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):  May 31, 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 2.  Disposition of Assets.
  
  On May 31, 1996, the Company sold substantially all of the Direct
  Sales and Services Group, including its long-distance reseller
  business and National Service Center (the DSO Group) to Clarity
  Telecom Holdings, Inc. (Clarity), an acquisition company led by
  Bain Capital, Inc.  The purchase price consisted of $61.5 million
  in cash, a $5.9 million note and warrants to purchase 8% of the
  common stock of the new company issued as of the closing, for
  $1.1 million, exercisable for three years.  The attached pro
  forma condensed consolidated financial statements are based upon
  a purchase price valuation of $64.7 million, which includes the
  cash consideration and the fair value of the note and warrants.
  
  In addition to the transaction with Clarity, the pro forma
  condensed financial statements also reflect the disposition of
  the Company's Pittsburgh direct sales office and the impact of
  dispositions that the Company believes are probable of occurring,
  including the inmate calling business and the videoconferencing
  division, which are being sold separately to different
  purchasers.  None of such businesses constituted a material
  portion of the Company's assets, revenues or income.
  
  
  Forward-Looking Statements
  
  In connection with initial announcement of the reported sale, the
  Company's management projected pro forma revenues in 1995 and pro
  forma pretax income, assuming certain expense eliminations, which
  was not intended to meet the requirements of Regulation S-X but
  was intended to provide a forward-looking estimate.  The pro
  forma pretax income for 1995 included in this filing can be
  reconciled to the previously provided forward-looking estimate as
  follows (in millions of dollars):
  
            [S]                                  [C]
            1995 Pretax income per pro forma     $23.4
            Less:  Pretax gain on sale           (42.3)
            Add:  Provision for restructuring     25.1
                                                   6.2
  
            Forward-looking adjustments
             not included in pro forma:
             Acquisition costs                     1.0
             Goodwill amortization and other       0.8
            1995 forward-looking pretax estimate  $8.0
  
              
                                     -2-
  <PAGE>
  
  Item 7.  Financial Statements and Exhibits.                   Page
  
  (b)   Pro forma condensed financial information                 4
  
        Pro forma consolidated balance sheet at March 31, 1996    5
        Pro forma consolidated statement of operations for the
            three-month period ended March 31, 1996               6
       Pro forma consolidated statement of operations for the
            year ended December 31, 1995                          7
  
  
  (c)  Exhibits                                                   9
  
  (2)  Asset Purchase Agreement by and among Tone Holdings, Inc.
  and Tone Acquisition Corporation, Executone Network Services,
  Inc. and Executone Information Systems, Inc. dated as of April 9,
  1996 and Amendment No. 1 to Asset Purchase Agreement dated as of
  May 31, 1996, by and among Clarity Telecom Holdings, Inc.
  (formerly known as Tone Holdings, Inc.), Clarity Telecom, Inc.
  (formerly known as Tone Acquisition Corporation), Executone
  Network Services, Inc. and Executone Information Systems, Inc.
  
  
                                 -3-
  
  <PAGE>
  
  
  
                 Executone Information Systems, Inc.
       Unaudited Pro Forma Consolidated Financial Information
  
  
  The historical consolidated financial statements of Executone
  Information Systems, Inc. are as originally reported in its
  reports on Forms 10-K and 10-Q.  The balance sheet and statements
  of operations of the telephony businesses sold to Clarity are
  based upon the historical financial results of the Direct Sales
  and Services Group, including the long-distance reseller
  business, for the respective periods.  In addition, the Company
  previously announced that is was negotiating an agreement to sell
  its videoconferencing division.  Although terms have not yet been
  finalized, the pro forma condensed statements assume that the
  disposition will result in a loss of approximately $2.5 million.
  The pro forma condensed statements also reflect the sale of the
  Pittsburgh direct sales office at its approximate book value and
  the disposal of the Company's inmate calling business which is
  expected to result in a loss of approximately $1 million.
  
  The pro forma condensed consolidated balance sheet as of March
  31, 1996 has been prepared to reflect the use of a portion of the
  proceeds from these transactions to repay the Company's bank
  borrowings, assuming the transaction had taken place at that
  date.  The pro forma condensed consolidated statements of
  operations for the year ended December 31, 1995 and for the three-
  month period ended March 31, 1996 have been prepared assuming
  these transactions occurred January 1, 1995 and January 1, 1996,
  respectively.  The condensed statements of operations also
  reflect the impact of reductions in force which have already been
  made related to these dispositions.
  
