FRUEHAUF TRAILER CORP
8-K, 1996-06-25
TRUCK TRAILERS
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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 reported): June 24, 1996 
                                                  ------------- 


                Fruehauf Trailer Corporation
  ----------------------------------------------------       

 (Exact name of registrant as specified in its charter)



    Delaware            1-10772              38-2863240
- ----------------      -----------           --------------   

(State or other       (Commission         (I.R.S. Employer
 jurisdiction of      File Number)        Identification No.)
 incorporation)


111 Monument Circle, Suite 3200, Indianapolis, Indiana  46204
- -------------------------------------------------------------
    (Address of principal executive offices)       (Zip Code)


Registrant's telephone number, including area code:(317)630-3000
                                                   -------------




             Exhibit Index Appears on Page 4
<PAGE>
<PAGE> 2

Item 5.   Other Events.
          -------------

          The Company issued a press release on June 24,
          1996, a copy of which is filed as Exhibit 99.



Item 7.   Financial Statements, Pro Forma Financial
          Information and Exhibits.           
          -----------------------------------------

     (c)  Exhibits.

          99   Press Release dated June 24, 1996, from the 
               Company.


<PAGE>
<PAGE> 3
                      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.


                        FRUEHAUF TRAILER CORPORATION



Date: June 24, 1996     By:/s/Gregory G. Fehr        
                           ------------------  
                           Gregory G. Fehr
                           Corporate Controller
                            (Principal Accounting Officer) 

<PAGE>
<PAGE>   4
                             EXHIBIT INDEX
                             -------------



                                             Pagination by
                                             Sequential
                                             Numbering
Exhibit   Description of Exhibit              System 
- -------   ----------------------              -------  


  99      Press Release dated June 24, 1996,     5
          from the Company.


<PAGE>

                                                             
 



For Further Information:

Michael D. Picchi
Fruehauf Trailer Corporation
(317) 630-3000


  FRUEHAUF TRAILER  REPORTS COMPLETION OF FOREIGN
 ASSET SALE, INTEREST PAYMENT ON SENIOR NOTES, AND
               IMPROVED LIQUIDITY


Indianapolis, Indiana -- June 24, 1996 -- Fruehauf Trailer
Corporation (NYSE:FTC) today announced that it has completed
the sale of the Company's foreign assets, excluding Mexico, 
generating proceeds of approximately $20.3 million. 

The Company has made the $4.6 million interest payment on
its Senior Notes originally scheduled for May 1, 1996 and as
a result has cured the nonpayment default.  After payment of 
transaction fees and adjustments, proceeds of approximately
$7.5 million will be used in an offer to repurchase the
Company's Senior Notes.  This repurchase represents
approximately 12 percent of the Senior Notes, leaving
approximately $55 million outstanding.

In the sale transaction, the Company retained $6.0 million
for general corporate purposes.  The sale also provides the
Company an expansion of working capital availability under
the revolving credit facility of up to $1.0 million. 
Furthermore, the Company has entered into a new loan
facility of $3.5 million for the payment of trailing
liabilities.  These three actions have provided the
Company with increased liquidity and financial flexibility.

Thomas B. Roller, President and Chief Executive Officer,
commented, "The completion of the foreign asset sale is an
important component of our strategic plan to deleverage the
Company and allows us to fully focus on our core North
American operations.  While we no longer have a direct
financial interest, we will continue the longstanding and
beneficial technology sharing arrangements with these
affiliates that have served us so well in the past."

Fruehauf Trailer Corporation is one of the leading
manufacturers of truck trailers, producing, marketing, and
servicing the industry's widest range of dry freight van,
refrigerated van, platform, dump and liquid and dry bulk
tank trailers.  Among the largest suppliers of trailer parts
in North America, Fruehauf products are sold throughout the
truck trailer industry's largest Company-owned dealer and
authorized independent dealer network in North America.


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