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): December 29, 1995

Wellco Enterprises, Inc.
(Exact name of registrant as specified in its charter)

North Carolina 1-5555 56-0769274
(State or other
jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)

150 Westwood Circle, Waynesville, North Carolina 28786
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 704-456-3545

Not applicable
(Former name or former address, if changed since last report)

Item 1. Change in Control of Registrant.

On December 29, 1995, the Registrant repurchased 510,424 shares of its common
stock beneficially owned by Coronet Insurance Company (Coronet) and its
affiliates. This represented 57.69% of the total outstanding shares (884,806) of
the Registrant. After this repurchase, the Registrant has 374,382 total shares
outstanding. The largest owner of these remaining shares is Mr. J. T. Emerson
who has, for many years, owned a total of 139,712 shares, now representing
37.32% of the total outstanding. After this repurchase Coronet continues to hold
26,000 shares of the Registrant representing 6.94% of the total outstanding.

The 510,424 shares were purchased for a cash payment of $5,460,205 and 400,000
shares of the common stock of Alba-Waldensian, Inc. (Alba) owned by the
Registrant. These 400,000 shares represent 21.5% of the total outstanding shares
of Alba and were all of the Alba shares owned by the Registrant.

Funds for the $5,460,205 cash payment came from a $4,500,000 ninety-day loan
from First Union National Bank and existing monies of the Registrant. Monies
from the sale of equity securities owned by the Registrant will be used to repay
the bank loan.

The related Stock Repurchase Agreement provides that for a period of ten years
Coronet and its affiliates will not acquire direct or indirect beneficial
ownership of any of the Registrant's common stock exceeding 20% of the common
stock outstanding at any time. During this ten year period, Coronet has
appointed the Board of Directors of the Company as its attorney-in-fact and
proxy for voting all shares owned by Coronet.

Effective with the consummation of the Stock Repurchase Agreement, Registrant's
Directors Clyde Wm. Engle, Lee N. Mortenson and James M. Fawcett, Jr. resigned,
representing three of the Registrant's nine directorships. Mr. Mortenson and Mr.
Engle are affiliated with Coronet and Mr. Fawcett may be deemed to be affiliated
with Mr. Engle. The Registrant's Board is expected to take action to fill these
three vacant directorships, and it is expected that Mr. Emerson, an associate of
Mr. Emerson and David Lutz, Secretary/Treasurer of the Registrant, will be
appointed to fill these vacancies until the 1996 Annual Meeting of the
Registrant's shareholders to be held in November, 1996.

The 510,424 shares repurchased were pledged as security for a bank loan to
Coronet. With the consummation of this repurchase, this pledge is removed. The
Registrant is not aware of any pledge by any person of it's common stock which
may at a subsequent date result in a change in control of the Registrant.
Item 2. Disposition of Assets.

Item 1 of this Form 8-K gives certain information required by Item 2 relating to
an exchange of 400,000 shares of the common stock of Alba-Waldensian, Inc. owned
by the Registrant and a cash payment of $5,460,205 for 510,424 shares of the
Registrant's common stock.

The total price to be paid for the 510,424 shares ($10,346,753) was determined
by negotiation and confirmed by a fairness opinion of an investment banking
firm. The 400,000 shares of Alba were valued and applied against this price at
$4,886,548, resulting in the cash payment of $5,460,205. The market value of
Alba common stock at December 29, 1995 was $7.625 per share, with the total
market value of these shares being $3,050,000. In addition, the Stock Repurchase
Agreement provides for the possibility of additional cash payments, not to
exceed a maximum total of $1,531,272, payable only out of the cumulative net
income of the Registrant above $400,000 for the six fiscal year's of the
Registrant starting with the 1997 fiscal year which begins June 30, 1996.

The affiliates of Coronet, as identified by the Stock Repurchase Agreement, are:
Wellco Holdings Company; National Assurance Indemnity Company; Normandy
Insurance Agency; Sunstates Corporation; Wisconsin Real Estate Investment Fund;
Hickory Furniture Company; Telco Capital Corporation; RDIS Corporation; and
Clyde Wm. Engle.

Prior to this exchange, Coronet and its affiliates were the beneficial owners of
60.63% (536,424 shares) of the total outstanding stock of the registrant. In
addition, four of the Registrant's nine Directors (Clyde Wm.

