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                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                      
                                FORM 8-K / A#2
                                      
                                CURRENT REPORT
                                      
  Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
                                      
                              SEPTEMBER 1, 1995
               Date of Report (Date of earliest event reported)
                                      
                               CODE-ALARM, INC.
            (Exact name of registrant as specified in its charter)
                                      
       Michigan                        016441                 38-2334698
(State of Incorporation)       (Commission File Number)      (IRS Employer 
                                                          Identification Number)

950 E.  WHITCOMB, MADISON HEIGHTS, MICHIGAN                    48071
(Address of principal executive offices)                     (Zip code) 

                                 (810) 583-9620
             (Registrant's telephone number, including area code)

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Item 4.  Changes in Registrant's Certifying Accountant.

Effective July 19,1995, the Registrant dismissed Coopers &
Lybrand L.L.P. which previously was engaged as the principal accountant to
audit the Registrant's financial statements.  The reports of Coopers & Lybrand
L.L.P. on the financial statements of the Registrant during the past two years
did not contain any adverse opinion or a disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope or accounting principles.

The decision to change independent accountants was recommended and approved by
the Audit Committee of the Registrant's Board of Directors.

During the Registrant's two most recent fiscal years, and the interim period
ended July 19, 1995, there have not been any disagreements with Coopers &
Lybrand L.L.P. on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Coopers & Lybrand L.L.P., would have caused
it to make a reference to the subject matter of the disagreements in connection
with its reports.

Effective July 24, 1995, the Registrant engaged Deloitte & Touche LLP as its
principal accountant to audit the Registrant's financial statements.





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                                   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:  September 1, 1995  By \Rand Mueller\
                             ---------------
                           President





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                                Exhibit Index
                                      
                                      to
                                      
            Current Report on Form 8-K/A#2 Dated September 1,1995
                                      



Exhibit                            Incorporated Herein     Filed
Number      Description              by Reference to:     Herewith:
------     ---------------------    ------------------    ---------
                                                 
 16.1      Letter from former                                
           independent accountants                           X