INDUSTRIAL HOLDINGS INC
8-K, 1998-04-15
MACHINERY, EQUIPMENT & SUPPLIES
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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) MARCH 30, 1998

                            INDUSTRIAL HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)
<TABLE>
<S>                                                <C>                                        <C>       
           TEXAS                                   1-9580                                     76-0289495
(State of other jurisdiction of            (Commission File Number)                (IRS Employer Identification No.)
       incorporation)                                       
</TABLE>
                        7135 ARDMORE HOUSTON, TEXAS 77054
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code (713) 747-1025


          ____________________________________________________________
         (Former name or former address, if changed since last report.)

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<PAGE>

ITEM 5. OTHER EVENT

      On March 30, 1998, Industrial Holdings, Inc. (the "Company") acquired all
of the outstanding Common Stock, par value $1.00 per share, of WHIR Acquisition,
Inc., doing business as Ameritech Fastener Manufacturing, Inc. ("Ameritech"),
upon merger of a wholly owned subsidiary of the Company with and into Ameritech,
with Ameritech being the surviving corporation (the "Merger"). As a result,
Ameritech became a wholly owned subsidiary of the Company. Ameritech, located in
Houston, Texas, manufactures fasteners for sale to the aerospace, automotive,
petroleum and petrochemical industries. Ameritech's 1997 revenues were $1.7
million.

      The attached press release may contain forward-looking statements related
to competitive advantage and prospects for expansion that involve risks and
uncertainties. These risks and uncertainties may cause actual results to differ
materially from expected results.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

            (a)   Exhibits

                  The following exhibit is filed herewith:

            99    Press release dated March 31, 1998, related to the
                  announcement of the completion of the acquisition of Ameritech
                  Fastener Manufacturing, Inc. of Houston, Texas.

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<PAGE>
                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed in its behalf by the
undersigned hereunto duly authorized.

                                              INDUSTRIAL HOLDINGS, INC.

                                              By: /s/ CHRISTINE A. SMITH
                                                      VICE PRESIDENT AND 
                                                      CHIEF FINANCIAL OFFICER

Date: April 15, 1998

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                                                                      EXHIBIT 99


FOR IMMEDIATE RELEASE                                    FOR INFORMATION CONTACT
ALL NAMES VERIFIED                                           ROBERT E. CONE, CEO
                                                                  (713) 747-1025


                            INDUSTRIAL HOLDINGS, INC.
                 ACQUIRES AMERITECH FASTENER MANUFACTURING, INC.

HOUSTON, TEXAS, (MARCH 31, 1998) Robert E. Cone, President of Industrial
Holdings, Inc. ("IHI") (Nasdaq/NMS-IHII) announces the acquisition of WHIR
Acquisition, Inc. doing business as Ameritech Fastener Manufacturing, Inc.
Ameritech, located in Houston, Texas manufactures specialty fasteners for the
aerospace, automotive and petrochemical industries through the United States,
Canada and other countries. "Ameritech adds to our rivet manufacturing
capabilities and provides entry into the aerospace industry, a new market for
our Fastener Division," Mr. Cone said.

IHI operates through its two divisions, Energy Products and Services and
Fastener Sales and Manufacturing. IHI continues to explore the market for
potential acquisitions in light manufacturing industries compatible with its
divisions. IHI is a holding company organized to acquire, operate and grow
internally, achieving greater economies of scale and improved operating results
through consolidation.

                   Contact: Robert E. Cone, President and CEO
                                 (713) 747-1025



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