MEGADATA CORP
8-K, 1998-11-06
COMPUTER COMMUNICATIONS EQUIPMENT
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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 (Date of earliest event reported):  October 28, 1998


                                 Megadata Corp.
             (Exact name of registrant as specified in its charter)


          New York                  000-07642                     112208938
(State or other jurisdiction       (Commission                  (IRS Employer
      of incorporation)           File Number)               Identification No.)


  35 Orville Drive, Bohemia, New York                                 11716-2598
(Address of principal executive offices)                              (Zip Code)


Registrant's telephone number, including area code:  (516) 589-6800


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

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<PAGE>


Item 4. Changes in Registrant's Certifying Accountant.

     (a)(1) On  October  28,  1998,  Megadata  Corp.  (the  "Company")  replaced
Ghassemi,  Phoel and Company, the independent accountant who had been engaged as
the principal  accountant to audit the Company's financial  statements.  For the
past two years, Ghassemi,  Phoel and Company's report on the Company's financial
statments contained no adverse opinion, disclaimer of opinion, qualified opinion
nor opinion  modified as to uncertainty,  audit scope or accounting  principles.
The decision to change accountants was approved by the Board of Directors of the
Company.

     (2) On  November 4, 1998 the  Company  engaged  Ernst & Young LLP to act as
principal accountant to audit the Company's financial statements.

     (3) Ghassemi,  Phoel and Company have  furnished the Company with a letter,
addressed to the Securities  and Exchange  Commission,  stating their  agreement
with the statement in paragraph 1.


Item 601(a) of                      Description
Regulation S-K
Exhibit No.

EX  16                              Letter re:  change in certifying accountant
<PAGE>


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

                                     MEGADATA CORP.

                                     By:  /s/ G.S. Beckwith Gilbert
                                         ---------------------------------------
                                          G.S. Beckwith Gilbert
                                          President and Chief Executive Officer


Date:  November 6, 1998




                   [LETTERHEAD OF GHASSEMI, PHOEL & COMPANY]


                                                                October 28, 1998


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


          Re:  Megadata Corporation
               Commission File # 0-7642

Gentlemen:

We have read the above referenced  Registrant's  response to item 4 - Changes in
Registrant's Certifying Accountant with respect to its Current Report on Form 8K
dated October 28, 1998 and concur with the statements made therein.

Yours truly,


/s/ Sy Ghassemi
- -----------------------------
    Sy Ghassemi C.P.A.
    Ghassemi, Phoel & Co.


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