8-K

                       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


                               CORE INDUSTRIES INC
             (Exact name of registrant as specified in its charter)


                          Commission file number 1-5024


          Nevada                                       38-1052434
(State or other jurisdiction              (I.R.S. Employer Identification No.)
    of incorporation)

P. O. Box 2000, Bloomfield Hills, Michigan               48304
 (Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code:  (810) 642-3400



ITEM 2.       ACQUISITION OR DISPOSITION OF ASSETS

     On March 28, 1996,  Core  Industries Inc (the  "Registrant")  completed the
previously  announced  divestiture  of its Cherokee  unit. A group led by senior
management  of  Cherokee  purchased  the  majority  of net  assets  for  cash of
$14,800,000 and a long-term note payable of $5,900,000.

     On October 6, 1995,  the  Registrant  had  adopted a formal  plan to divest
Cherokee effective August 31, 1995.  Appropriate provisions were recorded in the
fourth quarter of fiscal 1995 for (a) the estimated  losses for the discontinued
operation  through its expected  disposal date, (b) reduction of assets to their
net  realizable  values,  and (c) the  anticipated  liabilities  related  to the
disposal. The total provision amounted to $6,500,000,  net of income tax benefit
of $3,500,000. Based upon the terms of the sale of Cherokee, management believes
that the provision for losses on the sale is appropriate.

     A copy of the press release  dated March 29, 1996 issued by the  Registrant
related  to the sale of  Cherokee  is  attached  as  Exhibit  99  hereto  and is
incorporated by reference.



                                   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.

Date:  April 8, 1996                   CORE INDUSTRIES INC

                                       By: /s/ RAYMOND H. STEBEN, JR.
                                           ------------------------------------
                                           Raymond H. Steben, Jr.
                                           V.P.-Finance and CFO



                                INDEX TO EXHIBITS

Exhibit Number        Description

     99               Press release of the Registrant issued March 29, 1996.

     27               Financial Data Schedule

EX-99

Core Industries Inc
500 North Woodward
P. O. Box 2000
Bloomfield Hills, MI 48303-2000
Telephone:        (810) 642-3400
FAX:              (810) 642-6816

                                                                    NEWS RELEASE

FOR IMMEDIATE RELEASE                           Contact:  Raymond H. Steben, Jr.
March 29, 1996                                                    (810) 901-1575

                   CORE INDUSTRIES COMPLETES SALE OF CHEROKEE

Core  Industries  Inc  (NYSE:  CRI)  today  announced  that it had  successfully
completed the previously  announced  divestiture of its Cherokee unit to a group
led by the senior  management  of the division.  David R. Zimmer,  President and
Chief  Executive  Officer  of  Core,  said  "The  divestiture  was  accomplished
consistent  with our previous  estimates and the  completion of the  transaction
will not affect our current year's earnings.  Zimmer further stated  "Cherokee's
operations  did not fit Core's  strategic  objectives and I believe that the new
Cherokee owners will be able to concentrate their resources on Cherokee's future
success."

Core Industries Inc manufactures  specialty  products for three segments:  Fluid
Control and Construction Products; Test, Measurement, and Control; and Specialty
Farm Equipment.

EX-27

 

<ARTICLE>                     5
       
                             
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              AUG-31-1996
<PERIOD-START>                                 SEP-01-1995
<PERIOD-END>                                   DEC-01-1995
<CASH>                                             537,000
<SECURITIES>                                             0
<RECEIVABLES>                                   45,003,000
<ALLOWANCES>                                    (1,062,000)
<INVENTORY>                                     41,913,000
<CURRENT-ASSETS>                               109,162,000
<PP&E>                                          55,709,000
<DEPRECIATION>                                  33,371,000
<TOTAL-ASSETS>                                 146,784,000
<CURRENT-LIABILITIES>                           26,677,000
<BONDS>                                         32,499,000
<PREFERRED-MANDATORY>                                    0
<PREFERRED>                                              0
<COMMON>                                        11,237,000
<OTHER-SE>                                      71,599,000
<TOTAL-LIABILITY-AND-EQUITY>                   146,784,000
<SALES>                                         46,437,000
<TOTAL-REVENUES>                                46,437,000
<CGS>                                           29,999,000
<TOTAL-COSTS>                                   41,969,000
<OTHER-EXPENSES>                                  (127,000)
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                 805,000
<INCOME-PRETAX>                                  3,790,000
<INCOME-TAX>                                     1,380,000
<INCOME-CONTINUING>                              2,410,000
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                     2,410,000
<EPS-PRIMARY>                                          .25
<EPS-DILUTED>                                          .25