U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 10-QSB



[x]   Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934.

      FOR THE QUARTERLY PERIOD ENDED MAY 31, 1999.


[ ]   Transition report under Section 13 or 15(d) of the Exchange Act.

      For the transition period from _______________ to _______________


Commission file number                0-23902
                       ---------------------------------------------------------

                                    IPI, INC.
--------------------------------------------------------------------------------
      (Exact Name of Small Business Issuer as Specified in its Charter)


      MINNESOTA                             41-1449312
--------------------------------------------------------------------------------
      (State or Other Jurisdiction of       (I.R.S. Employer Identification No.)
      Incorporation or Organization)

      15155 TECHNOLOGY DRIVE
      EDEN PRAIRIE, MN 55344
--------------------------------------------------------------------------------
      (Address of Principal Executive Offices)


                                 (612) 975-6200
--------------------------------------------------------------------------------
      (Issuer's Telephone Number, Including Area Code)


                                 NOT APPLICABLE
--------------------------------------------------------------------------------
      (Former Name, Former Address and Former Fiscal Year, If Changed Since
      Last Report)



      Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

Yes __X__  No _____


      As of July 6, 1999, there were 4,734,087 Common Shares outstanding.


                                  Page 1 of 12
<PAGE>


                                    IPI, INC.
                                Table of Contents


                                                                            Page
                                                                            ----

PART I. FINANCIAL INFORMATION

      Item 1.       Financial Statements (Unaudited)

                    Condensed Consolidated Balance Sheets as of May 31,
                    1999 and November 30, 1998.                             3

                    Condensed Consolidated Statements of Operations and
                    Comprehensive Income for the Three and Six Months
                    Ended May 31, 1999 and May 31, 1998.                    4

                    Condensed Consolidated Statements of Cash Flows for
                    the Six Months Ended May 31, 1999 and May 31,
                    1998.                                                   5

                    Notes to Condensed Consolidated Financial
                    Statements.                                             6

      Item 2.       Management's Discussion and Analysis of Financial
                    Condition and Results of Operations.                    7-9



PART II. OTHER INFORMATION

      Item 1.       Legal Proceedings                                       9

      Item 2.       Changes in Securities                                   9

      Item 3.       Defaults Upon Senior Securities                         9

      Item 4.       Submission of Matters to Vote of Security Holders       9-10

      Item 5.       Other Information                                       10

      Item 6.       Exhibits and Reports of Form 8-K                        10

      Signatures                                                            10


                                       2
<PAGE>


PART I. FINANCIAL INFORMATION
ITEM 1.

                           IPI, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                        May 31, 1999     November 30,
                                                                         (Unaudited)         1998
                                                                        ------------     ------------
<S>                                                                     <C>              <C>
                                     ASSETS
CURRENT ASSETS:
      Cash and cash equivalents                                         $  1,696,000     $  3,828,000
      Short-term investments                                               2,645,000        1,340,000
      Marketable equity securities                                         6,871,000        4,631,000
      Trade accounts receivable                                            1,240,000        1,225,000
      Current maturities of notes receivables, net of allowance for
            doubtful accounts of $159,000 and $205,000                       791,000          746,000
      Inventories                                                            330,000          393,000
      Prepaid expenses and other                                              49,000           92,000
      Deferred income taxes                                                  718,000          789,000
                                                                        ------------     ------------

            Total current assets                                          14,340,000       13,044,000
                                                                        ------------     ------------

PROPERTY AND EQUIPMENT:
      Property and equipment                                               1,636,000        1,522,000
      Less - Accumulated depreciation                                       (930,000)        (961,000)
                                                                        ------------     ------------
            Property and equipment, net                                      706,000          561,000

NOTES RECEIVABLE, net of current maturities and allowance for
      doubtful accounts of $666,000 and $648,000                           1,154,000        1,139,000
GOODWILL AND OTHER INTANGIBLES, net of accumulated
      amortization of $1,512,000 and $1,395,000                            3,274,000        3,157,000
                                                                        ------------     ------------

                                                                        $ 19,474,000     $ 17,901,000
                                                                        ============     ============


