PEN INTERCONNECT INC
10-C, 1996-05-08
COMPUTER COMMUNICATIONS EQUIPMENT
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                                   FORM 10-C

                 REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM
                  FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17
                              OR 15d-17 THEREUNDER


                             PEN INTERCONNECT, INC.
                  (Exact name of issuer as specified in charter)


                2351 South 2300 West, Salt Lake City, Utah  84119
                    (Address of principal executive offices)

          Issuer's telephone number, including area code (801) 973-6090

                   I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of five percent or more in the
number of shares outstanding:

1.   Title of security.  Common Stock

2.   Number of shares outstanding before the change.  2,700,000

3.   Number of shares outstanding after the change.  3,033,407

4.   Effective date of change.  May 1, 1996

5.   Method of change:   Specify method (such as merger, acquisition, exchange,
                         distribution, stock split, reverse split, acquisition
                         of stock for treasury, etc.)

     Acquisition

Give brief description of transaction.  Acquisition of assets comprising the
InCirt Technology Division of The Cerplex Group, Inc. in exchange for
$3,500,000 cash and 333,407 common shares of the issuer.

                  II.  CHANGE IN NAME OF ISSUER

1.   Name prior to change                                        

2.   Name after change                                           

3.   Effective date of charter amendment changing name           

4.   Date of shareholder approval of change, if required         


Date                                                              
     -----------------------------      ------------------------------        
                                        (Officer's signature and title)



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