8-K

                       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)     DECEMBER 7, 1998
                                                ---------------------------
                             MEDIA ARTS GROUP, INC.
                             ----------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


           DELAWARE                   0-24294                  77-0354419      
  ------------------------   ------------------------  ------------------------
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER)        (IRS EMPLOYER     
      OF INCORPORATION)                                  IDENTIFICATION NUMBER)

                               521 CHARCOT AVENUE
                           SAN JOSE, CALIFORNIA 95131
                           --------------------------
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)

                                 (408) 324-2020
                             ----------------------
                         (REGISTRANT'S TELEPHONE NUMBER,
                              INCLUDING AREA CODE)

                                      NONE
                 --------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)



ITEM 5.            OTHER EVENTS.

         (i)       NEW YORK STOCK EXCHANGE LISTING.

         On December 7, 1998, the common stock of Media Arts Group, Inc., 
("MAGI") was approved for listing on the New York Stock Exchange under the 
ticker symbol "MDA". In addition, effective as of December 7, 1998, MAGI 
terminated its listing on the NASDAQ.

         Further information concerning the listing is set forth in MAGI's 
press release dated December 4, 1998, which is attached hereto as an exhibit 
and incorporated herein by reference.

         (ii)      DESCRIPTION OF MAGI'S SECURITIES.

         As of September 30, 1998, the authorized capital stock of MAGI 
consisted of (i) 80,000,000 shares of Common Stock, $0.01 par value per 
share, of which 13,047,204 shares were outstanding and (ii) 1,000,000 shares 
of preferred stock, $0.01 par value per share (the "Preferred Stock"), none 
of which was outstanding. The following description of the capital stock of 
MAGI and certain provisions of MAGI's Amended and Restated Certificate of 
Incorporation and Bylaws are qualified in their entirety by reference to such 
documents, copies of which have been filed with the Securities and Exchange 
Commission. As of September 30, 1998, MAGI's Common Stock was held of record 
by 227 stockholders.

COMMON STOCK

         Each holder of Common Stock is entitled to one vote per share in the 
election of directors and for all other purposes. All shares of Common Stock 
are entitled to participate pro rata in distributions and in such dividends 
as may be declared by the Board of Directors out of funds legally available 
therefor, subject to any preferential dividend rights of outstanding shares 
of Preferred Stock. Subject to the prior rights of creditors, all shares of 
Common Stock are entitled in the event of liquidation to participate ratably 
in the distribution of all the remaining assets of MAGI after distribution in 
full of preferential amounts, if any, to be distributed to holders of 
Preferred Stock. The rights, preferences and privileges of holders of Common 
Stock are subject to, and may be adversely affected by, the rights of any 
series of Preferred Stock which MAGI may designate and issue in the future. 
Each outstanding share of Common Stock is fully paid and non-assessable.

PREFERRED STOCK

         The Preferred Stock is divisible into and issuable in one or more 
series. The rights and preferences of the different series may be established 
by the Board of Directors without further action by the stockholders. The 
Board of Directors is authorized with respect to each series to fix and 
determine, among other things, (i) its dividend rate; (ii) its liquidation 
preference; (iii) whether or not such shares will be convertible into, or 
exchangeable for,



any other securities; and (iv) whether or not such shares will have voting 
rights, and, if so, the conditions under which such shares will vote as a 
separate class.

         MAGI believes that the Board of Directors' ability to issue 
Preferred Stock on such a wide variety of terms will enable the Preferred 
Stock to be used for important corporate purposes, such as financing 
acquisitions or raising additional capital. However, were it inclined to do 
so, the Board of Directors could issue all or part of the Preferred Stock 
with (among other things) substantial voting power or advantageous conversion 
rights. Such stock could be issued to persons deemed by the Board of 
Directors likely to support current management in a contest for control of 
MAGI, either as a precautionary measure or in response to a specific takeover 
threat. MAGI has no current plans to issue Preferred Stock for any purpose.

CERTAIN CERTIFICATE OF INCORPORATION, BYLAW AND STATUTORY PROVISIONS 
AFFECTING STOCKHOLDERS

         STOCKHOLDER MEETINGS. Advance notice of stockholder nominations and 
any other matter to be brought before a meeting of stockholders is required 
to be given in writing to the Secretary of MAGI within the time periods set 
forth in the Bylaws. The Bylaws provide that Special Meetings of Stockholders 
of MAGI may be called by the Chairman or Vice Chairman of the Board of 
Directors, the President, any Vice President, the Secretary or any Assistant 
Secretary. In addition, Special Meetings of Stockholders may be called by any 
such officer at the request in writing of a majority of the Board of 
Directors or at the request in writing of stockholders owning a majority of 
the capital stock that is entitled to vote. Any action required or permitted 
to be taken at any Annual or Special Meeting of the Stockholders may be taken 
without a meeting, without prior notice and without a vote, if signed consent 
is given by the holders of outstanding stock having not less than the minimum 
number of votes that would be necessary to authorize or take such action at a 
meeting at which all shares entitled to vote thereon were present and voted.

