UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 28, 2004

INEI CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

0-10800

52-0905854

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1419 Forest Drive, Suite 209

Annapolis, Maryland

21403-1473

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number including area code: (443) 482-3375

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On September 28, 2004, the Registrant’s Board of Directors declared an initial cash liquidating distribution of one dollar ($1.00) per share on its Common Stock and one dollar ($1.00) per share on its Class B Common Stock in each case payable on or about November 1, 2004 to the stockholders of record at the close of business on October 15, 2004. A copy of the Registrant’s press release issued October 3, 2004 is attached as Exhibit 99 to this Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

Press release issued October 3, 2004

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.


	INEI Corporation
	(Registrant)

Date: October 3, 2004	By:	/s/ Robert F. Hartman
		Robert F. Hartman
		Vice President, Secretary & Treasurer

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