  The pro forma information does not purport to represent the
  Company's actual results of operations if the transactions
  described above would have occurred at the beginning of the
  respective periods.  In addition, the information may not be
  indicative of future results.
  
                                -4-
  
  <PAGE>
  
  
        Executone Information Systems, Inc. and Subsidiaries
           Pro Forma Condensed Consolidated Balance Sheet
                           March 31, 1996
                              Unaudited
  <TABLE>
  <CAPTION>
  
  (000s)                                Businesses    Pro Forma        EISI
                                 EISI      Sold       Adjustments    Pro Forma
  <S>                            <C>     <C>          <C>            <C> 
  ASSETS
  Current Assets:
   Cash and cash equivalents  $  6,280   $     0       $39,288  (a,b)  $45,568
   Accounts receivable, net     43,718   (18,303)       (1,000) (a)     24,415
   Inventories                  36,380   (16,625)       (4,000) (a)     15,755
   Prepaid expense and
         other current assets    4,587    (2,524)            0           2,063
       Total Current Assets     90,965   (37,452)       34,288          87,801
  
  Property & Equipment, Net     18,781    (7,650)       (2,000) (a)      9,131
  
  Intangibles, Net              19,990         0             0          19,990
  
  Deferred Taxes                31,376         0       (14,937) (a,b)   16,439
  
  Other Assets                   3,199      (981)        3,323  (a,b)    5,541
       Total Assets           $164,311  $(46,083)      $20,674        $138,902
  
  LIABILITIES AND STOCKHOLDERS' EQUITY
  Current Liabilities:
   Accounts payable            $30,869  $ (7,201)      $     0         $23,668
   Deferred revenue and 
           customer deposits    20,409   (19,564)            0             845
   Other current liabilities    18,714    (5,684)        1,728  (a,b)   14,758
       Tot. Current Liabilities 69,992   (32,449)        1,728          39,271
  
  Long-Term Debt                28,879      (387)      (15,312) (b)     13,180
  
  Long-Term Deferred Revenue     2,780    (2,494)            0             286
       Total Liabilities       101,651   (35,330)      (13,584)         52,737
  
  Stockholders Equity:
   Common stock                    519         0             0             519
   Preferred stock               7,300         0             0           7,300
   Additional paid-in capital   79,716         0           100  (a)     79,816
   Retained earnings (deficit) (24,875)  (10,753)       34,158  (a,b)   (1,470)
       Total Stockholders' Eq.  62,660   (10,753)       34,258          86,165
  
       Total Liabilities and Stockholders'
           Equity             $164,311  $(46,083)     $ 20,674        $138,902
  
  </TABLE>
  
       (a)To reflect total proceeds of $65.5 million for the sale
       of all of the Company's direct sales and services offices,
       the videoconferencing division and the inmate calling
       business, estimated gain, net of audit, legal and other
       expenses directly related to the sales, and the impact of
       the utilization of net operating losses on the deferred tax
       asset.
       (b)To reflect the repayment of a portion of the Company's
       debt, primarily the revolving credit facility, using the
       proceeds from the sale.   Also, writeoff of related
       deferred debt issue costs.
  
  
                               -5-
  
  <PAGE>
  
        Executone Information Systems, Inc. and Subsidiaries
      Pro Forma Condensed Consolidated Statement of Operations
               Three-Month Period Ended March 31, 1996
                              Unaudited
  
  <TABLE>
  <CAPTION>
  
  (000s)                                 Businesses   Pro Forma       EISI
                              EISI          Sold     Adjustments    Pro Forma
  
  <S>                       <C>          <C>            <C>           <C>
  Revenues                  $66,966      $(47,630)      $13,568  (a)  $32,904
  
  Cost of Revenues           40,486       (31,582)       12,984  (a)   21,888
       Gross Profit          26,480       (16,048)          584        11,016
  
  Operating Expenses:
   Product development
           and engineering    3,764             0             0         3,764
   Selling, general and
            administrative   26,274       (16,635)         (293) (c)    9,346
       Total Operating Exps. 30,038       (16,635)         (293)       13,110
  
  Operating Income/(Loss)    (3,558)          587           877        (2,094)
  
  Interest and Other Exp,Net    592             1          (890) (b)     (297)
  Gain on Sale of Net Assets      0             0        42,342  (d)   42,342
  
