8-K

                                    FORM 8-K


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): June 12, 1996


                               MEDIQ INCORPORATED
             (Exact name of registrant as specified in its charter)


                                    Delaware
                 (State or other jurisdiction of incorporation)

              1-8147                                51-0219413
      (Commission File Number)          (I.R.S. Employer Identification No.)


                  One MEDIQ Plaza, Pennsauken, New Jersey 08110
                    (Address of principal executive offices)


        Registrant's telephone number, including area code:(609)665-9300

                                               



Item 5.  Other Events.

In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, MEDIQ Incorporated (the "Company") is hereby
filing cautionary statements identifying important factors that could cause the
Company's actual results to differ materially from those projected in
forward-looking statements, made by or on behalf of the Company.

Item 7.  Financial Statements and Exhibits.

The following is filed as an Exhibit to this Report.

Exhibit Number 99

Description

Cautionary statements for purposes of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 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 thereunto duly authorized.


                                            MEDIQ INCORPORATED
                                            (Registrant)


Dated: June 12, 1996                        By:  /s/ Michael F. Sandler
                                                 ----------------------
                                                 Michael F. Sandler
                                                 Senior Vice President -
                                                 Finance and Chief Financial
                                                 Officer
                                                  

EX-99

                                                                      Exhibit 99

Cautionary statements for purposes of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995

         The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements to encourage companies to provide
prospective information about their companies without fear of litigation so long
as those statements are identified as forward-looking and are accompanied by
meaningful cautionary statements identifying important factors that could cause
actual results to differ materially from those projected in the statement. The
Company desires to take advantage of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 and is filing this Form 8-K to do so.
Accordingly, the Company hereby identifies the following important factors which
could cause the Company's actual financial results to differ materially from any
such results which might be projected, forecast, estimated or budgeted by the
Company in forward-looking statements.

(a) An inability to refinance all or a portion of the Company's consolidated
senior debt or a delay in the completion of such refinancing from that presently
contemplated.

(b) Failure to complete the planned sale of the Company's discontinued
operations and certain other assets, or a delay in the completion of such sales.

(c) Heightened competition, including specifically price competition, the entry
of new competitors, or the introduction of new products by new and existing
competitors.

(d) Adverse state and federal legislation and regulation, including changes in
MEDICARE and MEDICAID reimbursement policies.

(e) Termination of contracts with major customers or renegotiation of these
contracts at less cost-effective rates or with longer payment terms.

(f) Unanticipated price increases in medical equipment or other rented equipment
and supplies.

(g) Higher service, administrative or general expenses occasioned by the need
for additional advertising, marketing, administrative, or management information
systems expenditures.

         Many of the factors set forth above have been disclosed in the
Company's prior SEC filings. The foregoing review of factors pursuant to the
Private Litigation Securities Reform Act of 1995 should not be construed as
exhaustive or as any admission

                                                  



regarding the adequacy of disclosures made by the Company prior to the effective
date of said Act.

         This filing is intended to identify certain factors, of which the
Company is presently aware, which may have a material effect on the Company's
results of operations or financial condition. This filing does not identify all
the factors which could materially affect the Company, such as general changes
in the economy or technological obsolescence of the Company's rental equipment
inventory. The Company cannot predict the course of future events or anticipate
the interaction of multiple factors beyond management's control.