SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC  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): May 14, 1998


                   ZEGARELLI GROUP INTERNATIONAL, INC.
           (Exact name of registrant as specified in charter)


          CALIFORNIA                   0-19227             95-4040591
  (State or other jurisdiction      (Commission File     (IRS Employer
       of incorporation)                Number)          Identification
                                                          No.)


150 East Olive Avenue, Burbank, California                 91502
(Address of principal executive offices)                (Zip Code)


                                (818) 842-8411
             (Registrant's telephone number, including area code)


             10318 Norris Street, Pacoima, California  91331
      (Former name or former address, if changed since last report)


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Item 5.        Other Events.


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                               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.

                         Zegarelli Group International, Inc.

                              Jennifer J. Eggers
                              JENNIFER J. EGGERS
                              Chief Financial Officer

Date: June 16, 1998

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Burbank,  California,  May 14, 1998 *** Zegarelli Group International, Inc.
(ZEGG) announced today that the net loss for its fiscal year ended
December  31, 1997 will be $5,080,000, or $(.87) per share.  For the year 
ended December 31, 1996, the Company had net income of $405,000, or $.08 per
share. The Company has not completed its year-end audit. The amounts for the
Company's 1997 year-end have been supplied by management and are subject to
adjustments which may be required as a result of the annual audit.

The  Company  is  also reporting a net loss of $131,000,  or  $(.02)  per
share, for the first quarter of 1998 on revenues of $190,000, compared to
net income of $80,000,  or  $.02 per share, on revenues of $2,873,000 for
the first quarter of 1997.  Since the Company sold its contract packaging
business in September 1997, those operations are not included in the 1998
numbers.

The Company is continuing its  professional  hair  care  line operations,
with  sales  mainly  from  the  Home  Shopping Network and from  European
distribution.  The Company's President,  Alfred  E. Booth, Jr., said that
"Although the Company is in an adverse cash flow position,  our creditors
are currently working with us to try to reduce the debt and,  at the same
time, we are working to increase sales.  There is no assurance  that  the
Company  can increase its sales and/or cash flow to satisfy its financial
obligations and continue operations."  Mr. Booth further said that during
this restructuring  period, "losses can be expected for at least the next
two quarters."

In April 1998, the purchaser of the Company's contract packaging business
in September 1997 filed  an  action  against  the  Company  in the United
States District Court for the District of New Jersey. The lawsuit  arises
from  the  sale  of the contract packaging business for which the Company
received  a  $3.5  million  note  from  the  purchaser  as  part  of  the
consideration.  The  Company  has filed a motion to transfer venue to the
United States District Court for  the  Central District of California and
intends to vigorously defend this lawsuit.

The Company manufactures and markets its  own  line  of professional hair
care products under the Zegarelli label.  The line is distributed through
regional and European, professional only, distributors  and  is currently
being sold on Home Shopping Network.

Safe Harbor statement under the Private Securities Litigation  Reform Act
of 1995:  Statements in this news release looking forward in time involve
risks   and   uncertainties,  including  primary  customer  order  rates,
cancellations, late delivery of components which cause production delays,
dependence  on  certain   customers,   dependence   on   key  executives,
variability of quarterly results, single operating facility, competition,
product  liability risks, control by management, limited trading  market,
volatility  of stock prices, effect of pending litigation, and other risk
factors detailed  in  the  Company's  Securities  and Exchange Commission
filings.