategy is to
continue to use recognizable personalties and icons, generally
obtained through licenses from the owners of these intellectual
properties, to market its Software. To date, the Company has
obtained licenses from a variety of sources for properties such
as The Simpsons (television), Batman Forever (motion picture),
NFL Quarterback Club, World Wrestling Federation (sports), Mortal
Kombat (arcade games), and Spiderman (comics).

Marketing

The Company attempts to release Software simultaneously
across a series of hardware platforms. As the Company releases
families of titles for multiple platforms, it is able to take
advantage of cross-merchandising opportunities and benefit from
marketing economies of scale. Promotional activities can become
more efficiently focused on the particular intellectual property
theme available in several configurations for multiple hardware
systems. The Company markets its Software primarily to mass
merchandise companies, large retail toy store chains, department
stores and specialty stores. The Software is also sold, to a
lesser extent, to wholesale distributors. The target customers
for the Company's products are primarily males aged 11 to 21. In
selecting an existing game or a new concept for development and
distribution, the Company's management seeks products it believes
will appeal to the imagination of its target customers and
develops a packaging concept and advertising strategy consistent
with the product's theme to attract that customer. The Company
supports its products with advertisements, both on television and
in print, promotions and public relations. For its major multi-platform
releases, the Company creates marketing events through
pre-release promotions and point-of-sale materials. These events
are similar to promotional concepts utilized in the film and
record industries.

Acclaim Comics has created a superhero and action/adventure
comic book series based on characters who co-exist in the
"VALIANT" Universe. The "VALIANT" Universe concept permits
Acclaim Comics to use the popularity of its characters to
introduce a new character in an existing comic or to develop more
fully an existing but relatively unknown character.

Distribution and Operations

The Company distributes its Software through independent
sales representatives in the United States to reach over 20,000

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store locations. The Company also distributes its Software
products directly to retail in France, Germany, Spain and the
United Kingdom utilizing independent sales representatives. For
Software sales in the other European markets, the Company uses
national distributors. The Company also sells and distributes
directly in Japan and Canada. The Company's Software is
available in over 50 countries and in over 50,000 stores
worldwide.

The Company's comic books are distributed through
independent distributors to the comic book direct market, which
consists of comic book specialty stores and mail order comic book
dealers, in the United States.

The Company seeks to manage its operations to achieve a
relatively low fixed-cost structure and provide maximum
operational flexibility. The Company's strategic alliances with
independent developments teams for Software products, its use of
subcontractors to manufacture its Software products, its royalty
based compensation of comic book artists and its use of
independent sales representatives contribute to increasing the
Company's variable costs and minimizing its fixed overhead.
Similarly, the Company utilizes the services of outside warehouse
and distribution facilities on a territory-by-territory basis.
However, as the Company continues to grow, it may become cost
efficient or strategically advantageous for the Company to
perform some or all of these functions itself. Accordingly, in
January 1995, the Company completed the acquisition of Iguana
Entertainment, Incorporated ("Iguana USA"), a developer of software
products. The Company maintains a computer network, which allows
for the electronic transmission of information among its various
offices and utilizes electronic data interchange with its major
domestic customers.

In June 1993, the Company launched Acclaim Distribution,
Inc., a wholly-owned subsidiary to handle distribution of its
labels as well as affiliated labels. The Company commenced
shipping products for its first affiliated label, Digital
Pictures, Inc. ("Digital Pictures"), in the first quarter of
fiscal 1995.

Technology

The engineering staff within the Company's Advanced
Technologies Group ("ATG") provides technical support and
programming tools to enhance game play and product quality. With
the advancement of CD-ROM technology, ATG's activities have
expanded to include the development of a new animation creation
process and designing tools for use in programming Software for
CD-ROM or cartridge-based platforms utilizing 32- or 64-bit
processors. In September 1994, the Company completed the

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construction of its "motion capture" studio for the application
of its animation technology. In addition to the use of this
technology in its own Software, the Company intends to market its
motion capture technology and sell its studio services for use in
other entertainment media. In December 1994, pursuant to an
agreement with Warner Bros., Warner Bros. utilized the Company's
motion capture technology and studio services to create certain
of the special effects for Batman Forever, which is expected to
be released in the summer of 1995. No assurance can be given
that the Company will be successful in marketing its technology
and selling its studio services and, even if it were successful,
that revenues generated therefrom will be material.

