SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549


                                   FORM 8-K


                                CURRENT REPORT


       PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE OF 1934



                       Date of Report December 11, 1996


                                   DCX, Inc.
            (Exact name of registrant as specified in its charter)


Colorado                          0-14273                             84-0868815
(State of                       (Commission                        (IRS Employer
incorporation)                  File Number)                 Identification No.)


3002 North State Highway 83, Franktown, CO                            80116-0569
(Address of principal executive offices)                              (Zip Code)


       Registrant's telephone number, including area code (303) 688-6070



                                Not Applicable
         (Former name or former address, if changed since last report)



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ITEM 5, OTHER EVENTS.


MANAGEMENT CHANGES.

On December 17, 1996, the Board of Directors of the Company announced that it 
had arrived at mutual agreement with regard to the following changes in the 
management of the Company which are effective on January 1, 1997:

Present Chairman, John G. Anderson become Chairman Emeritus and remains a 
director.

Present President and Chief Executive Officer, Jeanne M. Anderson, becomes 
Chairman of the Board of Directors.

Present Director for Strategic Planning, Steven Carreker becomes President 
and Chief Executive Officer.


LITIGATION:

Airtech International Agreement. On December 1, 1996, the Company filed a 
complaint in the District Court for Douglas County, Colorado, against Airtech 
International Corporation ("Airtech"), John Potter, and C.J. Comu. The 
Company alleges, among other items, that the defendants failed to pay funds 
that they agreed to pay the Company, that the defendants breached the 
Agreement for Exchange of Shares dated July 29, 1996, between the Company and 
Airtech ("Agreement"), and that the defendants made material 
misrepresentations of facts to the Company. The complaint seeks recovery of 
costs and expenses incurred by the Company, and seeks payment of funds the 
defendants agreed to pay the Company.

Third Terminated Contract. On December 19, 1996, the Company filed a motion 
with the Armed Services Board of Contract Appeals for reinstatement of a 
previously filed motion related to the third contract with Defense General 
Supply Center for the production of lighting sets which contract had been 
terminated for default in 1988. The U.S. Supreme Court recently denied the 
Company's petition for certiorari asserting the termination was for the 
convenience of the Government. The reinstated motion asserts that the 
government did not fulfill its duty to mitigate the  damages to the 
government resulting from the reprocurement costs incurred by obtaining the 
light sets from the substitute vendor.  If sustained, the reprocurement costs 
of approximately $237,000 would not be assessable to the Company.



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                                  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.

                                                     DCX, INC.
                                                   (Registrant)


December 24, 1996                 /s/ Frederick G. Beisser
                                  ----------------------------------------------
                                  Frederick G. Beisser
                                  Secretary, Treasurer & Chief Financial Officer



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