NETWORK CONNECTION INC
8-K, 1997-05-12
COMPUTER COMMUNICATIONS EQUIPMENT
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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): May 8, 1997


	THE NETWORK CONNECTION, INC.



    Georgia     		     1-13760         	 
 58-1712432 
(State or other		(Commission File	
	(IRS Employer
jurisdiction of	          No.)				 
   ID No.)
incorporation)



	1324 Union Hill Road, Alpharetta, GA 30201
	(Address of principal executive offices)



	                  (770) 751-0889                  
	Registrant's telephone number, including area code



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


Item 5 - Other Events.

On May 8, 1997, the Company announced that holders 
of 99.7% of the Company's publicly-traded Redeemable
Common Stock Purchase Warrants (the 
"Warrants") (NASDAQ SmallCap Stock Market Symbol: 
TNCXW) elected to exercise and convert to common stock at 
$5.00 per share rather than redeem their Warrants, at the 
redemption price of $.25 per Warrant; raising $5.3 million.
	

Item 7 - Financial Statements, Pro Forma Financial Statements and 
Exhibits

	(a)	Financial Statements

		None.

	(b)	Pro Forma Financial Statements

		None.

	(c)	Exhibits

		10.1 	Press Release dated May 8, 1997 announcing 
the Company's Warrant Redemption results.


	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 hereto duly authorized.


							THE NETWORK 
CONNECTION, INC.
							   (Registrant)



Dated: May 9, 1997  			By:/S/ BRYAN CARR        
           
							     Bryan Carr, Vice 
President


Exhibit 10.1
THE NETWORK CONNECTION, INC. COMPLETES
 WARRANT REDEMPTION; 99.7% EXERCISED 
RAISING $5.3 MILLION


ALPHARETTA, GA -- May 8, 1997 -- The Network 
Connection, Inc. (NASDAQ SmallCap Stock Market:  TNCX), 
an Atlanta based designer, manufacturer and distributor of 
computer networking products that provide digital video/audio 
on-demand, imaging and multimedia processes, today 
announced that holders of 99.7% of the Company's publicly-
traded Redeemable Common Stock Purchase Warrants (the 
"Warrants") (NASDAQ SmallCap Stock Market Symbol: 
TNCXW) elected to exercise and convert to common stock at 
$5.00 per share rather than redeem their Warrants, at the 
redemption price of $.25 per Warrant; raising $5.3 million. 

"We sincerely appreciate the confidence and support in the 
Company shown by our shareholders in the success of our 
warrant exercise," said Wil Riner, Chairman and CEO of TNCX. 
"The proceeds from the Warrant exercise will greatly enhance 
our growth plans and will be used primarily to complete 
regulatory certification and fund anticipated contracts in the 
travel and transportation entertainment on-demand market. In 
addition, our success from recently announced education and 
training related programs; (i) South Korean High School ($5.3 
million in orders on $25 million program); (ii) DOD Breast 
Cancer Awareness ($500K in orders on $10 million program) 
and; (iii) ATML ($2.6 million in orders on $11 million 
program), which if fully completed, should result in a very 
exciting and rewarding year for the Company and its 
shareholders."

TNCX, designs, manufactures and distributes the Cheetah? 
family of video server platforms which enable the storage and 
delivery of video/audio data over local area networks. 
Cheetah? servers are used to bring interactive, on-demand, 
full-motion video training, education and entertainment to the 
networked client computers in the corporate, home, educational 
and train (TrainView?), hotel (InnView?), aircraft 
(AirView?), and cruise ship (CruiseView?) travel related 
entertainment and transport environments.

Statements in this press release that are not descriptions of 
historical facts may be forward-looking statements, as that term 
is defined in the Private Securities Litigation Reform Act of 
1995, that are subject to risks and uncertainties, including 
economic, competitive and technological factors affecting the 
Company's operations, markets, products, services and prices, 
the failure to execute further definitive orders on favorable terms 
or at all for the programs identified above, the failure of  the 
Company to receive sufficient financing to perform under any 
new contracts, as well as other specific factors discussed in the 
Company's filings with the Securities and Exchange 
Commission.

The Network Connection, Inc.	
1324 Union Hill Road
Alpharetta, GA 30201 USA
770/751-0889 800/327-4853		Fax 770/751-1884
Internet Address: tnc.www.com	Investor Relations: Bryan 
Carr - [email protected]




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