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 25, 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 25, 2001, MDI Entertainment, Inc. ("MDI") and Scientific
     Games  Corporation  ("Scientific  Games")  entered  into a Letter of Intent
     contemplating  the  acquisition  of MDI at  $2.10  per  share,  payable  in
     Scientific  Games common  stock.  Scientific  Games will acquire all of the
     issued  and  outstanding  shares  of  capital  stock  of MDI by  means of a
     tax-free  merger (the  "Merger")  in which a newly  created  subsidiary  of
     Scientific  Games will merge  into MDI and MDI will  become a  wholly-owned
     subsidiary  of Scientific  Games.  The Letter of Intent  contemplates  that
     Steve  Saferin,  the  Chief  Executive  Officer,  President  and  principal
     stockholder  of MDI,  will  escrow a number of shares of  Scientific  Games
     common  stock  having an  aggregate  value at the  closing  of  $1,846,845,
     provided that such escrowed  shares shall be subject to release from escrow
     over a four-year  period based on Mr. Saferin's  continued  employment with
     MDI and  MDI's  achievement  of  certain  EBITDA  targets  pursuant  to Mr.
     Saferin's new employment agreement. The Letter of Intent is attached hereto
     as  Exhibit  99.1 and the Joint  Press  Release  of the  parties  as to the
     contemplated  Merger is attached  hereto as Exhibit 99.2.  The  information
     contained  in such  Letter of  Intent  and Joint  Press  Release  is hereby
     incorporated by reference.


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

     (c) Exhibits.

     Exhibit No.     Description

     99.1            Letter  of  Intent  between  Scientific  Games  Corporation
                     and  MDI Entertainment, Inc., dated February 25, 2002.

     99.2            Joint Press Release, dated February 26, 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   February 26, 2002             By:   /s/ Steven Saferin
             -----------------             -----------------------------------
                                           Steven M. Saferin
                                           President and Chief Executive Officer



                                  EXHIBIT INDEX

     Exhibit No.     Description

     99.1            Letter  of  Intent  between  Scientific  Games  Corporation
                     and  MDI Entertainment, Inc., dated February 25, 2002.

     99.2            Joint Press Release, dated February 26, 2002.