COMPU DAWN INC
8-K, 1998-05-01
COMPUTER INTEGRATED SYSTEMS DESIGN
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                       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: April 23, 1998
                        (Date of earliest event reported)


                                COMPU-DAWN, INC.
- --------------------------------------------------------------------------------

               (Exact name of Registrant as specified in charter)


Delaware                         000-22611                    11-3344575
- --------------------------------------------------------------------------------

(State or other jurisdiction  (Commission File No.) (IRS Employer Identification
of  incorporation)                                                     Number)



         77 Spruce Street, Cedarhurst, New York                         11516
- --------------------------------------------------------------------------------
        (Address of principal executive offices)                      (Zip Code)


         Registrant's telephone number, including area code: (516) 374-6700

                                        1

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Item 5.           Other Events.

     Effective April 23, 1998,  pursuant to an agreement discussed in the Annual
Report of  Compu-DAWN,  Inc. (the  "Company") on Form 10-KSB for the fiscal year
ended December 31, 1997, the Employment  Agreement  between the Company and Dong
Lew has  terminated,  Mr. Lew has  resigned  as an officer  and  director of the
Company,  Mr. Lew was paid $216,000 by the Company  pursuant to the  Termination
Agreement  between  them and Mr.  Lew has sold  Common  Shares  of the  Company,
reducing his ownership to 100,000 shares.






<PAGE>


                                   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.


                                                         COMPU-DAWN, INC.


Dated: April 30, 1998                                  By: /s/ Mark Honigsfeld
                                                          Mark Honigsfeld
                                                          Chairman of the Board




























K:\WPDOC\CORP\COMPUDAW\SECFILE\8-KDONG.LEW

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