HEURISTIC DEVELOPMENT GROUP INC
8-K, 1998-10-29
COMPUTER PROGRAMMING SERVICES
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<PAGE>

                        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)
                                 October 23, 1998



                          HEURISTIC DEVELOPMENT GROUP, INC. 
                -----------------------------------------------------
                 (Exact Name of Registrant as specified in Charter)




      Delaware                       0-29044                95-4491750
- ------------------------------------------------------------------------------
   (State or other                (Commission             (IRS Employer
    jurisdiction of                File Number)            Identification
    incorporation)                                         Number)



    1219 Morningside Drive, Suite 102, Manhattan Beach, California    90266 
   ----------------------------------------------------------------------------
      (Address of principal executive offices)                      (Zip Code)


                               (310)  546-1065                          
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


    ----------------------------------------------------------------------
        (Former name or former address, if changed since last report) 

<PAGE>

ITEM 5.  OTHER EVENTS


     On October 16, 1998 the Letter of Intent dated August 10, 1998, between 
Heuristic Development Group, Inc., a Delaware corporation ("HDG"), and 
Autoskill Inc., a California corporation, expired.  On October 23, 1998 HDG 
issued a press release announcing such expiration.  A copy of such press 
release is attached hereto as EXHIBIT 99.4 and incorporated herein by 
reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

     The following Exhibit is filed herewith as part of this Current Report 
on Form 8-K:



EXHIBIT               DESCRIPTION OF DOCUMENT
- -------               -----------------------

99.4         Press release issued by HDG on October 23, 1998


                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as 
amended, the Registrant has duly caused this report to be signed on its 
behalf by the undersigned hereunto duly authorized.


                                       HEURISTIC DEVELOPMENT GROUP, INC.



October 26, 1998                       By: /s/ Theodore Lanes
- ----------------                          ---------------------------
    (Date)                                Theodore Lanes
                                          Chief Financial Officer









                                       2


<PAGE>

                                  Exhibit 99.4


FOR IMMEDIATE RELEASE

                  Heuristic Development Group, Inc. Announces
                          Expiration of Letter of Intent

     Manhattan Beach, CA - October 23, 1998 - Heuristic Development Group, 
Inc. (NASDAQ-Small Cap-IFIT) announced today that the letter of intent 
between HDG and Autoskill, Inc. had expired by its terms.  A condition to the 
consummation of the transaction contemplated by the letter of intent was that 
HDG's common stock remain listed on the NASDAQ Small Cap Market.  HDG has 
been advised by NASDAQ that if the transaction were consummated, HDG would be 
required to meet NASDAQ's initial listing requirements in order to remain 
listed.  HDG would not have met these requirements following the transaction. 
HDG will continue to search for transactions which would enable HDG's common 
stock to remain listed on the NASDAQ Small Cap or to become listed on a 
national or regional exchange.

     For further information contact Theodore Lanes at (310) 546-1065.




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