GLOBAL ONE DISTRIBUTION & MERCHANDISING INC
8-A12G, 1996-07-19
MISCELLANEOUS PUBLISHING
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          As filed with the Securities and Exchange Commission on July 19, 1996


===============================================================================

                                    FORM 8-A

                        SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C. 20549


                 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                       PURSUANT TO SECTION 12(b) OR (g) OF THE
                          SECURITIES EXCHANGE ACT OF 1934


                    GLOBAL ONE DISTRIBUTION & MERCHANDISING INC.
              (Exact name of registrant as specified in its charter)


              DELAWARE                               95-4578632
(State of incorporation or organization)(I.R.S. Employer Identification Number)


                                 5548 Lindbergh Lane
                             Bell, California 90201-6410
                        (Address of principal executive office)


          Securities to be registered pursuant to Section 12(b) of the Act:


Title of each class to be so registered           Name of each exchange on which
                                                  each class is to be registered


                NONE                                             NONE


          Securities to be registered pursuant to Section 12(g) of the Act:


                       COMMON STOCK, PAR VALUE $.01 PER SHARE
                                 (Title of Class)


===============================================================================


               This Registration Statement Contains a total of 4 pages.
                               Exhibit Index on page 4.


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ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

     The Company hereby incorporates by reference the description of 
securities contained in the Registration Statement on Form S-4 (Registration 
No. 333-4655) filed with the Securities and Exchange Commission on May 29, 
1996, as amended and supplemented.

ITEM 2.  EXHIBITS

     1.  Certificate of Incorporation of Registrant (incorporated by 
         reference from Exhibit 3(i).1 to the Registrant's Registration 
         Statement on Form S-4, Registration No. 333-4655, filed with the 
         Securities and Exchange Commission on May 29, 1996.)

     2.  Bylaws of the Registrant (incorporated by reference from
         Exhibit 3(ii).1 to the Registrant's Registration Statement on 
         Form S-4, Registration No. 333-4655, filed with the Securities and 
         Exchange Commission on May 29, 1996.)

     3.  Specimen certificate evidencing shares of Common Stock 
         (incorporated by reference from Exhibit 4.1 to the Registrant's 
         Amendment No. 1 to Registration Statement on Form S-4, Registration 
         No. 333-4655, filed with the Securities and Exchange Commission on 
         July 12, 1996.)



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                                   SIGNATURE


     Pursuant to the requirements of Section 12 of the Securities Exchange 
Act of 1934, the registrant has duly caused this registration statement to be 
signed on its behalf by the undersigned, thereto duly authorized.


                           GLOBAL ONE DISTRIBUTION & MERCHANDISING INC.



Date: July 18, 1996        By:     /s/ Christopher B. Lucas
                              __________________________________________
                                       Christopher B. Lucas
                              VICE PRESIDENT AND CHIEF FINANCIAL OFFICER


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                               INDEX TO EXHIBITS


EXHIBIT                                                                  PAGE
  NO.         EXHIBIT                                                     NO.
_______       _______                                                    ____


  1.  Certificate of Incorporation of Registrant (incorporated by 
      reference from Exhibit 3(i).1 to the Registrant's Registration 
      Statement on Form S-4, Registration No. 333-4655, filed with the 
      Securities and Exchange Commission on May 29, 1996.)

  2.  Bylaws of the Registrant (incorporated by reference from
      Exhibit 3(ii).1 to the Registrant's Registration Statement on 
      Form S-4, Registration No. 333-4655, filed with the Securities and 
      Exchange Commission on May 29, 1996.)

  3.  Specimen certificate evidencing shares of Common Stock 
      (incorporated by reference from Exhibit 4.1 to the Registrant's 
      Amendment No. 1 to Registration Statement on Form S-4, Registration 
      No. 333-4655, filed with the Securities and Exchange Commission on 
      July 12, 1996.)


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