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):   
December 19, 1995                                                 
            
        



                      PACKAGING RESEARCH CORPORATION              
          (Exact name of Registrant as specified in its charter)



       Colorado                  11426         84-0750762    
(State or other jurisdiction  (Commission    (IRS Employer
 of incorporation)             File No.)      Identification No.)



         2582 South Tejon Street, Englewood, Colorado  80110   
     (Address of principal executive offices, including zip code)



Registrant's telephone number, including area code:  
(303) 936-2363 



                              Not Applicable                      
           (Former name, former address and former fiscal year,
                       if changed since last report)



Items 1-4.     Not Applicable.

Item 5.   Other Events.

          On December 19, 1995, the Registrant and its subsidiary
Mama Rizzo's, Inc. (collectively referred to as the "Borrower")
issued a $3,200,000 Convertible Debenture (the "Debenture") to
Renaissance Capital Growth & Income Fund III, Inc.
("Renaissance") in consideration for $3,200,000 less closing
costs and fees.  The Debenture is secured by all the assets of
the Borrower and is subject to the terms of a Convertible
Debenture Loan Agreement (the "Agreement") between the Borrower
and Renaissance.

          Interest on the Debenture accrues at the rate of nine
percent per annum and is payable monthly.  Interest only will be
payable until January 1, 1999, at which time monthly mandatory
principal redemption installment payments of $10 per $1,000 of
the then remaining principal amount will be required.  The loan
will mature on January 1, 2003, at which time all remaining
principal is due.

          Renaissance has the right, at any time, to convert all
or any part of the Debenture into common stock of the Registrant
at a conversion price of $1.50 per share.  Such conversion price
is subject to anti-dilution protection and adjustment as set
forth in the Agreement.

          Commencing on January 1, 1996, the Borrower has the
right upon ninety days' prior notice to redeem, in whole but not
in part, the Debenture on any monthly interest payment date at
120 percent of par, if the common stock of the Registrant has
been trading for at least $6.00 per share for 20 trading days
prior to the redemption notice and if the Registrant has earned
at least $0.30 per share, in the aggregate, for its last four
consecutive fiscal quarters preceding the notice.

          The Borrower must, if (i) the Registrant's stock is not
listed for exchange on the NASDAQ National Market, the New York
Stock Exchange, American Stock Exchange or quoted on the NASDAQ
Small Cap System, or (ii) there is a change of control with
respect to the majority of the Registrant's voting stock, be
redeemed at 111 percent of par prior to January 1, 1997,
thereafter at 123 percent of par until January 1, 1998,
thereafter at 137 percent of par until January 1, 1999,
thereafter at 152 percent of par until January 1, 2000, and
thereafter at 167 percent of par.

          The proceeds from the sale of the Debenture will be
utilized by the Borrower for the repayment of debt and for
general working capital purposes.

Item 6.   Not Applicable.

Item 7.   Financial Statements and Exhibits.

          (a)-(b).  Not Applicable.

          (c)  Exhibits.

               4.1  Convertible Debenture Loan Agreement dated
                    December 14, 1995.

Item 8.   Not Applicable.

                                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.

                              PACKAGING RESEARCH CORPORATION



Date:       December 29, 1996   By:  /s/ Robert A. Fillingham     
                                     Robert A. Fillingham         
                                     President
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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):   
December 19, 1995                                                 
            
        

                      PACKAGING RESEARCH CORPORATION              
          (Exact name of Registrant as specified in its charter)

       Colorado                  11426         84-0750762    
(State or other jurisdiction  (Commission    (IRS Employer
 of incorporation)             File No.)      Identification No.)

         2582 South Tejon Street, Englewood, Colorado  80110   
     (Address of principal executive offices, including zip code)

Registrant's telephone number, including area code:  
(303) 936-2363 

                              Not Applicable                      
           (Former name, former address and former fiscal year,
                       if changed since last report)

Items 1-4.     Not Applicable.

Item 5.   Other Events.

          On December 19, 1995, the Registrant and its subsidiary
Mama Rizzo's, Inc. (collectively referred to as the "Borrower")
issued a $3,200,000 Convertible Debenture (the "Debenture") to
Renaissance Capital Growth & Income Fund III, Inc.
("Renaissance") in consideration for $3,200,000 less closing
costs and fees.  The Debenture is secured by all the assets of
the Borrower and is subject to the terms of a Convertible
Debenture Loan Agreement (the "Agreement") between the Borrower
and Renaissance.

          Interest on the Debenture accrues at the rate of nine
percent per annum and is payable monthly.  Interest only will be
payable until January 1, 1999, at which time monthly mandatory
principal redemption installment payments of $10 per $1,000 of
the then remaining principal amount will be required.  The loan
will mature on January 1, 2003, at which time all remaining
principal is due.

          Renaissance has the right, at any time, to convert all
or any part of the Debenture into common stock of the Registrant
at a conversion price of $1.50 per share.  Such conversion price
is subject to anti-dilution protection and adjustment as set
forth in the Agreement.

          Commencing on January 1, 1996, the Borrower has the
right upon ninety days' prior notice to redeem, in whole but not
in part, the Debenture on any monthly interest payment date at
120 percent of par, if the common stock of the Registrant has
been trading for at least $6.00 per share for 20 trading days
prior to the redemption notice and if the Registrant has earned
at least $0.30 per share, in the aggregate, for its last four
consecutive fiscal quarters preceding the notice.

          The Borrower must, if (i) the Registrant's stock is not
listed for exchange on the NASDAQ National Market, the New York
Stock Exchange, American Stock Exchange or quoted on the NASDAQ
Small Cap System, or (ii) there is a change of control with
respect to the majority of the Registrant's voting stock, be
redeemed at 111 percent of par prior to January 1, 1997,
thereafter at 123 percent of par until January 1, 1998,
thereafter at 137 percent of par until January 1, 1999,
thereafter at 152 percent of par until January 1, 2000, and
thereafter at 167 percent of par.

          The proceeds from the sale of the Debenture will be
utilized by the Borrower for the repayment of debt and for
general working capital purposes.

Item 6.   Not Applicable.

Item 7.   Financial Statements and Exhibits.

          (a)-(b).  Not Applicable.

          (c)  Exhibits.

               4.1  Convertible Debenture Loan Agreement dated
                    December 14, 1995.

Item 8.   Not Applicable.

                                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.

                              PACKAGING RESEARCH CORPORATION

Date:       December 29, 1996   By:  /s/ Robert A. Fillingham     
                                     Robert A. Fillingham         
                                     President