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
                                    July 15, 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 offices)     (Zip Code)     

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

                                                                           


          Item 5.  Other Events

               On Thursday, July  14, 1994, Intelogic Trace,  Inc. issued a
          press release which announced  that it is engaged  in discussions
          with its largest bondholders to explore the restructuring  of the
          company's debt.    The company  currently  has $49.9  million  in
          11.99% subordinated debentures outstanding  which are due on July
          15,  1996.   The  company also  announced  today that  the  $2.99
          million  interest  payment due  on July  15,  1994 on  its 11.99%
          subordinated  debentures will  not  be  made  tomorrow.   In  its
          discussions,  the  company  has  principally  been  dealing  with
          Fidelity  Management  &  Research  Company with  a  view  towards
          promptly reaching an agreement on an equity for debt exchange.

               Mark  S. Helwege,  President  and  Chief Executive  Officer,
          stated:    "We   look  forward  to  a  restructuring  which  will
          strengthen our company, benefit our customers, employees, and all
          parties concerned by providing I T  with an excellent opportunity
          to  succeed in  its  mission  of  providing quality  service  and
          support in the industries we serve."  

               The Company noted in its latest Form 10-Q report that if the
          $2.99  million interest payment is  not made on  or before August
          15,  1994,  an event  of default  could  be declared  which could
          result in the acceleration  of the obligation to make  payment of
          the principal and accrued interest.  The company declined to make
          any  comment as  to whether  the company  will make  the interest
          payment in the future.

                                      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:  July 15, 1994          By:  /Philip D. Freeman            
                                        Philip D. Freeman 
                                        Senior Vice President,  
                                        General Counsel and Secretary