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                            FORM 8-K--CURRENT REPORT
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                                  UNITED STATES

                       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): July 26, 2001

                             Teknowledge Corporation
             (Exact name of registrant as specified in its charter)

             Delaware                 0-14793                  94-2760916
   (State or other jurisdiction     (Commission              (IRS Employer
        of incorporation)           File Number)           Identification No.)

               1810 Embarcadero Road, Palo Alto, California 94303
               (Address of principal executive offices) (Zip Code)


        Registrant's telephone number, including area code (650) 424-0500









Item 4. Changes in Registrant's Certifying Accountant.

(a)  As of July 26, 2001, Teknowledge Corporation (the "Registrant")  terminated
     its  engagement  of Arthur  Andersen  LLP as the  Registrant's  independent
     public  accountants  and auditors  effective  immediately.  The decision to
     replace Arthur  Andersen LLP as the  Registrant's  accountants and auditors
     was approved by the Audit Committee of the Registrant's Board of Directors.

     The report of Arthur  Andersen for the fiscal years ended December 31, 2000
     and  1999,  contained  no  adverse  opinions,   disclaimer  of  opinion  or
     qualification or modification as to uncertainty,  audit scope or accounting
     principles.

     During the fiscal  years ended  December  31, 2000 and 1999 and the interim
     period  from  January  1,  2001  through  July  26,  2001,  there  were  no
     disagreements between the Company and Arthur Andersen LLP on any accounting
     principles or practices,  financial statement  disclosure or auditing scope
     or procedure, which, if not resolved to the satisfaction of Arthur Andersen
     LLP would have caused them to make  reference to the subject  matter of the
     disagreement  in  connection  with  their  report.  No event  described  in
     paragraph (a) (1) (v) of Item 304 of Regulation S-K has occurred within the
     Registrant's fiscal years ending December 31, 2000 and 1999, or the interim
     period from January 1, 2001 through July 26, 2001.

     The  Registrant  has  provided  Arthur  Andersen  LLP  with a  copy  of the
     disclosures contained herein and intends to file within 10 business days of
     this filing as an exhibit to this Report  containing  their response to the
     disclosures set forth in this Report.

(b)  On July 26,  2001,  the  Registrant  appointed  Grant  Thornton  LLP as the
     Registrant's   independent  public  accountants  and  auditors,   effective
     immediately. The decision to appoint Grant Thornton LLP as the Registrant's
     independent  public  accountants  and  auditors  was  approved by the Audit
     Committee of the Registrant's Board of Directors.

     Prior to its engagement, the Registrant did not consult with Grant Thornton
     LLP on any  matter  which  was  the  subject  of  any  disagreement  or any
     reportable event (as defined in Item 304(a)(1)(iv) of Regulation S-K) or on
     the application of accounting principles to a specified transaction, either
     completed or proposed.

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.

                                     Teknowledge Corporation
                                     (Registrant)

Date July 26, 2001

                                     \s\ Dennis Bugbee

                                      Dennis Bugbee
                                      V.P. of Finance and CFO
                                      (Principal Financial and
                                      Accounting Officer)