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                       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 (Date of earliest event reported)        February 6, 1997
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                          Dense-Pac Microsystems, Inc.
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             (Exact name of registrant as specified in its charter)

                                   CALIFORNIA
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                 (State of other jurisdiction of incorporation)


         0-14843                                         33-0033759
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  (Commission File Number)                    (IRS Employer Identification No.)



  7321 Lincoln Way,  Garden Grove,  California                       92641
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   (Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code      (714)  898-0007
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          (Former name or former address, if changed since last report)
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Item 5.   Other Events

          The Company issued the following press release on February 6, 1997:

Garden Grove, Calif. - February 6, 1997 - Dense-Pac Microsystems, Inc.
(NASDAQ:DPAC) announced today that its Board of Directors has elected Uri Levy,
Chairman of the Board. Mr. Levy joined Dense-Pac Microsystems at the beginning
of the calendar year as its new chief executive officer and president.

The Board said that it named Mr. Levy, Chairman of the Board, in order to expand
his responsibilities and have the flexibility he needs to carry out a major
restructuring and expansion of the company's marketing, sales and research and
development to better exploit its proprietary technology and better serve its
public shareholders.

As part of a new company-wide strategic plan devised since joining Dense-Pac,
Mr. Levy disclosed that the company plans to take a significant write-down in
the fourth quarter ending February 28, 1997, some of which involves a portion of
the company's older technology. "The write-down of these assets will also
include severance packages, which could result in a significant one-time
expense," he said.

"I am very optimistic about Dense-Pac's future," Mr. Levy said, explaining that
he was putting into operation "a carefully planned, step-by-step forward going
build up of a new structural organization that would provide a better response
to our customers and will enable the company to market its products in areas
that were not formerly considered." He also said that the company is "rebuilding
its marketing and sales staff with specific industry applications experience as
well as international marketing experience in areas such as the Pacific Rim,
Europe and the former eastern bloc countries. This build up would be
complimented with engineering, R&D, customer and design services, manufacturing
and new automation to support the expansion efforts."

William Stowell, the company's chief financial officer, stated " we are excited
about the Dense-Pac's future, morale is high, and all indications are that we
are heading in the right direction."

Dense-Pac Microsystems, Inc. designs and manufacturers propriety computer chip
stacking technology that allow the company's governmental and commercial
customers to pack huge amounts of memory into small spaces. Its memory
technology can be used in such diverse areas as space satellites and space
missiles, high performance auto engines, computer servers and cellular phones.

Statements regarding the Company's expectations about growth and marketing
strategies, new and existing products, future financial performance and other
forward looking statements are subject to various risks and uncertainties,
including, without limitation, demand and acceptance of new and existing
products, technological advances and product obsolescence, availability of
semiconductor devices at reasonable prices, competitive factors and the
availability of capital to finance growth. These and other risks are discussed
in greater detail in the Company's filings with the Securities and Exchange
Commission.

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                                   SIGNATURES


        Pursuant to 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.



                                        DENSE-PAC MICROSYSTEMS, INC.


Dated February 14, 1997                 By:  /s/ William M. Stowell
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                                                 William M. Stowell
                                                 Vice President-Finance