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 20, 2004


                       World Wrestling Entertainment, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


             Delaware                       000-27639             04-2693383
    ----------------------------         --------------      -------------------
    (State or other jurisdiction          (Commission          (IRS Employer
    of incorporation)                     File Number)       Identification No.)


                    1241 East Main Street, Stamford, CT           06902
           -----------------------------------------------      ----------
               (Address of principal executive offices)         (Zip code)


       Registrant's telephone number, including area code: (203) 352-8600






Item 5.     Other Events and Regulation FD Disclosure

     On May 20, 2004,  World Wrestling  Entertainment,  Inc. (the "Company") and

The Vincent K.  McMahon  Irrevocable  Trust  dated June 30,  1999 (the  "Trust")
entered into an Underwriting  Agreement (the "Underwriting  Agreement") with UBS
Securities LLC and Natexis  Bleichroeder Inc., as representatives of the several
underwriters listed in the Underwriting  Agreement,  in connection with the sale
by the Trust of 6,144,908  shares of the Company's Class A Common Stock pursuant
to a  prospectus  supplement  that was filed with the  Securities  and  Exchange
Commission on May 21, 2004 and the sale of up to an additional 921,736 shares of
Class A Common Stock  pursuant to the exercise of the  over-allotment  option by
the  Underwriters.  Attached hereto as Exhibit 1.1 is a copy of the Underwriting
Agreement.

     On May 21, 2004, the Company issued a press release  announcing the sale by
the  Trust of the  6,144,908  shares  of the  Company's  Class A  Common  Stock.
Attached hereto as Exhibit 99.1 is a copy of the press release.


Item 7.     Financial Statements and Exhibits.

            (c)  Exhibits

            1.1  Underwriting   Agreement,  dated  May 20, 2004,  by  and  among
World Wrestling  Entertainment,  Inc., The Vincent K. McMahon  Irrevocable Trust
dated June 30, 1999 and UBS  Securities  LLC and Natexis  Bleichroeder  Inc., as
representatives of the several underwriters.

            99.1     Press Release dated May 21, 2004.





                               Page 2 of 4 pages.
                            Exhibit Index on page 4.





                                    SIGNATURE

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


                                            WORLD WRESTLING ENTERTAINMENT, INC.



                                            By:  /s/  Philip B. Livingston
                                                 -------------------------
                                                 Philip B. Livingston
                                                 Chief Financial Officer

Dated:  June 30, 2004







                               Page 3 of 4 pages.
                            Exhibit Index on page 4.




                                  EXHIBIT INDEX
                                  -------------


         1.1        Underwriting  Agreement,  dated May 20,  2004,  by and among
                    World Wrestling Entertainment,  Inc., The Vincent K. McMahon
                    Irrevocable Trust dated June 30, 1999 and UBS Securities LLC
                    and Natexis  Bleichroeder  Inc., as  representatives  of the
                    several underwriters.

         99.1       Press Release dated May 21, 2004.












                               Page 4 of 4 pages.
                            Exhibit Index on page 4.