MERIT STUDIOS INC
8-K, 1996-06-04
PREPACKAGED SOFTWARE
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                       UNITED STATES
             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)
May 20, 1996


                    MERIT  STUDIOS,  INC.
     (Exact name of Registrant as specified in charter)
                              
                              
    DELAWARE                        1 - 12516
75-2231432
(State of incorporation)         (Commission File Number)
(IRS Employer Identification Number)


                         13707  Gamma Road
                        Dallas, Texas 75244
              (Address of principal executive office)

 Registrant's telephone number, including area code:  (214)
                          385 2353

                              

                              

                              

                              

Item 1.  Changes in Control of Registrant.

     Not applicable.




Item 2.  Acquisition or Disposition of Assets.

     Not applicable.


Item 3.  Bankruptcy or Receivership.

     Not applicable.


Item 4.  Changes in Registrant's Certifying Accountant.

     Not applicable.


Item 5.  Other Events.

      Registrant  has elected to defer, and not declare  and
pay,   the  quarterly  cash  dividend  on  Registrant's   4%
Cumulative Convertible Preferred Stock which pursuant to the
Designation, Preferences, Rights and Limitations of  the  4%
Cumulative Convertible Preferred Stock otherwise would  have
been declared at $0.04 per share payable on June 15, 1996 to
stockholders of record on May 31, 1996.  The quarterly  cash
dividend  was  deferred for purposes of  conserving  working
capital.    The  quarterly  cash  dividend  will  accumulate
pursuant  to  the  terms  of  the Designation,  Preferences,
Rights  and  Limitations  of the 4%  Cumulative  Convertible
Preferred Stock.


Item 6.  Resignations of Registrant's Directors.

     Not applicable.



Item 7.  Financial Statements and Exhibits.
     Not applicable.

Item 8.  Change in Fiscal Year.
     Not applicable.


                         SIGNATURES
     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 thereunto  duly
authorized.


                                   MERIT  STUDIOS,  INC.

                                   /S/  W. D. HOLLON
                                   By:
                                        W. D. Hollon
                                        Vice   President,
Finance                                      andChief
Financial Officer
May 20, 1996



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