In July 1994, the Company established Acclaim Coin-Operated
Entertainment, Inc., a wholly-owned subsidiary based in
California, for the creation and distribution of stand-alone
coin-operated games. The subsidiary is currently in the start-up
phase and anticipates shipping its first game, Batman Forever, in
fiscal 1996. It is the Company's current intention to release,
commencing in fiscal 1996, between three to four coin-operated
games per year. The successful creation and marketing of such
games will be dependent, in large part, on the Company's ability
to hire and retain developers for the creation of, and to license
or create properties for use in, coin-operated games which
achieve widespread market acceptance. There can be no assurance
that the Company will be successful in creating and marketing
coin-operated games or that any revenues derived by the Company
from the sale of such games will be material.

On October 19, 1994, Acclaim Cable Holdings, Inc., a wholly-owned
subsidiary of the Company, entered into a Partnership
Agreement with TCI GameCo Ventures, Inc., an indirect wholly-owned
subsidiary of TCI, for the creation of a Delaware limited partnership
(the "Joint Venture"), the interests in which are indirectly held 65%
by the Company and 35% by TCI. The principal purposes of the Joint
Venture are to develop and acquire (including by purchase or license),
entertainment software for interactive networks, as well as to promote
a standard for broadband network gaming to be incorporated into
advanced set-top boxes.

On March 22, 1995, Acclaim entered into an Agreement and
Plan of Merger with Lazer-Tron Corporation ("Lazer-Tron") pursuant to
which Acclaim agreed to acquire Lazer-Tron through the merger (the "Merger") of
Acclaim Arcade Holdings, Inc., a wholly owned subsidiary of Acclaim,
with and into Lazer-Tron. Lazer-Tron designs, develops, manufactures
and markets coin- and token-operated redemption games for use in
family entertainment centers and other entertainment venues. As a
result of the Merger, Lazer-Tron will be the surviving corporation and
will become a wholly-owned subsidiary of Acclaim.

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The Merger is currently anticipated to be consummated in the
summer of 1995, subject to the satisfaction of various conditions
including receipt of certain third party consents and the
approval of Lazer-Tron's shareholders. Acclaim intends to
account for the transaction as a pooling of interests.

Interactive Entertainment Industry

The interactive entertainment industry is characterized by
rapid technological change, resulting in hardware platform and
related Software product cycles. No single hardware platform or
system has achieved long-term dominance. The Company's strategy
is to publish Software for the hardware platforms that currently
dominate the market and to develop Software for the hardware
platforms that the Company believes will become dominant in the
future, rather than to be the first Software publisher for an
emerging hardware platform; in order to promote its strategic
relationships, however, the Company may from time to time publish
Software for a hardware platform before it attains mass market
appeal. The Company's revenues have traditionally been derived
from sales of Software for the then dominant platforms.
Accordingly, the Company's revenues are subject to fluctuation
during transition periods when new hardware platforms have been
introduced but none has achieved mass market acceptance or become
dominant.

From inception through fiscal 1991, substantially all of the
Company's revenues were derived from sales of Software for the
8-bit Nintendo Entertainment System ("NES"). Although the Company
commenced the publication of Software for Game Boy, the portable
system marketed by Nintendo Co., Ltd. (Japan) (Nintendo along
with its subsidiary, Nintendo of America, Inc., are collectively
hereinafter referred to as "Nintendo"), in fiscal 1990, for the
Super Nintendo Entertainment System ("SNES") in fiscal 1991 and
for Genesis and Game Gear, the 16-bit dedicated and portable
hardware systems, respectively, marketed by Sega Enterprises Ltd.
("Sega") in fiscal 1992, the Company did not derive significant
revenues from the sale of portable or 16-bit Software until
fiscal 1992. The 16-bit systems are more sophisticated than the
8-bit systems, producing faster and more complex images with more
lifelike animation and better sound effects and, by 1993, had
replaced the 8-bit Entertainment Platform as the dominant
Entertainment Platform. In fiscal 1994, most of the Company's
revenues were derived from sales of Software for the 16-bit SNES
and Genesis systems. The Company anticipates that most of its
revenues in fiscal 1995 will be derived from sales of Software
for the 16-bit Entertainment Platforms.