         SECTION 203 OF DELAWARE CORPORATION LAW. MAGI is a Delaware 
corporation and is subject to Section 203 of the Delaware General Corporation 
Law, which generally prohibits a publicly held Delaware corporation from 
engaging in a "business combination" with an "interested stockholder" for a 
period of three years after the time that the person became an interested 
stockholder, unless (i) prior to such time the Board of Directors of the 
corporation approved either the business combination or the transaction in 
which the person became an interested stockholder; (ii) upon consummation of 
the transaction that resulted in the stockholder becoming an interested 
stockholder, the interested person owns at least 85% of the voting stock of 
the corporation outstanding at the time the transaction commenced, excluding 
shares owned by persons who are directors and also officers of the 
corporation and by certain employee stock plans; or (iii) at or after such 
time the business combination is approved by the Board of Directors of the 
corporation and authorized at an annual or special meeting of stockholders, 
and not by written consent, by the affirmative vote of at least 66 2/3% of 
the outstanding voting stock of the corporation that is not owned by the 
interested stockholder. A "business combination" generally includes mergers, 
asset sales and similar transactions between the corporation and the 
interested stockholder, and



other transactions resulting in a financial benefit to the stockholder. An 
"interested stockholder" is a person who, together with affiliates and 
associates, owns 15% or more of the corporation's outstanding voting stock or 
who is an affiliate or associate of the corporation and, together with his or 
her affiliates and associates, has owned 15% or more of the corporation's 
outstanding voting stock within three years.

ITEM 7.            FINANCIAL STATEMENTS AND EXHIBITS

         (c)       Exhibits.

The following exhibit is included herewith:

99.1. Press Release dated December 4, 1998 issued by Media Arts Group, Inc.



                                    SIGNATURE

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

                             Date:  December 21, 1998.

                             Media Arts Group, Inc.



                             /s/ Greg H.L. Nash
                             ----------------------------------------
                             Greg H.L. Nash
                             Senior Vice President and Chief Financial Officer

EX-99.1

                                                                   EXHIBIT 99.1



CONTACT: MEDIA ARTS GROUP, INC.
         Ken Raasch, Chairman
         Bud Peterson, President and CEO
         Brenda Balingit, Investor Relations
         Media Arts Group, Inc.
         (408)795.1230
         http:\\www.mediaarts.com

         MORGEN-WALKE ASSOCIATES
         Investor Relations: John Swenson, Bruce Schoenfeld, Elizabeth Snowdon
         Media Relations:    Sheryl Seapy, Amanda Christensen
         (415) 296-7383

FOR IMMEDIATE RELEASE

             MEDIA ARTS GROUP TO LIST ON THE NEW YORK STOCK EXCHANGE

     SAN JOSE, CA: (Dec. 4, 1998) -- Media Arts Group, Inc. (Nasdaq: ARTS) 
today announced that its common stock has been approved for listing by the 
New York Stock Exchange, subject to the listing becoming effective under the 
Securities Exchange Act of 1934. The Company's shares are expected to begin 
trading on the NYSE on December 7, 1998, under the ticker symbol "MDA."

     Ken Raasch, Chairman of Media Arts Group, said, "We believe that the 
listing of Media Arts Group on the New York Stock Exchange is an important 
step in our continued efforts to maximize shareholder value. Our decision to 
make this move was based upon our desire to make Media Arts Group common 
stock more accessible to a broader range of individual investors, to attract 
additional foreign capital, and to create a more orderly market for all 
investors. The greater liquidity, tighter spreads and reduced trading 
volatility of the New York Stock Exchange are expected to lower average 
transaction costs. Together with the opportunity to expand the market for our 
shares, we believe our move to the New York Stock Exchange will help to 
facilitate a stock price that is more reflective of the true value of Media 
Arts Group shares."

     Media Arts Group, Inc. is a leading designer, manufacturer, marketer and 
branded retailer of art-based home decorative accessories, collectibles and 
gift products based on the works of artist Thomas Kinkade, Painter of 
Light-TM-. The Company's primary products are canvas and



paper lithographs that feature Mr. Kinkade's unique use of light and his 
peaceful and inspiring themes.

     The foregoing comments include forward-looking statements and actual 
results may vary. Such statements are indicated by words or phrases such as 
"believe," "intend," "expect," "seek", "plan" and similar words or phrases. 
Such statements are based on current expectations and are subject to certain 
risks, uncertainties and assumptions, including product development efforts, 
consumer acceptance of Thomas Kinkade's artwork and of the Company's products 
based on his work, expansion of distribution channels for the Company's 
products and, in particular, the successful implementation of the Signature 
Galleries program, successful third party manufacturing relationships and the 
continued control of operating expenses. Media Arts Group, Inc. expressly 
disclaims any obligation to release publicly any updates or revisions to such 
forward-looking statements to reflect any change in its expectations with 
regard thereto or any change in events or circumstances on which any such 
statement is based.