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):  Septemer 3, 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)
   


 
                                                                      2  
     
   Item 5.     Other Events.
   
             Pursuant to the terms of an Agreement and Plan of Merger dated
             July 23, 1996, among  Osborn Communications Corporation, a
             Delaware corporation (the "Company"), OCC Holding
             Corporation, a Delaware corporation, and OCC Acquisition
             Company, Inc., a Delaware Corporation ("Mergeco")(the
             "Merger Agreement"), on September 3, 1996, the Company
             received a copy of a binding equity financing commitment letter
             (the "Commitment Letter") addressed to Mergeco from Hicks,
             Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited
             partnership ("Fund III"). The terms of the commitment letter
             require Fund III to provide equity financing in the amount of
             $27.2 million to provide Mergeco a portion of the funds
             required to consummate the transactions contemplated by the
             Merger Agreement subject to the conditions set forth therein. 
             The Commitment Letter is attached as Exhibit 99 hereto 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
                                           
            99                     Commitment Letter dated September 3, 1996 
                                  from Hicks, Muse, Tate & Furst Equity Fund 
                                   III, L.P. to OCC Acquisition Company, Inc.
   
   


    
   
                                                                      3

                         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: September 9, 1996
   
                          OSBORN COMMUNICATIONS CORPORATION
   
   
                          By:  /s/Thomas S. Douglas       
                               Name:  Thomas S. Douglas
                               Title: Senior Vice President
                             

    
                                                                      4   

                         EXHIBIT INDEX
   


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

99                   Commitment Letter dated September 3,
                     1996 from Hicks, Muse, Tat e& Furst
                     Equity Fund III, L.P. to OCC
                     Acquisition Company, Inc.