FORM 8-K

                    SECURITIES AND EXCHANGE COMMISSION

                           Washington, DC 20549

                              CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of
                   the Securities Exchange Act of 1934

                     Date of Report: February 3, 1998
                    (Date of earliest event reported)



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


             DELAWARE                  0-16293              51-0270253
  (State or other jurisdiction     (Commission File       (IRS Employer
       of incorporation)               Number)          Identification No.)


                            1300 MARROWS ROAD
                              P.O. BOX 6077
                       NEWARK, DELAWARE 19714-6077
                              (302) 456-6200
       (Address including zip code, and telephone number including
          area code of registrant's principal executive offices)




Item 5.  Other Events.

Termination of Employees

            On February 3, 1998, Lanxide Corporation, a Delaware
corporation ("Lanxide"), terminated all of its employees, as well as
those of three of its subsidiaries located at Lanxide's Newark, Delaware
offices, as a result of its inability to secure adequate funding to
continue its operations.

Assignment of Option; Transfer of Subsidiaries

            As previously disclosed, in February, 1993, E. I. du Pont de
Nemours and Company ("DuPont") entered into an agreement with PNC Bank,
Delaware (f.k.a., Bank of Delaware) (the "Bank"), pursuant to which
DuPont agreed to guaranty Lanxide's obligations to the Bank under a
Revolving Credit and Term Note, dated February 24, 1993, in the original
principal amount of $5,970,000 (as amended, the "Note"). In consideration
for DuPont's guaranty, Lanxide and DuPont entered into a Loan Guarantee
Letter Agreement, dated December 15, 1992 (as amended, the "Guarantee
Agreement"), pursuant to which Lanxide granted to DuPont, as collateral,
an option (the "Option") to acquire all of the outstanding common equity
securities of Lanxide Armor Products ("LAP") and Lanxide Electronic
Components ("LEC"). DuPont's exercise of the Option would release Lanxide
from all obligations and liabilities under the Note. Under the terms of
the Guarantee Agreement, the Option would become exercisable by DuPont
upon Lanxide's notification to DuPont of Lanxide's inability to meet its
obligations under the Note.

            In a letter agreement entered into between Lanxide and
DuPont, dated February 6, 1998 (the "Letter Agreement"), Lanxide notified
DuPont that Lanxide would not be able to meet its obligations under the
Note. In the Letter Agreement, Lanxide consented to DuPont's assignment
of its right to exercise the Option to DHB Capital Group, Inc. ("DHB")
and DuPont agreed to repay the Bank all amounts owed by Lanxide to the
Bank under the Note.

            Concurrent with the assignment of the Option by DuPont to
DHB, Lanxide entered into a Transfer Agreement, dated as of February 6,
1998 (the "Transfer Agreement"), by and among Lanxide, DHB, LAP, LEC and
Lanxide Technology Company, L.P. ("LTC"), pursuant to which DHB elected
to exercise the Option and, accordingly, Lanxide transferred to DHB all
of the outstanding common equity securities of LEC and LAP. Pursuant to
the Transfer Agreement, DHB has agreed to use its best efforts to cause
LEC and LAP to hire, at a minimum, all of the persons employed as of
February 2, 1998, by LEC and LAP, respectively. Pursuant to the Transfer
Agreement, DHB further agreed to transfer to LTC certain assets of LAP
set forth on a schedule attached to the Transfer Agreement (the "Asset
Sale") and (i) LTC and LEC have each agreed to amend the License
Agreement, dated as of July 25, 1995, between LTC and LEC and (ii) LTC
and LAP have each agreed to amend the License Agreement, dated as of
March 31, 1987, between LTC and LAP (f.k.a., Lanxide Products Company) to
provide for a 2% royalty to LTC of all products containing Lanxide
technology that are sold by LEC or LAP for five years and a 1% royalty
thereafter.

