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:  June 12, 1996
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                          ROTECH MEDICAL CORPORATION
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             (Exact name of Registrant as specified on its Charter)


          Florida                                          59-2115892
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  (State or jursidction of                             (I.R.S. Employer)
incorporation or organization)                        Identification No.)


4506 L.B. McLeod Road, Suite F. Orlando, Florida                 32811
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(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code:      (407) 841-2115
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Not Applicable
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(former name or former address, if changed since last report)


 
 
Item 5. Other Events
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FOR IMMEDIATE RELEASE
ROTECH MEDICAL CORPORATION ANNOUNCES
PRICE OFFERING OF $110 MILLION OF CONVERTIBLE SUBORDINATED DEBENTURES

ORLANDO - (BUSINESS WIRE)--MAY 24, 1996--ROTECH MEDICAL CORPORATION
(NASDAQ/NMS-ROTECH), has set the terms for its $110 million of Convertible 
Subordinated Debentures due 2003 (the "Debentures").

The Debentures will have a term of seven years and bear interest at the rate of 
5.25% per year. The Debentures will be convertible into shares of RoTech Common 
Stock, at an initial conversion price of $26.25 per share, which represents a 
23.5% premium over the Company's closing and price of the Company's Common stock
on May 23, 1996. An additional $16.5 million of Debentures may be issued solely 
to cover over-allotments. The offering is expected to close on or about May 30, 
1996.

The Debentures are being offered to qualified institutional buyers and to 
certain non-U.S. persons in reliance upon exemptions from the registration 
requirements of the U.S. Securities Laws. The Debentures have not been 
registered under the Securities Act of 1933 and may not be offered or sold in 
the United States, except pursuant to an applicable exemption from the 
Securities Act of 1933 registration requirements. This release shall not 
constitute an offer to sell or the solicitation of an offer to buy the 
Debentures. This press release is being issued pursuant to and in accordance 
with Rule 135c under the Securities Act of 1933.


 
 
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits

Press release entitled "For Immediate Release - RoTech Medical Corporation 
Prices Offering of $110 million of Convertible Subordinated Debentures dated May
24, 1996.


 
 
                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this Report on 8-K to be signed on its behalf by the 
undersigned hereunto duly authorized.


                                        RoTech Medical Corporation,
                                        a Florida Corporation


Dated: June 12, 1996                     By: /s/ Rebecca R. Irish
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                                           Rebecca R. Irish, Treasurer
                                           and Chief Financial Officer