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):
  
                                 August 15, 1997
  
  
  
  
                               GUEST SUPPLY, INC.                    
      ----------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
  
  
      New Jersey               0-12567               22-2320483     
    ---------------          ------------        ------------------
    (State or other          (Commission          (I.R.S. Employer
    jurisdiction of          File Number)        Identification No.)
    incorporation)      
  
  
  
  4301 U.S. Highway One 
  Monmouth Junction, New Jersey                          08852-0902
  - -----------------------------                          ----------
  (Address of principal executive offices)               (Zip Code)
  
  Registrant's telephone number, including area code   (609) 514-9696
  
                                (Not Applicable)                           
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)
  
  
  <PAGE>
  Item 5.   Other Events.
  
            Effective August 15, 1997, the Company entered into an
  amendment (the "Amendment") to the Rights Agreement dated as of
  July 15, 1988 (the "Original Agreement"), between the Company and
  First Fidelity Bank, as Rights Agent (as so amended, the "Agreement"). 
  The principal changes to the Agreement effected by the Amendment are
  as follows:
  
                 
                 (i)  Effective as of the opening of business on September 2, 
                 1997, ChaseMellon Shareholder Services, L.L.C. replaced First 
                 Fidelity Bank as Rights Agent.
  
                 (ii) The expiration date for the rights has been
                 extended from July 15, 1998 to July 15, 2008.
  
                 (iii)     The initial purchase price for each one-
                 hundredth of a share of Series A Preferred Stock,
                 without par value, of the Company issuable pursuant to
                 each right has been increased from $20.00 to $30.00.
  
                 (iv) Acquisitions by a person or group of beneficial
                 ownership of more than 20% of the outstanding shares of
                 Common Stock, without par value (the "Common Shares"),
                 of the Company in the good faith belief that the
                 acquisition would not (A) cause such person's or
                 group's beneficial ownership to exceed 20% of the
                 outstanding Common Shares if such person or group
                 relied in good faith in computing such percentage
                 ownership on publicly filed reports or documents of the
                 Company which are inaccurate or out-of-date or (B)
                 otherwise cause the rights to become exercisable;
                 provided, that such person or group reduces their
                 beneficial ownership of Common Shares to less than 20%
                 within ten business days of notice from the Company.
  
                 (v)  The definition of "beneficial ownership" was
                 clarified to incorporate expressly the definition
                 thereof in Rule 13d-3 under the Securities Exchange Act
                 of 1934.
  
                 (vi) The rights are no longer redeemable by stockholder
                 action as previously set forth in Section 23(c) of the
                 Original Agreement.
  
                 (vii) The Board of Directors of the Company may no
                 longer exchange the rights for Common Shares after a
                 person or group acquires beneficial ownership 50% or
                 more of the Common Shares outstanding.
  
                 (viii) The Company is no longer required by the
                 Agreement to mail a notice to stockholders of an
                 exchange of rights for Common Shares.
  
                 (ix) The governing law of the Agreement has been
                 changed from Delaware law to New Jersey law.
  
                 (x)  The Amendment also effected various technical and
                 other amendments to the Original Agreement.
  
            The foregoing description is qualified in its entirety by
  reference to the Amendment, which is attached hereto as Exhibit 4.1.
  
  
  Item 7.   Financial Statements and Exhibits.
  
  (a) - (b) Not applicable.
  
  (c) Exhibits.
  
  Exhibit
    No.        Description
  
  4.1          Amendment No. 1 dated as of August 15, 1997, by and among
               Guest Supply, Inc., First Fidelity Bank and ChaseMellon
               Shareholder Services, L.L.C. to that certain Rights
               Agreement dated as of July 15, 1988, between Guest Supply,
               Inc. and First Fidelity Bank, as Rights Agent. 
  
  
  <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 hereunto duly authorized.
  
  
  Dated: September 8, 1997
  
                                GUEST SUPPLY, INC.
  
  
  
  
                                By   /s/ Clifford W. Stanley             
                                   --------------------------                
                                         Clifford W. Stanley
                                         President
  
  
  
  
  <PAGE>
                                INDEX TO EXHIBITS
  
  
  
  Exhibit
    No.        Description                                                  Page
  
   4.1         Amendment No. 1 dated as of August 15, 1997, by
               and among Guest Supply, Inc., First Fidelity Bank
               and ChaseMellon Shareholder Services, L.L.C. to
               that certain Rights Agreement dated as of July 15,
               1988 between Guest Supply, Inc. and First Fidelity
               Bank, as Rights Agent . . . . . . . . . . . . . . . . . . .    6
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 6185}]
metadata_filer: {"company-data": {"conformed-name": "GUEST SUPPLY INC", "cik": "0000722642", "assigned-sic": "2844", "irs-number": "222320483", "state-of-incorporation": "NJ", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "file-number": "001-11955", "film-number": "97676877"}, "business-address": {"street1": "4301 U.S. HWY ONE", "city": "MONMOUTH JUNCTION", "state": "NJ", "zip": "08852", "phone": "9082463011"}, "mail-address": {"street1": "P.O. BOX 902", "street2": "720 U S HIGHWAY ONE", "city": "MONMOUTH JUNCTION", "state": "NJ", "zip": "08852"}}
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):
  
