SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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)    May 8, 1997


                         Eagle Pacific Industries, Inc.
             (Exact Name of Registrant as Specified in Its Charter)


                                    Minnesota
                 (State of Other Jurisdiction of Incorporation)


       0-18050                                           41-1642846
(Commission File Number)                   (I.R.S. Employer Identification No.)


      333 South Seventh Street
      Minneapolis, Minnesota                                55402
(Address of Principal Executive Offices)                  (Zip Code)


                                 (612) 371-9650
              (Registrant's Telephone Number, Including Area Code)


                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)






Item 5.           Other Events.

                  On May 8, 1997, Eagle Pacific Industries, Inc. (the "Company")
completed the private  placement of  $10,000,000  of  redeemable 8%  Convertible
Preferred Stock to Massachusetts  Mutual Life Insurance  Company.  The Preferred
Stock is convertible to Common Stock of the Company at $4.26 per share. Proceeds
of the  private  placement  will be  used to  further  implement  the  Company's
strategy of increasing capacity and efficiency at all three of its manufacturing
facilities in order to meet current and future demands.

Item 7.           Financial Statements and Exhibits.

                  (a)  Financial statements of businesses acquired:

                           Not Applicable

                  (b)  Pro form financial information:

                           Not Applicable

                  (c)  Exhibits:

                           See Exhibit Index on page following Signatures



                                   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 hereunto duly authorized.


                                              EAGLE PACIFIC INDUSTRIES, INC.



Date:  May 13, 1997                           By  /s/ William H. Spell
                                                  William H. Spell
                                                  Chief Executive Officer















                         EAGLE PACIFIC INDUSTRIES, INC.

                                  EXHIBIT INDEX

                           FORM 8-K Dated May 13, 1997



Exhibit Number             Description

   10.1                    Preferred  Stock  Purchase  Agreement,  Dated  May 1,
                           1997,  relating  to the  sale  by the  Registrant  of
                           10,000 shares of 8% Convertible Preferred Stock

   10.2                    Rights Agreement, Dated May 1, 1997, among the 
                           Registrant and certain investors.