SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Vincent K. McMahon 2004 Irrevocable Trust (Last) (First) (Middle) C/O WORLD WRESTLING ENTERTAINMENT, INC. 1241 E. MAIN STREET (Street) STAMFORD CT 06902 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/30/2004	3. Issuer Name and Ticker or Trading Symbol WORLD WRESTLING ENTERTAINMENTINC [ WWE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock, par value $.01 per share(1)(2)(3)	14,144,068	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Mr. McMahon is the trustee of the Vincent K. McMahon 2004 Irrevocable Trust (the "2004 Trust"), established as an estate planning vehicle for his benefit and the benefit of the members of his family to hold a portion of the shares of Class B common stock previously owned directly by him.

2. Mr. McMahon has sole voting and investment power and authority with respect to 14,144,068 shares of Class B common stock held by the 2004 Trust until its termination on June 30, 2007, or his earlier death. During the initial three-year term, an annual annuity amount is payable to Mr. McMahon in trust shares of Class B common stock or other property.

3. On the termination of the 2004 Trust, after annuity distributions to Mr. McMahon, any remaining trust shares of Class B common stock or other property will pass to successor trusts for other members of his family. Mr. McMahon will not act as trustee of such successor trusts and will have no voting or investment power with respect to their assets. The shares of Class B common stock are convertible at any time into shares of Class A common stock on a one-for-one basis at the option of the holder or upon their sale.

Remarks:

*On behalf of Vincent K. McMahon as trustee of the Vincent K. McMahon 2004 Irrevocable Trust u/t/a dated June 24, 2004.

	Paul C. Cancilla, Attorney-in-Fact*	07/19/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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