content: <PAGE>
   
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 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)      MARCH 1, 1997
                                                     ----------------
  
  
                          MICROELECTRONIC PACKAGING, INC.
  --------------------------------------------------------------------------------
                 (Exact name of registrant as specified in charter)
  
  
  
           CALIFORNIA                      0-23562               94-3142624
  ----------------------------            -----------         ------------------
  (State or other jurisdiction            (Commission            (IRS Employer
        of incorporation)                 File Number)        Identification No.)
   
  
  
         9350 TRADE PLACE, SAN DIEGO, CALIFORNIA                          92126
  -----------------------------------------------------------------     ---------
  (Address of principal executive offices)                    (Zip Code)
  
  
  
  Registrant's telephone number, including area code    (619) 530-1660
                                                        --------------
  
  
                                        N/A
  --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report.)
  <PAGE>
   
  Item 2.   Acquisition or Disposition of Assets.
  
            On March 1, 1997, the Board of Directors of Microelectronic
  Packaging, Inc. (the "Company") voted to liquidate MPM (S) Pte. Ltd. ("MPM"),
  one of the Company's wholly-owned Singapore subsidiaries. The Company had been
  attempting to conduct its multilayer packaging operations through MPM pursuant
  to a licensing agreement with IBM. Changing market conditions for multilayer
  packaging products and IBM's unwillingness to renegotiate the terms of the
  license agreement since the formation of MPM are the primary reasons that the
  Company decided to liquidate MPM.
  
  Item 5.  Other Events.
  
            On March 1, 1997, the Board of Directors of the Company approved the
  ongoing restructuring of MPS (S) Pte. Ltd. ("MPS"), another of the Company's
  wholly-owned Singapore subsidiaries through which the Company conducts its
  pressed ceramic packaging activities. Pursuant to such ongoing restructuring,
  MPS may be placed under Judicial Management, as defined under Singapore law,
  which would give the Company the ability to organize MPS's outstanding debts.
  The Company anticipates that the Judicial Management process should take no
  longer than one hundred and eighty (180) days, if it chooses to pursue this
  form of restructuring.
  
            On February 20, 1997, the Company converted the remaining outstanding
  Convertible Debentures sold to Dusseldorf Securities Ltd. and various offshore
  investors (collectively, the "Purchasers") on October 24, 1996 and reported on a
  current report on Form 8-K filed with the Securities and Exchange Commission on
  October 28, 1996.  Including the conversion of the remaining outstanding
  Debentures, the Purchasers have been issued an aggregate of 5,108,783 shares of
  the Company's Common Stock.  The conversion of the outstanding Debentures and
  the existence and exercise of the Warrant issued to Dusseldorf Securities Ltd.,
  as described in the current report on Form 8-K filed with the Securities and
  Exchange Commission on October 28, 1996, has significantly diluted and will
  significantly dilute both the earnings per share amounts and the ownership
  interests of the Company's other shareholders.
  
  Item 7.   Financial Statements and Exhibits.
  
            (a)  Financial Statements of Businesses Acquired.  None.
                 -------------------------------------------        
  
            (b)  Pro Forma Financial Information.
                 ------------------------------- 
  
                 1.  Introduction to Unaudited Pro Forma Condensed Financial
                     Information.
  
                 2.  Unaudited Pro Forma Condensed Consolidated Balance Sheet as 
                     of September 30, 1996.
  
                 3.  Unaudited Pro Forma Condensed Consolidated Statement of
                     Operations for the Year Ended December 31, 1995.
  
                 4.  Unaudited Pro Forma Condensed Consolidated Statement of
                     Operations for the Nine Months Ended September 30, 1996.
  
                 5.  Notes to Unaudited Pro Forma Condensed Consolidated Financial
                     Information.
  
            (c)  Exhibits.  The following documents are filed as an exhibit to 
                 --------
                 this report:
  
            Exhibit No.  Description
            -----------  -----------
  
               7(b)1     Introduction to Unaudited Pro Forma Condensed Financial 
                         Information.
  
