8-K

 
             This is a confirming electronic copy of the Form 8-K
                        filed manually on May 24, 1995.

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 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 17, 1995
                                                 ------------------------------

                            OXIS INTERNATIONAL, INC.
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               (Exact Name of Registrant as Specified in Charter)


         DELAWARE                      0-8092                  94-1620407
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     (STATE OR OTHER           (COMMISSION FILE NUMBER)       (IRS EMPLOYER 
JURISDICTION OF INCORPORATION)                           IDENTIFICATION NUMBER) 


        6040 N. Cutter Circle,  Suite 317, Portland, OR             97217
- ------------------------------------------------------------------------------  
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                         (ZIP CODE)


Registrant's telephone number, including area code.   (503) 283-3911
                                                    ---------------------------


- ------------------------------------------------------------------------------  
         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

                              Total number of sequentially
                               numbered pages:      5
                                                  -----

                              Exhibit Index at page:  4
                                                    -----

 
ITEM 5.   OTHER EVENTS
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     On May 17, 1995 and May 19, 1995, OXIS International, Inc. ("OXIS") sold
1,227,625 shares of its Common Stock in a private placement to offshore
investors for an aggregate consideration of $2,037,860.  The Common Stock sold
is not registered under the Securities Act of 1933, as amended, and may not be
re-offered or re-sold absent registration under the Securities Act or available
exemptions from such registration requirements.

     A copy of the Press Release with respect to such transaction is attached as
an exhibit to this report.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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          (c)  Exhibits

99.1 Press Release, dated May 19, 1995

 
                                   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 hereunto duly authorized.

                              Oxis International, Inc.
                              (Registrant)


Dated:  May 23, 1995                    By:   /s/   Ray R. Rogers    
            --                                ---------------------  
                                        Name: Ray R. Rogers          
                                        Title:  Chairman of the Board 

 
                                 EXHIBIT INDEX
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                                                        Page No. in
                                                    sequentially numbered
 Exhibit No.               Description                 current report    
 -----------               -----------              --------------------- 
                                              
     99.1        Press Release dated May 19, 1995             5

EX-99

 
                                  EXHIBIT 99.1


(BW)  (OXIS-INTERNATIONAL-2)  (OXIS)  Oxis International Reports Private
Placement of Securities

     Business Editors/Healthcare Writers

     PORTLAND, Ore.--(BUSINESS WIRE)--May 19, 1995--OXIS International,
(NASDAQ:OXIS) announced today that it has raised $2,037,836 through a
private placement of 1,227,625 shares of common stock to Canadian and
European investors.
     OXIS' Chairman, Ray R. Rogers, stated that the purpose of the
offering is principally to raise additional working capital to
continue research, development, and marketing programs.  No other
terms of the transaction were disclosed.
     The common stock sold has not been registered under the
Securities Act of 1933 and may not be reoffered or resold in the
United States absent registration or an applicable exemption from
such registration requirements.
     OXIS International is a leading drug development and diagnostic
company dedicated to the research and development of antioxidants and
free radical scavengers to combat disease associated with excess free
radicals.  The company, headquartered in Portland, Ore., has research
facilities in Mountain View, Calif. and near Paris, France.

     --30--

     CONTACT:  OXIS International, Inc.
     Ray R. Rogers, 503/283-3911
     503/274-2165 (Before 9 a.m. PDT)