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
                                     May 16, 1994



                            Commission file number  1-8948


                                INTELOGIC TRACE, INC.
                (Exact name of registrant as specified in its charter)

                     New York                          74-2368260          
          (State or other jurisdiction of          (I. R. S. Employer       
          incorporation or organization)          Identification No.)      


          Turtle Creek Tower I
          P. 0. Box 400044, San Antonio, Tx.           78229-8415     
          (Address of principal executive offices)     (Zip Code)     

                                    210-593-5700                    
                 (Registrant's telephone number, including area code)
             

                                                                           
                                                           

          Item 5.  Other Events

          On Friday, May  13, 1994,  Intelogic Trace, Inc.  issued a  press
          release which announced that a settlement had been reached in two
          shareholder derivative  lawsuits brought  against certain of  the
          company's present  and former  directors which alleged  breach of
          fiduciary  duties   in  connection  with   certain  transactions.
          Although the defendants expressly disclaim and deny any liability
          or wrongdoing with respect to the allegations in these  lawsuits,
          a  settlement had been reached  in order to  avoid the additional
          expense,  burden,  inconvenience  and  distraction  of  continued
          litigation.  

          Pursuant to the  Settlement Agreement, which is subject  to Court
          approval,  I T will receive $2.4 million less attorneys' fees and
          expenses  (not  to exceed  $800,000) awarded  by  the Court.   In
          addition,   within  six  months of the  time that the  settlement
          becomes  final, I  T's Board  of Directors  agreed to (a)  form a
          committee to investigate all ways to  maximize the value of I T's
          investment in  Datapoint Corporation  and (b) adopt  a resolution
          requiring approval of the Board of  Directors for all investments
          of I T  funds in excess of $5  million.  The cash portion  of the
          settlement is  fully  covered  by  I  T's  director  and  officer
          liability insurance.



                                      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.

                                        INTELOGIC TRACE, INC.              
                           


          Date:  May 16, 1994      By:
                                        Philip D. Freeman  
                                        Senior Vice President,
                                        General Counsel and Secretary