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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): January 13, 1997



                          Digital Products Corporation
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              (Exact name of registrant as specified in character)


           Florida                 0-9503                  59-1141879
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(State or other jurisdiction    (Commission              (IRS Employer
    of incorporation)           File Number)           Identification No.)


     1498 Northwest 3rd Street, Deerfield Beach, Florida             33442
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         (Address of principal executive offices)                  (Zip Code)


              Registrant's telephone number, including area code:
                                  954-246-9600
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Item 5. Other Events

        Digital Products Corporation (the "Company") announced that it is
exploring strategic options and negotiating a consulting agreement with
Tracking Systems Corporation (TSC) of Harrisburg, Pennsylvania. Tracking
Systems is considering an investment in, or possible acquisition of, DPC and
has agreed, subject to negotiating a consulting agreement, to provide advice to
DPC on its monitoring operations and business development. Tracking Systems
Corporation has been a leading provider of electronic monitoring products and
services to government corrections agencies since 1990. John Sciortino, CEO of
TSC, stated, "The marketplace is seeking alternatives and I believe that the
combined efforts of both companies provide an optimum solution for the
monitoring service and product needs of corrections and criminal justice
industry."

        On January 13, 1997, Colonel Clinton Pagano (Retired) and Henry Hudson
resigned from the Board of Directors of DPC for personal reasons. On January
14, 1997, Ben Khoshnood, President and CEO, and Robert Chalnick, Vice President
and Secretary resigned their positions and terminated the Management Agreement
between KBS and DPC, in order to re-focus their time and attention on their
company. Mike Marino expressed his appreciation for the efforts of Ben, Robert
and KBS to reduce DPC's operating costs and introducing TSC as a potential
strategic partner.

        As a result of the aforementioned changes the Executive Committee has
appointed Leo Carson as Interim President and Jane Gomez as Vice President,
Controller and Secretary of the Company. Leo Carson has served DPC in several
capacities since joining in 1989, most recently as Vice President and Director
of Sales and Marketing, and Jane Gomez brings 10 years of experience in
accounting and finance. Mr. Marino stated, "Leo Carson will continue to assure
that DPC provides the highest quality service to its customers as we explore
the best strategic options available to DPC."

        KBS has re-affirmed its pledge and continuing commitment to provide DPC
with the most advanced and highest quality products for the electronic
monitoring marketplace. KBS has provided contract manufacturing and engineering
to the Company since 1994.
        
        The Company also announced that it has suffered significant operating
losses and is experiencing severe liquidity problems. As described above, the
Company is exploring its strategic options and has been actively seeking
additional financing for the Company. The Company believes that it will also
need to restructure its existing debt. There can be no assurance that the
Company will be able to enter into any strategic relationship, financing
arrangements or restructure its debt.

                                        DIGITAL PRODUCTS CORPORATION



                                        By: /s/ Jane Gomez
                                            -----------------------------
                                            Jane Gomez        
                                            Vice President, Controller and 
                                            Secretary

Date: January 23, 1997