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 -- March 17, 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.

     MEDIQ Incorporated announced on March 17, 1995 that the Special
Committee of its Board of Directors has reviewed the offer that was made
on March 14, 1995 by MEDIQ Acquisition Corp. ("MAC") to acquire the
company, and will recommend that the Board reject the offer as inadequate.
In determining to recommend that the Board reject the offer, the Special
Committee consulted with its investment bankers, Lazard Freres & Co.
The Committee has undertaken a process to solicit offers for the Company,
its wholly-owned subsidiaries including MEDIQ/PRN, and its interests in
its partly-owned subsidiaries, including PCI Services, Inc. and NutraMax
Products, Inc. The Special Committee has advised MAC that it could submit
an improved offer as part of that process.

     MEDIQ Incorporated also announced on March 24, 1995 that an action
had been filed in the Court of Chancery of the State of Delaware by
two stockholders against the Company and its directors. The suit,
which seeks status as a class action on behalf of all MEDIQ
stockholders, alleges breaches of the fiduciary duties of the directors
and the Company in connection with the previously announced proposal
submitted to the Board of Directors by a management group for the
purchase of all of the outstanding shares of common and preferred stock.
The class action suit seeks an injunction to prevent the proposed
transaction from being pursued, as well as compensatory damages
and attorney's fees. The Company believes that this suit is without merit,
and has retained counsel to defend the Company.

     On March 29, 1995, an action was filed in the U.S. District Court for 
the Eastern District of Pennsylvania by Dr. Jeffrey S. Weisman against the 
Company, two wholly-owned subsidiaries of the Company and two employees of 
the subsidiaries. The suit alleges that the defendants committed fraudulent 
practices and violated the Racketeer Influenced and Corrupt Organization 
Act and the so-called "whistleblower" provisions of the False Claims Act in 
connection with the purchase by a subsidiary of the Company of a business 
formerly owned by the plaintiff. The suit also alleges that the defendants 
retaliated against the plaintiff for questioning alleged fraudulent 
practices, involving the Medicare system by a subsidiary of the Company. 
The suit seeks compensatory damages and punitive damages aggregating in 
excess of $12,000,000, as well as attorney's fees and other remedies. The 
Company intends to vigorously defend this suit.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
 


                                                                        PAGE
                                                                        -----
                                                               
(c)        Exhibits
99.1       Press Release, dated March 17, 1995        
99.2       Press Release, dated March 24, 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: January 25, 1995

EX-99.1

NEWS RELEASE
 
                                                      IMMEDIATE (March 17, 1995)

William M. Goldstein
Drinker Biddle & Reath
(215) 988-2982

    PENNSAUKEN, NJ -- MEDIQ Incorporated today announced that the Special
Committee of its Board of Directors has reviewed the offer that was made
on March 14, 1995 by MEDIQ Acquisition Corp. ("MAC")  to acquire the
company, and will recommend that the Board reject the offer as inadequate.
In determining to recommend that the Board reject the offer, the Special
Committee consulted with its investment bankers, Lazard Freres & Co.
The Committee has undertaken a process to solicit offers for the Company,
its wholly-owned subsidiaries including MEDIQ/PRN, and its interests in
its partly-owned subsidiaries, including PCI Services, Inc. and NutraMax
Products, Inc. The Special Committee has advised MAC that it could submit
an improved offer as part of that process.

    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 and EKG, 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 private label 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.

EX-99.2

NEWS RELEASE
 
                                                      IMMEDIATE (March 24, 1995)

MICHAEL F. SANDLER
Senior Vice President -- Finance
MEDIQ Incorporated
(609) 665-9399

MEDIQ ANNOUNCES ACTION FILED AGAINST THE COMPANY

    PENNSAUKEN, NJ -- MEDIQ Incorporated (AMEX) today announced that 
an action had been filed in the Court of Chancery of the State of 
Delaware by two stockholders against the Company and its directors. 
The suit, which seeks status as a class action on behalf of all MEDIQ 
stockholders, alleges breaches of the fiduciary duties of the directors 
and the Company in connection with the previously announced proposal 
submitted to the Board of Directors by a management group for purchase 
of all of the outstanding shares of common and preferred stock. The 
class action suit seeks an injunction to prevent the proposed transaction 
from being pursued, as well as compensatory damages and attorney's fees. 
The Company believes that this suit is without merit, and had retained 
counsel to defend the Company.

    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 and EKG, 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 private label 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.