UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington D.C. 20549
                                    ---------

                                    FORM 8-K

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934



Date of Event     November 15, 1996    Commission File Number     0-28524

                              HIREL HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)


                         Delaware                           65-0666239
            (State or other jurisdiction of              (I.R.S. Employer
            incorporation or organization)              Identification No.)


            650 SW 16th Terrace
                Pompano Beach, Florida                         33069
            (Address of principal executive offices)        (Zip code)


Registrant's telephone number, including area code:         (954) 942-5390
                                                        ------------------------











HIREL HOLDINGS, INC.
- ------------------------------------------------------------------------------


ITEM 5.  OTHER EVENTS
- ------------------------------------------------------------------------------




On November  15, 1996,  Hirel  Holdings,  Inc.  [the  "Company"]  entered into a
non-binding  letter of intent with Marine Power,  Inc., a Louisiana  corporation
["MPI"] to acquire all of MPI's assets subject to certain specified liabilities.
Subject to the execution by the parties of a definitive Asset Purchase Agreement
that will include  customary and  appropriate  representations,  warranties  and
indemnities,  the Company,  in consideration for the business of MPI, will issue
an aggregate of 390,000 shares of the Company's  Common Stock. MPI is engaged in
manufacturing  and marketing  marine  engines for the  aftermarket  and original
equipment manufacturers.

Although  the  Company  has not  entered  into any  other  letters  of intent or
agreements to acquire the business or assets of any other entities,  the Company
may seek  acquisitions of other businesses  which will compliment  and/or expand
its present  product line.  No  assurances  are made that the Company will enter
into any other letters of intent or that any acquisitions will be made.








SIGNATURES
- ------------------------------------------------------------------------------




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 thereunto duly authorized.

                                   HIREL HOLDINGS, INC.


Date:  December 13, 1996           By:/s/ Vincent Montelione
                                      ----------------------
                                    Vincent Montelione, President