                      LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
      Accounts payable                                                  $    775,000     $    534,000
      Accrued compensation                                                   149,000          296,000
      Accrued financing liabilities                                          200,000          200,000
      Deferred revenues                                                      362,000           14,000
      Other accrued liabilities                                              513,000          564,000
                                                                        ------------     ------------
            Total current liabilities                                      1,999,000        1,608,000
                                                                        ------------     ------------

LONG-TERM CAPITAL LEASE OBLIGATIONS                                          174,000           51,000

SHAREHOLDERS' EQUITY:
      Common Stock, $.01 par value, 15,000,000 shares authorized:
            4,734,087 shares issued and outstanding                           47,000           47,000
      Additional paid-in capital                                          15,584,000       15,584,000
      Retained earnings                                                    1,818,000          900,000
      Unrealized (loss) on marketable securities available for sale,
            net of related income tax effects                               (148,000)        (289,000)
                                                                        ------------     ------------

            Total shareholders' equity                                    17,301,000       16,242,000
                                                                        ------------     ------------

                                                                        $ 19,474,000     $ 17,901,000
                                                                        ============     ============
</TABLE>


        The accompanying notes are an integral part of these consolidated
                                balance sheets.

                                       3
<PAGE>


                           IPI, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                            AND COMPREHENSIVE INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                           Three Months Ended             Six Months Ended
                                                                May 31,                        May 31,
                                                      ---------------------------    ---------------------------
                                                          1999            1998           1999            1998
                                                          ----            ----           ----            ----
<S>                                                   <C>             <C>            <C>             <C>
REVENUES:
      Royalty fees                                    $ 1,241,000     $ 1,195,000    $ 2,195,000     $ 2,182,000
      Printing equipment, supplies and services           973,000       1,012,000      1,850,000       2,074,000
      Finance and other income                            468,000         434,000        730,000         679,000
                                                      -----------     -----------    -----------     -----------

      Total revenues                                    2,682,000       2,641,000      4,775,000       4,935,000
                                                      -----------     -----------    -----------     -----------
COSTS AND EXPENSES:
      Cost of sales                                       753,000         797,000      1,409,000       1,630,000
      Selling, general and administrative expenses        962,000         903,000      1,718,000       1,690,000
      Amortization of goodwill                             59,000          57,000        117,000         115,000
                                                      -----------     -----------    -----------     -----------

      Total costs and expenses                          1,774,000       1,757,000      3,244,000       3,435,000
                                                      -----------     -----------    -----------     -----------

      Income before provision for income taxes            908,000         884,000      1,531,000       1,500,000

PROVISION FOR INCOME TAXES                                363,000         327,000        612,000         555,000
                                                      -----------     -----------    -----------     -----------

NET INCOME                                            $   545,000     $   557,000    $   919,000     $   945,000
                                                      ===========     ===========    ===========     ===========

BASIC AND DILUTED EARNINGS PER
      COMMON SHARE                                    $      0.11     $      0.12    $      0.19     $      0.20
                                                      ===========     ===========    ===========     ===========
WEIGHTED AVERAGE NUMBER OF
      COMMON AND COMMON SHARE
      EQUIVALENTS OUTSTANDING

      - BASIC                                           4,734,000       4,734,000      4,734,000       4,734,000
                                                      ===========     ===========    ===========     ===========

      - DILUTED                                         4,734,000       4,746,000      4,734,000       4,745,000
                                                      ===========     ===========    ===========     ===========
OTHER COMPREHENSIVE INCOME,
      NET OF TAX (NOTE 1):
      Net Income                                      $   545,000     $   557,000    $   919,000     $   945,000
      Unrealized gain (loss) on marketable
            securities available for sale, net of
            related income tax effects                   (148,000)         56,000       (148,000)         56,000
                                                      -----------     -----------    -----------     -----------
      Total Comprehensive Income                      $   397,000     $   613,000    $   771,000     $ 1,001,000
                                                      ===========     ===========    ===========     ===========
</TABLE>


 The accompanying notes are an integral part of these consolidated statements.

