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                                  UNITED STATES
                       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
                                 

                                December 22, 1998
                Date of Report (Date of earliest event reported)




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

        DELAWARE                      333-49821               38-3323099
(State or other jurisdiction         (Commission             (IRS Employer
    of incorporation)                File Number)           Identification No.)




                    275 REX BOULEVARD AUBURN HILLS, MICHIGAN
                    (Address of principal executive offices)

                                     48326
                                   (Zip Code)

                                 (248) 299-1000
              (Registrant's telephone number, including area code)




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ITEM 5. OTHER EVENTS

Effective December 26, 1998, the Company consummated its acquisition of Megatech
Engineering, Inc. ("MEI") from Johnson Controls, Incorporated, pursuant to a
stock purchase agreement dated as of December 22, 1998. Under the Stock Purchase
Agreement, a wholly owned subsidiary of MSX International, Inc. purchased one
hundred percent of the outstanding shares of MEI from Becker Group, Inc., a
wholly owned subsidiary of Johnson Controls, Inc. ("the Acquisition"). The
Company did not assume any bank debt. The total purchase price for the stock of
MEI was $30 million with $15 million paid at the closing, provided by borrowings
under the New Credit Facility. An additional $15 million is due no later than
June 30, 1999, which is expected to be provided by the proceeds from the sale of
real property acquired with the Acquisition.  The Acquisition was initially
announced via a press release on December 23, 1998, and will be accounted for
under the purchase method of accounting. A copy of the press release is attached
to this Form 8-K as Exhibit 99.

Megatech offers technical staffing and product development services specializing
in vehicle interiors, HVAC, and electrical design. Megatech's data management
and prototype capabilities include laser scanning, fixture and secondary
equipment design and construction, design verification and prototype parts.
MegaTech Academy, through collaboration with Central Michigan University, offers
a unique B.S. degree program in Vehicle Design. Founded in 1985, MegaTech has
approximately 500 employees and contractors. Its primary facilities are located
in Warren, Michigan.


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
        AND EXHIBITS

(c)     EXHIBITS

        99 Press Release issued by MSX International, Inc. on December 23, 1998.




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                                   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 hereunder duly authorized.

Dated:  January 6, 1999

MSX INTERNATIONAL, INC.


By      /s/Frederick K. Minturn
        ----------------------------
        Frederick K. Minturn
        Executive Vice President, Chief Financial Officer