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) February 28, 2002
                            MDI ENTERTAINMENT, INC.
             (Exact name of registrant as specified in its charter)

  Delaware                      0-24919                   73-1515699
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
 of Incorporation)                                     Identification No.)

                                 201 Ann Street
                           Hartford, Connecticut 06103

                         (Address of principal executive
                           offices including zip code)

                                 (860) 527-5359

                         (Registrant's telephone number,
                              including area code)


                                 Not Applicable.
          (Former name or former address, if changed since last report)








     THIS FORM 8-K CONTAINS FORWARD-LOOKING  STATEMENTS. SUCH STATEMENTS INVOLVE
     VARIOUS RISKS THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
     EXPRESSED IN SUCH FORWARD LOOKING STATEMENTS. THESE RISKS AND UNCERTAINTIES
     INCLUDE  RISKS  DETAILED  FROM  TIME TO TIME IN MDI  ENTERTAINMENT,  INC.'S
     FILINGS WITH THE  SECURITIES  AND EXCHANGE  COMMISSION  INCLUDING,  BUT NOT
     LIMITED TO,  THOSE  DESCRIBED IN THE FORM 10-KSB AND FORM  10-KSB/A,  FILED
     APRIL 2, 2001 AND APRIL 25, 2001, RESPECTIVELY.

     ITEM 5: OTHER EVENTS

               On  February  28,  2002,  a class  action  suit on  behalf of the
      Company's public  stockholders (the "Plaintiff") was filed in the Court of
      Chancery of the State of Delaware against the Company,  all of the members
      of the Company's Board of directors and Scientific Games  Corporation,  to
      enjoin the previously disclosed proposed business combination  transaction
      pursuant to which Scientific Games would acquire the outstanding shares of
      the  Company's  common  stock  which  it  does  not  already  own.  In its
      complaint,  the Plaintiff  alleges that the  consideration  offered to the
      Company's   stockholders  in  the  proposed   acquisition  is  unfair  and
      inadequate  because the Plaintiff believes that the intrinsic value of the
      Company's  common  stock is  materially  in excess of the  amount  offered
      giving  consideration  to the Company's  growth and anticipated  operating
      results,  net asset value,  and future  profitability.  The  Plaintiff has
      requested  the  court to  preliminarily  and  permanently  enjoin  us from
      proceeding with,  consummating or closing the proposed  transaction and in
      the event the proposed transaction is consummated, to rescind it and award
      rescissory  damages.  In addition,  the Plaintiff  has requested  that the
      court award to the Plaintiff  compensatory  damages.  The Company believes
      that the lawsuit lacks merit and it intends to contest it vigorously.









                                   SIGNATURES

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

                                                  MDI ENTERTAINMENT, INC.
                                                         (Registrant)


     Dated   March 4, 2002                      By:   /s/ Steven Saferin
             -------------                           -------------------

                                                 Steven M. Saferin
                                                 President and Chief Executive
                                                 Officer