                                       4
<PAGE>


                           IPI, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                      Six Months Ended
                                                                                           May 31,
                                                                                 ---------------------------
                                                                                     1999            1998
                                                                                 -----------     -----------
<S>                                                                              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net Income                                                                 $   919,000     $   945,000
      Adjustments to reconcile net income to net cash provided by
           operating activities -
                  Depreciation and amortization                                      210,000         205,000
                  Net change in other operating items:
                        Trade accounts receivable                                    (15,000)       (138,000)
                        Inventories                                                   76,000           4,000
                        Prepaid expenses and other                                    52,000          (8,000)
                        Accounts payable, accrued liabilities and other              335,000        (111,000)
                                                                                 -----------     -----------

                              Net cash provided by operating activities            1,577,000         897,000
                                                                                 -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Purchase of business assets of Regency Printing                               (431,000)             --
      Purchase of marketable equity securities                                    (2,029,000)             --
      Purchase of short-term investments, net                                     (1,305,000)       (640,000)
      Purchase (sale) of property and equipment, net                                 116,000        (151,000)
      Change in notes receivable, net                                                (60,000)        719,000
                                                                                 -----------     -----------
                              Net cash provided by (used for) investing
                                    activities                                    (3,709,000)        (72,000)
                                                                                 -----------     -----------

                              Increase (decrease)in cash and cash equivalents     (2,132,000)        825,000
                                                                                 -----------     -----------

CASH AND CASH EQUIVALENTS, beginning of period                                     3,828,000       1,294,000
                                                                                 -----------     -----------

CASH AND CASH EQUIVALENTS, end of period                                         $ 1,696,000     $ 2,119,000
                                                                                 ===========     ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
      Income taxes paid                                                          $   641,000     $   513,000
                                                                                 ===========     ===========

      Equipment acquired under a capital lease                                   $   255,000     $        --
                                                                                 ===========     ===========
</TABLE>


  The accompanying notes are an integral part of these consolidated statements.

                                       5
<PAGE>


                           IPI, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.    BASIS OF PRESENTATION

      The accompanying interim condensed consolidated financial statements of
      IPI, Inc. ("IPI" or the "Company") and its wholly owned subsidiaries,
      Insty-Prints, Inc. ("Insty-Prints") and IPI Holdings, LLC and Texas IPI,
      L.P., are unaudited; however, in the opinion of management, all
      adjustments necessary for a fair presentation of such financial statements
      have been reflected in the interim periods presented. Such adjustments
      consisted only of normal recurring items and all intercompany transactions
      have been eliminated in consolidation. The significant accounting
      policies, certain financial information and footnote disclosures which are
      normally included in financial statements prepared in accordance with
      generally accepted accounting principles, but which are not required for
      interim reporting purposes, have been condensed or omitted. The operating
      results for the interim periods presented are not necessarily indications
      of the operating results to be expected for the full fiscal year. The
      accompanying financial statements of the Company should be read in
      conjunction with the Company's audited financial statements for the years
      ended November 30, 1998 and 1997 and the notes thereto, included in the
      Company's Form 10-KSB.

      In August 1997 and in February and April 1999, marketable equity
      securities were purchased to enhance returns on cash funds. In accordance
      with Statement of Financial Accounting Standards No. 115, Accounting for
      Certain Investments in Debt and Equity Securities, these securities are
      shown on the balance sheet at market value and unrealized gains (losses)
      are reflected as a separate component of shareholders equity, net of
      related income taxes.

      In fiscal year 1999, the Company adopted SFAS No. 130 "Reporting
      Comprehensive Income," which establishes new rules for the reporting and
      presentation of comprehensive income and its components in a full set of
      financial statements. The Company's comprehensive income is comprised of
      net income and unrealized gains (losses) on marketable securities held for
      resale. The adoption of SFAS No. 130 had no impact on the Company's net
      income or total shareholders' equity. Prior to the adoption of SFAS No.
      130, unrealized gains (losses) on marketable securities held for resale
      were reported separately in the statement of shareholders' equity. The
      comprehensive income amounts in the prior fiscal years' financial
      statements have been reclassified to conform to SFAS No. 130.

