INCOMNET INC
8-K, 1997-08-20
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                   UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                           

                                       FORM 8-K
                                           
                                           
                                           
       Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 
                                           
                                           
                                           
          Date of Report (Date of earliest event reported): AUGUST 20, 1997
                                           

                                     INCOMNET, INC. 
                                     --------------
                (Exact name of registrant as specified in its charter)
                                           
                                           
                                       CALIFORNIA
                                       ----------
                    (State or other jurisdiction of incorporation)
                                           
                                           
                                           
          0-12386                                               95-2871296
          -------                                               ----------
    (Commission File Number)                                (I.R.S. Employer
                                                            Identification No.)

    21031 VENTURA BOULEVARD, SUITE 1100, WOODLAND HILLS, CALIFORNIA     91364
    ---------------------------------------------------------------     -----
    (Address of principal executive offices)                         (Zip Code)

         Registrant's telephone number, including area code: (818) 887-3400
                                           
                                    NOT APPLICABLE
                                    --------------
      (Former name, former address and former fiscal year, if changed since last
       report)
                                           


Total number of pages in this document: 4


                                       Page 1
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                                  TABLE OF CONTENTS
                                           

ITEM 5.  OTHER EVENTS ...................................................  3
          Election of Richard M. Horowitz, Stanley C. Weinstein and David
          Wilstein as Directors .........................................  3

SIGNATURES ..............................................................  4


                                       Page 2
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ITEM 5.  OTHER EVENTS

ELECTION OF RICHARD M. HOROWITZ, STANLEY C. WEINSTEIN AND DAVID WILSTEIN AS
DIRECTORS

On August 13, 1997, the Company's Board of Directors amended the Company's 
By-laws to set the number of directors of the Company to seven members from 
its present level of six members, with two vacancies. The Company's Board 
elected Richard M. Horowitz, Stanley C. Weinstein and David Wilstein to fill 
the vacancies on the Board. 

Richard M. Horowitz has served as President of Management Brokers Insurance 
Agency (Beverly Hills, CA) since 1974.  He also serves as Chairman of 
Leviathan Corporation, a computer sales, consulting and software company, and 
Chairman of Dial 800, Inc., a telecommunication company. Since 1990, he has 
been a member of the Board of Directors of Trio-Tech International, a company 
that produces environmental testing equipment. He has an MBA from Pepperdine 
University.

Stanley C. Weinstein is a co-founder and the Managing Shareholder of 
Weinstein Spira & Company, P.C. Certified Public Accountants, which was 
established in 1962 in Houston, TX. His expertise includes diverse business 
consulting, executive recruitment and compensation, and the development and 
utilization of marketing strategies. Mr. Weinstein attended Rutgers 
University and obtained a B.B.A. from Upsala College. He is a member of the 
American Institute of Certified Public Accountants (AICPA) and the Texas 
Society of Certified Public Accountants (TSCPA).

David Wilstein is the President and Chairman of the Realtech Group, a real 
estate development and management firm in Los Angeles, CA, which he founded 
in 1968. He is also the Chairman of the Board of Aero Products Research, a 
company that develops plastic products and is a member of the Board of C. I. 
Systems, a company that develops electro-optical test equipment. Mr. Wilstein 
has a B.S. in civil-structural engineering from the University of Pittsburgh. 


                                       Page 3
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SIGNATURE

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


INCOMNET, INC.
- -----------------------
 (Registrant)


Date: August 20, 1997                           By: /s/  MELVYN REZNICK
                                                ------------------------------
                                                Melvyn Reznick, President


                                       Page 4


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