WORLD WRESTLING FEDERATION ENTERTAINMENT INC
SC 13G/A, 2000-08-08
AMUSEMENT & RECREATION SERVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934

                               (Amendment No. 1)*

                 WORLD WRESTLING FEDERATION ENTERTAINMENT, INC.
                 -----------------------------------------------
                                (Name of Issuer)

                              Class A Common Stock
                         ------------------------------
                         (Title of Class of Securities)

                                    98156Q108
                                 --------------
                                 (CUSIP Number)

                                  July 28, 2000
             -------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

         [ ]      Rule 13d-1(b)
         [X]      Rule 13d-1(c)
         [ ]      Rule 13d-1(d)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).


                               (Page 1 of 5 pages)


<PAGE>

                                  SCHEDULE 13G

CUSIP No. 98156Q108                                            Page 2 of 5 Pages
          ---------

1    NAME OF  REPORTING  PERSONS  S.S.  OR  I.R.S.  IDENTIFICATION  NO. OF ABOVE
     PERSONS

     Curtis L. Alexander

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]   (b)[ ]


3    SEC USE ONLY


4    CITIZENSHIP OR PLACE OR ORGANIZATION

     United States


5    NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH  REPORTING  PERSON  WITH SOLE
     VOTING POWER

     0


6    NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING  PERSON WITH SHARED
     VOTING POWER

     736,700


7    NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH  REPORTING  PERSON  WITH SOLE
     DISPOSITIVE POWER

     0


8    NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING  PERSON WITH SHARED
     DISPOSITIVE POWER

     736,700


9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     736,700


10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]



11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     4.6%


12   TYPE OF REPORTING PERSON*

     IN


                      *SEE INSTRUCTION BEFORE FILLING OUT!

                                page 2 of 5 pages
<PAGE>
Item 1(a).   Name of Issuer:

             World Wrestling Federation Entertainment, Inc.

Item 1(b).   Address of Issuer's Principal Executive Offices:

             1241 East Main Street
             Stamford, CT 06902

Item 2(a).   Name of Person Filing:

             This statement is filed by:

     Curtis L.  Alexander  ("Alexander")  with  respect to the shares of Class A
Common Stock,  par value $.01 per share ("Class A Common  Stock") of the Company
which may be deemed to be  beneficially  owned by Alexander,  including  431,790
shares of Class A Common Stock owned by Media Group Investors,  L.P. which has a
sole general partner, Media Group Management,  Inc., of which Alexander is a 25%
shareholder,  123,025  shares  of Class A  Common  Stock  owned  by Media  Group
Investments,  Ltd., which has as its investment advisor  Vercingetorix Corp., of
which  Alexander is a 50%  shareholder,  116,020  shares of Class A Common Stock
owned by Goldman Sachs Strategic  Technology  Portfolio,  L.P., which has as its
investment advisor Vercingetorix Corp., of which Alexander is a 50% shareholder,
and 65,865  shares of Class A Common Stock owned by Key Media &  Communications,
Inc.,  which  has  as its  investment  advisor  Vercingetorix  Corp.,  of  which
Alexander is a 50% shareholder.

Item 2(b).   Address of Principal Business Office, or, if None, Residence:

             The  address  of  Alexander  is 365 Boston  Post  Road,  Suite 210,
Sudbury, Massachusetts 01776.

Item 2(c).   Citizenship:

             Alexander is a United States citizen.

Item 2(d).   Title of Class of Securities:

             This statement  relates to the Company's Class A Common Stock,  par
value $.01 per share.

Item 2(e).   CUSIP Number:

             98156Q108

Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c),
check whether the person is a:

(a) [ ]  Broker or dealer registered under Section 15 of the Act,
(b) [ ]  Bank as defined in Section 3(a)(6) of the Act,
(c) [ ]  Insurance Company as defined in Section 3(a)(19) of the Act,
(d) [ ]  Investment Company registered under Section 8 of the Investment Company
         Act,
(e) [ ]  Investment  Adviser  in  accordance  with  Rule 13d-1(b)(1)(ii)(E),
(f) [ ]  Employee Benefit Plan or Endowment Fund in accordance with
         Rule 13d-1(b)(1)(ii)(F),
(g) [ ]  Parent Holding  Company or control person in accordance with
         Rule 13d-1(b)(1)(ii)(G),

                               (Page 3 of 5 pages)
<PAGE>
(h) [ ]  Savings  Association  as defined in Section 3(b) of the Federal Deposit
         Insurance Act,
(i) [ ]  Church Plan that is excluded  from the  definition of an investment
         company under Section 3(c)(14) of the Investment Company Act.
(j) [ ]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c) check this box. |X|

Item 4.  Ownership.

         (a)  Amount beneficially owned: 736,700
         (b)  Percent of class: 4.6%
         (c)  (i)   Sole power to vote or direct the vote:                     0
              (ii)  Shared power to vote or direct the vote:             736,700
              (iii) Sole power to dispose or direct the disposition:           0
              (iv)  Shared power to dispose or direct the disposition:   736,700

     As of August 7, 2000  Alexander has the shared power to vote and dispose of
431,790 shares of Common Stock owned by Media Group Investors,  L.P. which has a
sole general partner, Media Group Management,  Inc., of which Alexander is a 25%
shareholder,  123,025  shares  of Class A  Common  Stock  owned  by Media  Group
Investments,  Ltd., which has as its investment advisor  Vercingetorix Corp., of
which  Alexander is a 50%  shareholder,  116,020  shares of Class A Common Stock
owned by Goldman Sachs Strategic  Technology  Portfolio,  L.P., which has as its
investment advisor Vercingetorix Corp., of which Alexander is a 50% shareholder,
and 65,865  shares of Class A Common Stock owned by Key Media &  Communications,
Inc.,  which  has  as its  investment  advisor  Vercingetorix  Corp.,  of  which
Alexander is a 50% shareholder.

Item 5.      Ownership of Five Percent or Less or a Class.

         On July 28, 2000,  the Company  issued an additional 2.3 million shares
of Class A Common Stock,  which diluted  Alexander's  holdings to less than five
percent.

Item 6.      Ownership of More than Five Percent on Behalf of Another Person.

             See Item 4.

Item 7.      Identification and Classification of the Subsidiary Which Acquired
             the Security Being Reported on By the Parent Holding Company.

             Not applicable.

Item 8.      Identification and Classification of Members of the Group.

             Not applicable.

Item 9.      Notice of Dissolution of Group.

             Not applicable.


                               (Page 4 of 5 pages)
<PAGE>
Item 10.     Certification.

             Alexander hereby makes the following certification:

     By signing  below I certify  that,  to the best of my knowledge and belief,
the  securities  referred  to above were not  acquired  and are not held for the
purpose of or with the effect of  changing  or  influencing  the  control of the
issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having that purpose or effect.


                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

Dated: August 8, 2000


                                                       /s/ Curtis L. Alexander
                                                       -------------------------
                                                       Curtis L. Alexander






                               (Page 5 of 5 pages)




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