            Lanxide announced the transactions contemplated by the
assignment of the Option by DuPont to DHB, the Letter Agreement and the
Transfer Agreement in a press release on February 9, 1998 (the "Press
Release"). The foregoing is qualified in its entirety by reference to the
full text of the Press Release, the Letter Agreement and the Transfer
Agreement, copies of which are attached as Exhibits hereto and
incorporated by reference herein.

            Lanxide is considering alternatives to attempt to resolve its
financial situation.

Termination of Voting Agreement; Resignation of
Directors and Officers

            As previously disclosed, on Lanxide's Current Report on Form
8-K dated July 3, 1997, Commodore Environmental Services, Inc., a
Delaware corporation ("COES"), assumed effective control of Lanxide
pursuant to a Voting Agreement, dated July 3, 1997, among Lanxide and
certain of its stockholders (the "Voting Agreement") which was executed
in connection with certain transactions contemplated by a Securities
Purchase Agreement, dated July 3, 1997, between Lanxide and COES (the
"Securities Purchase Agreement"). Pursuant to the Voting Agreement,
stockholders of Lanxide who owned 664,329 shares of common stock, par
value $.01 per share (the "Common Stock"), or 50.1% of the outstanding
Common Stock, granted proxies to the members of the Board of Directors of
COES (the "Proxyholders") to vote all shares of Common Stock held by each
such stockholder until December 31, 1998.

            In accordance with the Securities Purchase Agreement, on July
7, 1997, the Board of Directors of Lanxide increased the number of
members on the Lanxide Board of Directors to seven and elected Messrs.
Michael Fullwood and William Toller to fill the newly created
directorships. In addition, the Board of Directors of Lanxide appointed
Mr. Toller to the position of Vice Chairman of Lanxide and Mr. Fullwood
to the position of Senior Vice President, Chief Financial and
Administrative Officer and General Counsel of Lanxide.

            On February 3, 1998, COES terminated the Voting Agreement in
accordance with its terms and Messrs. Fullwood and Toller resigned from
their respective positions as directors and officers of Lanxide.
Reference is made to the description of the Voting Agreement and the
Securities Purchase Agreement, respectively, and copies of such
agreements which were filed previously with the Commission as Exhibits to
Lanxide's Current Report on Form 8-K dated July 3, 1997.

            On February 6, 1998, Paul E. Hannesson, chairman of the Board
of Directors of Lanxide and COES, resigned from his position on the
Lanxide Board of Directors.


Item 7.  Financial Statements and Exhibits.

   (a)   Financial statements of business acquired:

         Not applicable.

   (b)   Pro Forma financial information:

         Not applicable.

   (c)   Exhibits:

         10.1     Letter Agreement, dated as of February 6, 1998, by and
                  between, Lanxide Corporation and E. I. du Pont de Nemours
                  and Company.

         10.2     Transfer Agreement, dated as of February 6, 1998, by
                  and among Lanxide Corporation, DHB Capital Group, Inc.,
                  Lanxide Armor Products, Inc., Lanxide Electronic
                  Components, Inc. and Lanxide Technology Company, L.P.

         99.1     Press Release issued by Lanxide on February 4, 1998.

         99.2     Press Release issued by Lanxide on February 9, 1998.



                                SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.


                                    LANXIDE CORPORATION


                                    By /s/ Robert J. Ferris
                                       ------------------------
                                           Robert J. Ferris
                                           Secretary, Treasurer and
                                           Vice President - Administration



Date:  February 10, 1998




                              EXHIBIT INDEX


      10.1        Letter Agreement, dated as of February 6, 1998, by and
                  between, Lanxide Corporation and E. I. du Pont de Nemours
                  and Company.

      10.2        Transfer Agreement, dated as of February 6, 1998, by
                  and among Lanxide Corporation, DHB Capital Group, Inc.,
                  Lanxide Armor Products, Inc., Lanxide Electronic
                  Components, Inc. and Lanxide Technology Company, L.P.

