8-K

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549



                          FORM 8-K




                       Current Report



        Filed pursuant to Section 12, 13, or 15(d) of the 
                 Securities Exchange Act of 1934


   Date of Report (Date of earliest event reported)  March 4, 1998


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


        PENNSYLVANIA               0-15991               23-2208404 
 (State or Other Jurisdiction      Commission         (I.R.S. Employer
   of Incorporation or             file number         Identification
     Organization)                                        Number)


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


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




Item 5.  Other Events
- ------   ------------

SALE OF THE COMPANY AND XLCONNECT

On March 4, 1998, Intelligent Electronics, Inc. (the "Company") and 
XLConnect Solutions, Inc., an 80% owned subsidiary ("XLConnect") of the 
Company, executed an Agreement and Plan of Merger with Xerox Corporation 
("Xerox"), whereby Xerox, using acquisition subsidiaries, will acquire 
through mergers (i) all of the outstanding capital stock of the Company in 
exchange for cash in the amount of $7.60 per share (the "Parent Merger") 
and (ii) all of the outstanding capital stock of XLConnect not owned by the 
Company in exchange for cash in the amount of $20.00 per share (the Sub 
Merger," and collectively, the "Mergers"). The closing of the Mergers is 
subject to shareholder approval of both the Company and XLConnect at 
meetings expected to be held no later than June 30, 1998 and other 
customary terms and conditions. 



SETTLEMENT OF THE SALE OF CERTAIN ASSETS OF XLSOURCE AND CERTAIN SPECIFIED 
SERVICES CONTRACTS OF XLCONNECT

As of February 6, 1998, the Company and GE Capital Information Technology 
Solutions Acquisition Corp. (the "Buyer"), a subsidiary of GE Capital 
Information Technology Solutions, Inc. ("GECITS") reached an agreement 
whereby the outstanding issues relating to the Company's sale, on July 18, 
1997, of certain assets of its direct computer products sales organization 
("XLSource") and certain specified services contracts of XLConnect, have 
been settled.  As part of the agreement, the Company and the Buyer have 
agreed to the following:

     - All Closing Balance Sheet issues have been resolved.  The Buyer will 
receive a payment from the Company in the amount of $4,351,000.

     - The Buyer has assigned to the Company uncollected receivables in the 
amount of $14,120,000.  The Company will use the balance in escrow, 
approximately $13,823,000, plus a cash payment of approximately $297,000 to 
fund this repurchase.

     - The above payments will be treated as a reduction in the purchase 
price. 





Item 7. Financial Statements and Exhibits
- ------  ---------------------------------

(c)  Exhibits
     --------

10   Second Amendment to Asset Purchase Agreement dated as of February 6, 
1998 by and among GE Capital Information Technology Solutions Acquisition 
Corp., The Future Now, Inc., XLSource, Inc., E-C Computer Technical 
Services, Inc., RCK Computers, Inc., and Intelligent Electronics, Inc.













                            SIGNATURE

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.


                             INTELLIGENT ELECTRONICS, INC.



Date:  March 11, 1998       By: /s/ Eugene E. Marinelli, Jr.
                                ----------------------------------
                                Eugene E. Marinelli, Jr.,
                                Vice President and
                                Chief Financial Officer



	

EX-10

                                                                Exhibit 10
     
               SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT

           THIS SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT dated as of 
February 6, 1998 is by and among GE Capital Information Technology 
Solutions Acquisition Corp., a Delaware corporation ("Buyer"), The Future 
Now, Inc., an Ohio corporation, XLSource, Inc., an Arkansas corporation, E-C
Computer Technical Services, Inc., a Texas corporation, RCK Computers, 
Inc., a Texas corporation (The Future Now, Inc., XLSource, Inc., E-C 
Computer Technical Services, Inc. and RCK Computers, Inc. are each a 
"Seller" and, collectively, the "Sellers") and Intelligent Electronics, 
Inc., a Pennsylvania corporation and, directly or indirectly, the sole 
shareholder of Sellers ("Shareholder").  

           PRELIMINARY STATEMENT.  The Buyer, the Sellers, and the 
Shareholder have entered into an Asset Purchase Agreement dated July 1, 
1997, as amended by the First Amendment to Asset Purchase Agreement dated 
as of July 18, 1997 (as modified, amended or supplemented from time to 
time, the "Agreement").  Any term used herein and not otherwise defined 
herein shall have the meaning assigned to such term in the Agreement.

          Since the Closing Date, XLConnect Services, Inc. has been merged 
into XLConnect Systems, Inc. and XLConnect Systems, Inc. is the successor 
thereto for all purposes of the Agreement.

          Each of the parties hereto have agreed to amend the Agreement as 
hereinafter set forth.  

