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 8, 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  May  8,  2002,  MDI  Entertainment,  Inc.  (the  "Company")  and
     Scientific Games Corporation announced that they have mutually and amicably
     terminated   negotiations   with  respect  to  the   previously   announced
     contemplated  acquisition  of MDI by  Scientific  Games.  See the Company's
     Press Release, dated May 8, 2002, relating to this event, which is attached
     hereto as Exhibit 99.1. The information  contained in such Press Release is
     incorporated herein by reference.

     ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
             ----------------------------------

     (c) Exhibits.

     Exhibit No.     Description

     99.1            Press Release, dated May 8, 2002.









                                   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   May 8, 2002                   By:   /s/ Steven Saferin
             -----------                   -----------------------------------
                                           Steven M. Saferin
                                           President and Chief Executive Officer








                                  EXHIBIT INDEX

     Exhibit No.     Description

     99.1            Press Release, dated May 8, 2002.