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 -- April 13, 1995
                       (Date of earliest event reported)
 
                               MEDIQ INCORPORATED
             (Exact name of Registrant as specified in its charter)
 
                                                                      
              DELAWARE                               1-8147                              51-0219413
      (State of incorporation)              (Commission file number)                   (IRS employer
                                                                                   identification number)


 
                     ONE MEDIQ PLAZA, PENNSAUKEN, NJ 08110
               (Address of principal executive offices, zip code)
 
                            AREA CODE (609) 665-9300
                               (Telephone number)


ITEM 5. OTHER EVENTS.

    On April 13, 1995, the Registrant  announced that its Board of
Directors accepted the recommendation of its Special Committee rejecting
the offer of MEDIQ Acquisition Corp. to acquire MEDIQ as being
inadequate. In accepting the Special Committee recommendation, the
Board of Directors consulted with its investment banker, Lazard Freres
& Co. The Company also stated that it will continue to solicit offers
for the Company and its wholly-owned subsidiaries including MEDIQ/PRN
Life Support Services, Inc., and has directed Lazard Freres & Co. to
continue its efforts in this regard.

    In addition, the Registrant announced that it entered into an agreement
to sell Medifac, Inc., its healthcare facility planning, design and project
management subsidiary, and certain real estate, to the management group of
Medifac, headed up by James W. Eastwood, President and Chief Executive Officer,
for an aggregate sale price of $11.8 million.

    The Registrant also announced that it continues to focus on the sale of
its non-core businesses including Health Examinetics, Inc., MEDIQ Mobile
X-Ray Services, Inc. and MEDIQ Imaging Services, Inc.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
 


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(c)        Exhibits
99.1       Press Release, dated April 13, 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.
 
                                          MEDIQ Incorporated
                                          --------------------------------------
                                          (Registrant)
 
                                          /S/ MICHAEL F. SANDLER
                                          --------------------------------------
                                          Michael F. Sandler
                                          Senior Vice President -- Finance
                                            & Chief Financial Officer
 
Date: April 18, 1995

EX-99.1

NEWS RELEASE
 
Date:     IMMEDIATE (April 13, 1995)

Contact:  BERNARD J. KORMAN
          President/Chief Executive Officer
          MEDIQ Incorporated
          (609) 665-9300

    PENNSAUKEN, NJ -- MEDIQ Incorporated, a healthcare services company,
today announced that its Board of Directors accepted the recommendation
of its Special Committee rejecting the offer of MEDIQ Acquisition Corp.
to acquire MEDIQ as being inadequate. In accepting the Special Committee
recommendation, the Board of Directors consulted with its investment banker,
Lazard Freres & Co. The Company also stated that it will continue to solicit
offers for the Company and its wholly-owned subsidiaries including MEDIQ/PRN
Life Support Services, Inc., and has directed Lazard Freres & Co. to continue
its efforts in this regard.

    In addition, the Company announced that it entered into an agreement to
sell Medifac, Inc., its healthcare facility planning, design and project
management subsidiary, and certain real estate, to the management group of
Medifac, headed up by James W. Eastwood, President and Chief Executive Officer,
for an aggregate sale price of $11.8 million.

    The Company continues to focus on the sale of its non-core businesses
including Health Examinetics, Inc., MEDIQ Mobile X-Ray Services, Inc. and MEDIQ
Imaging Services, Inc.

    MEDIQ Incorporated, whose shares (MED and MED.Pr) and debentures
(MED.C and MED.NP) are traded on the American Stock Exchange, provides
essential healthcare services in a cost effective manner to a variety of
healthcare providers. MEDIQ's principal business is MEDIQ/PRN, the
country's leading provider of life support and critical care medical
equipment on a rental basis. Other MEDIQ operations include portable
x-ray, nuclear imaging and ultrasound services, healthcare
facility planning, design and project management and utilization
review of medical claims made to insurance companies. MEDIQ also owns
47% of PCI Services, Inc. (NASDAQ:PCIS), a leading independent
provider of pharmaceutical packaging services; 47% of NutraMax Products,
Inc. (NASDAQ:NMPC), a leading health and personal care products
company, marketing products in the feminine needs, cough/cold,
baby care, eye care and personal care categories; and 40% of MMI
Medical, Inc. (NASDAQ:MMIM), a leading independent provider of
cost-effective specialized services to hospital radiology
departments and other healthcare providers.