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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                   _________________________________________



                                   FORM 8-K

                      PURSUANT TO SECTION 13 OR 15 (d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934



      Date of Report:   October 18, 1996



                               OMNI U.S.A., INC.
                               -----------------
            (Exact name of registrant as specified in its charter)



       Nevada                     0-17493               88-0237223
       ------                     -------               ----------
       (State of                  (Commission           (IRS Employer
       Incorporation)             File Number)          Identification No.)
 

                     7502 Mesa Road, Houston, Texas  77028
         _____________________________________________________________
                    (Address of Principal Executive Offices)



      Registrants telephone number, including area code:  (713) 635-6331
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                               OMNI U.S.A., INC.



     Item 1.  Changes in Control of Registrant.

              NONE.

     Item 2.  Acquisitions or Disposition of Assets.

              On October 4, 1996, the Company acquired 100% of the common stock
              of Butler Products Corporation ("BPC"), a Kentucky corporation
              located in Butler, Kentucky. BPC is a manufacturer of stabilizer
              and landing gear jacks and trailer products sold to manufacturers
              and distributors of heavy duty trailers. The stock was purchased
              from the sole shareholders of BPC, Messrs. Frank E. Jakubec and
              Dennis W. Swim, who were unaffiliated with the Company at the time
              of acquisition. Terms of the transaction included payments to the
              shareholders of BPC of $225,000 in cash, $500,000 in junior
              subordinated notes due in 2003, and 150,000 shares of common stock
              of the Company. BPC has been engaged in the business of
              manufacturing jack and trailer products for over 40 years. The
              Company intends to utilize the assets of BPC to continue in that
              business.

     Item 3.  Bankruptcy or Receivership.

              NONE.

     Item 4.  Changes in Registrant's Certifying Accountant.

              NONE.
 
     Item 5.  Other Events.

              NONE.

     Item 6.  Resignation of Registrant's Directors.

              NONE.
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     Item 7.  Financial Statements & Exhibits.
                
              It is currently impracticable to provide all of the required
              historical and pro forma financial information. The Company will
              provide the required historical and pro forma financial
              information as soon as possible, but in any event, not later than
              December 15, 1996.
              
              For the eight months ended August 31, 1996, unaudited summary 
              income statement data for Butler Products Corporation included:
    

              Net Sales                              $1,926,455
              Cost of Goods                           1,601,693
                                                     ----------
              Gross Margin                              324,762
              Operating expenses                        213,862
                                                     ----------
              Operating income                          110,900
 
              As of August 31, 1996, unaudited summary balance sheet data for 
              Butler Products Corporation included:

              Current assets     $ 787,878    Current liabilities    518,813
              Net fixed assets     297,078    Long-term liabilities  309,068
                                 ---------                           -------

                                              Stockholders' equity   257,075
                                              Total liabilities and
              Total assets       1,084,956    stockholders' equity 1,084,956

    
              Exhibits include:

              10.9  Butler Products Corporation Share Purchase Agreement dated
              October 1, 1996, together with exhibits as follows:
                   -Junior Subordinated Promissory Note to Frank E. Jakubec
                   -Junior Subordinated Promissory Note to Dennis W. Swim
                   -Employment Agreement between Butler Products Corporation
                    and Frank E. Jakubec
                   -Employment Agreement between Butler Products Corporation
                    and Dennis W. Swim
                   -Noncompetition Agreement between Butler Products Corporation
                    and Frank E. Jakubec
                   -Noncompetition Agreement between Butler Products Corporation
                    and Dennis W. Swim
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                               OMNI U.S.A., INC.


     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 thereunto duly authorized.



                                                   OMNI U.S.A., INC.
                                                   -----------------
                                                     (Registrant)



     Date:    October 18, 1996                     By:  /s/  Robert S. Moore II
                                                   ----------------------------
                                                   Robert S. Moore II
                                                   Executive Vice President &
                                                   Chief Financial Officer