<PAGE>                                           

UNITED STATES
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: March 21, 1997

      JAYARK CORPORATION       
(Exact name of registrant as specified in its charter)

DELAWARE                                             0-3255
(State or other jurisdiction of incorporation)  (Commission File Number)

        13-1864519
(IRS Employer Identification No.)

Post Office Box 741528, Houston, Texas      77274
(Address of principal executive offices ) (Zip Code)

                  (713) 783-9184                  
(Registrant's telephone number, including area code)

                                                             
(Former name,  former address and fiscal year,  if changed since last report.)

<PAGE>                    

Item 5.  Other Events

      On  March  12,  1997,  the  Registrant  entered  into  a  Forbearance  and
Modification  Agreement (the "Forbearance Agreement") with its  primary  lender,
State  Street Bank and Trust Company ("SSB").  In the Forbearance Agreement  the
Registrant acknowledges that its subsidiary, Rosalco, Inc. ("Rosalco"),  is  not
in compliance with certain loan covenants under its current financing agreements
with  SSB.  The Forbearance Agreement provides Rosalco with a line of credit  of
$7,250,000  through  April  15,  1997, $7,000,000  through  May  15,  1997,  and
$6,750,000 after May 16, 1997 through May 30, 1997, when the line of  credit  is
due  and payable.  At the same time, the Registrant borrowed $1,100,000  from  a
newly  created entity, substantially all the equity of which is owned by certain
directors  and principal shareholders of the Registrant.  The proceeds  of  this
loan  were  used to pay down part of the Registrant's outstanding  balance  with
SSB.   The  $1,100,000 loan is payable on demand after May  30,  1997,  provides
interest  at  8% per annum, payable monthly, and is secured by a pledge  of  the
capital  stock  of the Registrant's subsidiary, AVES Audio Visual Systems,  Inc.
("AVES").  Certain warrants to purchase common stock of the Registrant were also
issued to the related party lender in conjunction with the $1,100,000 loan.

      As part of the Forbearance Agreement, the Registrant's unlimited guarantee
to  SSB  of  Rosalco's loan was reduced to $200,000.  In addition, on March  13,
1997,  AVES' line of credit with SSB was refinanced with the proceeds of  a  new
lending  arrangement with BSB Bank and Trust Company ("BSB").  The AVES line  of
credit  with BSB is for $1,250,000, bears interest at prime plus 1 1/2%  and  is
partially guaranteed by a director and principal stockholder of the  Registrant.
As  part  of this transaction, as well as under the Forbearance Agreement,  AVES
was  released by SSB from it guarantee of the obligations of the Registrant  and
Rosalco.   Likewise, the Forbearance Agreement provides that any claim  SSB  may
have in respect of the Registrant's $200,000 guarantee of Rosalco's obligations,
may not be enforced against the assets or capital stock of AVES.

<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 thereunto duly authorized.


JAYARK CORPORATION

Registrant

By:  /S/ David L. Koffman                    Dated:    March 21,1997
     David L. Koffman
     President, Chief Executive Officer
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{"company-data": {"conformed-name": "JAYARK CORP", "cik": "0000053260", "assigned-sic": "5020", "irs-number": "131863419", "state-of-incorporation": "DE", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-03255", "film-number": "97500270"}, "business-address": {"street1": "PO BOX 741528", "city": "HOUSTON", "state": "TX", "zip": "77274", "phone": "7137839184"}, "mail-address": {"street1": "P O BOX 741528", "city": "HOUSTON", "state": "TX", "zip": "77274"}, "former-company": {"former-conformed-name": "JAYARK FILMS CORP", "date-changed": "19700903"}}
UNITED STATES
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: March 21, 1997

      JAYARK CORPORATION       
(Exact name of registrant as specified in its charter)

DELAWARE                                             0-3255
(State or other jurisdiction of incorporation)  (Commission File Number)

        13-1864519
(IRS Employer Identification No.)

Post Office Box 741528, Houston, Texas      77274
(Address of principal executive offices ) (Zip Code)

                  (713) 783-9184                  
(Registrant's telephone number, including area code)

                                                             
(Former name,  former address and fiscal year,  if changed since last report.)
Item 5.  Other Events

      On  March  12,  1997,  the  Registrant  entered  into  a  Forbearance  and
Modification  Agreement (the "Forbearance Agreement") with its  primary  lender,
State  Street Bank and Trust Company ("SSB").  In the Forbearance Agreement  the
Registrant acknowledges that its subsidiary, Rosalco, Inc. ("Rosalco"),  is  not
in compliance with certain loan covenants under its current financing agreements
with  SSB.  The Forbearance Agreement provides Rosalco with a line of credit  of
$7,250,000  through  April  15,  1997, $7,000,000  through  May  15,  1997,  and
$6,750,000 after May 16, 1997 through May 30, 1997, when the line of  credit  is
due  and payable.  At the same time, the Registrant borrowed $1,100,000  from  a
newly  created entity, substantially all the equity of which is owned by certain
directors  and principal shareholders of the Registrant.  The proceeds  of  this
loan  were  used to pay down part of the Registrant's outstanding  balance  with
SSB.   The  $1,100,000 loan is payable on demand after May  30,  1997,  provides
interest  at  8% per annum, payable monthly, and is secured by a pledge  of  the
capital  stock  of the Registrant's subsidiary, AVES Audio Visual Systems,  Inc.
("AVES").  Certain warrants to purchase common stock of the Registrant were also
issued to the related party lender in conjunction with the $1,100,000 loan.

      As part of the Forbearance Agreement, the Registrant's unlimited guarantee
to  SSB  of  Rosalco's loan was reduced to $200,000.  In addition, on March  13,
1997,  AVES' line of credit with SSB was refinanced with the proceeds of  a  new
lending  arrangement with BSB Bank and Trust Company ("BSB").  The AVES line  of
credit  with BSB is for $1,250,000, bears interest at prime plus 1 1/2%  and  is
partially guaranteed by a director and principal stockholder of the  Registrant.
As  part  of this transaction, as well as under the Forbearance Agreement,  AVES
was  released by SSB from it guarantee of the obligations of the Registrant  and
Rosalco.   Likewise, the Forbearance Agreement provides that any claim  SSB  may
have in respect of the Registrant's $200,000 guarantee of Rosalco's obligations,
may not be enforced against the assets or capital stock of AVES.
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 thereunto duly authorized.

JAYARK CORPORATION

Registrant

By:  /S/ David L. Koffman                    Dated:    March 21,1997
     David L. Koffman
     President, Chief Executive Officer