content: <PAGE>1
  
  
                      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):     March 1, 1996
  
  
                          FIGGIE INTERNATIONAL INC.
              (Exact name of registrant specified in its charter)
  
  
  Delaware                      1-8591                 52-1297376
  (State or other            (Commission File        (I.R.S. Employer
  jurisdiction of                Number)             Identification No.)
  incorporation)
  
  
  4420 Sherwin Road, Willoughby, Ohio                  44094
  (Address of principal executive offices)          (Zip Code)
  
  
  Registrant's telephone number, including area code:  216/953-2700
  
  
                               (not applicable)
         (Former name or former address, if changed since last report)
  
  
  <PAGE>
  <PAGE>2
  Item 2.   Acquisition or Disposition of Assets.
  
       As of February 29, 1996, Figgie International Inc. (the
  "Registrant") sold substantially all of the assets of its
  Interstate Engineering division ("the Division"), located in
  Anaheim, California, to Primus Holdings, L.P. (the "Buyer"),
  a limited partnership sponsored by Engles Urso Capital
  Corporation of Dallas, Texas.  The Division manufactures
  high-end residential vacuum cleaners, heat detectors and die
  cast aluminum products.  The Registrant received
  consideration of $18,735,000 in cash and a $6,000,000 Class
  AA Limited Partnership interest in the Buyer.  The Buyer also
  assumed certain accrued liabilities of the Division,
  including payables, as part of the consideration.  In
  addition, the Buyer assumed certain other liabilities of the
  Division in exchange for $800,000.  The consideration was
  determined pursuant to arm's-length negotiations and could be
  subject to adjustment, within 45 days after closing, based on
  the final net assets of the Division as of February 29, 1996.
  
  Item 7.   Financial Statements and Exhibits.
  
         (a)  Financial Statements of Business Acquired
  
            Not applicable.
  
         (b)  Pro Forma Financial Information
  
            Pro forma financial information is not required.
            The Division is treated as discontinued operations
            in the Registrant's financial statements for the
            fiscal year ended December 31, 1995.
  
         (c)  Exhibits
  
             (2)(A) Asset Purchase and Contribution Agreement,
                    dated as of February 29, 1996, by and
                    between Figgie International Inc. and
                                      Primus Holdings, L.P.
  <PAGE>
  <PAGE>3
                                   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.
  
  
                   FIGGIE INTERNATIONAL INC.
  
  
                   By:  /s/ Steven L. Siemborski
                      Steven L. Siemborski
                      Senior Vice President and
                      Chief Financial Officer
  
  
  
  Dated: March 15, 1996
  <PAGE>
  <PAGE>4
                                 Exhibit Index
  
  
  Exhibit
  
  (2)(A) Asset Purchase and Contribution Agreement, dated as
         of February 29, 1996, by and between Figgie
         International Inc. and Primus Holdings, L.P.**
  
  
  
  **  Schedules and Exhibits are omitted.
  <PAGE>
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metadata_filer: {"company-data": {"conformed-name": "FIGGIE INTERNATIONAL INC /DE/", "cik": "0000720032", "assigned-sic": "3560", "irs-number": "521297376", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08591", "film-number": "96535027"}, "business-address": {"street1": "4420 SHERWIN RD", "city": "WILLOUGHBY", "state": "OH", "zip": "44094", "phone": "2169532700"}, "mail-address": {"street1": "4420 SHERWIN RD", "city": "WILLOUGHBY", "state": "OH", "zip": "44094"}, "former-company": {"former-conformed-name": "FIGGIE INTERNATIONAL HOLDINGS INC", "date-changed": "19870112"}}
text: 1
  
                      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):     March 1, 1996
  
                          FIGGIE INTERNATIONAL INC.
              (Exact name of registrant specified in its charter)
  
  Delaware                      1-8591                 52-1297376
  (State or other            (Commission File        (I.R.S. Employer
  jurisdiction of                Number)             Identification No.)
  incorporation)
  
  4420 Sherwin Road, Willoughby, Ohio                  44094
  (Address of principal executive offices)          (Zip Code)
  
  Registrant's telephone number, including area code:  216/953-2700
  
                               (not applicable)
         (Former name or former address, if changed since last report)
  2
  Item 2.   Acquisition or Disposition of Assets.
  
       As of February 29, 1996, Figgie International Inc. (the
  "Registrant") sold substantially all of the assets of its
  Interstate Engineering division ("the Division"), located in
  Anaheim, California, to Primus Holdings, L.P. (the "Buyer"),
  a limited partnership sponsored by Engles Urso Capital
  Corporation of Dallas, Texas.  The Division manufactures
  high-end residential vacuum cleaners, heat detectors and die
  cast aluminum products.  The Registrant received
  consideration of $18,735,000 in cash and a $6,000,000 Class
  AA Limited Partnership interest in the Buyer.  The Buyer also
  assumed certain accrued liabilities of the Division,
  including payables, as part of the consideration.  In
  addition, the Buyer assumed certain other liabilities of the
  Division in exchange for $800,000.  The consideration was
  determined pursuant to arm's-length negotiations and could be
  subject to adjustment, within 45 days after closing, based on
  the final net assets of the Division as of February 29, 1996.
  
  Item 7.   Financial Statements and Exhibits.
  
         (a)  Financial Statements of Business Acquired
  
            Not applicable.
  
         (b)  Pro Forma Financial Information
  
            Pro forma financial information is not required.
            The Division is treated as discontinued operations
            in the Registrant's financial statements for the
            fiscal year ended December 31, 1995.
  
         (c)  Exhibits
  
             (2)(A) Asset Purchase and Contribution Agreement,
                    dated as of February 29, 1996, by and
                    between Figgie International Inc. and
                                      Primus Holdings, L.P.
  3
                                   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.
  
                   FIGGIE INTERNATIONAL INC.
  
                   By:  /s/ Steven L. Siemborski
                      Steven L. Siemborski
                      Senior Vice President and
                      Chief Financial Officer
  
  Dated: March 15, 1996
  4
                                 Exhibit Index
  
  Exhibit
  
  (2)(A) Asset Purchase and Contribution Agreement, dated as
         of February 29, 1996, by and between Figgie
         International Inc. and Primus Holdings, L.P.**
  
  **  Schedules and Exhibits are omitted.