8-K

                       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) January 29, 1999 
     (January 19, 1999)


                         Bristol Retail Solutions, Inc.
             (Exact name of registrant as specified in its charter)


              Delaware                  0-21633              58-2235556
    (State or other jurisdiction      (Commission          (IRS Employer
         of incorporation)            File Number)      Identification No.)


5000 Birch Street, Suite 205, Newport Beach, California            92660
      (Address of principal executive offices)                   (Zip Code)


Registrant's telephone number, including area code:  (949) 475-0800


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






ITEM 5.  OTHER EVENTS.
On January 19, 1999 the Registrant announced the appointments of Lawrence Cohen
as acting chairman and chief executive officer and Michael Shimada as acting
chief operating officer. Shimada is the Registrant's senior vice president and
chief financial officer and will temporarily serve in a dual capacity. The
appointments follow the termination on January 18, 1999 of Richard H. Walker as
president and chief executive officer and the resignation of Paul Spindler as
chairman and a director. Spindler has served the Registrant as a consultant
since November and will continue to do so. Earlier in the month, N. Douglas
Mazza resigned as chief operating officer to accept a similar position with an
international non-profit organization.

EXHIBITS
99.1         Press Release-Management Reorganization announced at Bristol Retail
             Solutions, Inc.










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                                    SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                       BRISTOL RETAIL SOLUTIONS, INC.
                                       (Registrant)


Date:  January 29, 1999                 By: /s/ Michael S. Shimada
                                       -----------------------------------------
                                       Michael S. Shimada, Senior Vice President
                                       and Chief Financial Officer



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EX-99.1

(Bristol Retail                                                     Exhibit 99.1
Solutions, Inc.
Logo Here)           BRISTOL RETAIL SOLUTIONS, INC.
5000 Birch Street, Suite 205, Newport Beach, California 92660, Telephone 
949-475-0800, Facsimile 949-475-0808



FOR IMMEDIATE RELEASE

CONTACT: Michael Shimada                                     Paul Spindler
Bristol Retail Solution, Inc.                                Spindler & Reynolds
(949) 475-0800                                               (310) 557-9112


                       MANAGEMENT REORGANIZATION ANNOUNCED
                        AT BRISTOL RETAIL SOLUTIONS, INC.

         NEWPORT BEACH, CA. Jan. 19, 1999 - Bristol Retail Solutions, Inc.
(BRTL: NASDAQ) today announced the appointment of Lawrence Cohen as acting
chairman and chief executive officer and Michael Shimada as acting chief
operating officer as the first step in a management reorganization of the retail
automation company.
         The appointments follow the termination yesterday of Richard H. Walker
as president and chief executive officer and the resignation of Paul Spindler as
chairman and a director. Spindler will continue to serve Bristol as a
consultant, the company said. Earlier in the month, N. Douglas Mazza resigned as
chief operating officer to accept a similar position with an international
non-profit organization.
         Cohen, a founding director of Bristol, is chairman of Registry Magic,
Inc., a speech recognition technology company. Shimada is Bristol's senior vice
president-chief financial officer and will temporarily serve in a dual capacity,
the company said.
         Cohen said a search is underway for permanent appointees to the
positions of chairman, chief executive and chief operation officer.
         Bristol Retail Solutions, headquartered in Newport Beach, California,
provides retail automation products and services through a company-owned
business units in 17 cities and 8 states.


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