8-K

   1

                       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):
                                  March 3, 1997
                                  -------------

                        PAREXEL INTERNATIONAL CORPORATION
                        ---------------------------------
               (Exact Name of Registrant as Specified in Charter)





 Massachusetts                   0-27058                     04-2776269
- -------------------------------------------------------------------------------
(State or Other                 (Commission                  (IRS Employer
Jurisdiction of                 File Number)                 Identification No.)
incorporation)


195 West Street, Waltham, Massachusetts                      02154
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)            (Zip Code)

Registrant's telephone number, including area code (617) 487-9900
                                                   -----------------------------
                                 Not Applicable
- -------------------------------------------------------------------------------
              (Former Name or Former Address, if Changed Since Last Report)


   2


ITEM 5.  OTHER EVENTS.
         ------------ 


     On March 3, 1997, the Company issued a press release, a copy of which is
attached as Exhibit 99.1 to this Current Report on Form 8-K.



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
         ---------------------------------


EXHIBIT NO.                   EXHIBIT
- ----------                    -------
 
99.1                          Press release of the Company dated March 3, 1997


ITEM 9.  SALES OF EQUITY SECURITIES PURSUANT TO REGULATIONS S.
         ----------------------------------------------------
     
     On February 28, 1997, the Company issued 66,044 shares (the "Sheffield
Shares") of its Common Stock, $.01 par value per share, to Dr. Richard Kay and
Janet Kay (the "Sheffield Sellers"). The Sheffield Shares where issued to the
Sheffield Sellers in exchange for all of the outstanding capital stock of
Sheffield Statistical Services Limited, a corporation organized under the laws
of England and Wales. The Company also issued 4,000 shares (the "S-Cubed
Shares") of its Common Stock, $.01 par value per share, to Arfon Lloyd Jones
and Diana Smith (the "S-Cubed Sellers"). The S-Cubed Shares were issued to the
S-Cubed Sellers in exchange for fifty (50%) of the outstanding capital stock of
S-Cubed Clinical Services Limited, a corporation organized under the laws of
England and Wales. Neither the Sheffield Shares nor the S-Cubed Shares were
registered under the Securities Act of 1933, as amended (the "Securities Act")
in reliance upon Regulation S under the Securities Act.
   3


                                   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.


                                          PAREXEL International Corporation



Dated: March 4, 1997                      By: /s/ William T. Sobo, Jr.
                                             ------------------------------
                                              William T. Sobo, Jr., Senior
                                              Vice President, Chief Financial
                                              Officer, Treasurer and Clerk


   4



                                  EXHIBIT INDEX

Exhibit No.                Description
- -----------                -----------

99.1                       Press release of the Company dated March 3, 1997

EX-99.1

   1

                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE

CONTACTS:  Bill Sobo, Senior Vice President, Chief Financial Officer
           Virginia Lacke, Investor Relations
           (617) 487-9904, ext. 4118



                       PAREXEL COMPLETES TWO ACQUISITIONS

Boston, MA, March 3, 1997 -- PAREXEL International Corporation (Nasdaq: PRXL), a
leading contract research organization ("CRO"), announced today the completion
of two strategic acquisitions: RESCON, Inc., a medical marketing consulting
business located in the Washington, D.C. area, and Sheffield Statistical
Services, Ltd. ("S-Cubed"), a full service CRO in the United Kingdom which
specializes in biostatistical analysis. PAREXEL issued an aggregate of
approximately 210,000 shares of common stock as consideration in these poolings
of interests transactions.

RESCON will be merged into PAREXEL/S&FA to augment PAREXEL's growing Medical
Marketing business. RESCON provides tactical sales, marketing and reimbursement
support services to the pharmaceutical and biotechnology industries. Its
objective is to remove barriers to the sale of clients' products by fostering
the effective exchange of information amongst key health care industry players,
namely manufacturers, physicians, third-party payers, government and patients.

W. L. Hill, President of RESCON, observed, "Our union with PAREXEL/S&FA, a
competitor with whom we have shared mutual respect over the last twenty years,
will add a new dimension to the services available to pharmaceutical and
biotechnology companies. The compatibility of our philosophies and methodologies
should give rise to a formidable force primed to capitalize on heightened demand
in the industry for launch-related consulting services."

S-Cubed provides clinical trials management, data management and biostatistical
analysis services to the pharmaceutical, health care and biotechnology
industries, with a foothold in the European marketplace. Formed in 1989, S-Cubed
established its reputation by providing high-quality biostatistics and data
management services. The clinical activities of S-Cubed also encompass
ClinNet(R), a site management network of investigators throughout the U.K.
ClinNet(R)'s operating model strives to enhance the speed and quality of
clinical research by accelerating the critical processes of site selection and
patient recruitment.


                                     -more-
   2



Dr. Richard Kay, B.Sc., M.Sc., Ph.D., founder of S-Cubed, is internationally
recognized for his theoretical work in the areas of Survival Analysis and Binary
and Ordinal Data and his applied research in the area of Medical Statistics. He
also serves on the Board of the Medical Section of the Royal Statistical Society
in the United Kingdom. Dr. Kay added, "The European marketplace is experiencing
an increasing trend towards outsourcing more clinical development programs to
select global CROs with reputations for high-quality service. The combination of
our resources and technical expertise ideally complements PAREXEL's commitment
to excellence in its strong, growing international business."

Commenting on these business development initiatives, Josef H. von Rickenbach,
Chief Executive Officer and Chairman of PAREXEL, said, "RESCON and S-Cubed
represent attractive enhancements of PAREXEL's portfolio of services,
specifically providing additional technical expertise and capacity. Industry
fundamentals driving growth at the top-tier CROs remain strong, and reflect the
confidence of our clients in outsourcing substantial development programs to
CROs providing comprehensive, globally integrated services. At PAREXEL, we
remain focused on developing a platform of knowledge-based outsourcing services
which support our clients' ultimate goal: getting their products approved and
launched into a worldwide market as quickly and cost effectively as possible."

PAREXEL is a leading CRO providing a broad range of knowledge-based outsourcing
services to the worldwide pharmaceutical, biotechnology and medical device
industries. Over the past fifteen years, PAREXEL has developed significant
expertise in clinical trials management, data management, biostatistical
analysis, regulatory and medical affairs consulting, medical writing, health
economics, medical marketing, and other drug development consulting services.
The Company's integrated services, therapeutic area depth, and sophisticated
information technology, along with its experience in global drug development and
product launch planning, represent key strengths in the CRO industry.
Headquartered in Boston, MA, PAREXEL has 17 offices in 9 countries.


This release may contain statements which may be "forward-looking" statements
under federal law. The Company's actual results may differ significantly from
the results discussed in the forward-looking statements. Factors that might
cause such a difference include, but are not limited to: risks associated with
acquisitions; management of growth and the ability to attract and retain
employees; the loss or delay of large contracts; the Company's dependence on
certain industries and clients; government regulation of such industries and
clients; and competition or consolidation within the industry. These factors and
others are discussed more fully in the section entitled "Risk Factors" of the
Company's Form 10-Q dated February 10, 1997.



                                       ###