<PAGE> 1
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) December 18, 1996
POLYDEX PHARMACEUTICALS LIMITED
- -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Commonwealth of the Bahamas 1-8366 None
- -------------------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
421 Comstock Road, Scarborough, Ontario, Canada M1L 2H5
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (416) 755-2231
------------------
N/A
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE> 2
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous Independent Accountant
The Registrant previously reported the declination to stand for
re-election of its former independent accountants, KPMG Peat Marwick Thorne, on
Forms 8-K dated March 7, 1996 and April 30, 1996.
(b) New Independent Accountants
On December 18, 1996, the Registrant engaged Ernst & Young LLP as its
new independent accountants to audit the Registrant's financial statements for
the fiscal year ended January 31, 1997. During the fiscal years ended January
31, 1995 and January 31, 1996 and the subsequent interim period through
December 18, 1996, the Registrant has not consulted with Ernst & Young LLP
regarding either (1) the application of accounting principles to a specified
completed or proposed transaction, or the type of opinion that might be
rendered on the Registrant's financial statements or (2) any matter that was
either the subject of a disagreement or reportable event.
The Registrant's Board of Directors approved the decision to engage
Ernst & Young LLP.
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.
Date: April 2, 1997
POLYDEX PHARMACEUTICALS LIMITED
(Registrant)
By \s\George Usher
-------------------------------------
George Usher, President and Chief
Operating Officer