  Income/(Loss) Bef.Inc.Tax  (4,150)          586        44,109        40,545
  
  Provision/(Benefit)
           for Income Taxes  (1,660)          234        19,644  (e)   18,218
  
  Net Income/(Loss)         $(2,490)     $    352       $24,465       $22,327
  
  Earnings/(Loss) Per Share $ (0.05)                                  $  0.42
  
  Weighted Average Shares Outstanding
                             51,853                                    52,754
  
  </TABLE>
  
       (a)To addback revenue and cost impact of sales from
       Executone to the DSOs which originally were eliminated in
       consolidation.
       (b)To reflect the reduction of interest expense due to debt
       repayment using the sale proceeds and interest income
       generated by the investment of such net proceeds.
       (c) Impact of reduction in force associated with business
       dispositions.
       (d) To reflect net gains on dispositions of net assets.
       (e) To reflect the tax impact of pro forma adjustments at a 40%
       effective rate.
  
                                  -6-
  
  
  <PAGE>
  
        Executone Information Systems, Inc. and Subsidiaries
      Pro Forma Condensed Consolidated Statement of Operations
                    Year ended December 31, 1995
                              Unaudited
  
  <TABLE>
  <CAPTION>
  
  (000s)                                Businesses    Pro Forma      EISI
                               EISI        Sold      Adjustments  Pro Forma (f)
  
  <S>                         <C>        <C>           <C>           <C>
  Revenues                   $296,393   $(202,048)     $60,475 (a)   $154,820
  
  Cost of Revenues            173,536    (129,678)      59,287 (a)    103,145
       Gross Profit           122,857     (72,370)       1,188         51,675
  
  Operating Expenses:
   Product development
             and engineering   14,703           0            0         14,703
   Selling, general and
              administrtaive  100,520     (67,080)      (1,173) (c)    32,267
   Provision for restructuring
            and unusual items  44,042     (18,907)           0         25,135
       Total Operating Exps.  159,265     (85,987)      (1,173)        72,105
  
  Operating Income/(Loss)     (36,408)     13,617        2,361        (20,430)
  
  Interest and Other Exps.,Net  2,813        (236)      (4,061)  (b)   (1,484)
  Gain on Sale of Net Assets        0           0       42,342   (d)   42,342
  
  Income/(Loss) Bef.Inc.Taxes (39,221)     13,853       48,764         23,396
  
  Provision/(Benefit) for
                Income Taxes   (2,287)     (1,236)      21,506   (e)   17,983
  
  Net Income/(Loss)          $(36,934)   $ 15,089      $27,258       $  5,413
  
  Earnings/(Loss) Per Share  $  (0.79)                               $   0.11
  
  Weighted Average Shares Outstanding
                               46,919                                  49,148
  
  </TABLE>
  
       (a)To addback revenue and cost impact of sales from
       Executone to the DSOs which originally were eliminated in
       consolidation.
       (b)To reflect the reduction of interest expense due to debt
       repayment using the sale proceeds and interest income
       generated by the investment of such net proceeds.
       (c)Impact of reduction in force associated with
       business dispositions.
       (d) To reflect net gains on dispositions of net assets.
       (e) To reflect the tax impact of pro forma adjustments at a 40%
       effective rate.
       (f) Refer to "Forward-Looking Statements" in Item 2.
                                  
                                  
                                -7-    
  <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:__________________________________
                              Anthony R. Guarascio
                              Vice President, Finance and
                              Chief Financial Officer
  
  
  Date:   June 15, 1996
  
  
  
  
  
  
                                     -8-
  
  <PAGE>
  
  
  
  
  
  
                            EXHIBIT INDEX
  
  
  Exhibit
  Number         Document
  
       2         Asset Purchase Agreement by and among Tone
                 Holdings, Inc. and Tone Acquisition Corporation,
                 Executone Network Services, Inc. and Executone
                 Information Systems, Inc. dated as of April 9,
                 1996 and Amendment No. 1 to Asset Purchase
                 Agreement dated as of May 31, 1996, by and among
                 Clarity Telecom Holdings, Inc. (formerly known as
                 Tone Holdings, Inc.), Clarity Telecom, Inc.
                 (formerly known as Tone Acquisition Corporation),
                 Executone Network Services, Inc. and Executone
                 Information Systems, Inc.  Incorporated by
                 reference to the Registrant's Annual Report on
                 Form 10-K/A for the year ended December 31, 1995.
  
