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):

                         January 24, 1995 (November 17, 1994)




                                 INTERCO INCORPORATED              
                  -------------------------------------------------- 
                  (Exact name of Registrant as specified in charter)


             Delaware              I-91                   43-0337683       
          --------------        ------------       ----------------------
            (State of           (Commission           (IRS Employer
          Incorporation)        File Number)       Identification Number)



                   101 South Hanley Road, St. Louis, Missouri 63105
                   ------------------------------------------------
                       (Address of principal executive offices)            


                                   (314) 863-1100         
                           -------------------------------
                           (Registrant's telephone number)<PAGE>





          Item 5.   Other Events

               On November 17, 1994, INTERCO INCORPORATED (the "Company"),
          Broyhill Industries, Inc. ("Broyhill") and The Lane Company,
          Incorporated, ("Lane") (collectively, the "Borrowers") entered
          into a $285 million term loan agreement and a $75 million
          revolving credit facility with Bankers Trust Company, as agent,
          and other institutional lenders (collectively, the "Lenders")
          (the "Secured Credit Agreement").  On the same date, Interco
          Receivables Corp. ("IRC"), an indirect wholly-owned subsidiary,
          entered into a $150 million receivables securitization facility
          with an affiliate of Credit Lyonnais New York Branch ("Credit
          Lyonnais") (the "Receivables Facility").  Proceeds from the $285
          million term loan as well as the proceeds from the Receivables
          Facility were used to repay certain outstanding indebtedness
          issued in 1992 in connection with the reorganization of the
          Company (the "Refinancing Transaction").  The $75 million
          revolving credit facility will be used to fund the Company's
          working capital needs.

               The following is a summary description of these agreements,
          which are filed hereto as exhibits, and such summary description
          is qualified in its entirety by reference to such exhibits.

               The Secured Credit Agreement, which will expire on November
          17, 2001, provides for (i) an aggregate revolving loan commitment
          of up to $75 million, which may be used for the issuance of
          standby and trade letters of credit and for revolving loans, and
          (ii) a term loan facility of $285 million, which term loan was
          extended to finance the Refinancing Transaction and to pay fees
          and expenses in connection with the consummation of the
          Refinancing Transaction.  The term loan is subject to scheduled
          semiannual amortizations and other mandatory repayments as set
          forth in the Secured Credit Agreement.

               Borrowings under the Secured Credit Agreement bear interest
          either at the Base Rate (as defined in the Secured Credit
          Agreement) plus the Applicable Margin or at the Eurodollar Rate
          (as defined in the Secured Credit Agreement) plus the Applicable
          Margin.  The Applicable Margin, in the case of Base Rate loans,
          equals .75%, and in the case of Eurodollar Rate loans, equals
          1.75%, in each case subject to reduction based upon certain
          financial performance criteria.

               Obligations outstanding under the Secured Credit Agreement
          are secured by a guaranty executed by Broyhill Transport, Inc.,
          Lane Advertising, Inc., Action Industries, Inc. and Action
          Transport, Inc. (the "Subsidiary Guarantors").  Obligations
          outstanding under the Secured Credit Agreement are further
          secured by a first priority lien on substantially all of the
          assets owned by the Borrowers and the Subsidiary Guarantors,
          including accounts receivable (excluding trade receivables sold

                                          2<PAGE>





          pursuant to the Receivables Facility), inventory, fixed assets,
          general intangibles (including trademarks) and all proceeds
          thereof, subject to certain exceptions.  The Lenders are also
          entitled to offset amounts outstanding under the Secured Credit
          Agreement against certain deposit accounts of the Borrowers upon
          the occurrence of an event of default under the Secured Credit
          Agreement.

               The Secured Credit Agreement contains covenants and
          provisions that restrict, among other things, the Borrowers'
          ability to:  (i) incur additional indebtedness; (ii) incur liens
          on their property; (iii) make investments and advances; (iv)
          enter into guarantees and other contingent obligations; (v) merge
          or consolidate with or acquire another person or engage in other
          fundamental changes; (vi) engage in certain sales of assets;
          (vii) make capital expenditures; (viii) engage in certain
          transactions with affiliates; (ix) make restricted junior
          payments; (x) pay dividends or acquire their capital stock; and
          (xi) issue certain preferred and common stock.  The Secured
          Credit Agreement also requires the satisfaction of certain
          financial performance criteria (including consolidated net
          interest coverage ratio and maximum leverage ratio) and the
          repayment of loans under the Secured Credit Agreement with
          proceeds of certain sales of assets.

