DATAFLEX CORP
8-K, 1996-09-09
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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                            FORM 8-K
               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549



                         CURRENT REPORT



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934



Date of Report (date of earliest event reported):  August 30, 1996


                      DATAFLEX CORPORATION                       
     (Exact name of registrant as specified in its charter)



  New Jersey                0-15551              22-2163376       

(State or other          (Commission          (IRS Employer
jurisdiction of          File Number)         Identification No.)
incorporation)           



 3920 Park Avenue, Edison, New Jersey              08820      
(Address of principal executive office)         (Zip Code)



Registrant's telephone number, including area code:(908) 321-1100



                            N/A                                  
  (Former name or former address, if changed since last report)







                        Page 1 of 4 pages




Item 1.   Changes in Control of Registrant

          Not Applicable

Item 2.   Acquisition or Disposal of Assets

          Pursuant to an Asset Purchase Agreement dated August 30,
          1996, between Dataflex Corporation and AmeriData of New
          Jersey, Inc., the Company intends to sell certain of its
          assets and intends to transfer certain of its liabilities
          relating to its business operations, primarily located in
          the states of New York, New Jersey, Illinois and
          Wisconsin ("Eastern and Mid-Western Regions").  A copy of
          the press release relating to the transaction is attached
          as an exhibit hereto.
          
Item 3.   Bankruptcy or Receivership

          Not Applicable

Item 4.   Changes in Registrant's Certifying Accountant

          Not Applicable

Item 5.   Other Events

          Not Applicable

Item 6.   Resignation of Registrant's Directors

          Not Applicable.

Item 7.   Financial Statements and Exhibits

          (a)  Financial statements of business acquired.

               Not Applicable

          (b)  Pro forma financial information

               Not Applicable

          (c)  Exhibits

               -  Press Release dated September 3, 1996

Item 8.   Change in Fiscal Year.
     
          Not Applicable.



                            SIGNATURE




          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.

                                   DATAFLEX CORPORATION



                                BY:/s/ Richard C. Rose
                                   _________________________           
                                   RICHARD C. ROSE,
                                   Chairman
                                   



Dated:  September 6, 1996


<PAGE>

                                CONTACT:  Richard Rose
                                          Chairman & CEO
                                          Dataflex Corporation
FOR IMMEDIATE RELEASE                     (908) 321-1100



         DATAFLEX AGREES TO SELL EASTERN AND MIDWESTERN
            OPERATIONS FOR APPROXIMATELY $50,000,000




          Edison, NJ, September 3, 1996 ----- Dataflex Corporation
(NASDAX:DFLX), announced today that it has agreed to sell its
Eastern and Midwestern operations for approximately $50,000,000
comprised of cash and assumed liabilities to AmeriData
Technologies, Inc., a GE Capital Technology Management Services
company.  All sales and operations of the Edison, NJ, New York
City, NY, Chicago, IL and Milwaukee, WI locations will become part
of AmeriData.  These operations have combined revenues of
approximately $175,000,000.  This transaction is subject to certain
legal conditions and is expected to close by the end of September,
1996.

          Richard C. Rose, Chairman and CEO stated, "this
transaction represents a major change in our strategy going
forward.  We will now focus on growing revenues and profits in the
Southeast, where we are a leader in sales and service to middle
market companies.  Dataflex will continue to enhance its just-in-
time methodology with suppliers as it changes from a national
organization to a premier regional provider of computer products
and services which address a rapidly growing market and customer
set."

          Dataflex expects to realize an after-tax loss of
approximately $1,300,000 on this transaction.  Post transaction,
Dataflex will haverevenues of approximately $160,000,000 and a net
worth of approximately $30,000,000 or $5.50 per share.

          This sale is also consistent with our mission to reduce
debt and improve our balance sheet.  The proceeds from the sale
will be used to reduce the Company's current obligations and debt. 
At the conclusion of this transaction, Dataflex will be financially
well positioned to pursue the rapidly expanding middle markets of
the computer industry.

          Dataflex is considered a leader in providing computer
products and services to corporations in the Eastern United States
through its centralized, state-of-the-art, Telesales facility in
Clearwater, Florida.  Dataflex is also the exclusive Apple
Education dealer for grades Kindergarten through 12th in nine
Southern states.  In addition, Dataflex offers complete systems
integration consulting, hardware and software product acquisition,
training and project implementation services.

  Statement Under the Private Securities Litigation Reform Act

          With the expectation of the historical information
contained in this release, the matters described herein contain
forward-looking statements that involve risk and uncertainties that
may individually or mutually impact the matters herein described,
including but not limited to product acceptance, economic,
competitive, governmental, results of litigation, technological
and/or other factors, which are outside the control of the Company.



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