U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT

       PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): SEPTEMBER 5,1997





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


         FLORIDA                        0-22904                  59-2971472
- -----------------------------   -------------------------   --------------------
(State or other jurisdiction     (Commission File Number)       (IRS Employer
    of incorporation)                                        Identification No.)
                                                                                

                8493 BAYMEADOWS WAY, JACKSONVILLE, FLORIDA 32256
               (Address of principal executive offices) (Zip code)


                                       N/A
          (Former name or former address, if changed since last report)




       Registrant's telephone number, including area code: (904) 737-1367



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Item 5.  Other Events

         On September 5, 1997, the Company sold an aggregate of 90,000 shares of
Common  Stock  to three  entities  in a  transaction  exempt  from  registration
pursuant to Section 4(2) of the Securities Act of 1933, as amended. These shares
were sold at a price of $22.50 per share and the Company derived net proceeds of
$2,025,000.

Item 7.  Financial Statements and Exhibits.

         (a)      Exhibits


4.1         Form of Warrant issued September 5, 1997 to Mr. Jack Ferraro.


Item 9.  Sales of Equity Securities Pursuant to Regulation S

         On September 5, 1997,  the Company sold an aggregate of 900,000  shares
of Common Stock to overseas investors in a transaction pursuant to Regulation S.
The Banca del  Gottardo,  a Swiss bank  headquartered  in  Lugano,  Switzerland,
placed the shares for the Company. The shares were sold at a price of $22.50 per
share,  and the Company derived net proceeds of $19,035,000.  The Company paid a
commission of 6% or $1,215,000 to the Banca del Gottardo.

         In connection  with the offering  pursuant to Regulation S, the Company
issued on September 5, 1997 a warrant to purchase 180,000 shares of Common Stock
to Mr.  Jack  Ferraro  who acted on behalf of the  Company.  The Company did not
receive any cash consideration for the warrant. The warrant is exercisable until
September 5, 2002, at $22.50 per share. The warrant provides for registration of
the underlying shares of Common Stock in certain circumstances.  The warrant was
issued pursuant to the exemption from  registration  afforded by Section 4(2) of
the Securities Act of 1933, as amended.





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                                    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.


Dated:   September 22, 1997          PARKERVISION, INC.



                                     By:      /s/ Jeffrey Parker
                                        ---------------------------------------
                                                 Jeffrey Parker   
                                        Chief Executive Officer and President



                                     By:      /s/ Cynthia L. Poehlman
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                                                Cynthia L. Poehlman
                                        Controller and Chief Accounting Officer



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