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):  March 24, 2003 (March 31,
2003)



                         Productivity Technologies Corp.
             (Exact name of registrant as specified in its charter)


         Delaware                        0-24242                13-3764753
         --------                        -------                ----------
      (State or other            (Commission File Number)      (IRS Employer
jurisdiction of incorporation)                               Identification No.)




   3100 Copper Avenue, Fenton, Michigan                               48430
   -------------------------------------------------------------------------
   Address of principal executive offices)                         (Zip Code)


Registrant's telephone number, including area code:      810.714.0200


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






Item 4.  Changes in Registrant's Certifying Accountant

By letter dated March 24, 2003, Productivity  Technologies Corp. (the "Company")
was informed by Doeren Mayhew, the Company's  independent  auditors  ("Doeren"),
that Doeren will not stand for  re-election as the Company's  auditors as of and
for the  year  ended  June  30,  2003,  and has  terminated  its  client-auditor
relationship with the Company effective March 24, 2003. Doeren's resignation was
based upon its  decision  to  terminate  its audit  engagements  with all public
companies.

Doeren's  report on the  Company's  financial  statements as of and for the year
ended June 30, 2002 was  qualified as to  uncertainty  regarding  the  Company's
ability to  continue as a going  concern.  The report did not contain an adverse
opinion or a disclaimer  of opinion and was not  qualified or modified as to any
other uncertainty or as to audit scope, or accounting principles.  In connection
with the audits of the Company's  financial  statements for each of the years in
the  two-year  period  ended June 30,  2002,  there  have been no  disagreements
between  the  Company  and  Doeren on any  matter of  accounting  principles  or
practices, financial statement disclosure, or auditing scope or procedure which,
if not resolved to the satisfaction of Doeren,  would have caused Doeren to make
reference to the matter in its report.

The Company has provided Doeren with a copy of this disclosure and has requested
Doeren to furnish it a letter  addressed to the  Commission  stating  whether it
agrees with the above statements. A copy of that letter has been received by the
Company and included as Exhibit 16.1 to this Form 8-K.

Item 7.  Financial Statements and Exhibits

         (a)      Financial statements of businesses acquired.

                  None.

         (b)      Pro forma financial information.

                  None.

         (c)      Exhibits

                  16.1     Letter re: change in certifying accountant.


                                    SIGNATURE

     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.


Productivity Technologies Corp.

By: /s/ Jesse A. Levine
   ----------------------------------
     Jesse A. Levine
     Vice President and Chief Financial Officer

Dated: March 31, 2003