COMPUTER MARKETPLACE INC
8-K, 1998-04-02
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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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 earliest event reported) March 30, 1998

                           COMPUTER MARKETPLACE, INC.
- --------------------------------------------------------------------------------
             (exact name of registrant as specified in its charter)


       DELAWARE                    0-1473                  33-0008870
- --------------------------------------------------------------------------------
   (State or other juris-         (Commission            (IRS Employer
   diction of Incorporation)      File number)           Identification No.)


  1171 RAILROAD STREET, CORONA, CALIFORNIA                            91720
- --------------------------------------------------------------------------------
  (Address of principal executive offices)                          (Zip Code)



  Registrant's Telephone Number,
    including Area Code:                                   (909) 735-2120
                                                           --------------


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


<PAGE>


ITEM 5.  OTHER EVENTS.

         On March 30,  1998,  at a Special  Meeting,  the Board of  Directors of
Computer Marketplace, Inc., a Delaware corporation (the "Registrant") approved a
resolution  to  extend  the  expiration  date  of  the  Registrant's   currently
outstanding   Class  D  Warrants   from  March  31,  1998  to  March  31,  1999.
Additionally,  the Board approved the temporarily  decrease in exercise price of
the Class D Warrant  from $2.50 to $1.00 per share.  Such  decrease  in exercise
price  shall  expire on May 31,  1998,  at which time the  exercise  price shall
return to $2.50 per share. The Class D Warrants  entitled the holders thereof to
purchase one share of Registrant's Common Stock for each warrant.

<PAGE>

                                   SIGNATURES



     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant has duly authorized and caused the undersigned to sign this Report on
the Registrant's behalf.


                                            COMPUTER MARKETPLACE, INC.




                                            By: /s/  L. Wayne Kiley
                                               ---------------------------
                                                     L. Wayne Kiley
                                                     President


Dated:  March 31, 1998




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