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
                                     June 8, 1994



                            Commission file number  1-8948


                                INTELOGIC TRACE, INC.
                (Exact name of registrant as specified in its charter)

                     New York                         74-2368260          
          (State or other jurisdiction of          (I. R. S. Employer       
          incorporation or organization)          Identification No.)      


          Turtle Creek Tower I
          P. 0. Box 400044, San Antonio, Tx.         78229-8415     
          (Address of principal executive officcer) (Zip Code)     

                                    210-593-5700                    
                 (Registrant's telephone number, including area code)
             

                                                                           
                                                          
          Item 5.  Other Events

               Dwight D.  Sutherland resigned  as a director  effective May
          27, 1994.

               Mark S. Helwege, Chief  Executive Officer and Member, Office
          of the President, became a director on May 31, 1994.



                                      SIGNATURE

          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.

                                        INTELOGIC TRACE, INC.              
                           




          Date:  June 8, 1994     By:  /Philip D. Freeman                      
                                        Philip D. Freeman
                                        Senior Vice President,             
                                        General Counsel and Secretary