                                         2.
  <PAGE>
   
               7(b)2     Unaudited Pro Forma Condensed Consolidated Balance Sheet 
                         as of September 30, 1996.
  
               7(b)3     Unaudited Pro Forma Condensed Consolidated Statement of 
                         Operations for the Year Ended December 31, 1995.
  
               7(b)4     Unaudited Pro Forma Condensed Consolidated Statement of 
                         Operations for the Nine Months Ended September 30, 1996.
  
               7(b)5     Notes to Unaudited Pro Forma Condensed Consolidated 
                         Financial Information.
  
               10.85     Press Release dated March 3, 1997.
  
                                         3.
  <PAGE>
   
                                     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.
  
  
                                        Microelectronic Packaging, Inc.
                                        -----------------------------------
                                           (Registrant)
  
  
  
  Date:  March 14, 1997               By /S/ Timothy Sullivan
                                        -----------------------------------
                                      Name:  Timothy Sullivan
                                      Title:  Vice President and Controller
  
                                         4.
  <PAGE>
   
                          Microelectronic Packaging, Inc.
                                   Exhibit Index
                                    to Form 8-K
  
  <TABLE> 
  <CAPTION> 
  
  Exhibit No.   Description                                                     
  -----------   -----------                                                     
  <S>           <C>                                                         
     7(b)1      Introduction to Unaudited Pro Forma Condensed Financial
                Information.
  
     7(b)2      Unaudited Pro Forma Condensed Consolidated Balance Sheet 
                as of September 30, 1996.
  
     7(b)3      Unaudited Pro Forma Condensed Consolidated Statement of 
                Operations for the Year Ended December 31, 1995.
  
     7(b)4      Unaudited Pro Forma Condensed Consolidated Statement of 
                Operations for the Nine Months Ended September 30, 1996.
  
     7(b)5     Notes to Unaudited Pro Forma Condensed Consolidated 
               Financial Information.
  
     10.85     Press Release dated March 3, 1997
  
  </TABLE>
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metadata_filer: {"company-data": {"conformed-name": "MICROELECTRONIC PACKAGING INC /CA/", "cik": "0000916232", "assigned-sic": "3674", "irs-number": "943142624", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23562", "film-number": "97556924"}, "business-address": {"street1": "9350 TRADE PLACE", "city": "SAN DIEGO", "state": "CA", "zip": "92126", "phone": "6195301660"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 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)      MARCH 1, 1997
                                                     ----------------
  
                          MICROELECTRONIC PACKAGING, INC.
  --------------------------------------------------------------------------------
                 (Exact name of registrant as specified in charter)
  
           CALIFORNIA                      0-23562               94-3142624
  ----------------------------            -----------         ------------------
  (State or other jurisdiction            (Commission            (IRS Employer
        of incorporation)                 File Number)        Identification No.)
   
  
         9350 TRADE PLACE, SAN DIEGO, CALIFORNIA                          92126
  -----------------------------------------------------------------     ---------
  (Address of principal executive offices)                    (Zip Code)
  
  Registrant's telephone number, including area code    (619) 530-1660
                                                        --------------
  
                                        N/A
  --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report.)
  Item 2.   Acquisition or Disposition of Assets.
  
            On March 1, 1997, the Board of Directors of Microelectronic
  Packaging, Inc. (the "Company") voted to liquidate MPM (S) Pte. Ltd. ("MPM"),
  one of the Company's wholly-owned Singapore subsidiaries. The Company had been
  attempting to conduct its multilayer packaging operations through MPM pursuant
  to a licensing agreement with IBM. Changing market conditions for multilayer
  packaging products and IBM's unwillingness to renegotiate the terms of the
  license agreement since the formation of MPM are the primary reasons that the
  Company decided to liquidate MPM.
  
  Item 5.  Other Events.
  