The Company anticipates that the interactive entertainment
industry will undergo significant changes in both the short- and
long-term future due, in large part, to the introduction of the

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next generation of Entertainment Platforms incorporating 32- and
64-bit processors, as well as the success of personal
computer/compact disk systems ("PC CD Systems"), the development
of remote and electronic delivery systems and the entry and
participation of new companies in the industry. The new hardware
platforms may use read-only memory ("ROM") cartridges, compact
disk ("CD"), flash memory and/or other technologies as the
dominant software storage device. Additional CD platforms,
including personal computer systems for which Software products
are published, are currently marketed by Philips, Sega,
Commodore, Apple, IBM, IBM-compatible manufacturers and The 3DO
Company. Atari launched Jaguar, its 64-bit cartridge-based
system, in November 1993 and Sega launched 32X, its 32-bit
cartridge-based attachment for its 16-bit Genesis system, in
November 1994. Sega and Sony launched their 32-bit CD-based
systems in Japan in November 1994 and Sega has shipped limited
quantities of its system in the United States commencing in May
1994. Sony Corporation has announced plans to release its new
32-bit CD-based system in the United States in September 1995 and
Nintendo has announced plans to release a new 64-bit ROM-cartridge
based system in the United States in 1996.

The Company believes that sales of new 16-bit hardware
systems peaked in calendar 1993. Based on historical industry
cycles, management believes that 16-bit Software sales peaked in
calendar 1994 (the year following the peak year for hardware
sales). The Company as well as industry analysts anticipate,
based on Software sales information for calendar year 1994 and
the continuing decline in 16-bit hardware sales, that the market
for 16-bit Software will decline in calendar 1995.

Although the Company believes that hardware incorporating
32- and 64-bit processors will become the dominant Entertainment
Platforms in the interactive entertainment industry over the next
few years, the Company is unable to predict which, if any, of the
newly introduced or announced platforms will achieve commercial
success or the timing thereof or their impact on the industry.
No assurance can be given that the Company will correctly
identify the systems with such potential or be successful in
publishing Software for such platforms and systems. The
uncertainty associated with the transition from 16-bit cartridge-based
Entertainment Platforms to the next generation
Entertainment Platforms decreases the Company's ability to
predict with any certainty its results of operations and
profitability during this transition phase.

Historically, management believed that the floppy and
personal computer market was characterized by (i) numerous
hardware and software incompatibilities; (ii) high price points
for multimedia PC hardware; (iii) a large number of software
titles; and (iv) technological limitations of the hardware

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systems for gaming as compared to the Entertainment Platforms.
Accordingly, the Company participated in this category through
distribution agreements which, in the opinion of management,
provided the greatest return on the investment of time and effort
needed to service a fragmented market. However, based on
management's belief that this category now has sufficient mass
market penetration to warrant publishing Software directly, and
due to technological advancements incorporated in the newer PC CD
Systems and the higher gross margins realized by publishers of
Software for this category, in the second quarter of fiscal 1995,
the Company commenced marketing Software for PC CD Systems.

The Company commenced the development and sale of Software
for the Sega CD system in fiscal 1994 and for Sega's 32X in the
second quarter of fiscal 1995. The Company has announced that it
is developing Software for Sega's Saturn system, Nintendo's Ultra
64 system and Sony's CD-based PSX, formerly known as "Play
Station". However, management believes that the installed base
of the new generation of Entertainment Platforms will not rival
the current installed base of 16-bit Entertainment Platforms in
the near-term. As a result, the sales growth of Software for
these new Entertainment Platforms and PC CD Systems may not
offset the decline in sales of Software for the 16-bit
Entertainment Platforms in this calendar year and, as a result,
overall industry growth rates may decline in the near-term.

Based on the decline of the 16-bit hardware market and the
related slowdown in retail sell-through of 16-bit Software on an
industry-wide basis, management believes that retailers, in order
to reduce inventory levels, may reduce purchases of the Company's
16-bit Software in the next several fiscal quarters as compared
to prior fiscal quarters. Any such reduction in retail
purchasing, to the extent not offset by growth in Software sales
for the new Entertainment Platforms and PC CD Systems, would
decrease the Company's rate of growth as discussed below. As
retail sell-through of 16-bit Software continues to slow down,
this may result in a build-up of retail inventory which, in turn,
may force the Company to liquidate excess inventory levels at
retail by offering price protection and other concessions to its
customers in future periods. As the transition to the next
generation of Entertainment Platforms continues and as new
Entertainment Platforms achieve market acceptance, the risk of
returns of the Company's 16-bit Software titles has increased and
will continue to increase. Although management believes that it
has adequate reserves for such concessions and returns, no
assurance can be given that future price protection, returns and
other similar concessions will not exceed such reserves. In
addition, the Company has incurred and expects to continue to
incur higher marketing expenses in connection with the sale of
16-bit Software, which higher expenses may adversely affect the
Company's profitability.

