8-K

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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) February 4, 1997
                                                         ----------------


                                 McM Corporation
                                 ---------------
             (Exact name of registrant as specified in its charter)


      North Carolina                 0-8678                      56-1171691
      --------------                 ------                      ----------
     (State or other              (Commission                  (IRS Employer
     jurisdiction of              File Number)               Identification No.)
     incorporation)


                           Box 12317, 702 Oberlin Road
                          Raleigh, North Carolina 27605
                          -----------------------------
           (Address of principal executive office including Zip Code)


                                 (919) 833-1600
                                 --------------
              (Registrant's telephone number, including area code)











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Item 5. Other Events.

         The press release dated February 4, 1997, is incorporated by reference.
It is attached to this report as Exhibit 1.

Item 7. Exhibits.

         Exhibit 99 - Press release dated February 4, 1997.


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.

                                                  McM Corporation


                                                  By   /s/ Stephen L. Stephano
                                                       -------------------------
                                                       Stephen L. Stephano
                                                       President
                                                       Chief Operating Officer


Date:    February 7, 1997

EX-99

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                                                                 EXHIBIT 99


                          [McM CORPORATION LETTERHEAD]



RALEIGH, NORTH CAROLINA, FEBRUARY 4, 1997 - FOR IMMEDIATE RELEASE


         McM Corporation, a Raleigh-based insurance holding company, has been
informed that the Trustee of the McMillen Trust, holder of 66% of the Company's
stock, has granted to McM Acquisition Corporation ("MAC") an option to purchase
all of the Trust's shares at $6.20 per share. The option expires March 1, 1998.
MAC, controlled by private investor and real estate developer M. Roland Britt,
has filed a Form 13D with the Securities and Exchange Commission. The filing
shows that the possible purchase of the Trust's shares is subject to the ability
of MAC to obtain the necessary financing as well as North Carolina Department of
Insurance and other regulatory approvals. McM, which is not a party to the
option agreement, cannot predict whether MAC will exercise its option or would
be able to obtain the required approvals and financial arrangements.

         The Trustee of the McMillen Trust, Wilmington Trust Company, is
proceeding under a 1987 order of the Chancery Court of Delaware which directs
the Trustee to dispose of its investment in McM.

         In a separate, independent action, McM had already agreed to provide
MAC confidential access to the Company records and information to enable it to
conduct due diligence reviews and to pursue appropriate financial arrangements
for a possible acquisition of all of McM's shares. The agreement, which expires
May 31, 1997, also grants to MAC an exclusive period during which McM will
continue its policy of not soliciting acquisition offers.




COMPANY CONTACT:

Stephen L. Stephano
President
(919) 833-1600