


                  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 2, 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 August 4, 1998, Alliance  Entertainment Corp. (the "Company") filed
the Trustee's  Monthly  Reporting  Package for the Month Ended June 30, 1998
(the "Trustee's  Report").  The Company is required to file this report with the
United  States  Bankruptcy  Court and the  United  States  Trustee  pursuant  to
Bankruptcy Rule 2015 and the United States Trustee's  "Operating  Guidelines and
Financial  Reporting   Requirements."  The  Trustee's  Report  contains  monthly
unaudited consolidating financial statements of Alliance Entertainment Corp. and
its debtor-in-possession subsidiaries,  prepared in accordance with the American
Institute of Certified Public Accountants Statement of Position 90-7: "Financial
Reporting by Entities in Reorganization  Under the Bankruptcy Code." for the one
month period reported therein.

     Certain  matters  discussed  in the  Trustee's  Report 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 Trustee's Monthly Reporting Package for the Month Ended
                    June 30, 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 10, 1998


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                                  EXHIBIT INDEX

          Exhibit 99.1   Trustee's Monthly  Reporting Package for the Month
                         Ended June 30, 1998

   
