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):  January 13, 1997





                         Medcross, Inc.
     (Exact name of registrant as specified in its charter)





       Florida                      0-17973                    59-2291344
(State or other jurisdiction    (Commission File            (I.R.S. Employer
    of incorporation)                Number)               Identification No.)
       
               3227 Bennet Street North, St. Petersburg, FL 33713
                    (Address of principal executive offices)

Registrant's telephone number, including area code:  (813) 521-1793








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Item 2.  Acquisition or Disposition of Assets

     On January 13, 1997, pursuant to the terms of a Share Exchange
Agreement for the Acquisition of Family Telecommunications
Incorporated by Medcross, Inc. effective as of January 1, 1997 (the
"Exchange Agreement"), Medcross, Inc. (the "Company") acquired the
outstanding stock of Family Telecommunications Incorporated, a Utah
corporation ("FTI") from the stockholders of FTI, namely, Robert W.
Edwards, Jr. and Jerald L. Nelson.  The consideration for the
transaction consists of an aggregate of 400,000 shares of the
Company's Common Stock to be issued by the Company upon the
satisfaction of certain conditions as follows:  (i) completion of
FTI's audited financial statements for the period ended December
31, 1996 containing an unqualified audit opinion by the Company's
auditor; (ii) completion of a formal valuation of FTI and its
assets by the Company's auditor; (iii) approval of the Company's
shareholders of an amendment to the Articles of Incorporation
authorizing an increase in the number shares of Common Stock from
20 million to 50 million; and (iv) no material breach of any
representations and warrants as of the date of completion of (i)
through (iii).  The purchase price was determined based upon the
negotiated value of the assets and operations of FTI. 

     John W. Edwards, President, a Director and Chief Executive
Officer of the Company, and Robert W. Edwards, Jr., the principal
shareholder and one of the two shareholders of FTI, are brothers. 
There was no affiliation or relationship between the Company, its
affiliates, officers or directors or associates of such persons and
FTI or any of its officers, directors or stockholders prior to the
execution of the Exchange Agreement except as set forth herein.

     FTI is an FCC licensed long-distance carrier and provider of
telecommunications services.

     The above transaction was reported to the public in a press
release on January 16, 1997 which release in attached hereto as
Exhibit 99 and incorporated herein by reference.


Item 7.   Financial Statements and Exhibits

     (a); (b)  Financial Statements; Pro Forma Financial
Information.

     It is impracticable for the Company to file those financial
statements of FTI and the pro forma financial information relating
to the acquisition required to be filed pursuant to this item, as
of the date hereof.  The Company will amend this report as soon as
the required financial statements and pro forma financial
information are available so as to include them in this report, but
in no event does the Company expect that such amendment will be
filed later than March 31, 1997.
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     (c)  Exhibits
     The following exhibits are filed herewith:

2.1       Share Exchange Agreement for the Acquisition of Family
          Telecommunications Incorporated ("FTI") by Medcross, Inc.
          

99.1      Press Release dated January 16, 1997.
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                           SIGNATURES 

     Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                         Medcross, Inc.
                         (Registrant)



Dated:  January 28, 1997      By: /s/ John W. Edwards
             
                              John W. Edwards, President
                              Chief Executive Officer and Acting
                              Chief Financial Officer
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