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.



                               January 14, 1998
               Date of Report (Date of earliest event reported)


                           TUFCO INTERNATION, INC.
            (Exact name of Registrant as specified in its charter)


              Nevada             33-10984-LA            95-4071623
              State of        Commission File No.      IRS Employer
            Incorporation                            Identification No.


                                 Pioneer Loan
                                Gentry, AR 72734
                   (Address of principal executive offices)

                                  (501) 736-2201
                        (Registrant's telephone number)






Item 1.  Change of Control

      On January 14, 1998, the ESOP purchased  297,745.6  shares from Donald Cox
and Lucille Cox for a total price of $70,000.

      On January 31, 1997, Tufco  International,  Inc. (the "Company") formed an
Employee Stock  Ownership  Plan ("ESOP").  On January 14, 1998, the ESOP entered
into  Option  Agreements  with  several  shareholders  of  the  Company("Selling
Shareholders")  wherein the  Selling  Shareholders  granted the ESOP  options to
purchase their shares of the Company's  common stock. At January 14, 1998, there
were 6,965,800 shares of the Company's common stock issued and outstanding.  The
transactions between the ESOP and the Selling Shareholders are described below:

Donald Cox and Lucille Cox

      On January 14,  1998,  Donald Cox and  Lucille  Cox,  the joint  owners of
3,999,760.4  shares of the Company's  common  stock,  granted the ESOP an option
(the "Option") to purchase all of such share (the "Option Shares"). Th ESOP paid
$30,000 for the Option.  The Option is  exercisable in 15 annual Options each of
which  provides that  266,650.7  Option Shares may be purchase for the amount of
$62,689.58. The total principal purchase price for all 3,999,760.4 Option Shares
is $970,343.70, which includes the $30,000 paid for the Option. Interest accrues
on the principal amount of the unexercised Options at the rate of 10% per annum.
The first annual exercise date is not later than January 13, 1999

      The  certificates  for all of the Option  Shares  have been  deposited  in
escrow and are held by a trustee of the ESOP. The ESOP has the right to vote the
Option Shares during the Option Period.

Russell Cox

      On January 14,  1998,  Russell  Cox,  the owners of 677,604  shares of the
Company's  common stock,  granted the ESOP an option (the  "Option") to purchase
all of such share (the "Option Shares"). Th ESOP paid $7,500 for the Option. The
Option is  exercisable in 15 annual Options each of which provides that 45,173.6
Option Shares may be purchase for the amount of $10,120.32.  The total principal
purchase price for all Option Shares is  $159,304.80,  which includes the $7,500
paid for the Option. Interest accrues on the principal amount of the unexercised
Options  at the rate of 10% per annum.  The first  annual  exercise  date is not
later than January 13, 1999

      The  certificates  for all of the Option  Shares  have been  deposited  in
escrow and are held by a trustee of the ESOP. The ESOP has the right to vote the
Option Shares during the Option Period.


Employment Agreements

      The Company has also entered into  employment  agreements with Russell Cox
and Donald Cox.


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                                   SIGNATURE

      Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.

                                   Tufco International, Inc.
Date: April 14, 1998

                                    By: /s/ Brent Mills
                                          Brent Mills
                                          Chief Financial Officer



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