                                 August 15, 1997
  
                               GUEST SUPPLY, INC.                    
      ----------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
      New Jersey               0-12567               22-2320483     
    ---------------          ------------        ------------------
    (State or other          (Commission          (I.R.S. Employer
    jurisdiction of          File Number)        Identification No.)
    incorporation)      
  
  4301 U.S. Highway One 
  Monmouth Junction, New Jersey                          08852-0902
  - -----------------------------                          ----------
  (Address of principal executive offices)               (Zip Code)
  
  Registrant's telephone number, including area code   (609) 514-9696
  
                                (Not Applicable)                           
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)
  Item 5.   Other Events.
  
            Effective August 15, 1997, the Company entered into an
  amendment (the "Amendment") to the Rights Agreement dated as of
  July 15, 1988 (the "Original Agreement"), between the Company and
  First Fidelity Bank, as Rights Agent (as so amended, the "Agreement"). 
  The principal changes to the Agreement effected by the Amendment are
  as follows:
  
                 
                 (i)  Effective as of the opening of business on September 2, 
                 1997, ChaseMellon Shareholder Services, L.L.C. replaced First 
                 Fidelity Bank as Rights Agent.
  
                 (ii) The expiration date for the rights has been
                 extended from July 15, 1998 to July 15, 2008.
  
                 (iii)     The initial purchase price for each one-
                 hundredth of a share of Series A Preferred Stock,
                 without par value, of the Company issuable pursuant to
                 each right has been increased from $20.00 to $30.00.
  
                 (iv) Acquisitions by a person or group of beneficial
                 ownership of more than 20% of the outstanding shares of
                 Common Stock, without par value (the "Common Shares"),
                 of the Company in the good faith belief that the
                 acquisition would not (A) cause such person's or
                 group's beneficial ownership to exceed 20% of the
                 outstanding Common Shares if such person or group
                 relied in good faith in computing such percentage
                 ownership on publicly filed reports or documents of the
                 Company which are inaccurate or out-of-date or (B)
                 otherwise cause the rights to become exercisable;
                 provided, that such person or group reduces their
                 beneficial ownership of Common Shares to less than 20%
                 within ten business days of notice from the Company.
  
                 (v)  The definition of "beneficial ownership" was
                 clarified to incorporate expressly the definition
                 thereof in Rule 13d-3 under the Securities Exchange Act
                 of 1934.
  
                 (vi) The rights are no longer redeemable by stockholder
                 action as previously set forth in Section 23(c) of the
                 Original Agreement.
  
                 (vii) The Board of Directors of the Company may no
                 longer exchange the rights for Common Shares after a
                 person or group acquires beneficial ownership 50% or
                 more of the Common Shares outstanding.
  
                 (viii) The Company is no longer required by the
                 Agreement to mail a notice to stockholders of an
                 exchange of rights for Common Shares.
  
                 (ix) The governing law of the Agreement has been
                 changed from Delaware law to New Jersey law.
  
                 (x)  The Amendment also effected various technical and
                 other amendments to the Original Agreement.
  
            The foregoing description is qualified in its entirety by
  reference to the Amendment, which is attached hereto as Exhibit 4.1.
  
  Item 7.   Financial Statements and Exhibits.
  
  (a) - (b) Not applicable.
  
  (c) Exhibits.
  
  Exhibit
    No.        Description
  
  4.1          Amendment No. 1 dated as of August 15, 1997, by and among
               Guest Supply, Inc., First Fidelity Bank and ChaseMellon
               Shareholder Services, L.L.C. to that certain Rights
               Agreement dated as of July 15, 1988, between Guest Supply,
               Inc. and First Fidelity Bank, as Rights Agent.
  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 hereunto duly authorized.
  
  Dated: September 8, 1997
  
                                GUEST SUPPLY, INC.
  
                                By   /s/ Clifford W. Stanley             
                                   --------------------------                
                                         Clifford W. Stanley
                                         President
  INDEX TO EXHIBITS
  
  Exhibit
    No.        Description                                                  Page
  
   4.1         Amendment No. 1 dated as of August 15, 1997, by
               and among Guest Supply, Inc., First Fidelity Bank
               and ChaseMellon Shareholder Services, L.L.C. to
               that certain Rights Agreement dated as of July 15,
               1988 between Guest Supply, Inc. and First Fidelity
               Bank, as Rights Agent . . . . . . . . . . . . . . . . . . .    6