content: 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 (Date of earliest event reported):  April 10, 1996
  
  
  
               EXECUTONE INFORMATION SYSTEMS, INC.
     (Exact name of registrant as specified in its charter)
  
            Virginia               0-11551           86-0449210
  (State or other jurisdiction   (Commission       (IRS Employer
        of incorporation)        File Number)    Identification No.)
  
  
       478 Wheelers Farms Road, Milford, Connecticut    06460
         (Address of principal executive offices)     (Zip Code)
  
  
   Registrant's telephone number, including area code:  (203) 876-7600
  
  
  <PAGE>
  
  
  Item 5.  Other Events.
  
  On April 10, 1996, the Company entered into and announced an
  agreement to sell the Company's direct sales and service
  organization, including its network services division, to a
  new acquisition company led by Bain Capital, Inc. and
  including Triumph Capital Group (the "Buyer").  The purchase
  price will consist of $61.5 million in cash, a $5.9 million
  junior subordinated note due July 1, 2004, with interest at
  7.5% per year, and warrants to purchase 8% of the equity
  issued as of the closing in the new company.  The sale is
  expected to close on May 31, 1996, subject to the Buyer's
  financing and other conditions.
  
  The purchase and sale agreement also provides that the
  Company and the Buyer will enter into a five-year exclusive
  distributor agreement pursuant to which the Buyer will sell
  and service EXECUTONEr and INFOSTARr telephone products to
  business and commercial locations that require up to 400
  telephones.
  
  The sale will include the Company's National Service Center.
  The sale does not include the Pittsburgh direct sales and
  service office, which the Company has separately agreed to
  sell to one of its existing independent distributors for
  approximately $1.3 million in cash and notes.  The sale also
  does not include any of the healthcare communications
  division, the call center management division, the
  videoconferencing division, the National Accounts or Federal
  Systems marketing groups or the recently acquired Unistar
  business.
  
  On April 10, 1996, the Company also announced that it had
  given notice of its intention to terminate its distribution
  agreement with GPT Video Systems due to failures by GPT to
  deliver properly functioning videoconferencing products on a
  timely basis.  The Company has not yet finalized its plans
  for its videoconferencing division.
  
  In connection with the announcement of these events, the
  Company's management  projected that on a pro forma basis,
  giving effect to the sale to Bain, the Company's revenues in
  1995 would have been $157 million, compared to actual sales
  of $296 million.  Pro forma pre-tax income, with the
  assumption of approximately $4 million of overhead absorbed
  by the new company and the elimination of approximately $4.9
  million in other overhead expenses, would have been
  approximately $8 million, compared to the pre-tax income of
  $5.8 million, excluding in both cases the provisions for
  restructuring, including goodwill write-off, and acquisition
  costs incurred in 1995.  This pro forma financial
  information is not intended to meet the requirements of
  Regulation S-X but is intended to provide a forward-looking
  estimate of 1995 financial results.
  
  In discussing the effects of the proposed transactions, the
  Company announced that revenue for the first quarter, ended
  March 31, 1996, would be short of expectations, and that
  actual results for the first quarter will be announced in
  May.  The Company stated that it is unable to forecast
  revenues and earnings for the second quarter due to
  uncertainty regarding the timing of the sale to Bain and the
  effects of terminating the GPT agreement.  The Company
  further projected that revenues for the third quarter of
  1996, assuming completion of the sale to Bain by the end of
  the second quarter, would be in the range of approximately
  $45 million to $47 million, and that revenues for the fourth
  quarter could range between approximately $47 million and
  $49 million.  The Company estimated that at such levels of
  revenue, earnings would be approximately $.04 per share for
  the third quarter and $.06 per share for the fourth quarter.
  