-10-

Due in part to the decline of the market for Software for
16-bit Entertainment Platforms in 1995 and the related transition
to the next generation of Entertainment Platforms, the Company
believes that it will experience a lower rate of growth in fiscal
1995 and fiscal 1996 as compared to fiscal 1994, and a materially
lower rate of growth, if any, in the third and fourth quarters of
fiscal 1995 as compared to the first and second quarters of
fiscal 1995.

The release of individual "hit" Software titles or families
of titles can significantly affect revenues. Historically, "hit"
titles or families of titles have accounted for significant
portions of the Company's gross revenues during particular
periods. In prior periods, the Simpsons family of titles and the
WWF family of titles have accounted for significant portions of
the Company's gross revenues. Continuing this historic pattern,
in the quarter ended February 28, 1994, the NBA Jam family of
titles accounted for a significant portion of the Company's gross
revenues and in the quarter ended February 28, 1995, the NBA Jam
Tournament Edition family of titles accounted for a significant
portion of the Company's gross revenues. In the six months ended
February 28, 1994, each of the Mortal Kombat and NBA Jam family
of titles accounted for a significant portion of the Company's
gross revenues and in the six months ended February 28, 1995,
each of the Mortal Kombat II and NBA Jam Tournament Edition
family of titles accounted for a significant portion of the
Company's gross revenues.

The timing of the release of Software titles can cause
quarterly revenue and earnings fluctuations. A significant
portion of the Company's revenues in any quarter is generally
derived from Software titles or families of titles first shipped
in that quarter. Product development schedules are difficult to
predict due in large part to the difficulty of scheduling
accurately the creative process and, with respect to Software for
new hardware platforms, the use of new development tools for new
platforms and the learning process associated with development
for new technologies including the Company's own motion capture
and related technologies. As the industry trend toward more
sophisticated Entertainment Platforms continues, the related
Software products frequently include more original, creative
content and are more complex to develop and, accordingly, cause
additional development and scheduling risk. As a result, the
Company's quarterly results of operations are difficult to
predict and the failure to meet product development schedules or
even minor delays in product deliveries could cause a shortfall
in shipments in any given quarter, which could cause the results
of operations and net income for such quarter to fall
significantly below anticipated levels.

-11-

The Company's ability to sustain its current results of
operations and profitability and to generate sales growth in the

future will be dependent in large part on (i) the Company's
ability to identify, develop and publish "hit" Software titles
for the hardware platforms that are viable in the mass market,
(ii) the growth of the interactive entertainment Software market
and (iii) the Company's ability to develop and generate revenues
from its other entertainment operations. In addition, the
Company has incurred and expects to continue to incur increased
research and development as well as general and administrative
expenses in connection with the start-up of its new business
operations (e.g., coin-operated games). If the Company is not
successful in generating revenues from these new businesses, its
profitability will be adversely affected.

OPTIONHOLDERS; EXERCISE OF OPTIONS

The Option Shares covered by this Prospectus are issuable by
the Company upon exercise of various Options granted by the
Company to certain sales representatives, agents and consultants.
The following sets forth certain information in respect of the
Options held by each optionholder:

Acclaim granted options to purchase up to 11,250 shares in
July 1992 to a former agent of Arena Entertainment, Inc., a
wholly-owned subsidiary of Acclaim, the issuance of 3,750 of
which shares has been previously registered by Acclaim under the
Securities Act. Acclaim is registering the issuance of the
remaining 7,500 shares issuable upon exercise of certain of the
Options. Such Options are exercisable in whole or in no more
than three equal installments at any time after October 8, 1992
at a purchase price of $3.9167 per share and, if not exercised in
full prior thereto, expire in July 1997.

