QUALITY PRODUCTS INC
8-K, 1995-11-27
METALWORKG MACHINERY & EQUIPMENT
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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

                              ---------------------


                                October 17, 1995

                Date of Report (Date of earliest event reported)


                             QUALITY PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)


  Delaware                     0-18145                75-2273221
(State or other              (Commission           (I.R.S. Employer
jurisdiction of              File Number)         Identification No.)
Incorporation)

1718 East 7th Avenue, Suite 201
Tampa, Florida                                       33605-3806
(Address of principal executive offices)             (Zip Code)


Registrant's telephone number, including area code: (813) 248-4842



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ITEM 5.           OTHER EVENTS.

        a.        On or about September 1, 1995, an involuntary petition
under Chapter 11 of the United States Bankruptcy Code was filed against
Q.P.I. Consumer Products Corporation (the "Subsidiary"), a subsidiary of
the Registrant in the United States Bankruptcy Court for the Middle
District of Florida, Tampa Division (the "Bankruptcy Court"). On October
17, 1995, the Subsidiary filed a voluntary petition, thus converting the
proceeding to a voluntary Chapter 11 case with Case No. 95-08633-8C1.
Despite efforts to turn around the Subsidiary over the past 6 months,
there continues to be inadequate capital resources available to the
subsidiary to acquire raw materials and inventory to fill orders for the
next season and therefore, the Company has proposed to file a
liquidating Chapter 11 plan to effect an orderly liquidation of the
Subsidiary on an immediate basis.  The Subsidiary is engaged in the
manufacture of foam products.

        b.        On October 25, 1995 Bruce Daigel resigned as a
Director of the Company citing personal reasons. On November 4, 1995
Micah Eldred resigned as a Director of the Company citing personal
reasons. There have been no other candidates nominated to fill these
vacancies on the board, and no other candidates wishing to become
members of the board have been identified.





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<PAGE>


                                    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.




                                  QUALITY PRODUCTS, INC.



                                  \s\Thomas P. Raabe
                                  Thomas P. Raabe, Chief Executive Officer
                                  (Principal Executive Officer)



Dated:  November 27, 1995
        Tampa, Florida



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