content: 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)  October 28, 1998
  
                    GENISYS RESERVATION SYSTEMS, INC.               
        (Exact name of registrant as specified in its charter)
  
  
                                 New Jersey                         
        (State or Other Jurisdiction of Incorporation)
  
      1-12689                             22-2719541           
  (Commission File Number)          (I.R.S. Employer Identification No.)
  
  
  2401 Morris Avenue, Union, New Jersey                07083             
  (Address of principal executive offices)           (Zip Code)
  
  (908) 810-8767                                                
  (Registrant's telephone number, including area code)
  
  
  
  
  
  <PAGE>
  
  ITEM 5. Other Events
  
           On June 30, 1998 NetCruise (a wholly owned subsidiary of
  the Company) acquired assets and a technology license from UIT
  in consideration of 2,000,000 shares of the Company's Common
  Stock and two warrants ("Warrants"), each entitling the holder
  to purchase 800,000 shares of the Common Stock of the Company.
  One warrant is exercisable for 800,000 shares at $2.50 per
  share and may be exercised between April 1, 2002 and June 30,
  2002, but only if NetCruise achieves profits equal to or
  exceeding $5,000,000 for the years 1999, 2000 and 2001.  The
  other Warrant is exercisable for 800,000 shares at $6.00 per
  share and may be exercised between April 1, 2002 and June 30,
  2002, but only if NetCruise achieves profits equal to or
  exceeding $10,000,000 for the years 1999, 2000 and 2001. The
  Company has been advised that the issuance of such securities
  has caused the Company to inadvertently be in violation of a
  Nasdaq MarketPlace Rule because the issuance of the shares and
  Warrants amounted to more than 20% of the issued and
  outstanding shares of the Company and were not approved by
  Shareholders as required by such Rule.  Nasdaq has advised the
  Company that the Company's Common Stock will be delisted unless
  the Company obtains Shareholder approval for these issuance to
  the extent that they violate the Rule.  The Company and UIT
  have restructured the transaction by UIT returning to the
  Company 1,100,000 shares of Common Stock (retaining 900,000
  shares) and the Warrants.  The Company will issue to UIT
  1,100,000 shares of Convertible Series B Preferred Stock (the
  "Series B Preferred Stock"), which Series B Preferred Stock is
  automatically convertible into 1,100,000 shares of the
  Company's Common Stock upon Shareholder approval of the
  issuance of the 1,100,000 shares of Common Stock and the
  Warrants.  The Series B Preferred Stock carries a mandatory
  dividend of $275,000, payable on September 30, 1999 and a
  mandatory quarterly dividend at the rate of $68,750 commencing
  with the quarter ended December 31, 1999.  No dividend will be
  payable if the Shareholders approve the issuance of the Common
  Stock and Warrants prior to the time that the dividend is
  payable.
  
           As a result of the transaction the Company acquired the
  Travel Web site called "Netcruise" and the license for "Parallel
  Addressing Video Technology" for all travel related
  applications, along with all of the software, computer systems
  and intellectual properties related to the travel business.
  The Company formed NetCruise as a wholly owned subsidiary for
  the purpose of operating an Internet travel agency featuring
  the technology obtained through this acquisition.  Harry
  Shuster has been appointed Chairman and Brian Shuster the
  President of NetCruise.  Pursuant to the acquisition agreement,
  Mr. Brian Shuster will receive $5,000 per month for his
  services as a consultant to the Company. In addition, Messrs.
  Harry Shuster and Brian Shuster have been serving as directors
  of the Company since the transaction closed and both have been
  nominated for election as directors of the Company.
  
  ITEM 7.  Financial Statements and Exhibits.
  
           (c)  Exhibits
  
                    1. Copy of Agreement.
  
  <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.
  
