SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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                                   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): July 26, 1996
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                       Choices Entertainment Corporation
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              (Exact Name of Registrant as Specified in Charter)


       Delaware                     0-17001                 52-1529536
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(State or Other Jurisdiction       (Commission             (IRS Employer
    Of Incorporation)              File Number)          Identification No.) 


220 Continental Drive, Suite 102, Newark, Delaware                 19713 
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   (Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code: (302) 366-8684
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          (Former Name or Former Address, if Changed Since Last Report)

 
Item 5.  Other Events.

          On July 26, 1996, the Company filed a lawsuit in the United States
District Court for the District of Columbia, entitled Choices Entertainment
                                                      ---------------------
Corporation v. Carl Shaifer et al., Civil Action No. 1:96-CV-01753, seeking
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declaratory and injunctive relief against a group of shareholders of the Company
(the "Shareholder Group") for alleged violations of the federal securities laws.
The Shareholder Group filed a Solicitation Statement (the "Solicitation
Statement") with the Securities and Exchange Commission on June 28, 1996, in
connection with the Shareholder Group's solicitation of written consents from
other shareholders for the purpose of removing and replacing the Board of
Directors of the Company without the holding of a meeting.

          The Company believes that the Solicitation Statement contains material
misleading statements and omissions of material facts, including the failure to
disclose serious conflicts of interests of the Shareholder Group and of their
director nominees to the Board, that the Shareholder Group has failed to file a
Schedule 13D in accordance with the requirements of the federal securities laws,
and that any consents obtained by the Shareholder Group will have been obtained
in violation of such laws and are invalid.

          On July 29, 1996, the Shareholders Group delivered written consents to
the Company, which the Shareholder Group has asserted are sufficient to remove
and replace the Company's present Board of Directors with the nominees of the
Shareholder Group, and such nominees have attempted to assert control and to
terminate the employment of existing management. The Company considers the
consents to be invalid and, therefore, has not recognized the actions purported
to have been taken.

          The Company has determined to hold an annual meeting of shareholders
on December 20, 1996, for the election of directors and for action upon such
other matters as shall be determined.



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                                  SIGNATURES

          Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                     CHOICES ENTERTAINMENT CORPORATION
                                                (Registrant)


Date: July 31, 1996                          By:/s/ Ronald W. Martignoni 
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                                                    Ronald W. Martignoni
                                                    President