  
  
                                 -9-
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "EXECUTONE INFORMATION SYSTEMS, INC. 8-K", "secsgml_size_bytes": 15777}]
metadata_filer: {"company-data": {"conformed-name": "EXECUTONE INFORMATION SYSTEMS INC", "cik": "0000725282", "assigned-sic": "7385", "irs-number": "860449210", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-11551", "film-number": "96582144"}, "business-address": {"street1": "478 WHEELERS FARMS RD", "city": "MILFORD", "state": "CT", "zip": "06460", "phone": "2038767600"}, "mail-address": {"street1": "478 WHEELERS FARMS RD", "city": "MILFORD", "state": "CT", "zip": "06460-1847"}, "former-company": {"former-conformed-name": "VODAVI TECHNOLOGY CORP", "date-changed": "19880802"}}
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):  May 31, 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 2.  Disposition of Assets.
  
  On May 31, 1996, the Company sold substantially all of the Direct
  Sales and Services Group, including its long-distance reseller
  business and National Service Center (the DSO Group) to Clarity
  Telecom Holdings, Inc. (Clarity), an acquisition company led by
  Bain Capital, Inc.  The purchase price consisted of $61.5 million
  in cash, a $5.9 million note and warrants to purchase 8% of the
  common stock of the new company issued as of the closing, for
  $1.1 million, exercisable for three years.  The attached pro
  forma condensed consolidated financial statements are based upon
  a purchase price valuation of $64.7 million, which includes the
  cash consideration and the fair value of the note and warrants.
  
  In addition to the transaction with Clarity, the pro forma
  condensed financial statements also reflect the disposition of
  the Company's Pittsburgh direct sales office and the impact of
  dispositions that the Company believes are probable of occurring,
  including the inmate calling business and the videoconferencing
  division, which are being sold separately to different
  purchasers.  None of such businesses constituted a material
  portion of the Company's assets, revenues or income.
  
  Forward-Looking Statements
  
  In connection with initial announcement of the reported sale, the
  Company's management projected pro forma revenues in 1995 and pro
  forma pretax income, assuming certain expense eliminations, which
  was not intended to meet the requirements of Regulation S-X but
  was intended to provide a forward-looking estimate.  The pro
  forma pretax income for 1995 included in this filing can be
  reconciled to the previously provided forward-looking estimate as
  follows (in millions of dollars):
  
            [S]                                  [C]
            1995 Pretax income per pro forma     $23.4
            Less:  Pretax gain on sale           (42.3)
            Add:  Provision for restructuring     25.1
                                                   6.2
  
            Forward-looking adjustments
             not included in pro forma:
             Acquisition costs                     1.0
             Goodwill amortization and other       0.8
            1995 forward-looking pretax estimate  $8.0
  
              
                                     -2-
  Item 7.  Financial Statements and Exhibits.                   Page
  
  (b)   Pro forma condensed financial information                 4
  
        Pro forma consolidated balance sheet at March 31, 1996    5
        Pro forma consolidated statement of operations for the
            three-month period ended March 31, 1996               6
       Pro forma consolidated statement of operations for the
            year ended December 31, 1995                          7
  
  (c)  Exhibits                                                   9
  
  (2)  Asset Purchase Agreement by and among Tone Holdings, Inc.
  and Tone Acquisition Corporation, Executone Network Services,
  Inc. and Executone Information Systems, Inc. dated as of April 9,
  1996 and Amendment No. 1 to Asset Purchase Agreement dated as of
  May 31, 1996, by and among Clarity Telecom Holdings, Inc.
  (formerly known as Tone Holdings, Inc.), Clarity Telecom, Inc.
  (formerly known as Tone Acquisition Corporation), Executone
  Network Services, Inc. and Executone Information Systems, Inc.
  
                                 -3-
  Executone Information Systems, Inc.
       Unaudited Pro Forma Consolidated Financial Information
  
  The historical consolidated financial statements of Executone
  Information Systems, Inc. are as originally reported in its
  reports on Forms 10-K and 10-Q.  The balance sheet and statements
  of operations of the telephony businesses sold to Clarity are
  based upon the historical financial results of the Direct Sales
  and Services Group, including the long-distance reseller
  business, for the respective periods.  In addition, the Company
  previously announced that is was negotiating an agreement to sell
  its videoconferencing division.  Although terms have not yet been
  finalized, the pro forma condensed statements assume that the
  disposition will result in a loss of approximately $2.5 million.
  The pro forma condensed statements also reflect the sale of the
  Pittsburgh direct sales office at its approximate book value and
  the disposal of the Company's inmate calling business which is
  expected to result in a loss of approximately $1 million.
  
