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)
                        September 4, 1996


                   AMERICAN WHITE CROSS, INC.                   
- ----------------------------------------------------------------
     (Exact name of registrant as specified in its charter)



          Delaware               0-20240         06-1342417     
- ----------------------------  -------------  -------------------
(State or other jurisdiction  (Commission    (I.R.S. Employer
of incorporation)             File Number)   Identification No.)


          349 Lake Road
          Dayville, Connecticut                       06241   
- ----------------------------------------           -----------
(Address of principal executive offices)           (Zip Code)


Registrant's telephone number, including area code 860-774-8541
                                                   ------------

Total number of sequentially numbered pages in this filing,
including exhibits hereto:  5.


Exhibit Index is on page 4.

                              -2-



Item 5.  Other Events.
         ------------

          On September 4, 1996, American White Cross, Inc., a
Delaware corporation (the "Company"), announced that the
Company's Common Stock, $.01 par value (the "Common Stock"),
began trading on Nasdaq Smallcap Market under the ticker symbol
AWCIQ.  Previously, the Common Stock was traded on the Nasdaq
National Market under the same symbol.  The change was made
because the Company does not currently meet the minimum bid
price requirements of the Nasdaq National Market.

          A copy of a press release issued by the Company on
September 4, 1996 is attached hereto as Exhibit 99 and is
incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.
         ---------------------------------

          (c)  Exhibits.

               Exhibit No.         Description
               ----------          -----------

               99                  Press release dated 
                                   September 4, 1996

                              -3-



                          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 hereunto
duly authorized.

                              AMERICAN WHITE CROSS, INC.


Dated:  September 4, 1996     By:   /s/ Scott Vertrees
                                    -----------------------------
                                    Scott Vertrees
                                    Vice Chairman

                              -4-



                         EXHIBIT INDEX


Number         Description                             Page
- ------         -----------                             ----

  99           Press release dated September 4, 1996     5