               Events of default under the Secured Credit Agreement
          include, among other things:  (i) any failure of the Borrowers to
          pay principal and interest thereunder when due; (ii) default
          under indebtedness involving an aggregate outstanding principal
          amount in excess of $5 million; (iii) noncompliance with or
          breach of certain covenants contained in the Secured Credit
          Agreement and certain related documents; (iv) material inaccuracy
          of any representation or warranty made by the Borrowers in the
          Secured Credit Agreement and certain related documents; (v)
          certain events of bankruptcy or insolvency; (vi) impairment of
          collateral; (vii) invalidity of obligations created by the
          Secured Credit Agreement and related documents; (viii) a Change
          of Control (as defined in the Secured Credit Agreement); and (ix)
          the repurchase by the Borrowers of accounts receivable from the
          receivables subsidiary in excess of $15 million in any fiscal
          year.

               The Receivables Facility provides up to $150 million in
          financing secured by the trade receivables portfolio of the
          Company's subsidiaries, Broyhill and Lane, and of Lane's
          subsidiary, Action Industries, Inc. ("Action") (collectively, the
          "Furniture Companies").  On November 17, 1994, the Effective Date
          of the Agreement, $130 million was drawn against the Receivables
          Facility.

               Under the terms of the Receivables Facility, the Furniture
          Companies have entered into a Purchase and Contribution Agreement

                                          3<PAGE>





          with IRC, a bankruptcy-remote special purpose subsidiary of the
          Furniture Companies, whereby the Furniture Companies have sold
          all of their trade accounts receivable to IRC.  At the same time,
          IRC has entered into a Receivables Purchase Agreement with
          Atlantic Asset Securitization Corp. ("Atlantic"), an affiliate of
          Credit Lyonnais, by which IRC has sold undivided interests in
          those receivables to Atlantic.  The Furniture Companies have also
          entered into a Servicer Agreement with IRC, whereby they have
          agreed to handle the servicing and collection of the trade
          receivables sold to IRC.

               The Receivables Facility has a term of five years.  The
          monthly interest expense payable by IRC to Atlantic under the
          Receivables Purchase Agreement is calculated at the one-month
          commercial paper rate for AA-rated firms for all amounts drawn
          plus 0.65% per annum on the entire $150 million facility.  

               The Receivables Facility contains covenants and provisions
          that obligate or restrict the Furniture Companies or IRC, in
          certain respects, including:  (i) the delivery of certain
          financial reports, (ii) providing access to books and records
          with respect to the receivables portfolio, (iii) an agreement not
          to sell, assign or pledge any receivable otherwise sold to IRC,
          (iv) to maintain the corporate separateness of IRC, (v)
          maintenance of certain financial ratios, generally at a rate
          somewhat stricter than those covenants included in the Secured
          Credit Agreement.

               Events of default under the Receivables Facility will
          include, among other things:  (i) any failure to pay fees
          thereunder when due; (ii) default under indebtedness involving an
          aggregate outstanding principal amount in excess of specified
          levels, if the effect of the default is to permit acceleration of
          such indebtedness; (iii) noncompliance with or breach of certain
          covenants contained in the Receivables Facility and certain
          related documents; (iv) material inaccuracy of any representation
          or warranty made by the Furniture Companies or IRC in the
          Receivables Facility and certain related documents; (v) certain
          events of bankruptcy or insolvency; (vi) impairment of
          collateral; and (vii) invalidity of obligations created by the
          Receivables Facility and related documents.












                                          4<PAGE>





          Item 7.   Exhibits

               10(a).  Credit Agreement, dated as of November 17, 1994,
                       among the Company, Broyhill Furniture Industries,
                       Inc., The Lane Company, Incorporated, Various
                       Banks, and Bankers Trust Company, as Agent.

               10(b).  Purchase and Contribution Agreement, dated as of
                       November 15, 1994 among The Lane Company,
                       Incorporated, Action Industries, Inc. and Broyhill
                       Furniture Industries, Inc. as Sellers and Interco
                       Receivables Corp. as Purchaser.

               10(c).  Receivables Purchase Agreement, dated as of
                       November 15, 1994 among Interco Receivables Corp.
                       as the Seller and Atlantic Asset Securitization
                       Corp. as an Investor and Credit Lyonnais New York
                       Branch as the Agent.



































                                          5<PAGE>





                                      SIGNATURE


          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.