Acclaim granted options to purchase up to 75,000 shares in
May 1993 to a consultant, the issuance of which shares is being
registered hereby. One quarter of such Options became
exercisable on the date of grant at an exercise price of $13.00
per share and the remaining Options are exercisable in equal
installments commencing on the first, second and third
anniversaries of the date of grant of such Options at an exercise
price of $16.00 per share. These Options expire in May 1998, if
not exercised in full prior thereto.

In April 1994, Acclaim granted the remaining Options to
purchase 250,000 shares, which are registered hereby, to various
independent sales representatives in conjunction with the
execution of sales representation agreements with such
representatives. These Options are generally exercisable in
thirds commencing on the first anniversary of the date of grant

-12-

at an exercise price of $13.50 per share and, if not exercised in
full prior thereto, expire in April 2004.

The holders of the Options may exercise the Options by
delivering to the Company written notice of exercise, specifying
the number of Options being exercised, and by making payment of
the price for the Options being exercised, in cash or by
certified or bank check payable to the Company or by wire
transfer to the Company.

USE OF PROCEEDS

The net proceeds received by the Company upon the issuance
of the Option Shares will be used to increase working capital.
The Company will not receive any proceeds from the sale of any
Resale Shares by the Selling Stockholders.

SELLING STOCKHOLDERS

The Resale Shares covered by this Prospectus were acquired
by Jeffrey Spangenberg, Nigel Cook, Cyrus Lum, Matthew
Stubbington, Darrin Stubbington, Craig Galley, James Moon, Peter
Suarez, Beth Spangenberg, Darren Falcus and Jason Falcus (each, a
"Selling Stockholder" and, collectively, the "Selling
Stockholders") in January 1995. Each of the Selling Stockholders
is an officer and/or employee (and Mr. Spangenberg is also a
director) of Iguana USA, which was acquired by the Company on January
4, 1995, or its subsidiary, Iguana Entertainment Ltd. ("Iguana UK";
Iguana USA and Iguana UK are collectively referred to as "Iguana").
Each of the Selling Stockholders was an officer and/or employee of
Iguana prior to its acquisition (the "Acquisition") by the Company.
In addition, prior to the Acquisition, Jeffrey Spangenberg (who is
Beth Spangenberg's spouse), Beth Spangenberg and Darrin Stubbington
were directors of Iguana USA and Messrs. Spangenberg, D. Falcus and J.
Falcus were directors of Iguana UK. Mr. Spangenberg was also the
founder and sole shareholder of Iguana USA and owned 5% of Iguana UK
(Messrs. D. Falcus and J. Falcus owned 20% of Iguana UK and Iguana USA
owned the remaining 75%) prior to the Acquisition.

Iguana is an interactive entertainment software developer.
Iguana, founded in 1991, designed numerous titles for the Company
and other interactive entertainment publishers, including such
titles as the Company's NBA Jam and NFL Quarterback Club, and
derived a significant portion of its revenues during the years
ended December 31, 1994 and 1993 from the Company. Except as a
result of their respective employment by Iguana and, with respect
to Messrs. Spangenberg, D. Falcus and J. Falcus, their respective

-13-

ownership of stock of Iguana USA and Iguana UK, neither the
Company nor any of its affiliates has had within the past three

years any material relationship with any of the Selling
Stockholders or any of their respective affiliates.

On January 4, 1995, the Company completed the Acquisition of
Iguana USA. As part of the Acquisition, Iguana USA purchased the
shares of Iguana UK held by Messrs. Spangenberg, D. Falcus and J.
Falcus. Concurrently with the closing of the Acquisition, the
Company and Iguana entered into five-year employment agreements
with Messrs. Spangenberg, Cook, Lum, M. Stubbington, D.
Stubbington, Galley, D. Falcus and J. Falcus. The Resale Shares
were issued to the Selling Stockholders pursuant to such
employment agreements or the purchase agreement governing the
Acquisition.

The Resale Shares received by the Selling Stockholders are
restricted securities within the meaning of the Securities Act
and cannot be offered or sold without an effective registration
statement covering such offer and sale or pursuant to an
applicable exemption from the registration requirements of the
Securities Act. Pursuant to the terms of registration rights
agreements entered into between Acclaim and each of the Selling
Stockholders at the closing of the Acquisition, Acclaim filed the
Registration Statement (of which this Prospectus is a part) and
will use its best efforts to keep the Registration Statement
effective until no later than January 4, 1998 (or until all of
the Resale Shares are disposed of by the Selling Stockholders, if
earlier, subject to the availability of the provisions of Rule
144(k)). Expenses of this offering (excluding the fees of legal
counsel for the Selling Stockholders, which will be borne in full
by them), estimated at $25,000, will be paid by the Company.