      The Company is principally engaged in one business segment--the
      franchising and servicing of business printing centers under the trade
      name of Insty-Prints(R).

2.    ACQUISITION

      In April 1999, Texas IPI, L.P. purchased the printing related assets and
      assumed the facility and printing equipment leases of Regency Plaza
      Printing and Office Supplies, Inc. (Regency), located in Dallas, Texas.
      The cash purchase includes $234,000 of goodwill that is being amortized on
      a straight line basis over fifteen (15) years. The assets purchased
      include furniture, computers, leasehold improvements, customer list and
      various printing equipment items. Leases assumed were primarily for
      presses, copiers and related printed equipment and the business facility.
      The operations of Texas IPI, L.P. are included in the IPI Statement of
      Operations from the date of acquisition.


                                       6
<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

      As of May 31, 1999, the Company operated two Company-owned print
businesses and through its wholly-owned subsidiary, Insty-Prints, had 241
franchise locations.

RESULTS OF OPERATIONS

      The following table sets forth certain statement of operations data as a
percentage of sales for the periods indicated:

<TABLE>
<CAPTION>
                                                          Quarter Ended          Six Months Ended
                                                              May 31,                 May 31,
                                                        ------------------      ------------------
                                                         1999        1998        1999        1998
                                                         ----        ----        ----        ----
<S>                                                      <C>         <C>         <C>         <C>
Revenues:
      Royalty fees                                       46.3%       45.3%       46.0%       44.2%
      Printing equipment, supplies and services          36.3        38.3        38.7        42.0
      Finance and other income                           17.4        16.4        15.3        13.8
                                                        -----       -----       -----       -----

      Total revenues                                    100.0       100.0       100.0       100.0
                                                        -----       -----       -----       -----
Costs and expenses:
      Costs of sales                                     28.0        30.2        29.5        33.0
      Selling, general and administrative expenses       35.9        34.2        36.0        34.3
      Amortization of goodwill                            2.2         2.1         2.4         2.3
                                                        -----       -----       -----       -----

      Total costs and expenses                           66.1        66.5        67.9        69.6
                                                        -----       -----       -----       -----

Income before provision for income taxes                 33.9        33.5        32.1        30.4
Provision for income taxes                               13.6        12.4        12.8        11.2
                                                        -----       -----       -----       -----

Net income                                               20.3%       21.1%       19.3%       19.2%
                                                        =====       =====       =====       =====
</TABLE>

FOR THE QUARTERS AND SIX MONTHS ENDED MAY 31, 1999 AND 1998

      Revenues. Total revenues for the three months ended May 31, 1999,
consisting of royalties, sales of printing equipment, supplies and services,
franchise fees and finance and other income, totaled $2,682,000, an increase of
$41,000 or 0.2% compared to the three months ended May 31, 1998. Total revenues
for the six months ended May 31, 1999, of $4,775,000 were $160,000 or 3.2% below
the six months ended May 31, 1998.

      Royalty revenue increased to $1,241,000 in the second quarter of 1999 from
$1,195,000 in 1998. For the six months ended May 31, 1999, royalty revenue was
$2,195,000, an increase of $13,000 or 0.1% over the same period a year ago.
Royalty revenues would have decreased slightly in the second quarter of 1999
compared to 1998, except for a large collection of royalties in May 1999 related
to a franchisee's prior years unreported sales. The increase of royalties on
increased sales by existing franchise locations, however, was offset by reduced
royalties resulting from the number of franchised locations decreasing to 241 as
of May 31, 1999 from 258 as of May 31, 1998. Most of the store reductions were
in low-performing locations; however, there was some impact on royalty revenue.

      Sales of printing equipment, supplies and services for the second quarter
of 1999 decreased to $973,000 from $1,012,000 for 1998, a decrease of 3.9%. For
the six months ended May 31, 1999, sales of products were $1,850,000 or 10.8%
below the sales of $2,074,000 for the same period a year ago. The decrease in
1999 resulted primarily from the elimination of selling certain electronic
publishing equipment, envelopes and inks.


