ASHTON TECHNOLOGY GROUP INC
8-K/A, 1996-06-18
COMPUTER PROGRAMMING SERVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 8-K/A1

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported):  June 3, 1996
                                                            ------------

                        The Ashton Technology Group, Inc.
                        ---------------------------------
             (Exact name of registrant as specified in its charter)

        Delaware               333-1182                   22-6650372
- --------------------------------------------------------------------------------
(State of Incorporation) (Commission File No.) (IRS Employer Identification No.)

       10420 Little Patuxent Parkway, Suite 490, Columbia, Maryland 21044
       ------------------------------------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code:  410-715-8732
                                                     ------------

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                                                                     Page 2 of 3

                                    FORM 8-K/A1


Item 1.        Changes in Control of Registrant
               Not Applicable

Item 2.        Acquisition or Disposition of Assets
               Not Applicable

Item 3.        Bankruptcy or Receivership
               Not Applicable

Item 4.        Changes in Registrant's Certifying Accountant

               On June 3, 1996, the Company, with the approval of its Board of
Directors, has decided not to continue its relationship with Goldstein, Golub,
Kessler & Co. as its independent public accountants.  Goldstein, Golub, Kessler
& Co. served as the Company's independent public accountants for the year ended
March 31, 1995.  Goldstein, Golub, Kessler & Co.'s reports on the financial
statements of the Company did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principles.  There have not been any disagreements between the
Company and Goldstein, Golub, Kessler & Co. on any matter of accounting
principles or practices, financial statement disclosure or audit scope or
procedure.  No "reportable event" (as defined in Item 304(a)(v) of 
Regulation S-K) has occurred within the Company's two most recent fiscal years
and any subsequent interim period preceding June 3, 1996.

               Arthur Andersen LLP has been engaged as the Company's Independent
public auditors effective June 3, 1996.  The Company has not requested or
obtained any advice from Arthur Andersen LLP concerning any material accounting,
auditing, or financial reporting issue regarding the application of accounting
principles to a specified transaction or the type of audit opinion that might be
rendered on the Company's financial statements.

               The attached Exhibit is the response of Goldstein, Golub 
               Kessler & Co.

Item 5.        Other events.
               Not Applicable

Item 6.        Resignations of Registrant's Directors
               Not Applicable

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                                                                     Page 3 of 3

                                    FORM 8-K/A1




Item 7.        Financial Statements and Exhibits.
               Not Applicable

Item 8.        Change in Fiscal Year
               Not Applicable


                                   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 hereto duly authorized.

Date:  June 18, 1996                   The Ashton Technology Group, Inc.
     ----------
                                        By: /s/Raymond T. Tate
                                           --------------------------------
                                              Raymond T. Tate
                                              President and 
                                              Chief Executive Officer
 

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[LETTERHEAD]

June 12, 1996


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Gentlemen:

We have read item 4 of Form 8-K dated June 3, 1996 of The Ashton Technology
Group, Inc. and are in agreement with the statements contained in the second, 
third and fourth sentences of the first paragraph therein. We have no basis 
to agree or disagree with the statements of the registrant contained in the 
first sentence of Paragraph 1 or any statement contained in Paragraph 2. With 
respect to the fifth sentence of the first paragraph, we are not aware of any 
"reportable event" which has occurred through June 3, 1996, however, we note 
that we have not performed an audit of the registrant's financial statement 
at or for the year ended March 31, 1996.

/s/ Goldstein Golub Kessler & Company, P.C.

GOLDSTEIN GOLUB KESSLER & COMPANY, P.C.





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