RELIABILITY INC
8-K, 2000-02-15
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549



                                   FORM 8-K




               Current Report Pursuant to Section 13 or 15(d) of
                          The Securities Act of 1934




       Date of Report (Date of earliest event reported) February 1, 2000





                           Reliability Incorporated
             -----------------------------------------------------
            (Exact name of registrant as specified in its charter)



             Texas                    0-7092               75-0868913
   ------------------------       ---------------      ------------------
    (State or other juris-       (Commission file         (IRS Employer
   diction or incorporation)          Number)          Identification No.)




              16400 Park Row, PO Box 218370
                     Houston, Texas                       77218-8370
         --------------------------------------            --------
        (Address of principal executive offices)          (Zip Code)




        Registrant's telephone number, including area code 281-492-0550



















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<PAGE>

Items 1-4.  Not applicable.

Item 5. Other Events.

      On  February  1, 2000, Reliability Incorporated (the "Company") announced
approval by the board  of  directors  of  a  plan to repurchase up to 1,500,000
shares of its common stock for cash. As of February  1,  2000,  the Company had
6,631,765  shares  of  common  stock  outstanding; if all 1,500,000 shares  are
purchased, they would represent 22.6% of  the  outstanding  shares  before  the
purchase.  Shares  will  be  purchased  at market price when and as the Company
determines. The Company will use internally  generated  cash  to fund the share
purchases and will not borrow any funds to purchase shares.

      The Company intends to hold the shares purchased as treasury  shares  for
use with stock options, to match employee contributions to the Company's 401(k)
plan,  to  fund  profit  sharing  contributions to the Company's employee stock
savings plan and for possible future acquisitions, if any. The buy-back program
will be managed through Harris, Webb & Garrison, Inc.

      As of the date of this report, no shares have been purchased.

Item 6. Not applicable.

Item 7. Financial Statements and Exhibits.

      (a)   Financial statements of businesses acquired. Not applicable.

      (b)   Pro forma financial information. Not applicable.

      (c)   Exhibits. Not applicable.

Signatures

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

Date:       February 15, 2000       Reliability Incorporated


                                          /s/ Max T. Langley
                                          --------------------------------
                                          Max T. Langley,
                                          Senior Vice President

















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