      99.1        Press Release issued by Lanxide on February 4, 1998.

      99.2        Press Release issued by Lanxide on February 9, 1998.
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FORM 8-K

                    SECURITIES AND EXCHANGE COMMISSION

                           Washington, DC 20549

                              CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of
                   the Securities Exchange Act of 1934

                     Date of Report: February 3, 1998
                    (Date of earliest event reported)

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

             DELAWARE                  0-16293              51-0270253
  (State or other jurisdiction     (Commission File       (IRS Employer
       of incorporation)               Number)          Identification No.)

                            1300 MARROWS ROAD
                              P.O. BOX 6077
                       NEWARK, DELAWARE 19714-6077
                              (302) 456-6200
       (Address including zip code, and telephone number including
          area code of registrant's principal executive offices)

Item 5.  Other Events.

Termination of Employees

            On February 3, 1998, Lanxide Corporation, a Delaware
corporation ("Lanxide"), terminated all of its employees, as well as
those of three of its subsidiaries located at Lanxide's Newark, Delaware
offices, as a result of its inability to secure adequate funding to
continue its operations.

Assignment of Option; Transfer of Subsidiaries

            As previously disclosed, in February, 1993, E. I. du Pont de
Nemours and Company ("DuPont") entered into an agreement with PNC Bank,
Delaware (f.k.a., Bank of Delaware) (the "Bank"), pursuant to which
DuPont agreed to guaranty Lanxide's obligations to the Bank under a
Revolving Credit and Term Note, dated February 24, 1993, in the original
principal amount of $5,970,000 (as amended, the "Note"). In consideration
for DuPont's guaranty, Lanxide and DuPont entered into a Loan Guarantee
Letter Agreement, dated December 15, 1992 (as amended, the "Guarantee
Agreement"), pursuant to which Lanxide granted to DuPont, as collateral,
an option (the "Option") to acquire all of the outstanding common equity
securities of Lanxide Armor Products ("LAP") and Lanxide Electronic
Components ("LEC"). DuPont's exercise of the Option would release Lanxide
from all obligations and liabilities under the Note. Under the terms of
the Guarantee Agreement, the Option would become exercisable by DuPont
upon Lanxide's notification to DuPont of Lanxide's inability to meet its
obligations under the Note.

            In a letter agreement entered into between Lanxide and
DuPont, dated February 6, 1998 (the "Letter Agreement"), Lanxide notified
DuPont that Lanxide would not be able to meet its obligations under the
Note. In the Letter Agreement, Lanxide consented to DuPont's assignment
of its right to exercise the Option to DHB Capital Group, Inc. ("DHB")
and DuPont agreed to repay the Bank all amounts owed by Lanxide to the
Bank under the Note.

            Concurrent with the assignment of the Option by DuPont to
DHB, Lanxide entered into a Transfer Agreement, dated as of February 6,
1998 (the "Transfer Agreement"), by and among Lanxide, DHB, LAP, LEC and
Lanxide Technology Company, L.P. ("LTC"), pursuant to which DHB elected
to exercise the Option and, accordingly, Lanxide transferred to DHB all
of the outstanding common equity securities of LEC and LAP. Pursuant to
the Transfer Agreement, DHB has agreed to use its best efforts to cause
LEC and LAP to hire, at a minimum, all of the persons employed as of
February 2, 1998, by LEC and LAP, respectively. Pursuant to the Transfer
Agreement, DHB further agreed to transfer to LTC certain assets of LAP
set forth on a schedule attached to the Transfer Agreement (the "Asset
Sale") and (i) LTC and LEC have each agreed to amend the License
Agreement, dated as of July 25, 1995, between LTC and LEC and (ii) LTC
and LAP have each agreed to amend the License Agreement, dated as of
March 31, 1987, between LTC and LAP (f.k.a., Lanxide Products Company) to
provide for a 2% royalty to LTC of all products containing Lanxide
technology that are sold by LEC or LAP for five years and a 1% royalty
thereafter.