          SECTION 1.  Amendments to Agreement.  The Agreement is, effective 
as of the date hereof, hereby amended as follows:

          (i)  Section 3.01(c), is amended to read in full as follows:

             (c)  Post-Closing Adjustment to Closing Payment.  The parties 
hereto agree that, they have resolved all objections and disagreements 
respecting determination of the Closing Date Balance Sheet and that based 
on the unaudited combined statement of assets and liabilities of the 
Business as of the Closing Date (the "Closing Date Balance Sheet"), Sellers 
and Shareholder, jointly and severally, agree to repay to Buyer an amount 
equal to $4,351,000 (the "Post-Closing Adjustment).  The Post-Closing 
Adjustment shall be made by Sellers and Shareholder by wire transfer to the 
Buyer on the date of execution of this Second Amendment.   The parties 
acknowledge that the Closing Date Balance Sheet shall be final and binding 
for purposes of determining the Purchase Price and the line items covered 
thereby shall not be considered matters subject to or providing the basis 
for indemnification pursuant to Section 8.03 of the Agreement except to the 
extent otherwise provided in Section 5(A)(b) hereof.

          (ii)  Section 8.10(a), Collection of Receivables, is hereby 
amended by amending the last two sentences thereof to read in full as 
follows:

Buyer has assigned to Seller Receivables acquired by Buyer on the Closing 
Date that remained uncollected on November 15, 1997 pursuant to that 
certain Assignment Agreement dated as of December 12, 1997.  XLSource 
agrees to pay to Buyer an amount equal to $14,120,000 in consideration of 
such assignment.  Such amount shall be paid by XLSource on the date of 
execution of this Second Amendment by wire transfer from the Escrow Account 
of $13,822,309.63 (constituting the entire principal amount thereof 
together with interest accrued thereon to and including February 5, 1998) 
and wire transfer of the balance thereof ($297,690.37).  Buyer acknowledges 
and agrees that it shall have no other right or claim of any nature against 
XLSource, the other Sellers or Shareholder in any manner arising out of or 
based upon the Receivables except to the extent otherwise provided in 
Section 5(A)(b) hereof.

          SECTION 2.  Reduction of Purchase Price. The parties hereto agree 
that the payments to Buyer set forth in Section 1 of this Second Amendment 
shall constitute a reduction in the Purchase Price equal to the aggregate 
amount of such payments.

          SECTION 3.  Instructions to Escrow Agent.  XLSource and Buyer 
hereby jointly instruct the Escrow Agent to disburse to Buyer on or 
promptly following the date of execution of this Second Amendment, the 
entire amount held by the Escrow Agent in the XLSource Escrow Account 
pursuant to the Escrow Agreement dated as of July 18, 1997 among XLSource, 
Buyer and the Escrow Agent (the "Escrow Agreement").  After February 5, 
1998, all interest accruing on the amounts held pursuant to the Escrow 
Agreement shall be deemed income earned by and allocable to Buyer.  
XLSource shall pay to Buyer by wire transfer on the date of execution of 
this Second Amendment an amount equal to the amount of any such interest 
that has been paid by the Escrow Agent to XLSource.

          SECTION 4.  Payment for Transition Services.  Buyer agrees to pay 
to XLSource, on the date of execution of this Second Amendment, $50,000 in 
full payment for all transitional services provided by Sellers, Shareholder 
and XLConnect to Buyer pursuant to the Transitional Services Agreement.  
Buyer shall pay such amount by check payable to XLSource or at the option 
of XLSource, XLSource may reduce the payment to Buyer pursuant to Section 
1(i) of this Second Amendment by the amount of $50,000.
 
          SECTION 5.  Mutual Releases.  Buyer hereby releases and 
discharges each other party hereto and each such other party's 
administrators, successors and assigns, and Sellers, Shareholders and 
XLConnect hereby release and discharge Buyer and the GECITS Entities and 
their administrators, successors and assigns, in each case, from all 
actions, causes of action, suits, debts, dues, sums of money, accounts, 
reckonings, bonds, bills, covenants, contracts, controversies, agreements, 
promises, damages, judgments, executions, claims and demands whatsoever, in 
law or equity, which any such party may have against any other such party 
arising out of or with respect to the Agreement and relating to a time on 
or prior to the date hereof; provided, however, that such release shall not 
apply to and (A) the Buyer does not make any such discharge or release (a) 
with respect to amounts owed by Sellers, Shareholder or XLConnect to Buyer 
(x) as facilities usage charges which are due to Buyer and unpaid on the 
date hereof, (y) for services provided by Buyer or the GECITS Entities to 
Sellers, Shareholder, XLConnect or Hewlett-Packard Company with respect to 
the arrangements referred to as WCUP and (b) with respect to the inaccuracy 
of incompleteness of any representation or warranty made by the Sellers or 
the Shareholder and not known to Buyer on the date hereof, (B) Sellers and 
Shareholder do not make any such discharge or release (a) with respect to 
amounts payable by GECITS for a certain golf outing marketing event held at 
the Oakmont Country Club, (b) with respect to amounts payable by GECITS for 
services provided at GECITS' or an XLS Transferred Customers' request after 
the Closing Date by XLConnect to such SLS Transferred Customers which 
either were billed by GECITS or billed by XLConnect but paid to GECITS, (c) 
with respect to the Assignment Agreement dated as of December 12, 1997 and 
(d) any outstanding accounts receivable payable by any GECITS Entities for 
services or products provided by Sellers or Shareholder prior to the date 
hereof and (C) neither Buyer nor Sellers or Shareholder release the 
collecting or receiving party in respect of claims based on any collection 
of or receipt of payment on any Receivables or accounts receivable by the 
wrong entity.