                                       7
<PAGE>


      Finance and other income was $468,000 for the quarter ended May 31, 1999,
which is $34,000 or 7.8% greater than the same quarter a year ago. For the six
months ended May 31, 1999, finance and other income was $730,000 or 7.5% more
than the $679,000 for the same period a year ago. For the three and six month
periods of 1998, the increased revenues were primarily due to investing in
higher yielding investments and an increased level of invested funds. Overall,
franchise fee revenues are not significant in 1999 or 1998 due to the Company's
emphasis during such periods on increasing existing franchise location sales and
growth through acquisitions.

      Cost of Sales. Cost of sales decreased to $753,000 for the second quarter
of 1999 from $797,000 for 1998, a decrease of 5.5% for the quarter. The decrease
in the second quarter is the result of a related decrease in sales of printing
and electronic publishing equipment. Six month cost of sales amounts totaled
$1,409,000 in 1999, compared to $1,630,000 in 1998, a decrease of $221,000 or
13.6%, relating primarily to sales decreases. Average margins in products and
services increased to 23.9% for the six month period of 1999 compared to 21.4%
for the six month period ended May 31, 1998 due to the elimination of selling
certain low margin products and generally improved margins on a number of other
product lines.

      Selling, General and Administrative Expenses. Selling, general and
administrative expenses were $962,000 for the second quarter 1999 compared to
$903,000 for 1998, an increase of 6.5%. Total expenses for the six months ended
May 31, 1999 were $1,718,000 compared to $1,690,000 for 1998, representing a
1.7% increase. Expenses increased due to general inflationary increases.

      Provision for Income Tax. The Company's effective combined federal and
state income tax rate is estimated to be 40% for 1999 compared to 37% for 1998
due primarily to increases in state income tax obligations.

LIQUIDITY AND CAPITAL RESOURCES

      During the six months ending May 31, 1999, the Company generated
$1,555,000 from operating activities, an increase of $658,000 from $897,000 of
funds provided from operating activities for the six month period of 1998. The
increase in funds provided from operating activities was primarily attributable
to an increase in accounts payable and a decrease in inventories, offset by a
decrease in net income.

      The Company has no bank debt or credit facility. Operations are funded
from cash generated by the business.

      Franchise owners may finance their equipment purchases through a
$6,000,000 equipment financing facility established with U. S. Bank (formerly
First Bank Systems) by the Company for the benefit of the franchise owners. This
facility is guaranteed by IPI and Insty-Prints, whose contingent liability under
this agreement is capped at $2,400,000 annually. A loss reserve of $200,000 is
recorded on the balance sheet at May 31, 1999, representing estimated losses on
these guarantees, net of equipment value. The aggregate balance outstanding
under this facility as of May 31, 1999 was approximately $2,330,000.

      The Insty-Prints' franchise business is not highly seasonal, and franchise
owners' sales generally follow overall economic trends. The business is not
impacted materially by inflation.

YEAR 2000 COMPLIANCE

      The Company has adopted a plan to achieve Year 2000 compliance and an
assessment of its internal systems has essentially been completed. Most desktop
computers are Macintosh-based and are Year 2000 compliant, as well as the
software utilized. Those desktop systems not compliant will be upgraded to new
systems that are Year 2000 compliant by the third quarter of 1999. Software
updates to the Company's mainframe systems are substantially complete and
expected to be finalized by the end of the second quarter of 1999. The vendor
supplying the Point of Sale system used by most franchisees has verified that
the system is Year 2000 compliant. The Company has completed an analysis of its
vendor relationships in which the risk of each vendor's non-compliance with Year
2000 was assessed. Survey letters were sent to major vendors in mid-year 1998 to
ascertain the status of each vendor's Year 2000 compliance. The survey process
of vendors has essentially been completed and will be monitored on an ongoing
basis. Total costs associated with the Year 2000 compliance project are expected
to be less than $50,000.


                                       8
<PAGE>


      The Company provided its franchisees an assessment guide in October 1998,
which serves as a step-by-step planning document for their use addressing Year
2000 compliance. Most of the primary equipment used by franchisees is not date
sensitive nor does it contain embedded chips.

