INDUSTRIAL HOLDINGS INC
10-C, 1996-07-18
MACHINERY, EQUIPMENT & SUPPLIES
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FORM 10-C

Securities and Exchange Commission
Washington, DC  20549

Report by issuer of securities quoted on The Nasdaq Stock Market(sm), filed
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and Rule
13a-17 or 15d-17 thereunder.

EXACT NAME OF ISSUER AS SPECIFIED IN CHARTER:   INDUSTRIAL HOLDINGS, INC.

ADDRESS OF PRINCIPAL EXECUTIVE OFFICES:   7135 ARDMORE  HOUSTON, TX  77054

ISSUER'S TELEPHONE NUMBER (INCLUDING AREA CODE):  (713) 747-1025


I.   Change in Number of Shares Outstanding
Indicate any change (increase or decrease)of five percent or more in the number
of shares outstanding:

1.   Title of security    CLASS A WARRANTS

2.   Number of shares outstanding before the change    575,000

3.   Number of shares outstanding after the change   620,707

4.   Effective date of change   JULY 12, 1996

5.   Method of change    EXERCISE OF WARRANTS
Specify method (such as merger, acquisition, exchange, distribution, stock
split, reverse split, acquisition of stock for treasury, etc.) EXERCISE OF
WARRANTS

Give brief description of transaction  EXERCISE OF WARRANTS

II.   Change in Name of Issuer

1.   Name prior to change____________________________

2.   Name after change_______________________________

3.   Effective date of charter amendment changing name______________________

4.   Date of shareholder approval of change, if required____________________

JULY 18, 1996                   /s/ CHRISTINE A. SMITH , CHIEF FINANCIAL OFFICER
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DATE                                OFFICERS SIGNATURE AND TITLE




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