FRUEHAUF TRAILER CORP
8-K, 1996-06-04
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 4, 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
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Item 5.   Other Events.
          -------------

          The Company issued a press release on June 4, 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 4, 1996, from the 
               Company.


<PAGE>
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                      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 4, 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 4, 1996,      5
          from the Company.


<PAGE>

For Further Information:
                                                              

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

                                                              

     FRUEHAUF TRAILER CORPORATION REPORTS STATUS
              OF BONDHOLDER DISCUSSIONS

                                                              

Indianapolis, IN -- June 4, 1996 -- Fruehauf Trailer
Corporation (NYSE: FTC) today announced that it has received
a counterproposal from its bondholders and is in active
discussions with other affected parties.  The discussions
relate to the Company's pending consent solicitation under
which the Company is seeking bondholder consent to allow the
Company to retain a larger portion of proceeds expected to be
generated from the proposed sale of certain of the Company's
foreign assets and to pay the scheduled May 1 interest
payment on the Senior Notes with certain of the proceeds.
                                                              

     As the interest payment is an integral part of the
ongoing discussions, the Company did not make the May 1
interest payment within the 30-day grace period.  While such
nonpayment of interest results in a default under the Senior
Notes and revolving credit facility, the Company is in active
discussions with its bondholders and other constituents with
respect to these matters.
                                                              

     Fruehauf Trailer Corporation is one of the world's
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 branch and
authorized dealer network in North America.
                                                              

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