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 October 14, 1997


                                    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.)



1597 Cole Boulevard, CO                                                    80401
(Address of principal executive offices)                              (Zip Code)



        Registrant's telephone number, including area code (303) 274-2700





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










Item 9. Sales of Equity Securities Pursuant to Regulation S.

On October 14, 1997,  the Company sold a total of 250  additional  shares of its
Series A 6% Cumulative  Convertible  Redeemable  Preferred Stock par value $.001
("Series A  Preferred"),  pursuant to  Regulation  S. The total of this sale was
$250,000 for a total of  $1,250,000  in an offering  which was  increased by the
Company to $1,500,000 from the total of $1,100,000  previously  reported on Form
8-K, dated September 9, 1997. Transition Partners,  Ltd., acted as the Company's
placement agent for this  transaction.  The sale was made in a private  offshore
transaction to two non-US entities who represented to the Company that they were
sophisticated investors.

Terms of the  Series A  Preferred  remain the same as in the  original  offering
reported on Form 8-K, dated September 9, 1997.
Shares of Series A Preferred Stock have the following conversion rights:


The Company paid a commission of 15 (%) percent of the total  offering  price to
the placement  agent/Transition  Partners, Ltd. The holders of the 250 shares of
Series A Preferred each have a demand and piggy back registration right.

The private sale of the Series A Preferred  was exempt from  registration  under
Regulation  S. The sale was made in an offshore  transaction  to non US persons,
and the purchasers made  representations  to the Company  regarding their status
and actions necessary to comply with Regulation S.




                                   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)





October 27, 1997                     /S/  Fred Beisser
                                     -------------------------------------------
                                    (Signature)
                                     Frederick G. Beisser
                                     Secretary, Treasurer & Vice President - 
                                     Finance & Administration



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