                                             INTERCO INCORPORATED

                                             BY: Steven W. Alstadt
                                                 ----------------------
                                                 Steven W. Alstadt
                                                 Controller and Chief
                                                   Accounting Officer


          January 24, 1995




































                                          6<PAGE>
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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):

                         January 24, 1995 (November 17, 1994)

                                 INTERCO INCORPORATED              
                  -------------------------------------------------- 
                  (Exact name of Registrant as specified in charter)

             Delaware              I-91                   43-0337683       
          --------------        ------------       ----------------------
            (State of           (Commission           (IRS Employer
          Incorporation)        File Number)       Identification Number)

                   101 South Hanley Road, St. Louis, Missouri 63105
                   ------------------------------------------------
                       (Address of principal executive offices)            

                                   (314) 863-1100         
                           -------------------------------
                           (Registrant's telephone number)
Item 5.   Other Events

               On November 17, 1994, INTERCO INCORPORATED (the "Company"),
          Broyhill Industries, Inc. ("Broyhill") and The Lane Company,
          Incorporated, ("Lane") (collectively, the "Borrowers") entered
          into a $285 million term loan agreement and a $75 million
          revolving credit facility with Bankers Trust Company, as agent,
          and other institutional lenders (collectively, the "Lenders")
          (the "Secured Credit Agreement").  On the same date, Interco
          Receivables Corp. ("IRC"), an indirect wholly-owned subsidiary,
          entered into a $150 million receivables securitization facility
          with an affiliate of Credit Lyonnais New York Branch ("Credit
          Lyonnais") (the "Receivables Facility").  Proceeds from the $285
          million term loan as well as the proceeds from the Receivables
          Facility were used to repay certain outstanding indebtedness
          issued in 1992 in connection with the reorganization of the
          Company (the "Refinancing Transaction").  The $75 million
          revolving credit facility will be used to fund the Company's
          working capital needs.

               The following is a summary description of these agreements,
          which are filed hereto as exhibits, and such summary description
          is qualified in its entirety by reference to such exhibits.

               The Secured Credit Agreement, which will expire on November
          17, 2001, provides for (i) an aggregate revolving loan commitment
          of up to $75 million, which may be used for the issuance of
          standby and trade letters of credit and for revolving loans, and
          (ii) a term loan facility of $285 million, which term loan was
          extended to finance the Refinancing Transaction and to pay fees
          and expenses in connection with the consummation of the
          Refinancing Transaction.  The term loan is subject to scheduled
          semiannual amortizations and other mandatory repayments as set
          forth in the Secured Credit Agreement.

               Borrowings under the Secured Credit Agreement bear interest
          either at the Base Rate (as defined in the Secured Credit
          Agreement) plus the Applicable Margin or at the Eurodollar Rate
          (as defined in the Secured Credit Agreement) plus the Applicable
          Margin.  The Applicable Margin, in the case of Base Rate loans,
          equals .75%, and in the case of Eurodollar Rate loans, equals
          1.75%, in each case subject to reduction based upon certain
          financial performance criteria.

               Obligations outstanding under the Secured Credit Agreement
          are secured by a guaranty executed by Broyhill Transport, Inc.,
          Lane Advertising, Inc., Action Industries, Inc. and Action
          Transport, Inc. (the "Subsidiary Guarantors").  Obligations
          outstanding under the Secured Credit Agreement are further
          secured by a first priority lien on substantially all of the
          assets owned by the Borrowers and the Subsidiary Guarantors,
          including accounts receivable (excluding trade receivables sold

                                          2
pursuant to the Receivables Facility), inventory, fixed assets,
          general intangibles (including trademarks) and all proceeds
          thereof, subject to certain exceptions.  The Lenders are also
          entitled to offset amounts outstanding under the Secured Credit
          Agreement against certain deposit accounts of the Borrowers upon
          the occurrence of an event of default under the Secured Credit
          Agreement.

               The Secured Credit Agreement contains covenants and
          provisions that restrict, among other things, the Borrowers'
          ability to:  (i) incur additional indebtedness; (ii) incur liens
          on their property; (iii) make investments and advances; (iv)
          enter into guarantees and other contingent obligations; (v) merge
          or consolidate with or acquire another person or engage in other
          fundamental changes; (vi) engage in certain sales of assets;
          (vii) make capital expenditures; (viii) engage in certain
          transactions with affiliates; (ix) make restricted junior
          payments; (x) pay dividends or acquire their capital stock; and
          (xi) issue certain preferred and common stock.  The Secured
          Credit Agreement also requires the satisfaction of certain
          financial performance criteria (including consolidated net
          interest coverage ratio and maximum leverage ratio) and the
          repayment of loans under the Secured Credit Agreement with
          proceeds of certain sales of assets.