  The forward-looking statements regarding estimated results
  for the third and fourth quarters of 1996 are based on
  several assumptions: (1) the closing of the sale to Bain in
  the second quarter, resulting in no network or direct
  telephony revenue or earnings in the third or fourth
  quarter; (2) growth in OEM sales of telephony product
  pursuant to the distribution agreement with the new Bain
  company and other OEM telephony shipments of 5% over 1995
  OEM sales volume;  (3) growth in call center management
  sales, from $3.7 million for the third and fourth quarters
  of 1995 combined to $8.7 million for the same quarters in
  1996;  (4)  growth of approximately 22% in healthcare
  communication sales, from $14.6 million in the last two
  quarters of 1995 to $17.9 million for the same period in
  1996;  (5) projected reductions in corporate expenses
  resulting from the sale of the direct sales and service and
  network businesses of approximately $2.0 million for the
  third and fourth quarters of 1996 combined and additional
  overhead reductions of $2.5 million; (6) an increase for the
  six-month period in 1996 of 26% over 1995 in the Company's
  National Accounts and Federal Systems revenues; and (7)  no
  videoconferencing revenues or expenses and no charges in the
  third or fourth quarter of 1996 relating to the exiting or
  sale of businesses.
  
  The Company's forward-looking statements regarding estimates
  of the proforma results for 1995 and the estimates of
  results for the third and fourth quarters of 1996 should be
  evaluated with the level of caution appropriate at a time
  when the transaction and proposed restructuring cost savings
  have not yet been effected.
  
  The estimates and projections by the Company are also based
  on assumptions, projections and estimates regarding
  continuing growth of the economy, the telecommunications
  industry in general and specific events that may directly
  affect the Company's performance.  The Company's markets are
  very competitive and some of the Company's competitors have
  greater financial resources that allow them  to price
  products aggressively.  These assumptions, projections and
  estimates include and relate to the pricing of products in
  the markets in which the Company competes, the strength and
  effects of competition,  the market's acceptance of the
  products offered by the Company, the perceived value of
  these products  by potential purchasers, decisions by
  intermediaries in the distribution channels regarding
  pricing, advertising, promotions and other areas affecting
  end-user demand for products, and the lack of any material
  disruption of product supply or demand.
  
  If actual events differ materially from the Company's
  assumptions, projections and estimates , or if the sale does
  not occur as planned, the Company's actual results could
  vary significantly from the performance projected in the
  forward-looking statements.
  
  
  <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.
  
  
                      EXECUTONE INFORMATION SYSTEMS, INC.
  
  
                           By:/s/ Anthony R. Guarascio
                              Anthony R. Guarascio
                              Vice President, Finance and
                              Chief Financial Officer
  
  
  Date:   May 1, 1996
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text: 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 (Date of earliest event reported):  April 10, 1996
  
               EXECUTONE INFORMATION SYSTEMS, INC.
     (Exact name of registrant as specified in its charter)
  
            Virginia               0-11551           86-0449210
  (State or other jurisdiction   (Commission       (IRS Employer
        of incorporation)        File Number)    Identification No.)
  
       478 Wheelers Farms Road, Milford, Connecticut    06460
         (Address of principal executive offices)     (Zip Code)
  
   Registrant's telephone number, including area code:  (203) 876-7600
  Item 5.  Other Events.
  
  On April 10, 1996, the Company entered into and announced an
  agreement to sell the Company's direct sales and service
  organization, including its network services division, to a
  new acquisition company led by Bain Capital, Inc. and
  including Triumph Capital Group (the "Buyer").  The purchase
  price will consist of $61.5 million in cash, a $5.9 million
  junior subordinated note due July 1, 2004, with interest at
  7.5% per year, and warrants to purchase 8% of the equity
  issued as of the closing in the new company.  The sale is
  expected to close on May 31, 1996, subject to the Buyer's
  financing and other conditions.
  
  The purchase and sale agreement also provides that the
  Company and the Buyer will enter into a five-year exclusive
  distributor agreement pursuant to which the Buyer will sell
  and service EXECUTONEr and INFOSTARr telephone products to
  business and commercial locations that require up to 400
  telephones.
  
  The sale will include the Company's National Service Center.
  The sale does not include the Pittsburgh direct sales and
  service office, which the Company has separately agreed to
  sell to one of its existing independent distributors for
  approximately $1.3 million in cash and notes.  The sale also
  does not include any of the healthcare communications
  division, the call center management division, the
  videoconferencing division, the National Accounts or Federal
  Systems marketing groups or the recently acquired Unistar
  business.
  
  On April 10, 1996, the Company also announced that it had
  given notice of its intention to terminate its distribution
  agreement with GPT Video Systems due to failures by GPT to
  deliver properly functioning videoconferencing products on a
  timely basis.  The Company has not yet finalized its plans
  for its videoconferencing division.
  
