
                  SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                              Form 8-K

              Current Report Pursuant to Section 13 or 15 (d) of
                      The Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): July 31, 1998

                       ALLIANCE ENTERTAINMENT CORP.
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             (Exact name of registrant as specified in its charter)



 Delaware                           1-13054                     13-3645913
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(State or other                (Commission File Number)     (I.R.S. Employer
jurisdiction of incorporation)                              Identification No.)


4250 Coral Ridge Drive, Coral Springs, Florida                 33065
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(Address of principal executive offices)                        (Zip Code)



        Registrant's telephone number, including area code: (954) 346-0110



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Item 5.     Other Events

     On July 31, 1998,  Alliance  Entertainment  Corp. (the "Company")  issued a
press  release  announcing  that  the U.S.  Bankruptcy  Court  for the  Southern
District of New York has  confirmed  the  Company's  Third Amended Joint Plan of
Reorganization.  The Court's  confirmation  of the Company's plan clears the way
for its emergence from its voluntary Chapter 11 proceeding early in August.  The
Company also reported its operating results for June.

     Certain  matters  discussed  in  the  press  release  are   forward-looking
statements  intended to qualify for the safe harbors from liability  established
by the Private Securities  Litigation Reform Act of 1995. These  forward-looking
statements  can  generally  be  identified  as such  because  the context of the
statement will include words such as the Company "believes,"  "expects" or words
of similar  import.  Similarly,  statements  that describe the Company's  future
plans, objectives,  estimates or goals are also forward-looking statements. Such
statements address future events and conditions concerning capital expenditures,
earnings, sales, liquidity and capital resources, and accounting matters. Actual
results in each case could differ materially from those currently anticipated in
such  statements,  by reason of  factors  such as  future  economic  conditions,
including  changes in customer demand,  legislative,  regulatory and competitive
developments in markets in which the Company operates;  and other  circumstances
affecting anticipated revenues and costs.

Item 7.     Financial Statements and Exhibits

             (c)         Exhibits

Exhibit 99.1      Press Release dated July 31, 1998.


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                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                           ALLIANCE ENTERTAINMENT CORP.


                                           By:/s/ Eric Weisman
                                           ----------------------------
                                           Name: Eric Weisman  
                                           Title:President and
                                                 Chief Executive Officer
                                              

Date:     August 3, 1998


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                                  EXHIBIT INDEX



Exhibit 99.1      Press Release dated July 31, 1998.


