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): October 22, 1998
Exact name of registrant as specified in its chapter: Computer Devices, Inc.
State or other jurisdiction of incorporation: Maryland
Commission file number: 0-8995
IRS Employer Identification Number: 04-2446436
Address of principal executive offices: 100 Crescent Road, Needham, MA 02494
Registrant's telephone number, including area code: 781-455-8642
Former name or former address, if changed since last report:
INFORMATION TO BE INCLUDED IN THE REPORT
Item 4. Changes in Registrant's Certifying Accountant.
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On October 22, 1998 Arthur Andersen LLP declined to stand for re-
election as the registrant's principal independent accountant.
The principal accountant's reports on the registrant's financial
statements for the past two years did not contain an adverse
opinion or disclaimer of opinion and were not modified as to
uncertainty, audit scope or accounting principles, except that
the report dated February 19, 1998 included in the registrant's
Form 10-KSB for the year ended December 31, 1997 was qualified
with respect to the registrant's ability to continue as a going
concern.
During the two most recent fiscal years and any subsequent
interim period, there were no disagreements with the registrant's
former accountant, whether or not resolved, on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not
resolved to the former accountant's satisfaction, would have
caused it to make reference to the subject matter of the
disagreement(s) in connection with its report.
During the two most recent fiscal years and any subsequent
interim period, the registrant's former accountant did not advise
the registrant that:
1. internal controls necessary to develop reliable financial
statements did not exist; or
2. information had come to the attention of the former
accountant which made the accountant unwilling to rely on
management'' representations, or unwilling to be associated with
the financial statements prepared by management; or
3. the scope of the audit should be expanded significantly, or
information had come to the accountant's attention that the
accountant had concluded would, or if further investigated might,
materially impact the fairness or reliability of a previously
issued audit report or the underlying financial statements, or
the financial statements issued or to be issued covering the
fiscal period(s) subsequent to the date of the most recent
audited financial statements (including information that might
preclude the issuance of an unqualified audit report), and the
issue was not resolved to the accountant's satisfaction prior to
its declination.
Item 7. Financial Statements and Exhibits.
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a. Exhibits:
Exhibit 16.1 - Letter from Arthur Andersen LLP
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.
COMPUTER DEVICES, INC.
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Registrant
Date: November 9, 1998 /S/EBERHARD W. RAU
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Eberhard W. Rau
Treasurer
Principal Accounting Officer
EXHIBIT 16.1 - LETTER FROM ARTHUR ANDERSEN LLP
November 9, 1998
Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We have read Item 4 included in the attached Form 8-K dated October 22, 1998
of Computer Devices, Inc. and are in agreement with the statements contained
therin.
Very truly yours
/S/ARTHUR ANDERSEN LLP
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ARTHUR ANDERSEN LLP