      The Company does not have vendor or customer relationships in which
critical data is exchanged electronically. The Company would suffer if a service
provider such as a telecommunications or utility vendor was not Year 2000
compliant and their respective service was interrupted or terminated. In such a
case, the Company would be required to revert to its disaster recovery plan for
the specific issue. If a large number of vendors that provide product to our
franchisees were not compliant and unable to provide our franchisees products,
it is likely that the Company would recognize a material reduction of royalties
from the franchisees' lost sales.

      To date, the Company has not identified any suppliers who do not plan to
be Year 2000 compliant; this analysis is ongoing. If non-compliant vendors are
identified, the Company intends to develop appropriate contingency plans.

      While the Company believes its planning efforts are adequate to address
its Year 2000 concerns, the Year 2000 readiness of the Company's suppliers and
business partners may lag behind the Company's efforts. Although the Company
does not believe that the Year 2000 matters discussed above will have a material
impact on its business, financial condition and results of operations, it is
uncertain as to what extent the Company may be affected by such matters.

FORWARD LOOKING STATEMENTS

      Except for historical financial information , the information contained in
this quarterly report constitute forward-looking statements and are based on
management's goals, estimates, assumptions and projections. Important factors
could cause results to differ materially from those expected by management. Some
of these factors, such as increased competition from other business printing
centers or reduced demand for printed media could decrease sales by franchised
locations and decrease sales of products to franchisees by the Company. This
would reduce royalty revenue from franchised locations and sales of products to
such locations by the Company, thus reducing revenues and profits.

      Due to factors noted above and elsewhere in this quarterly report, the
Company's future earnings and Common Stock price may be subject to volatility.
Any shortfall in revenue or earnings from anticipated levels could have a
significant effect on the trading price of the Company's Common Stock in any
given period.


PART II.  OTHER INFORMATION


Item 1.     Legal Proceedings

            The Company and its subsidiary are involved in various legal
            proceedings arising in the normal course of business, none of which
            is expected to result in any material loss to the Company or its
            subsidiary.

Item 2.     Changes in Securities

            Not applicable.

Item 3.     Defaults Upon Senior Securities

            Not applicable.

Item 4.     Submission of Matters to Vote of Security Holders

            On approximately April 5, 1999, proxy statements were mailed to the
            holders of record of 4,734,087 shares of common stock to solicit
            proxies in connection with the Annual Meeting of Shareholders on May
            10, 1999. Two proposals were submitted to a vote of shareholders, as
            follows:

            (a)   Election of Directors--all current directors (Robert J.
                  Sutter, Dennis M. Mathisen, Irwin L. Jacobs, Daniel T.
                  Lindsay, Dr. Kenneth J. Roering and Howard Grodnick) were
                  elected to terms of one year with 4,558,187 shares voting yes.


                                       9
<PAGE>


            (b)   Ratification and Appointment of Independent Auditors. Arthur
                  Andersen LLP were auditors for the fiscal year ended November
                  30, 1998 and the Company has selected them as auditors for the
                  year ending November 30, 1999.

                  The appointment of Arthur Andersen LLP as auditors for fiscal
                  year 1999 was approved by a vote of the shareholders with
                  4,559,687 voting yes, zero shares voting no and zero shares
                  withheld.

Item 5.     Other Information

            Not applicable.

Item 6.     Exhibits and Reports on Form 8-K                                Page
                                                                            ----
            (a)   Exhibits.

                  *11  Statement Re: Computation of per share earnings       11
                  *27  Financial Data Schedule                               12

            (b)   Reports on Form 8-K.

                  On May 7, 1999, an informational Form 8-K was filed related to
                  the acquisition of the business printing assets of Regency
                  Plaza Printing and Office Supplies, Inc. located in Dallas,
                  Texas.


                  ----------------------------
                  *Filed herewith


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.


Dated: July 8, 1999            IPI, Inc.


                               By:  /S/ Robert J. Sutter
                                    --------------------------------------------
                                    Robert J. Sutter
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)


                               By:  /S/ David M. Engel
                                    --------------------------------------------
                                    David M. Engel
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


                                       10