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 (Date of earliest event reported):  July 23, 1996
   
   
   
              OSBORN COMMUNICATIONS CORPORATION             
     (Exact name of registrant as specified in charter)
   
   
   
   State of Delaware       1-8309                 06-1142367
     (State or other    (Commission              (IRS Employer
     jurisdiction of    File Number)          Identification No.)
     incorporation)
   
   
   
   130 Mason Street, Greenwich, CT                     06830
     (Address of principal executive offices)       (Zip Code) 



   Registrant's telephone number, including area code: (203) 629-0905



                          Not Applicable                      
   (Former name or former address, if changed since last report)
   

   Item 5.     Other Events.
   
             On July 23, 1996, Osborn Communications
             Corporation, a Delaware corporation (the "Company"),
             entered into an Agreement and Plan of Merger (the
             "Merger Agreement") with OCC Holding Corporation,
             a Delaware corporation ("OCC"), and OCC
             Acquisition Company, Inc., a Delaware corporation
             ("Mergeco"), pursuant to which the Company will
             merge with and into Mergeco (the "Merger").  As a
             result of the Merger, the outstanding shares of the
             Company's common stock, par value $0.01 per share
             ("Company Common Stock"), will be converted into
             the right to receive, $15.375 per share in cash.  The
             Merger is conditioned upon, among other things,
             approval by holders of a majority of the Company
             Common Stock and upon receipt of certain regulatory
             and governmental approvals.  Concurrently with the
             execution of the Merger Agreement and as security for
             liquidated damages that may be payable by Mergeco to
             the Company for Mergeco's failure to consummate the
             Merger, Mergeco has deposited in an escrow account
             with Citibank, N.A. an irrevocable letter of credit in
             favor of the Company for the sum of $5,000,000.  The
             Merger Agreement is attached as Exhibit 2 hereto and
             is incorporated herein by reference.   
   
             In addition, pursuant to a Voting Agreement dated as
             of July 23, 1996 among the Company, Mergeco and
             certain directors of the Company, each such director,
             in his individual capacity as a shareholder, has agreed 
             to vote his shares of Company Common Stock in favor of the
             Merger.  A form of the Voting Agreement is attached
             hereto as Exhibit 4 and is incorporated herein by
             reference.
   
             A copy of the Press Release issued by the Company
             relating to the Merger Agreement is attached as Exhibit
             99 and is incorporated herein by reference.
   
   Item 7.     Financial Statements, Pro Forma Financial Information
   and Exhibits.
   
   (c)         Exhibits:
   
        Exhibit Number
   (Referenced to Item 601
       of Regulation S-K)                   Description of Exhibit
   


               2           Agreement and Plan of Merger dated as of July 23,
                           1996 among OCC Acquisition Company, Inc., Osborn
                           Communications Corporation and OCC Holding
                           Corporation.
   
   
               4           Form of Voting Agreement
   
   
              99           Press Release dated July 23, 1996
   
   
                    Signatures
   
          Pursuant to the requirements of the Securities
   Exchange Act of 1934, as amended, the Registrant has duly caused
   this report to be signed on its behalf by the undersigned thereunto
   duly authorized.
   
   Date: July 26, 1996
   
                    OSBORN COMMUNICATIONS CORPORATION
   
   
                    By:  /s/ Thomas S. Douglas          
                         Name:  Thomas S. Douglas
                         Title: Senior Vice President
                              

                              EXHIBIT INDEX




Exhibit number                                         Page Number in Rule 0-3(b)
Referenced to                                          sequential numbering system
Item 601 of                                            where Exhibit can be found 
Regulation S-K)     Description of Exhibit

                                                  
     2              Agreement and Plan of Merger 
                    dated as of July 23, 1996 
                    between OCC Acquisition Company, 
                    Inc., Osborn Communications 
                    Corporation and OCC Holding
                    Corporation.

     4              Form of Voting Agreement

     99             Press Release dated 
                    July 23, 1996