PAGES INC /OH/
8-K, 1996-10-31
MISCELLANEOUS NONDURABLE GOODS
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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 EXCHANGE ACT OF 1934
                                     
                                     
     Date of Report (Date of earliest event report):  October 28, 1996
                                     
                                     
                                     
                                PAGES, INC.
    __________________________________________________________________
                                     
                      Commission File Number 0-107475
                                     
     Incorporated - Delaware      IRS Identification Number 34-1297143
                                     
                                     
                                     
                                     
           801 94th Avenue North, St. Petersburg, Florida  37702
                                     
                                     
                                     
     Registrant's telephone number, including area code (813) 578-3300
                                     
<PAGE>

Item 5.   OTHER EVENTS

     The Company announced on Monday, October 28, 1996, that it has entered
into  a settlement with the Internal Revenue Service regarding four Notices
of  Deficiencies received assessing additional taxes for the  fiscal  years
1988,  1989,  1990  and  1991.   The  settlement  totaling  $750,000,  plus
interest,  covers  all  assessments by the Internal Revenue  Service.   The
settlement  amount will be paid immediately and, since it will  be  charged
against the Company's previously established reserve, it will not adversely
impact earnings.


      The Company announced on Wednesday, October 30, 1996, that Tamara  L.
Zeph  has resigned as its Treasurer and Chief Financial Officer and as Vice
President  -- Finance of PAGES Book Fairs, Inc., a wholly owned  subsidiary
of  the  Company.   Ms. Zeph has accepted a position with another  Company.
Randall  J.  Asmo,  Vice President, PAGES, Inc. has been appointed  interim
Chief Financial Officer, effective immediately.  He will temporarily assume
Ms.  Zeph's responsibilities during the nationwide search for a  new  Chief
Financial Officer and  Treasurer.  Mr. Asmo has been with the Company since
1990 and has held financial positions with increasing responsibility.






                                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:  October 31, 1996            PAGES, Inc.
       -----------------           ------------------------
                                   (Registrant)
 

                                   /s/ S. Robert Davis, Chairman
                                   -----------------------------
                                   S. Robert Davis, Chairman



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