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) August 29, 1996
Model Imperial, Inc.
(Exact Name of Registrant as Specified in Charter)
Florida 0-24146 11-2401732
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) No.)
1243 Clint Moore Road, Boca Raton, Florida 33487
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (407) 241-8244
(Former Name or Former Address; if Changed Since Last Report)
ITEM 5. OTHER EVENTS
As set forth in a Current Report on Form 8-K filed by Model
Imperial, Inc., a Florida corporation (the "Registrant"), with the
Securities and Exchange Commission on August 1, 1996, the
Registrant and its subsidiaries filed voluntary petitions for
relief under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of Florida
on July 18, 1996 (IN RE MODEL IMPERIAL, INC., ET AL., Case No. 96-
32922-BKC-PGH)(jointly administered).
On August 29, 1996, Messrs. Andrew Giordano, Peter Handal and
Martin Liss, directors of the Registrant, resigned. Prior to the
resignation of the directors, the Company was in the process of
determining the appropriate means of continuing the investigation
being conducted by the Registrant's Audit Committee within the
bankruptcy setting. The investigation related to the matters
contained in the Registrant's Current Reports on Form 8-K dated
April 29, 1996, May 15, 1996 and May 22, 1996, filed in connection
with KPMG Peat Marwick LLP's resignation as the Registrant's
independent auditors. The Registrant's management believes that
the directors were dissatisfied with the progress of the Audit
Committee's investigation during the Registrant's bankruptcy
proceedings.
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.
MODEL IMPERIAL, INC.
September 13, 1996
By:/s/ Harold M. Ickovics
Harold M. Ickovics, Chairman
of the Board, President and
Chief Executive Officer