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Engle, Lee N. Mortenson, James M. Fawcett, Jr. and William D. Schubert) may be
deemed to be affiliated with Coronet and its affiliates through equity
ownership, their position as officers and/or directors of Coronet and its
affiliates or through other relationships.

Item 7. Financial Statements and Exhibits.

(b) Pro Forma Financial Information:

On December 29, 1995, the Registrant repurchased 510,424 shares of its common
stock beneficially owned Coronet Insurance Company (Coronet) and its affiliates.
The 510,424 shares were purchased for a cash payment of $5,460,205 and 400,000
shares of the common stock of Alba-Waldensian, Inc. (Alba) owned by the
Registrant. Funds for the $5,460,205 cash payment came from a $4,500,000
ninety-day loan from First Union National Bank and existing monies of the
Registrant. Monies from the sale of equity securities owned by the Registrant
will be used to repay the bank loan. In addition, the Stock Repurchase Agreement
provides for the possibility of additional cash payments, not to exceed a
maximum total of $1,531,272, payable only out of the cumulative net income of
the Registrant above $400,000 for the six fiscal year's of the Registrant
starting with the 1997 fiscal year which begins June 30, 1996.

The following pro forma consolidated financial statements are filed with this
Form 8-K:

Consolidated Balance Sheet as of September 30, 1995 (page 5 of this Form 8-K-
This statement reflects the historical amounts and the pro forma adjustments to
reflect the repurchase of the Registrant's shares. Since the ninety-day loan
will be repaid from the sale of equity securities, the pro forma also reflects
the sale of these securities.

Consolidated Statement of Operations for the Fiscal Year Ended July 1, 1995
(page 6 of this Form 8-K)- This statement reflects the historical amounts and
the pro forma adjustments reflecting reduced interest, dividend and investment
income as if the purchase of the Registrant's shares and the sale of equity
securities had occurred at the beginning of this fiscal year. It also excludes
the equity in earnings of affiliate (Alba). The pro forma does not reflect a
nonrecurring charge and credit resulting from the transaction.

Consolidated Statement of Operations for the Fiscal Three Months Ended September
30, 1995 (page 7 of this Form 8-K)- This statement reflects the historical
amounts and the pro forma adjustments reflecting reduced interest, dividend and
investment income resulting from not having an investment in marketable
securities.

Excluded from the pro forma Consolidated Statements of Operations is a
nonrecurring net credit, estimated to be $395,000, after income taxes of
$203,000, that will be be included in the Registrant's Statements of Operations
within the twelve months succeeding the transaction. This credit will result
from the sale of marketable securities and the exchange of Alba shares for those
of the Registrant.

(b) Exhibits:

Exhibit 10-Material Contracts: Attached as Exhibit 10 is the Stock Repurchase
Agreement between the Registrant and The Coronet Group.

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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.
January 12, 1995

Wellco Enterprises, Inc.
(Registrant)

/s/ David Lutz
By: David Lutz, Secretary/Treasurer

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INDEX TO PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

DESCRIPTION PAGE NO.
Pro Forma Consolidated Balance Sheet as of September 30, 1995 5
Pro Forma Consolidated Statements of Operations for the Fiscal Year
Ended July 1, 1995 6
Pro Forma Consolidated Statement of Operations for the Fiscal Three
Months Ended September 30, 1995 7
Exhibit 10-Stock Repurchase Agreement 8-14

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WELLCO ENTERPRISES, INC.
PROFORMA CONSOLIDATED BALANCE SHEET
IN THOUSANDS
AS OF SEPTEMBER 30, 1995

Historical
September 30, Pro Forma
1995 Adjustments Pro Forma

CURRENT ASSETS:
Cash ................................................................ $ 2,346 $ (310)(A) $ 2,036
Marketable securities, current ...................................... 996 (996)(B) 0
Receivables ......................................................... 3,615 3,615
Inventories ......................................................... 3,916 3,916
Deferred taxes and prepaid expenses ................................. 389 389
------- ------
Total Current Assets ................................................ 11,262 9,956
Marketable securities, non-current .................................. 4,251 (4,251)(B) 0
Investment in affiliate ............................................. 5,407 (5,407)(C) 0
Property, plant and equipment, net .................................. 1,214 1,214
Intangible assets .................................................. 870 870
------ ------
Total assets ........................................................ 23,004 12,040