  The pro forma condensed consolidated balance sheet as of March
  31, 1996 has been prepared to reflect the use of a portion of the
  proceeds from these transactions to repay the Company's bank
  borrowings, assuming the transaction had taken place at that
  date.  The pro forma condensed consolidated statements of
  operations for the year ended December 31, 1995 and for the three-
  month period ended March 31, 1996 have been prepared assuming
  these transactions occurred January 1, 1995 and January 1, 1996,
  respectively.  The condensed statements of operations also
  reflect the impact of reductions in force which have already been
  made related to these dispositions.
  
  The pro forma information does not purport to represent the
  Company's actual results of operations if the transactions
  described above would have occurred at the beginning of the
  respective periods.  In addition, the information may not be
  indicative of future results.
  
                                -4-
  Executone Information Systems, Inc. and Subsidiaries
           Pro Forma Condensed Consolidated Balance Sheet
                           March 31, 1996
                              Unaudited
  (000s)                                Businesses    Pro Forma        EISI
                                 EISI      Sold       Adjustments    Pro Forma
  ASSETS
  Current Assets:
   Cash and cash equivalents  $  6,280   $     0       $39,288  (a,b)  $45,568
   Accounts receivable, net     43,718   (18,303)       (1,000) (a)     24,415
   Inventories                  36,380   (16,625)       (4,000) (a)     15,755
   Prepaid expense and
         other current assets    4,587    (2,524)            0           2,063
       Total Current Assets     90,965   (37,452)       34,288          87,801
  
  Property & Equipment, Net     18,781    (7,650)       (2,000) (a)      9,131
  
  Intangibles, Net              19,990         0             0          19,990
  
  Deferred Taxes                31,376         0       (14,937) (a,b)   16,439
  
  Other Assets                   3,199      (981)        3,323  (a,b)    5,541
       Total Assets           $164,311  $(46,083)      $20,674        $138,902
  
  LIABILITIES AND STOCKHOLDERS' EQUITY
  Current Liabilities:
   Accounts payable            $30,869  $ (7,201)      $     0         $23,668
   Deferred revenue and 
           customer deposits    20,409   (19,564)            0             845
   Other current liabilities    18,714    (5,684)        1,728  (a,b)   14,758
       Tot. Current Liabilities 69,992   (32,449)        1,728          39,271
  
  Long-Term Debt                28,879      (387)      (15,312) (b)     13,180
  
  Long-Term Deferred Revenue     2,780    (2,494)            0             286
       Total Liabilities       101,651   (35,330)      (13,584)         52,737
  
  Stockholders Equity:
   Common stock                    519         0             0             519
   Preferred stock               7,300         0             0           7,300
   Additional paid-in capital   79,716         0           100  (a)     79,816
   Retained earnings (deficit) (24,875)  (10,753)       34,158  (a,b)   (1,470)
       Total Stockholders' Eq.  62,660   (10,753)       34,258          86,165
  
       Total Liabilities and Stockholders'
           Equity             $164,311  $(46,083)     $ 20,674        $138,902
  (a)To reflect total proceeds of $65.5 million for the sale
       of all of the Company's direct sales and services offices,
       the videoconferencing division and the inmate calling
       business, estimated gain, net of audit, legal and other
       expenses directly related to the sales, and the impact of
       the utilization of net operating losses on the deferred tax
       asset.
       (b)To reflect the repayment of a portion of the Company's
       debt, primarily the revolving credit facility, using the
       proceeds from the sale.   Also, writeoff of related
       deferred debt issue costs.
  
                               -5-
  Executone Information Systems, Inc. and Subsidiaries
      Pro Forma Condensed Consolidated Statement of Operations
               Three-Month Period Ended March 31, 1996
                              Unaudited
  (000s)                                 Businesses   Pro Forma       EISI
                              EISI          Sold     Adjustments    Pro Forma
  Revenues                  $66,966      $(47,630)      $13,568  (a)  $32,904
  
  Cost of Revenues           40,486       (31,582)       12,984  (a)   21,888
       Gross Profit          26,480       (16,048)          584        11,016
  
  Operating Expenses:
   Product development
           and engineering    3,764             0             0         3,764
   Selling, general and
            administrative   26,274       (16,635)         (293) (c)    9,346
       Total Operating Exps. 30,038       (16,635)         (293)       13,110
  
