SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC  20549

                                  FORM 10-C

               Report by Issuer of Securities Quoted on NASDAQ

                        Interdealer Quotation System

                Filed pursuant to Section 13 or 15(d) of the
               Securities Exchange Act of 1934 and Rule 13a-17
                            or 15d-17 thereunder

                        INTELLIGENT ELECTRONICS, INC.
               (Exact name of issuer as specified in charter)

             411 Eagleview Boulevard, Exton, Pennsylvania  19341
                  (Address of Principal executive offices)

Issuer's telephone number, including area code......(610)458-5500


                 I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

     Indicate any change (increase or decrease) of 5% or more in the number of
shares outstanding:

1.   Title of security ................................... Common Stock, $.01
                                                           par value per share

2.   Number of shares outstanding before the change ...... 34,747,034

3.   Number of shares outstanding after the change ....... 32,461,749

4.   Effective date of change ............................ December 6, 1994

5.   Method of change:

     Specify method of change (such as merger, acquisition, exchange,
distribution, stock split, reverse split, acquisition of stock for treasury,
etc.).....Exercise of stock options and repurchase of Common Stock.

     Give brief description of transaction....Since the filing of the last Form
10-C by the Issuer on June 22, 1993, the Issuer issued 682,190 shares of Common
Stock pursuant to the exercise of options granted under the Issuer's Amended
and Restated Non-Qualified Stock Option Plan for Employees and Directors,
100,000 shares of Common Stock were issued pursuant to the exercise of a
separate Stock Option Agreement, and 2,525 shares of Common Stock were issued 
pursuant to the exercise of options granted under the Issuer's Amended and 
Restated Non-Qualified Stock Option Plan for Franchisees.  Also, from June 23, 
1993 to December 6, 1994, the Issuer repurchased 3,070,000 shares of its 
Common Stock. 

                        II.  CHANGE IN NAME OF ISSUER

1.   Name prior to change ....................................................
2.   Name after change .......................................................
3.   Effective date of charter amendment changing name .......................
4.   Date of shareholder approval of change, if required .....................



Date:  December 14, 1994                          /s/ Edward A. Meltzer
                                                  Vice President and
                                                  Chief Financial Officer