WILLCOX & GIBBS INC
8-A12B/A, 1994-04-06
ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES
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                      SECURITIES AND EXCHANGE COMMISSION
                                       
                            Washington, D.C. 20549
                                       
                                       
                                       
                                 FORM 8-A/A #4
                                       
               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                           WILLCOX & GIBBS, INC.
            (Exact name of registrant as specified in its charter)



             New York                                   13-1474527
(State of incorporation or organization)     (IRS Employer Identification No.)



 530 Fifth Avenue, New York, New York                      10036
(Address of principal executive offices)                 (Zip code)



Securities to be registered pursuant to Section 12(b) of the Act:
     
     Title of each class             Name of each exchange on which
     to be so registered             each class is to be registered

Preference Stock Purchase Rights        New York Stock Exchange
                                        Pacific Stock Exchange


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


                                     None
                               (Title of Class)

<PAGE>
     This Amendment #4 amends the cover page of the Company's Form 8-A.


                                   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.

                                   
                                   WILLCOX & GIBBS, INC.
                                   
                                   
                                   
                                      /s/ Allan M. Gonopolsky
                                   By----------------------------------------
Date:  April 6, 1994                 Allan M. Gonopolsky
                                     Vice President, Chief Financial Officer
                                     and Corporate Controller


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