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
December 19, 1995 Commission file number 0-6355
COMNET Corporation
Incorporated in Delaware IRS EI No. 52-0852578
4200 Parliament Place, Suite 600, Lanham, MD 20706-1860
Telephone Number: (301) 918-0400
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Item 1(a) - Changes in Control of Registrant
On December 8, 1995, Registrant received Amendment No. 8 to
the SEC Schedule D filed that day with the SEC by Medco
Containment Services, Inc. ("Medco"), which Schedule, under Item
4 thereof, provided as follows:
"Medco today delivered a letter to COMNET permanently
relinquishing any right Medco may have to designate nominees to
COMNET's Board of Directors. The foregoing does not affect any
other right that Medco may have, including any right to vote its
shares with respect to any matter presented to shareholders,
including the election of directors. At the same time, Mr. Carl
I. Kanter, a COMNET Board member and Medco employee, tendered his
resignation from the COMNET Board, effective immediately. Mr.
Kanter also resigned from the Board of Directors of Group 1
Software, Inc., a COMNET subsidiary. Medco is currently
evaluating its investment in COMNET and may, in the future, seek
to sell all or a portion of its interest in COMNET."
As a consequence of the resignation of Mr. Kanter, the Board
of Directors of Registrant now consists of eight persons:
Messrs. James V. Manning, James P. Marden, Charles A. Mele,
Richard H. Eisenberg, Charles J. Sindelar, Robert S. Bowen, Chief
Executive Officer of Registant, Ronald F. Friedman, and Charles
A. Crew, Chief Financial Officer of Registrant. The resignation
of Mr. Kanter from the Board of Directors of Registrant has not,
to Registrant's knowledge, been accompanied by the purchase by
any other party of shares of Registrant's voting securities which
would vest in any party a controlling interest in the voting
securities of Registrant.
As of the date of the filing of this SEC Form 8-K,
Registrant is not aware of any arrangements which may at a
subsequent date result in a change in control of Registrant.
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, Registrant has duly caused this Report to be
signed on its behalf by the undersigned hereunto duly authorized.
COMNET Corporation
December 19, 1995 ______________________________
Charles A. Crew
Chief Financial Officer