  In connection with the announcement of these events, the
  Company's management  projected that on a pro forma basis,
  giving effect to the sale to Bain, the Company's revenues in
  1995 would have been $157 million, compared to actual sales
  of $296 million.  Pro forma pre-tax income, with the
  assumption of approximately $4 million of overhead absorbed
  by the new company and the elimination of approximately $4.9
  million in other overhead expenses, would have been
  approximately $8 million, compared to the pre-tax income of
  $5.8 million, excluding in both cases the provisions for
  restructuring, including goodwill write-off, and acquisition
  costs incurred in 1995.  This pro forma financial
  information is not intended to meet the requirements of
  Regulation S-X but is intended to provide a forward-looking
  estimate of 1995 financial results.
  
  In discussing the effects of the proposed transactions, the
  Company announced that revenue for the first quarter, ended
  March 31, 1996, would be short of expectations, and that
  actual results for the first quarter will be announced in
  May.  The Company stated that it is unable to forecast
  revenues and earnings for the second quarter due to
  uncertainty regarding the timing of the sale to Bain and the
  effects of terminating the GPT agreement.  The Company
  further projected that revenues for the third quarter of
  1996, assuming completion of the sale to Bain by the end of
  the second quarter, would be in the range of approximately
  $45 million to $47 million, and that revenues for the fourth
  quarter could range between approximately $47 million and
  $49 million.  The Company estimated that at such levels of
  revenue, earnings would be approximately $.04 per share for
  the third quarter and $.06 per share for the fourth quarter.
  
  The forward-looking statements regarding estimated results
  for the third and fourth quarters of 1996 are based on
  several assumptions: (1) the closing of the sale to Bain in
  the second quarter, resulting in no network or direct
  telephony revenue or earnings in the third or fourth
  quarter; (2) growth in OEM sales of telephony product
  pursuant to the distribution agreement with the new Bain
  company and other OEM telephony shipments of 5% over 1995
  OEM sales volume;  (3) growth in call center management
  sales, from $3.7 million for the third and fourth quarters
  of 1995 combined to $8.7 million for the same quarters in
  1996;  (4)  growth of approximately 22% in healthcare
  communication sales, from $14.6 million in the last two
  quarters of 1995 to $17.9 million for the same period in
  1996;  (5) projected reductions in corporate expenses
  resulting from the sale of the direct sales and service and
  network businesses of approximately $2.0 million for the
  third and fourth quarters of 1996 combined and additional
  overhead reductions of $2.5 million; (6) an increase for the
  six-month period in 1996 of 26% over 1995 in the Company's
  National Accounts and Federal Systems revenues; and (7)  no
  videoconferencing revenues or expenses and no charges in the
  third or fourth quarter of 1996 relating to the exiting or
  sale of businesses.
  
  The Company's forward-looking statements regarding estimates
  of the proforma results for 1995 and the estimates of
  results for the third and fourth quarters of 1996 should be
  evaluated with the level of caution appropriate at a time
  when the transaction and proposed restructuring cost savings
  have not yet been effected.
  
  The estimates and projections by the Company are also based
  on assumptions, projections and estimates regarding
  continuing growth of the economy, the telecommunications
  industry in general and specific events that may directly
  affect the Company's performance.  The Company's markets are
  very competitive and some of the Company's competitors have
  greater financial resources that allow them  to price
  products aggressively.  These assumptions, projections and
  estimates include and relate to the pricing of products in
  the markets in which the Company competes, the strength and
  effects of competition,  the market's acceptance of the
  products offered by the Company, the perceived value of
  these products  by potential purchasers, decisions by
  intermediaries in the distribution channels regarding
  pricing, advertising, promotions and other areas affecting
  end-user demand for products, and the lack of any material
  disruption of product supply or demand.
  
  If actual events differ materially from the Company's
  assumptions, projections and estimates , or if the sale does
  not occur as planned, the Company's actual results could
  vary significantly from the performance projected in the
  forward-looking statements.
  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.
  
                      EXECUTONE INFORMATION SYSTEMS, INC.
  
                           By:/s/ Anthony R. Guarascio
                              Anthony R. Guarascio
                              Vice President, Finance and
                              Chief Financial Officer
  
  Date:   May 1, 1996