SECURITIES AND EXCHANGE COMMISSION
                                    
                         Washington, D. C. 20549
                                    
                              _____________
                                    
                               FORM 8-A/A
                                    
            FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                 PURSUANT TO SECTION 12(b) OR (g) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

                       PREMARK INTERNATIONAL, INC.
          (Exact name of registrant as specified in its charter)

            Delaware                               36-3461320
(State of incorporation or organization) (IRS Employer Identification No.)

1717 Deerfield Road, Deerfield, Illinois                 60015                
(Address of principal executive offices)              (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

     Title of each class                Name of each exchange on which
     to be so registered                each class is to be registered

Common Share Purchase Rights                 New York Stock Exchange
                                             Pacific Stock Exchange


Securities to be registered pursuant to Section 12(g) of the Act:            

                      None 
                (Title of Class)
           


Item 1.  Description of Securities To Be Registered.

     Effective May 3, 1996, Premark International, Inc. (the "Company")
appointed Norwest Bank Minnesota, N.A. ("Norwest") as successor rights agent
("Rights Agent") in connection with an agreement dated as of March 7, 1989,
between the Company and Chemical Bank (formerly named Manufacturers Hanover
Trust Company), predecessor rights agent, relating to common share purchase
rights (the "Rights Agreement").  On that date, the Rights Agreement was
further amended to reflect the Norwest's presence in Minnesota.

     On March 7, 1989, the Board of Directors of the Company declared a
dividend of one common share purchase right (a "Right") for each outstanding
share of common stock, par value $1.00 per share (the "Common Shares"), of the
Company.  The dividend was paid on March 13, 1989 (the "Record Date") to the
stockholders of record on that date.  Each Right originally entitled the
registered holder to purchase from the Company one Common Share of the Company
at a price of $125 per share (the "Purchase Price"), subject to adjustment. 
As a result of a stock split effected on July 5, 1994, each Right currently
entitles the registered holder to purchase one Common Share at a Purchase
Price of $62.50.  

     The Rights Agreement,  specifying the terms of the Rights, the form of
press release announcing the declaration of the Rights, and the Certificate of
Adjustment dated as of July 5, 1994, are attached hereto as exhibits and are
incorporated herein by reference.  The foregoing description of the Rights is
qualified in its entirety by reference to such exhibits.

Item 2.  Exhibits.

Exhibit No.    Description of Document                      Location  

     1.   Rights Agreement, dated as of March 7, 1989,      Original Filing   
               between Premark International, Inc. and
          Manufacturers Hanover Trust Company
          (now named Chemical Bank), as Rights Agent, 
          which includes the form of Right Certificate as 
          Exhibit A and the Summary of Rights to 
          Purchase Common Shares as Exhibit B.

     2.   Form of press release dated March 7, 1989.        Original Filing

     3.   Certificate of Adjustment to the Rights           Form 8-A/A
          Agreement dated as of July 5, 1994.               Filed July 5, 1994

     4.   Amendment to Rights Agreement, effective          Filed herewith
          May 3, 1996.

SIGNATURE


     Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.


Dated:  May 9, 1996

                                   PREMARK INTERNATIONAL, INC.



                                   By  /s/John M. Costigan          
                                       John M. Costigan
                                       Senior Vice President, General
                                       Counsel and Secretary



EXHIBIT LIST
               
4.        Amendment to the Rights Agreement effective  
          as of May 3, 1996.