content: <PAGE>
  <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) January 9, 1995
  
                      Park Communications, Inc.
  
            Exact name of registrant as specified in its charter)
  
  
       Delaware            0-12743                  16-0986694
  (State or other    (Commission File Number)       (IRS Employer
  jurisdiction                                      Identification
  of incorporation)                                 No.)
  
  
  
                 Terrace Hill, Ithaca, N.Y. 14851
                      (Address of principal executive offices)
  
  Registrant's telephone number, including area code: 607-272-9020
  
  
                                N/A
  (Former name or former address, if changed since last report)<PAGE>
  <PAGE>    2
  
  Item 5.  Other Events.
  
            On January 9, 1995, the Registrant provided to the holders of the
  Registrant's issued and outstanding 6-7/8 % Convertible Subordinated
  Debentures due March 15, 2011 ("Debentures"), the attached notice relating
  to the redemption of the Debentures.  As of January 5, 1995, Debentures in
  the principal amount of $45,351,000 were outstanding.  If all holders of
  the outstanding Debentures elect to exercise their right of conversion in
  lieu of redemption as described in the attached notice, approximately
  2,366,138 additional shares of the Registrant's common stock would be
  issued and outstanding.  As of December 31, 1994, the estate of the
  Registrant's founder, Roy H. Park ("Estate"), owned or controlled
  approximately 88.6% of the issued and outstanding common stock of the
  Registrant (assuming conversion into common stock of the Debentures held or
  controlled by the Estate and no conversion of other outstanding Debentures,
  other than those already converted as of December 31, 1994).  If all of the
  Debentures are converted into common stock, the Estate would own or control
  approximately 80.1% of the Registrant's issued and outstanding common
  stock.
  
            As previously reported, on October 25, 1994, the Registrant
  entered into an agreement to be acquired by Park Acquisitions, Inc.
  ("PAI").  Pursuant to the terms of the attached Agreement Regarding Cash
  Balance and Amendment No. 1 to the Agreement and Plan of Merger dated as of
  October 25, 1994, Among PAI, Park Acquisitions Subsidiary, Inc., a wholly
  owned subsidiary of PAI ("PAS"), and the Registrant, PAI and PAS have
  consented to the conversion of the Debentures and the parties have amended
  the Agreement and Plan of Merger to the extent necessary to clarify and
  adequately reflect their mutual understandings regarding the cash balance
  on the Registrant's books at closing of the acquisition.
  
            The sale of the Registrant is contingent upon, among other things,
  receiving the consent of the Federal Communications Commission ("FCC") to the
  transfer of control of the Registrant and its broadcast licenses to PAI.  On
  November 7, 1994, the Registrant and PAI filed with the FCC their respective
  applications for consent to such transfer (FCC File Nos. BTCCT-941107KJ, et
  seq.).  To the Registrant's knowledge, only one formal and two informal
  objections to the transfer were submitted to the FCC by December 22, 1994, the
  final date for receipt of such objections.  While review of these objections by
  the FCC could extend the time related to the granting of FCC consent, the
  Registrant does not believe that any of the objections will result in a denial
  of consent to the transfer.
  <PAGE>
  <PAGE>    3
  
  Item 7. Financial Statements, Pro Forms Financial Information and Exhibits
  
       (c)  Exhibits
  
            2.1 - Agreement Regarding Cash Balance and Amendment No. 1 to the
            Agreement and Plan of Merger dated as of October 25, 1994, Among
            Park Acquisitions, Inc., Park Acquisitions Subsidiary, Inc. and
            Park Communications, Inc.
  
            2.2 - List of contents of all schedules to the Agreement and Plan
            of Merger among Park Acquisitions, Inc., Park Acquisitions
            Subsidiary, Inc. and Park Communications, Inc. dated as of
            October 25, 1994
  
            99 - Form of Notice provided to Holders of the Registrant's
            issued and outstanding Convertible Subordinated Debentures (due
            March 15, 2011)
  
  
  
            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.
  
  
                                PARK COMMUNICATIONS, INC.
  
       Date:     1/13/95        /s/ Dorothy D. Park
                           _____________________________
                                Dorothy D. Park
                                Chairman of the Board
  
       Date:     1/13/95        /s/ Wright M. Thomas
                           _____________________________
                                Wright M. Thomas
                           President, Chief Operating Officer,
                           Assistant Secretary and Director
  
       Date:     1/13/95        /s/ Randel N. Stair
                           _____________________________
                                Randel N. Stair
                           Vice President -- Chief Financial
                           Officer, Controller, Treasurer and Assistant
                           Secretary (Principal Financial Officer)
  
  
  <PAGE>
  <PAGE>    4
  
                                   EXHIBIT INDEX
  
  2.1 - Agreement Regarding Cash Balance and Amendment No. 1 to the Agreement
  and Plan of Merger dated as of October 25, 1994, Among Park Acquisitions,
  Inc., Park Acquisitions Subsidiary, Inc. and Park Communications, Inc.
  
  2.2 - List of contents of all schedules to the Agreement and Plan of Merger
  among Park Acquisitions, Inc., Park Acquisitions Subsidiary, Inc. and the
  Registrant dated as of October 25, 1994
  
  99 - Form of Notice provided to Holders of the Registrant's issued and
  outstanding Convertible Subordinated Debentures (due March 15, 2011)<PAGE>
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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) January 9, 1995
  
                      Park Communications, Inc.
  
