ENVIRODYNE INDUSTRIES INC
8-K/A, 1997-06-04
PLASTICS PRODUCTS, NEC
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                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                              FORM 8-K/A

                            CURRENT REPORT
                PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

    Date of Report (Date of earliest event reported): May 20, 1997

                      ENVIRODYNE INDUSTRIES, INC.
          (Exact Name of Company as Specified in its Charter)

        Delaware                    0-5485              95-2677354
(State or other jurisdiction of   (Commission         (IRS Employer
incorporation or organization)     File Number)       Identification Number)

       701 Harger Road, Suite 190, Oak Brook, Illinois              60521
           (Address of principal executive office)                (Zip Code)


  Registrant's telephone number, including area code: (630) 571-8800



Item 5.  Other Events

On May 20, 1997, Envirodyne Industries, Inc. ( the "Company")
announced that the Corporation Trust Company, the inspectors of
election for the Company's annual meeting held May 16, 1997, had
certified the final results of the annual meeting. A press release
issued by the Company relating to this matter is included as Exhibit
99 hereto.

Item 7.  Financial Statements and Exhibits

(c)     Exhibits

Exhibit 99   Press release dated May 20, 1997 related to the final 
             results of the annual meeting



                              SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

                                    ENVIRODYNE INDUSTRIES, INC.
                                    Registrant


                                    By:    /s/ Gordon S. Donovan
                                           Vice President, Chief Financial
                                           Officer and Treasurer

May 20, 1997



Exhibit No.           Description of Exhibits

Ex. 99          Press release dated May 20, 1997 related to the 
                final results of the annual meeting





                                                          Exhibit 99

FOR IMMEDIATE RELEASE               FOR FURTHER INFORMATION:
Nasdaq SmallCap: EDYN               MEDIA:           INVESTORS:
May 20, 1997                        Roy Wiley        Stephen M. Schuster or
                                    (312) 255-3035   Gordon S. Donovan
                                                     (630) 575-2400



                         ENVIRODYNE ANNOUNCES
                    FINAL RESULTS OF ANNUAL MEETING


        OAK BROOK, Ill. -- May 20 -- Envirodyne Industries, Inc.
(Nasdaq SmallCap: EDYN) today announced that the Corporation Trust
Company, the inspectors of election for the company's annual meeting
held on May 16, 1997, has certified the final results of the meeting.
The results show that stockholders overwhelmingly elected the five
director nominees proposed by the company and rejected a proposal
submitted by Zapata Corporation to eliminate the company's stockholder
rights plan. The final results indicated that in excess of 99% of the
shares voted were voted in favor of management's slate of directors
and against Zapata's proposal. Zapata Corporation did not vote its
shares at the meeting, and therefore the total number of shares
represented at the meeting does not include shares held by Zapata
Corporation.

        The five director nominees that have been elected are F.
Edward Gustafson, Robert N. Dangremond, Michael E. Heisley, Gregory R.
Page and Mark D. Senkpiel.

        Gustafson, Chairman, President and Chief Executive Officer of
the company, said, "Our stockholders clearly support an independent
board of directors, and they see the benefits of maintaining a
stockholder rights plan until a fair price is paid to acquire control
of the company."

        Envirodyne has major interests in the food packaging and the
food supplies industry, operating through three subsidiaries --
Viskase Corporation, Clear Shield National, Inc. and Sandusky
Plastics, Inc.





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