The Resale Shares are held in escrow pursuant to escrow
agreements among each of the Selling Stockholders, Iguana USA,
Acclaim and an escrow agent. The Resale Shares will generally be
released from escrow in five equal annual installments,
commencing on January 1, 1996, so long as the respective Selling
Stockholder remains employed by Iguana. Depending upon the
circumstances of the termination of a Selling Stockholder's
employment by Iguana, all Resale Shares issued to such Selling
Stockholder and remaining in escrow at the time of termination
(i) may be released from escrow to such Selling Stockholder and
may become available for resale by such person or (ii) may be
forfeited by the Selling Stockholder and returned to Acclaim.
While the Resale Shares are held in escrow, each Selling
Stockholder has agreed, pursuant to the terms of voting
agreements, to vote the Resale Shares held by him or her in
accordance with the recommendation of the Board of Directors of
Acclaim on all matters that are presented to the stockholders of
Acclaim at any annual or special meeting.

-14-

The following table sets forth certain information as of May

31, 1995 with respect to the Resale Shares held by each Selling
Stockholder:

[Download Table]

Shares Benefi- Shares Shares Benefi-
cially Owned Being cially Owned After
Name Prior to Offering Offered (1) the Offering (1)
---- ----------------- ----------- ------------------

Jeffrey R. Spangenberg (2) 555,556 555,556 -0-
Nigel Cook 5,556 5,556 -0-
Cyrus Lum 27,778 27,778 -0-
Matthew Stubbington (3) 55,556 55,556 -0-
Darrin Stubbington (3) 55,556 55,556 -0-
Craig Galley 27,778 27,778 -0-
James Moon 27,778 27,778 -0-
Peter Suarez 16,667 16,667 -0-
Beth Spangenberg (2) 5,556 5,556 -0-
Darren Falcus (4) 27,778 27,778 -0-
Jason Falcus (4) 27,778 27,778 -0-

-------------------------------
* Less than one percent

(1) Assumes that all of the Resale Shares are sold by the Selling Stockholders
pursuant to this Prospectus. Any Selling Stockholder may choose to dispose of
none or only a portion of the Resale Shares held by him or her pursuant to this
Prospectus upon release of such shares from escrow as described above.

(2) The Resale Shares shown as beneficially owned by Jeffrey Spangenberg and
Beth Spangenberg, respectively, do not include the Resale Shares held by the
other in which each of them would have a community property interest.

(3) Matthew Stubbington and Darrin Stubbington are brothers, but each of them
disclaims any beneficial ownership in the Resale Shares held by the other.

(4) Darren Falcus and Jason Falcus are brothers, but each of them disclaims any
beneficial ownership in the Resale Shares held by the other.

PLAN OF DISTRIBUTION

The Selling Stockholders may from time to time sell all or a
portion of the Resale Shares on The NASDAQ Stock Market or in any
other securities market on which the Common Stock is then listed
or traded, in negotiated transactions or otherwise, at prices
then prevailing or related to the then current market price or at
negotiated prices. Sales on or through The NASDAQ Stock Market
will be effected at such prices as may be obtainable and as may
be satisfactory to such Selling Stockholder. No sales or

distributions other than as disclosed herein will be effected
until after this Prospectus shall have been appropriately amended
or supplemented, if required, to set forth the terms thereof.
Normal commission expenses and brokerage fees will be paid
individually by the Selling Stockholders. The Resale Shares may
be sold directly or through brokers or dealers, or in a
distribution by one or more underwriters on a firm commitment or

-15-

best efforts basis. The method by which the Resale Shares may be
sold include (a) a block trade (which may involve crosses) in
which the broker or dealer so engaged will attempt to sell the
securities as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; (c) exchange
distributions and/or secondary distributions in accordance with
the rules of The NASDAQ Stock Market; (d) ordinary brokerage
transactions in which the broker solicits purchasers; and (e)
privately negotiated transactions. The Selling Stockholders may
from time to time deliver all or a portion of the Resale Shares
held by them to cover a short sale or sales or upon exercise of a
put equivalent position. In addition, any Resale Shares that
qualify for sale under Rule 144 or Rule 144A under the Securities
Act may be sold under any such rules rather than pursuant to this
Prospectus.