            Lanxide announced the transactions contemplated by the
assignment of the Option by DuPont to DHB, the Letter Agreement and the
Transfer Agreement in a press release on February 9, 1998 (the "Press
Release"). The foregoing is qualified in its entirety by reference to the
full text of the Press Release, the Letter Agreement and the Transfer
Agreement, copies of which are attached as Exhibits hereto and
incorporated by reference herein.

            Lanxide is considering alternatives to attempt to resolve its
financial situation.

Termination of Voting Agreement; Resignation of
Directors and Officers

            As previously disclosed, on Lanxide's Current Report on Form
8-K dated July 3, 1997, Commodore Environmental Services, Inc., a
Delaware corporation ("COES"), assumed effective control of Lanxide
pursuant to a Voting Agreement, dated July 3, 1997, among Lanxide and
certain of its stockholders (the "Voting Agreement") which was executed
in connection with certain transactions contemplated by a Securities
Purchase Agreement, dated July 3, 1997, between Lanxide and COES (the
"Securities Purchase Agreement"). Pursuant to the Voting Agreement,
stockholders of Lanxide who owned 664,329 shares of common stock, par
value $.01 per share (the "Common Stock"), or 50.1% of the outstanding
Common Stock, granted proxies to the members of the Board of Directors of
COES (the "Proxyholders") to vote all shares of Common Stock held by each
such stockholder until December 31, 1998.

            In accordance with the Securities Purchase Agreement, on July
7, 1997, the Board of Directors of Lanxide increased the number of
members on the Lanxide Board of Directors to seven and elected Messrs.
Michael Fullwood and William Toller to fill the newly created
directorships. In addition, the Board of Directors of Lanxide appointed
Mr. Toller to the position of Vice Chairman of Lanxide and Mr. Fullwood
to the position of Senior Vice President, Chief Financial and
Administrative Officer and General Counsel of Lanxide.

            On February 3, 1998, COES terminated the Voting Agreement in
accordance with its terms and Messrs. Fullwood and Toller resigned from
their respective positions as directors and officers of Lanxide.
Reference is made to the description of the Voting Agreement and the
Securities Purchase Agreement, respectively, and copies of such
agreements which were filed previously with the Commission as Exhibits to
Lanxide's Current Report on Form 8-K dated July 3, 1997.

            On February 6, 1998, Paul E. Hannesson, chairman of the Board
of Directors of Lanxide and COES, resigned from his position on the
Lanxide Board of Directors.

Item 7.  Financial Statements and Exhibits.

   (a)   Financial statements of business acquired:

         Not applicable.

   (b)   Pro Forma financial information:

         Not applicable.

   (c)   Exhibits:

         10.1     Letter Agreement, dated as of February 6, 1998, by and
                  between, Lanxide Corporation and E. I. du Pont de Nemours
                  and Company.

         10.2     Transfer Agreement, dated as of February 6, 1998, by
                  and among Lanxide Corporation, DHB Capital Group, Inc.,
                  Lanxide Armor Products, Inc., Lanxide Electronic
                  Components, Inc. and Lanxide Technology Company, L.P.

         99.1     Press Release issued by Lanxide on February 4, 1998.

         99.2     Press Release issued by Lanxide on February 9, 1998.

                                SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

                                    LANXIDE CORPORATION

                                    By /s/ Robert J. Ferris
                                       ------------------------
                                           Robert J. Ferris
                                           Secretary, Treasurer and
                                           Vice President - Administration

Date:  February 10, 1998

                              EXHIBIT INDEX

      10.1        Letter Agreement, dated as of February 6, 1998, by and
                  between, Lanxide Corporation and E. I. du Pont de Nemours
                  and Company.

      10.2        Transfer Agreement, dated as of February 6, 1998, by
                  and among Lanxide Corporation, DHB Capital Group, Inc.,
                  Lanxide Armor Products, Inc., Lanxide Electronic
                  Components, Inc. and Lanxide Technology Company, L.P.

      99.1        Press Release issued by Lanxide on February 4, 1998.

      99.2        Press Release issued by Lanxide on February 9, 1998.