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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM 8-K/A
CURRENT REPORT
Pursuant to Section l3 or l5(d) of the
Securities Exchange Act of l934
Date of Report (Date of earliest event reported) January 9, 1998
COTELLIGENT GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27412 94-3173918
(State of other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) Identification No.)
101 California Street, Suite 2050, San Francisco, CA 94111
(Address of principal executive offices) (Zip Code)
(415)
439-6400
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountants
A. (i) Cotelligent Group, Inc.'s (the "Company") former
accountants, Price Waterhouse LLP, were dismissed on
January 9, 1998 and were replaced by Arthur Andersen
LLP.
(ii) Price Waterhouse LLP's reports on the Company's
financial statements for the fiscal years ended
March 31, 1997 and March 31, 1996 have not contained
an adverse opinion or a disclaimer of opinion, nor
been qualified or modified as to uncertainty, audit
scope, or accounting principles.
(iii) At a meeting of the Company's Board of Directors on
December 23, 1997, the Board authorized the Audit
Committee and the Chairman of the Board to review the
relationship with Price Waterhouse LLP and engage in
discussions with additional accounting firms to
determine whether a new accounting firm should be
engaged by the Company.
(iv) The Audit Committee of the Board of Directors and the
Chairman of the Board, approved Arthur Andersen LLP
as the Company's accountants on January 9, 1998.
(v) During the fiscal years ended March 31, 1997 and
1996, and up to January 9, 1998, there were no
disagreements with the Company's former accountants
on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or
procedure.
(vi) None of the events set forth below have occurred
during the fiscal years ended March 31, 1997 or 1996
or in the interim period ended January 9, 1998:
(A) The Company's former accountants having
advised the Company that the internal
controls necessary for the Company to
develop reliable financial statements do
not exist;
(B) The Company's former accountants having
advised the Company that information has
come to their attention that has led it to
no longer be able to rely on management's
representations, or that has made it
unwilling to be associated with the
financial statements prepared by management;
(C)(1) The Company's former accountants having
advised the Company of the need to expand
significantly the scope of its audit, or
that information has come to their attention
during the fiscal years ended March 31,
1997 and March 31, 1996 and the interim
period ending January 9, 1998, that if
further investigated may: (i) materially
impact the fairness or reliability of
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either: a previously issued audit report on
the underlying financial statements; or the
financial statements issued or to be issued
covering the fiscal period(s) subsequent to
the date of the most recent financial
statements covered by an audit report
(including information that may prevent it
from rendering an unqualified audit report
on those financial statements), or (ii)
cause it to be unwilling to rely on
management's representations or be
associated with the Company's financial
statements, and
(C)(2) Due to the Company's former accountants
dismissal, or for any other reason, the
accountants did not so expand the scope of
their audit or conduct such further
investigation; or
(D)(1) The Company's former accountants having
advised the Company that information has
come to their attention that it has
concluded materially impacts the fairness or
reliability of either: (i) a previously
issued audit report or the underlying
financial statements, or (ii) the financial
statements issued or to be issued covering
the fiscal period(s) subsequent to the date
of the most recent financial statements
covered by an audit report (including
information that, unless resolved to their
satisfaction, would prevent it from
rendering an unqualified audit report on
those financial statements), and
(D)(2) Due to the Company's former accountants
dismissal, or for any other reason, the
issue has not been resolved to the
accountants' satisfaction prior to its
dismissal.
B. (i) Arthur Andersen LLP were engaged as the Company's
independent accountants as of January 9, 1998.
(ii) The Company has not, during its two most recent
fiscal years, or any subsequent interim period,
consulted with Arthur Andersen LLP regarding any
of the matters set forth in Item 304(a)(2)(i)
or (ii) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
1. Letter, dated January 20, 1998, from Price Waterhouse LLP
to the SEC.
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NY02A/183982.1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of l934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COTELLIGENT GROUP, INC.
(Registrant)
/s/ James R. Lavelle
(Signature)
James R. Lavelle
Chairman of the Board and
Chief Executive Officer
Date: January 23, 1998
[LETTER HEAD OF PRICE WATERHOUSE]
January 20, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Ladies and Gentlmen:
We have read Item 4 of Cotelligent Group, Inc.'s From 8-K dated January 9, 1998
and are in agreement with the statements contained in paragraph 4(A) therin
except for paragraphs 4(A)(iii) and (iv) for which we have no basis to comment.
Very truly yours,
/s/Price Waterhouse LLP