     Notwithstanding the foregoing, except as specifically provided in this 
Section 5, this Second Amendment shall not be construed to release any 
party from its obligations under, or terminate the obligations of any party 
to, the Agreement, including, without limitations the obligations of the 
parties hereto with respect to the non-competition provisions of the 
Agreement.

          SECTION 6.  Reference to and Effect on the Agreement.  (a) On and 
after the date hereof each reference in the Agreement to "this Agreement", 
"hereunder", "hereof", "herein" or words of like import, and each reference 
in the documents delivered in connection therewith, shall mean and be a 
reference to the Agreement as amended hereby.

          (b)  Except as specifically provided in Section 4 hereof, the 
execution, delivery and effectiveness of this Second Amendment shall not 
operate as a waiver of any right, power or remedy of any party to the 
Agreement, nor constitute a waiver of any provision of the Agreement, and, 
except as specifically provided herein, the Agreement shall remain in full 
force and effect and is hereby ratified and confirmed.

          SECTION 7.  Governing Law.  This Second Amendment shall be 
governed by and construed in accordance with the laws of the Commonwealth 
of Pennsylvania.

          SECTION 8.  Headings.  Section headings in this Second Amendment 
are included herein for convenience of reference only and shall not 
constitute a part of this Second Amendment for any other purpose.

          SECTION 9.  Counterparts.  This Second Amendment may be executed 
in any number of counterparts, all of which taken together shall constitute 
one and the same instrument, and any party hereto may execute this Second 
Amendment by signing any such counterpart.

          SECTION 10.  Entire Agreement.  The Agreement, as amended by this 
Second Amendment, supersedes all prior agreements, arrangements and 
understandings relating to the subject matter of this Second Amendment.

          IN WITNESS WHEREOF, the parties hereto have caused this Second 
Amendment to be duly executed as of the day and year first above written.

                         GE INFORMATION TECHNOLOGY SOLUTIONS ACQUISITION 
                         CORP., as Buyer
                         

                         By: /s/  Gerald A. Poch
                             -----------------------------------------
                             Name:  Gerald A. Poch
                             Title: Chairman of the Board and President  


                         THE FUTURE NOW, INC.,
                              as Seller


                         By: /s/ Eugene Marinelli, Jr.
                             -----------------------------------------
                             Name:  Eugene Marinelli, Jr.
                             Title: Vice President


                         XLSOURCE, INC.,
                              as Seller


                         By: /s/ Eugene Marinelli, Jr.
                             -----------------------------------------
                             Name:  Eugene Marinelli, Jr.
                             Title: Vice President


                         E-C COMPUTER TECHNICAL SERVICES, INC.,
                              as Seller


                         By: /s/ Eugene Marinelli, Jr.
                             -----------------------------------------
                             Name:  Eugene Marinelli, Jr.
                             Title: Vice President


                         RCK COMPUTERS, INC.,
                              as Seller


                         By: /s/ Eugene Marinelli, Jr.
                             -----------------------------------------
                             Name:  Eugene Marinelli, Jr.
                             Title: Vice President


                         INTELLIGENT ELECTRONICS, INC., as Shareholder


                         By: /s/ Eugene Marinelli, Jr.
                             -----------------------------------------
                             Name:  Eugene Marinelli, Jr.
                             Title:  Vice President



XLCONNECT SOLUTIONS, INC. and XLCONNECT SYSTEMS, 
INC., each hereby agrees to Section 4 and Section 5
hereof.

XLCONNECT SOLUTIONS, INC.

By: /s/ Timothy Wallace
    -------------------------
    Name:  Timothy Wallace
    Title: President

XLCONNECT SYSTEMS, INC.

By: /s/ Timothy Wallace
    -------------------------
    Name:  Timothy Wallace
    Title: President