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): November 8, 2004
                                                        (November 9, 2004)

                         Productivity Technologies Corp.

             (Exact name of registrant as specified in its charter)

                          ____________________________



                                                                                  
                 Delaware                              0-24242                          13-3764753
       (State or other jurisdiction           (Commission file number)               (I.R.S. Employer
            of incorporation)                                                      Identification No.)


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

                                 (810) 714-0200
              (Registrant's telephone number, including area code)



Check the  appropriate  box below if the Form 8-K 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

[ ]  Soliciting material pursuant to Rule 14a-2 under the Exchange Act

[ ]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act

[ ]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act




Item 4.01  Changes in Registrant's Certifying Accountant.

     As disclosed in the Company's  current report on Form 8-K filed November 1,
2004, the partners of the Company's independent auditors, Follmer Rudzewicz PLC,
announced  that they were  joining  UHY LLP,  a  newly-formed  New York  limited
liability  partnership.  UHY LLP is comprised of the partners of four accounting
firms with offices in eight  states.  UHY LLP is a legal entity that is separate
from Follmer  Rudzewicz PLC.  Follmer  Rudzewicz PLC has ceased to provide audit
services  and,  accordingly,  has  resigned as the  independent  auditors of the
Company.  On October 26, 2004, the Company was informed by Follmer Rudzewicz PLC
of this newly-formed limited liability partnership.

     The Company's Audit Committee has approved the engagement of UHY LLP as the
Company's  independent  public  accountant for the Company's  fiscal year ending
June 30,  2005  and the  interim  periods  prior to such  year-end.  During  the
Company's two most recent fiscal years or subsequent interim period, the Company
has  not  consulted  with  UHY  LLP  regarding  the  application  of  accounting
principles to a specific transaction,  either completed or proposed, or the type
of audit opinion that might be rendered on the Company's  financial  statements,
nor did the  limited  liability  partnership  of UHY LLP  provide  advice to the
Company,  either written or oral, that was an important factor considered by the
Company in  reaching a decision  as to the  accounting,  auditing  or  financial
reporting issue.  Further,  during the Company's two most recent fiscal years or
subsequent  interim  periods,  the  Company has not  consulted  with the limited
liability  partnership  of UHY  LLP on any  matter  that  was the  subject  of a
disagreement or a reportable event.

                                   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.

 Date:  November 9, 2004           Productivity Technologies Corp.
                                              \(Registrant)

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