            On March 1, 1997, the Board of Directors of the Company approved the
  ongoing restructuring of MPS (S) Pte. Ltd. ("MPS"), another of the Company's
  wholly-owned Singapore subsidiaries through which the Company conducts its
  pressed ceramic packaging activities. Pursuant to such ongoing restructuring,
  MPS may be placed under Judicial Management, as defined under Singapore law,
  which would give the Company the ability to organize MPS's outstanding debts.
  The Company anticipates that the Judicial Management process should take no
  longer than one hundred and eighty (180) days, if it chooses to pursue this
  form of restructuring.
  
            On February 20, 1997, the Company converted the remaining outstanding
  Convertible Debentures sold to Dusseldorf Securities Ltd. and various offshore
  investors (collectively, the "Purchasers") on October 24, 1996 and reported on a
  current report on Form 8-K filed with the Securities and Exchange Commission on
  October 28, 1996.  Including the conversion of the remaining outstanding
  Debentures, the Purchasers have been issued an aggregate of 5,108,783 shares of
  the Company's Common Stock.  The conversion of the outstanding Debentures and
  the existence and exercise of the Warrant issued to Dusseldorf Securities Ltd.,
  as described in the current report on Form 8-K filed with the Securities and
  Exchange Commission on October 28, 1996, has significantly diluted and will
  significantly dilute both the earnings per share amounts and the ownership
  interests of the Company's other shareholders.
  
  Item 7.   Financial Statements and Exhibits.
  
            (a)  Financial Statements of Businesses Acquired.  None.
                 -------------------------------------------        
  
            (b)  Pro Forma Financial Information.
                 ------------------------------- 
  
                 1.  Introduction to Unaudited Pro Forma Condensed Financial
                     Information.
  
                 2.  Unaudited Pro Forma Condensed Consolidated Balance Sheet as 
                     of September 30, 1996.
  
                 3.  Unaudited Pro Forma Condensed Consolidated Statement of
                     Operations for the Year Ended December 31, 1995.
  
                 4.  Unaudited Pro Forma Condensed Consolidated Statement of
                     Operations for the Nine Months Ended September 30, 1996.
  
                 5.  Notes to Unaudited Pro Forma Condensed Consolidated Financial
                     Information.
  
            (c)  Exhibits.  The following documents are filed as an exhibit to 
                 --------
                 this report:
  
            Exhibit No.  Description
            -----------  -----------
  
               7(b)1     Introduction to Unaudited Pro Forma Condensed Financial 
                         Information.
  
                                         2.
  7(b)2     Unaudited Pro Forma Condensed Consolidated Balance Sheet 
                         as of September 30, 1996.
  
               7(b)3     Unaudited Pro Forma Condensed Consolidated Statement of 
                         Operations for the Year Ended December 31, 1995.
  
               7(b)4     Unaudited Pro Forma Condensed Consolidated Statement of 
                         Operations for the Nine Months Ended September 30, 1996.
  
               7(b)5     Notes to Unaudited Pro Forma Condensed Consolidated 
                         Financial Information.
  
               10.85     Press Release dated March 3, 1997.
  
                                         3.
  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.
  
                                        Microelectronic Packaging, Inc.
                                        -----------------------------------
                                           (Registrant)
  
  Date:  March 14, 1997               By /S/ Timothy Sullivan
                                        -----------------------------------
                                      Name:  Timothy Sullivan
                                      Title:  Vice President and Controller
  
                                         4.
  Microelectronic Packaging, Inc.
                                   Exhibit Index
                                    to Form 8-K
  Exhibit No.   Description                                                     
  -----------   -----------
  7(b)1      Introduction to Unaudited Pro Forma Condensed Financial
                Information.
  
     7(b)2      Unaudited Pro Forma Condensed Consolidated Balance Sheet 
                as of September 30, 1996.
  
     7(b)3      Unaudited Pro Forma Condensed Consolidated Statement of 
                Operations for the Year Ended December 31, 1995.
  
     7(b)4      Unaudited Pro Forma Condensed Consolidated Statement of 
                Operations for the Nine Months Ended September 30, 1996.
  
     7(b)5     Notes to Unaudited Pro Forma Condensed Consolidated 
               Financial Information.
  
     10.85     Press Release dated March 3, 1997