1

                                  UNITED STATES
                       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):  May 15, 2000

                   INTERNATIONAL MICROCOMPUTER SOFTWARE, INC.
                   ------------------------------------------
             (Exact Name of registrant as specified in its charter)

CALIFORNIA                               0-15949                 94-2862863
- ----------                               -------                 ----------
(State or other jurisdiction           (Commission              (IRS Employer
     of incorporation)                 File number)          Identification No.)

75 ROWLAND WAY, NOVATO, CA                                          94945
- --------------------------                                          -----
(Address of principal  executive offices)                         (ZIP Code)

                                 (415) 878 4000
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
          (Former name or former address, if changed from last report)

   2


ITEM 5. OTHER MATTERS

As previously disclosed in its filings with the Securities and Exchange
Commission (the "SEC"), International Microcomputer Software, Inc. ("IMSI") has
been responding to comments issued by the SEC's Division of Corporate Finance to
resolve questions relating to its registration statements on Form S-3 in June
1999, its Form 10-K for the year ended June 30, 1999 and its Form 10-Q for the
quarter ended September 30, 1999.

In order to respond to the SEC's questions, we have proposed certain amendments
to these filings in order to improve the disclosures made. These amendments also
include a proposed restatement of our fiscal 1999 financial statements to reduce
the amount recorded as an extraordinary loss realized upon the conversion of
certain debt instruments into shares of IMSI common stock.

On May 10, 2000, IMSI provided the SEC with additional information on these
matters and the SEC is reviewing such information. As part of its reporting
requirements, IMSI is required to transmit correspondence with the SEC through
the EDGAR filing system using a "CORRESPONDENCE" tag. The May 10, 2000,
information provided to the SEC was filed without this "CORRESPONDENCE" tag, and
as a result, was inadvertently made available to the public.

The Form 10K/A filed by IMSI on May 18, 2000 (SEC File No. 000-15949), and the
Form 10-Q/A filed by IMSI on May 15, 2000 (SEC File No. 000-15949), should not
have been made available to the public and the information contained in each
filing, including the financial statements filed therewith, should not be relied
upon. Our auditors have not completed their work relative to these proposed
amendments and have not issued an audit report relative to the amended financial
statements included in the Form 10-K/A. Accordingly, the audit reports and
consents of independent accountants included in the filing do not pertain to the
financial statements included in the filing and should not be relied upon.

Once we have answered all of the questions raised by the SEC relative to our
filings, we will file amended Forms 10-K and 10-Q for the above referenced
periods, including the required independent accountants reports and consents.



   3


                                    SIGNATURE


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

DATE: May 24, 2000                 INTERNATIONAL MICROCOMPUTER SOFTWARE, INC.


                                   By: /s/ Geoffrey B. Koblick
                                       ____________________________________
                                       Geoffrey B. Koblick
                                       President & Chief Executive Officer
                                       (Principal Executive Officer)