  Operating Income/(Loss)    (3,558)          587           877        (2,094)
  
  Interest and Other Exp,Net    592             1          (890) (b)     (297)
  Gain on Sale of Net Assets      0             0        42,342  (d)   42,342
  
  Income/(Loss) Bef.Inc.Tax  (4,150)          586        44,109        40,545
  
  Provision/(Benefit)
           for Income Taxes  (1,660)          234        19,644  (e)   18,218
  
  Net Income/(Loss)         $(2,490)     $    352       $24,465       $22,327
  
  Earnings/(Loss) Per Share $ (0.05)                                  $  0.42
  
  Weighted Average Shares Outstanding
                             51,853                                    52,754
  (a)To addback revenue and cost impact of sales from
       Executone to the DSOs which originally were eliminated in
       consolidation.
       (b)To reflect the reduction of interest expense due to debt
       repayment using the sale proceeds and interest income
       generated by the investment of such net proceeds.
       (c) Impact of reduction in force associated with business
       dispositions.
       (d) To reflect net gains on dispositions of net assets.
       (e) To reflect the tax impact of pro forma adjustments at a 40%
       effective rate.
  
                                  -6-
  Executone Information Systems, Inc. and Subsidiaries
      Pro Forma Condensed Consolidated Statement of Operations
                    Year ended December 31, 1995
                              Unaudited
  (000s)                                Businesses    Pro Forma      EISI
                               EISI        Sold      Adjustments  Pro Forma (f)
  Revenues                   $296,393   $(202,048)     $60,475 (a)   $154,820
  
  Cost of Revenues            173,536    (129,678)      59,287 (a)    103,145
       Gross Profit           122,857     (72,370)       1,188         51,675
  
  Operating Expenses:
   Product development
             and engineering   14,703           0            0         14,703
   Selling, general and
              administrtaive  100,520     (67,080)      (1,173) (c)    32,267
   Provision for restructuring
            and unusual items  44,042     (18,907)           0         25,135
       Total Operating Exps.  159,265     (85,987)      (1,173)        72,105
  
  Operating Income/(Loss)     (36,408)     13,617        2,361        (20,430)
  
  Interest and Other Exps.,Net  2,813        (236)      (4,061)  (b)   (1,484)
  Gain on Sale of Net Assets        0           0       42,342   (d)   42,342
  
  Income/(Loss) Bef.Inc.Taxes (39,221)     13,853       48,764         23,396
  
  Provision/(Benefit) for
                Income Taxes   (2,287)     (1,236)      21,506   (e)   17,983
  
  Net Income/(Loss)          $(36,934)   $ 15,089      $27,258       $  5,413
  
  Earnings/(Loss) Per Share  $  (0.79)                               $   0.11
  
  Weighted Average Shares Outstanding
                               46,919                                  49,148
  (a)To addback revenue and cost impact of sales from
       Executone to the DSOs which originally were eliminated in
       consolidation.
       (b)To reflect the reduction of interest expense due to debt
       repayment using the sale proceeds and interest income
       generated by the investment of such net proceeds.
       (c)Impact of reduction in force associated with
       business dispositions.
       (d) To reflect net gains on dispositions of net assets.
       (e) To reflect the tax impact of pro forma adjustments at a 40%
       effective rate.
       (f) Refer to "Forward-Looking Statements" in Item 2.
                                  
                                  
                                -7-
  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:__________________________________
                              Anthony R. Guarascio
                              Vice President, Finance and
                              Chief Financial Officer
  
  Date:   June 15, 1996
  
                                     -8-
  EXHIBIT INDEX
  
  Exhibit
  Number         Document
  
       2         Asset Purchase Agreement by and among Tone
                 Holdings, Inc. and Tone Acquisition Corporation,
                 Executone Network Services, Inc. and Executone
                 Information Systems, Inc. dated as of April 9,
                 1996 and Amendment No. 1 to Asset Purchase
                 Agreement dated as of May 31, 1996, by and among
                 Clarity Telecom Holdings, Inc. (formerly known as
                 Tone Holdings, Inc.), Clarity Telecom, Inc.
                 (formerly known as Tone Acquisition Corporation),
                 Executone Network Services, Inc. and Executone
                 Information Systems, Inc.  Incorporated by
                 reference to the Registrant's Annual Report on
                 Form 10-K/A for the year ended December 31, 1995.
  
                                 -9-