CURRENT LIABILITIES:
Short-term borrowing from bank ...................................... 20 20
Accounts payable .................................................... 1,827 1,827
Accrued liabilities ................................................. 1,210 538 (D) 1,748
------ ------ ------
Total Current Liabilities ........................................... 3,057 3,595
Note payable ........................................................ 521 (E) 521
Other long-term liabilities ......................................... 2,035 (748)(F) 1,287
Stockholders'Equity:
Common stock ..................................................... 885 (510)(G) 375
Other stockholders equity ........................................ 17,027 (10,765)(G) 6,262
------ -----
Total Stockholders' Equity ....................................... 17,912 6,637
Total liabilities and stockholders' equity .......................... $23,004 $12,040
======= =======

(A) Net reduction in cash from purchase of Registrant's stock, net of cash from
sale of marketable securities.
(B) Sale of marketable securities.
(C) Shares of affiliate paid as part of purchase of Registrant's stock.
(D) Increase in income tax liability.
(E) Note payable arising from increase in purchase price based, on estimated
future profits.
(F) Net reduction in deferred taxes from sale of marketable securities and
exchange of shares in affiliate.
(G) Net reduction in stockholders equity.

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WELLCO ENTERPRISES, INC.
PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS
IN THOUSANDS EXCEPT FOR SHARES AND PER SHARE
FISCAL YEAR ENDED JULY 1, 1995

Historical
July 1, Pro Forma
1995 Adjustments Pro Forma

Revenues ...................................................... $ 18,003 $ 18,003
Costs and expenses ............................................ 17,324 17,324
Dividend and interest income .................................. 446 (426)(A) 20
Net investment income ......................................... 18 (18)(A) 0
Income before equity in
earnings of affiliate ...................................... 1,143 699
Interest expense .............................................. 89 (B) 89
Equity in earnings of affiliate ............................... 69 (69)(C) 0
Income before income taxes .................................... 1,212 610
Provision for income taxes .................................... 243 (103)(D) 140
Net income .................................................... $ 969 $ 470

Weighted average number
of shares outstanding ...................................... 884,806 (510,424) 374,382

Net income per share .......................................... $ 1.10 $ 1.26

BASIS OF ADJUSTMENTS:
The sale of marketable securities to pay for the purchase of the Registrant's
common stock will reduce its funds available for earning interest, dividends and
investment income. In addition, the registrant will not be recording its equity
in the earnings and profits of its affiliate whose common shares were exchanged
as part of the total consideration for the Registrant's common stock. This pro
forma assumes that the reduced available funds occurred at the start of this
fiscal year and that its investment in affiliate did not exist during the year.
The pro forma does not reflect a nonrecurring charge and credit resulting from
the transaction.
(A) Lower income from interest, dividends and investments.
(B) Imputed interest on note payable arising from increase in purchase price,
based on estimated future profits.
(C) Assumes investment in affiliate did not exist.
(D) Lower tax provision on lower income.

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WELLCO ENTERPRISES, INC.
PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS
IN THOUSANDS EXCEPT FOR SHARES AND PER SHARE
FISCAL THREE MONTHS ENDED SEPTEMBER 30, 1995

Historical
September 30, Pro Forma
1995 Adjustments Pro Forma

Revenues ..................................................... $ 4,378 $ 4,378
Costs and expenses ........................................... 4,423 4,423
Dividend and interest income ................................. 88 (83)(A) 5
Net investment income ........................................ 18 (18)(A) 0
Interest expense ............................................. 17 (B) 17
Income (loss) before equity in
earnings of affiliate ..................................... 61 (57)
Equity in earnings of affiliate .............................. (122) 122 (C) 0
Loss before income taxes .................................... (61) (57)
Provision for income taxes ................................... 10 (3)(D) 7
Net loss ..................................................... $(71) $(64)

Weighted average number
of shares outstanding ..................................... 884,806 -510,424 374,382

Net loss per share ........................................... $(0.08) $(0.17)

(A) Lower income from interest, dividends and investments.
(B) Imputed interest on note payable arising from increase in purchase price,
based on estimated future profits.
(C) Assumes investment in affiliate did not exist.
(D) Lower tax provision on lower income.

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