  
                                   Genisys Reservation Systems, Inc.
                              (Registrant)
  
  
  
  By:___________________________
             John Wasko, Treasurer
  
   
  DATED: October 28, 1998
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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)  October 28, 1998
  
                    GENISYS RESERVATION SYSTEMS, INC.               
        (Exact name of registrant as specified in its charter)
  
                                 New Jersey                         
        (State or Other Jurisdiction of Incorporation)
  
      1-12689                             22-2719541           
  (Commission File Number)          (I.R.S. Employer Identification No.)
  
  2401 Morris Avenue, Union, New Jersey                07083             
  (Address of principal executive offices)           (Zip Code)
  
  (908) 810-8767                                                
  (Registrant's telephone number, including area code)
  ITEM 5. Other Events
  
           On June 30, 1998 NetCruise (a wholly owned subsidiary of
  the Company) acquired assets and a technology license from UIT
  in consideration of 2,000,000 shares of the Company's Common
  Stock and two warrants ("Warrants"), each entitling the holder
  to purchase 800,000 shares of the Common Stock of the Company.
  One warrant is exercisable for 800,000 shares at $2.50 per
  share and may be exercised between April 1, 2002 and June 30,
  2002, but only if NetCruise achieves profits equal to or
  exceeding $5,000,000 for the years 1999, 2000 and 2001.  The
  other Warrant is exercisable for 800,000 shares at $6.00 per
  share and may be exercised between April 1, 2002 and June 30,
  2002, but only if NetCruise achieves profits equal to or
  exceeding $10,000,000 for the years 1999, 2000 and 2001. The
  Company has been advised that the issuance of such securities
  has caused the Company to inadvertently be in violation of a
  Nasdaq MarketPlace Rule because the issuance of the shares and
  Warrants amounted to more than 20% of the issued and
  outstanding shares of the Company and were not approved by
  Shareholders as required by such Rule.  Nasdaq has advised the
  Company that the Company's Common Stock will be delisted unless
  the Company obtains Shareholder approval for these issuance to
  the extent that they violate the Rule.  The Company and UIT
  have restructured the transaction by UIT returning to the
  Company 1,100,000 shares of Common Stock (retaining 900,000
  shares) and the Warrants.  The Company will issue to UIT
  1,100,000 shares of Convertible Series B Preferred Stock (the
  "Series B Preferred Stock"), which Series B Preferred Stock is
  automatically convertible into 1,100,000 shares of the
  Company's Common Stock upon Shareholder approval of the
  issuance of the 1,100,000 shares of Common Stock and the
  Warrants.  The Series B Preferred Stock carries a mandatory
  dividend of $275,000, payable on September 30, 1999 and a
  mandatory quarterly dividend at the rate of $68,750 commencing
  with the quarter ended December 31, 1999.  No dividend will be
  payable if the Shareholders approve the issuance of the Common
  Stock and Warrants prior to the time that the dividend is
  payable.
  
           As a result of the transaction the Company acquired the
  Travel Web site called "Netcruise" and the license for "Parallel
  Addressing Video Technology" for all travel related
  applications, along with all of the software, computer systems
  and intellectual properties related to the travel business.
  The Company formed NetCruise as a wholly owned subsidiary for
  the purpose of operating an Internet travel agency featuring
  the technology obtained through this acquisition.  Harry
  Shuster has been appointed Chairman and Brian Shuster the
  President of NetCruise.  Pursuant to the acquisition agreement,
  Mr. Brian Shuster will receive $5,000 per month for his
  services as a consultant to the Company. In addition, Messrs.
  Harry Shuster and Brian Shuster have been serving as directors
  of the Company since the transaction closed and both have been
  nominated for election as directors of the Company.
  
  ITEM 7.  Financial Statements and Exhibits.
  
           (c)  Exhibits
  
                    1. Copy of Agreement.
  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.
  
                                   Genisys Reservation Systems, Inc.
                              (Registrant)
  
  By:___________________________
             John Wasko, Treasurer
  
   
  DATED: October 28, 1998