Brokers or dealers may receive commission or discounts from
the Selling Stockholders in amounts to be negotiated immediately
prior to the sale. The Selling Stockholders and any
underwriters, dealers or agents that participate in the
distribution of the Resale Shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any
profit on the resale of the Resale Shares by them or any
discounts, commissions or concessions received by any such
underwriters, dealers or agents may be deemed to be underwriting
discounts and commissions under the Securities Act.

The Company has agreed to indemnify the Selling
Stockholders, and each underwriter, if any, of the Resale Shares
(including any broker or dealer through which such shares may be
sold) and each person, if any, who controls each such Selling
Stockholder or any such underwriter within the meaning of Section
15 of the Securities Act, against certain liabilities, including
liabilities under the Securities Act.

Each of the Selling Stockholders has represented and
warranted to, and agreed with the Company that, during such time
as he may be engaged in a distribution of the Resale Shares, such
Selling Stockholder will, among other things, (a) not engage in
any stabilization activity in connection with the Company's
securities, (b) furnish to each broker or dealer through whom or
which he offers securities copies of the Prospectus, as may be

required, (c) inform such broker or dealer as to the number of
Resale Shares such person is selling, that such securities are
part of a distribution and that such person is subject to the
provisions of Rule 10b-6 of the General Rules and Regulations
under the Exchange Act, (d) report weekly to the Company any
disposition of the Resale Shares if any such disposition shall have occurred,

-16-

and (e) not bid for, or purchase, any Company securities other
than as permitted under the Exchange Act.

LEGAL MATTERS

Certain legal matters in respect of the shares offered
hereby will be passed upon for the Company by Rosenman & Colin,
575 Madison Avenue, New York, New York 10022.

EXPERTS

The financial statements and schedules of the Company for
the years ended August 31, 1994, 1993 and 1992 incorporated in
this Prospectus by reference to the Form 10-K have been so
incorporated in reliance on the report of Grant Thornton LLP,
independent accountants, given on the authority of such firm as
experts in accounting and auditing.

-17-

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

No dealer, salesman or other person
has been authorized to give any
information or to make any representation
not contained in this Prospectus and, if
given or made, such information or
representation must not be relied upon as
having been authorized by the Company or
the Selling Stockholders. This Prospectus
does not constitute an offer to sell or a
solicitation of an offer to buy any of the
securities offered hereby in any
jurisdiction to any person whom it is
unlawful to make such an offer in such
jurisdiction. Neither the delivery of
this Prospectus nor any sale made
hereunder shall, under any circumstances,
create an implication that there has been
no change in the affairs of the Company
since the date hereof or that the
information contained herein is correct as
of any time subsequent to its date.

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

TABLE OF CONTENTS

Page

Available Information. . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents
by Reference. . . . . . . . . . . . . . . . . . . . . . . 2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . 4
Optionholders; Exercise of Options . . . . . . . . . . . . . 12
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . 13
Selling Stockholders . . . . . . . . . . . . . . . . . . . . 13
Plan of Distribution . . . . . . . . . . . . . . . . . . . . 15
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . 17
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ACCLAIM
ENTERTAINMENT, INC.

1,165,837 Shares

Common Stock

June , 1995

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

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The expenses of issuance and distribution of the Common
Stock (excluding legal fees incurred by the Selling Stockholders,
which will be borne in full by them) are to be paid by the Company.
The following itemized list is an estimate of the expenses:

SEC Registration Fee . . . . . . . . . . . . . . . . . $ 6,290.00
Legal fees and expenses. . . . . . . . . . . . . . . . 15,000.00
Accounting fees and expenses . . . . . . . . . . . . . 2,500.00
Transfer Agent fees . . . . . . . . . . . . . . . . . 200.00
Blue Sky fees and expenses . . . . . . . . . . . . . . 800.00
Miscellaneous. . . . . . . . . . . . . . . . . . . . . 210.00
----------
Total . . . . . . . . . . . . . . . . . . . . . $25,000.00

Item 15. Indemnification of Directors and Officers

The Certificate of Incorporation of the Registrant provides
that any person may be indemnified against all expenses and
liabilities to the fullest extent permitted by the General
Corporation Law of the State of Delaware.