               Events of default under the Secured Credit Agreement
          include, among other things:  (i) any failure of the Borrowers to
          pay principal and interest thereunder when due; (ii) default
          under indebtedness involving an aggregate outstanding principal
          amount in excess of $5 million; (iii) noncompliance with or
          breach of certain covenants contained in the Secured Credit
          Agreement and certain related documents; (iv) material inaccuracy
          of any representation or warranty made by the Borrowers in the
          Secured Credit Agreement and certain related documents; (v)
          certain events of bankruptcy or insolvency; (vi) impairment of
          collateral; (vii) invalidity of obligations created by the
          Secured Credit Agreement and related documents; (viii) a Change
          of Control (as defined in the Secured Credit Agreement); and (ix)
          the repurchase by the Borrowers of accounts receivable from the
          receivables subsidiary in excess of $15 million in any fiscal
          year.

               The Receivables Facility provides up to $150 million in
          financing secured by the trade receivables portfolio of the
          Company's subsidiaries, Broyhill and Lane, and of Lane's
          subsidiary, Action Industries, Inc. ("Action") (collectively, the
          "Furniture Companies").  On November 17, 1994, the Effective Date
          of the Agreement, $130 million was drawn against the Receivables
          Facility.

               Under the terms of the Receivables Facility, the Furniture
          Companies have entered into a Purchase and Contribution Agreement

                                          3
with IRC, a bankruptcy-remote special purpose subsidiary of the
          Furniture Companies, whereby the Furniture Companies have sold
          all of their trade accounts receivable to IRC.  At the same time,
          IRC has entered into a Receivables Purchase Agreement with
          Atlantic Asset Securitization Corp. ("Atlantic"), an affiliate of
          Credit Lyonnais, by which IRC has sold undivided interests in
          those receivables to Atlantic.  The Furniture Companies have also
          entered into a Servicer Agreement with IRC, whereby they have
          agreed to handle the servicing and collection of the trade
          receivables sold to IRC.

               The Receivables Facility has a term of five years.  The
          monthly interest expense payable by IRC to Atlantic under the
          Receivables Purchase Agreement is calculated at the one-month
          commercial paper rate for AA-rated firms for all amounts drawn
          plus 0.65% per annum on the entire $150 million facility.  

               The Receivables Facility contains covenants and provisions
          that obligate or restrict the Furniture Companies or IRC, in
          certain respects, including:  (i) the delivery of certain
          financial reports, (ii) providing access to books and records
          with respect to the receivables portfolio, (iii) an agreement not
          to sell, assign or pledge any receivable otherwise sold to IRC,
          (iv) to maintain the corporate separateness of IRC, (v)
          maintenance of certain financial ratios, generally at a rate
          somewhat stricter than those covenants included in the Secured
          Credit Agreement.

               Events of default under the Receivables Facility will
          include, among other things:  (i) any failure to pay fees
          thereunder when due; (ii) default under indebtedness involving an
          aggregate outstanding principal amount in excess of specified
          levels, if the effect of the default is to permit acceleration of
          such indebtedness; (iii) noncompliance with or breach of certain
          covenants contained in the Receivables Facility and certain
          related documents; (iv) material inaccuracy of any representation
          or warranty made by the Furniture Companies or IRC in the
          Receivables Facility and certain related documents; (v) certain
          events of bankruptcy or insolvency; (vi) impairment of
          collateral; and (vii) invalidity of obligations created by the
          Receivables Facility and related documents.

                                          4
Item 7.   Exhibits

               10(a).  Credit Agreement, dated as of November 17, 1994,
                       among the Company, Broyhill Furniture Industries,
                       Inc., The Lane Company, Incorporated, Various
                       Banks, and Bankers Trust Company, as Agent.

               10(b).  Purchase and Contribution Agreement, dated as of
                       November 15, 1994 among The Lane Company,
                       Incorporated, Action Industries, Inc. and Broyhill
                       Furniture Industries, Inc. as Sellers and Interco
                       Receivables Corp. as Purchaser.

               10(c).  Receivables Purchase Agreement, dated as of
                       November 15, 1994 among Interco Receivables Corp.
                       as the Seller and Atlantic Asset Securitization
                       Corp. as an Investor and Credit Lyonnais New York
                       Branch as the Agent.

                                          5
SIGNATURE

          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.

                                             INTERCO INCORPORATED

                                             BY: Steven W. Alstadt
                                                 ----------------------
                                                 Steven W. Alstadt
                                                 Controller and Chief
                                                   Accounting Officer

          January 24, 1995

                                          6