            Exact name of registrant as specified in its charter)
  
       Delaware            0-12743                  16-0986694
  (State or other    (Commission File Number)       (IRS Employer
  jurisdiction                                      Identification
  of incorporation)                                 No.)
  
                 Terrace Hill, Ithaca, N.Y. 14851
                      (Address of principal executive offices)
  
  Registrant's telephone number, including area code: 607-272-9020
  
                                N/A
  (Former name or former address, if changed since last report)
  2
  
  Item 5.  Other Events.
  
            On January 9, 1995, the Registrant provided to the holders of the
  Registrant's issued and outstanding 6-7/8 % Convertible Subordinated
  Debentures due March 15, 2011 ("Debentures"), the attached notice relating
  to the redemption of the Debentures.  As of January 5, 1995, Debentures in
  the principal amount of $45,351,000 were outstanding.  If all holders of
  the outstanding Debentures elect to exercise their right of conversion in
  lieu of redemption as described in the attached notice, approximately
  2,366,138 additional shares of the Registrant's common stock would be
  issued and outstanding.  As of December 31, 1994, the estate of the
  Registrant's founder, Roy H. Park ("Estate"), owned or controlled
  approximately 88.6% of the issued and outstanding common stock of the
  Registrant (assuming conversion into common stock of the Debentures held or
  controlled by the Estate and no conversion of other outstanding Debentures,
  other than those already converted as of December 31, 1994).  If all of the
  Debentures are converted into common stock, the Estate would own or control
  approximately 80.1% of the Registrant's issued and outstanding common
  stock.
  
            As previously reported, on October 25, 1994, the Registrant
  entered into an agreement to be acquired by Park Acquisitions, Inc.
  ("PAI").  Pursuant to the terms of the attached Agreement Regarding Cash
  Balance and Amendment No. 1 to the Agreement and Plan of Merger dated as of
  October 25, 1994, Among PAI, Park Acquisitions Subsidiary, Inc., a wholly
  owned subsidiary of PAI ("PAS"), and the Registrant, PAI and PAS have
  consented to the conversion of the Debentures and the parties have amended
  the Agreement and Plan of Merger to the extent necessary to clarify and
  adequately reflect their mutual understandings regarding the cash balance
  on the Registrant's books at closing of the acquisition.
  
            The sale of the Registrant is contingent upon, among other things,
  receiving the consent of the Federal Communications Commission ("FCC") to the
  transfer of control of the Registrant and its broadcast licenses to PAI.  On
  November 7, 1994, the Registrant and PAI filed with the FCC their respective
  applications for consent to such transfer (FCC File Nos. BTCCT-941107KJ, et
  seq.).  To the Registrant's knowledge, only one formal and two informal
  objections to the transfer were submitted to the FCC by December 22, 1994, the
  final date for receipt of such objections.  While review of these objections by
  the FCC could extend the time related to the granting of FCC consent, the
  Registrant does not believe that any of the objections will result in a denial
  of consent to the transfer.
  3
  
  Item 7. Financial Statements, Pro Forms Financial Information and Exhibits
  
       (c)  Exhibits
  
            2.1 - Agreement Regarding Cash Balance and Amendment No. 1 to the
            Agreement and Plan of Merger dated as of October 25, 1994, Among
            Park Acquisitions, Inc., Park Acquisitions Subsidiary, Inc. and
            Park Communications, Inc.
  
            2.2 - List of contents of all schedules to the Agreement and Plan
            of Merger among Park Acquisitions, Inc., Park Acquisitions
            Subsidiary, Inc. and Park Communications, Inc. dated as of
            October 25, 1994
  
            99 - Form of Notice provided to Holders of the Registrant's
            issued and outstanding Convertible Subordinated Debentures (due
            March 15, 2011)
  
            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.
  
                                PARK COMMUNICATIONS, INC.
  
       Date:     1/13/95        /s/ Dorothy D. Park
                           _____________________________
                                Dorothy D. Park
                                Chairman of the Board
  
       Date:     1/13/95        /s/ Wright M. Thomas
                           _____________________________
                                Wright M. Thomas
                           President, Chief Operating Officer,
                           Assistant Secretary and Director
  
       Date:     1/13/95        /s/ Randel N. Stair
                           _____________________________
                                Randel N. Stair
                           Vice President -- Chief Financial
                           Officer, Controller, Treasurer and Assistant
                           Secretary (Principal Financial Officer)
  4
  
                                   EXHIBIT INDEX
  
  2.1 - Agreement Regarding Cash Balance and Amendment No. 1 to the Agreement
  and Plan of Merger dated as of October 25, 1994, Among Park Acquisitions,
  Inc., Park Acquisitions Subsidiary, Inc. and Park Communications, Inc.
  
  2.2 - List of contents of all schedules to the Agreement and Plan of Merger
  among Park Acquisitions, Inc., Park Acquisitions Subsidiary, Inc. and the
  Registrant dated as of October 25, 1994
  
  99 - Form of Notice provided to Holders of the Registrant's issued and
  outstanding Convertible Subordinated Debentures (due March 15, 2011)