Section 145 of the General Corporation Law of Delaware, the
law of the state in which the Registrant is incorporated,
empowers a corporation within certain limitations to indemnify
any person against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any suit or
proceeding to which he is a party by reason of the fact that he
is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, as long as he acted in good faith and in a manner
which he reasonably believed to be in, or not opposed to, the
best interests of the corporation. With respect to any criminal
proceeding, he must have had no reasonable cause to believe his
conduct was unlawful.

The Registrant also has in effect directors' and officers'
liability insurance.

II - 1

Item 16. Exhibits

The following documents are filed as a part of this

Registration Statement:

Exhibit No. Description

4.1 - Specimen form of the Company's common stock
certificate (1)

5* - Opinion of Rosenman & Colin

23(a) - Consent of Grant Thornton LLP (included on
page II-7)

23(b) - Consent of Rosenman & Colin (included in
Exhibit 5)

24 - Power of Attorney (included on page II-6)

---------------
* To be filed by amendment

(1) Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended August 31, 1989, filed November
8, 1989, as amended (File No. 0-16986).

II - 2

Item 17. Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:

(i) to include any prospectus required by Section 10
(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
Registration Statement;

(iii) to include any material information with respect
to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;

(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.

(4) That, for purposes of determining any liability under
the Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,

II - 3

therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act, and will be governed
by the final adjudication of such issue.

II - 4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3, has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
County of Nassau and State of New York on May 31, 1995.

ACCLAIM ENTERTAINMENT, INC.

By Gregory E. Fischbach
---------------------------------
Gregory E. Fischbach
Chief Executive Officer

II - 5

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gregory E. Fischbach and James Scoroposki, and
each or either of them, his true and lawful attorney-in-fact and agent, each
acting alone, with full power of substitution and resubstitution, for him and in
his name, place, and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all the exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite or necessary to be done
in and about the premises as fully, to all intents and purposes, as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

Signature Title Date

Gregory E. Fischbach Co-Chairman; Chief Executive May 31, 1995
------------------------- Officer; Director
Gregory E. Fischbach

James Scoroposki Co-Chairman; Senior Executive May 31, 1995
------------------------- Vice President; Treasurer;
James Scoroposki Secretary; Director

Robert Holmes President; Chief Operating May 31, 1995
-------------------------
Robert Holmes Officer; General Manager;
Director

Bernard J. Fischbach Director May 31, 1995
-------------------------
Bernard J. Fischbach

Michael Tannen Director May 31, 1995
-------------------------
Michael Tannen

Robert H. Groman Director May 31, 1995
-------------------------
Robert H. Groman

James Scibelli Director May 31, 1995
-------------------------
James Scibelli

Bruce Ravenel Director May 31, 1995
-------------------------
Bruce Ravenel

Anthony R. Williams Executive Vice President; May 31, 1995
------------------------- Chief Financial and
Anthony R. Williams Accounting Officer

II - 6

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors of
Acclaim Entertainment, Inc.

We have issued our report dated October 20, 1994 accompanying
the consolidated financial statements and schedules of Acclaim
Entertainment, Inc. and subsidiaries included in the Annual Report on
Form 10-K for the year ended August 31, 1994, which is incorporated
by reference in this Registration Statement on Form S-3 and
Prospectus. We consent to the incorporation by reference in the
Registration Statement of the aforementioned report and to the use of
our name as it appears under the caption "Experts."

GRANT THORNTON LLP

New York, New York
June 1, 1995

II - 7

Dates Referenced Herein and Documents Incorporated by Reference

This ‘S-3’ Filing	Date	Other Filings

	1/4/98
	1/1/96
Filed on:	6/2/95
	6/1/95
	5/31/95	10-Q
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	4/10/95	10-Q
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	3/22/95	8-K
	2/28/95	10-Q
	1/31/95
	1/13/95
	1/4/95
	1/3/95
	12/31/94
	11/30/94
	11/28/94
	10/20/94
	10/19/94
	8/31/94
	2/28/94
	12/31/93
	8/31/93
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	8/31/92
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Acclaim Entertainment Inc – ‘S-3’ on 6/2/95

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