SCIENCE APPLICATIONS INTERNATIONAL CORP
8-K, 1998-11-23
ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT
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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): NOVEMBER 16, 1998

                 SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                    DELAWARE
                 (STATE OR OTHER JURISDICTION OF INCORPORATION)

          0-12771                                    95-3630868
(COMMISSION FILE NUMBER)         (I.R.S. EMPLOYER IDENTIFICATION NO.)

                  10260 CAMPUS POINT DRIVE, SAN DIEGO, CA 92121
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                                 (619) 546-6000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


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                                    FORM 8-K

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         On November 16, 1998 the Registrant notified PricewaterhouseCoopers 
LLP that it was dismissing such firm as its independent accountants effective 
upon the completion of the audit of the January 31, 1999 financial statements 
of the Registrant. On November 17, 1998, the Registrant notified Deloitte & 
Touche LLP that it will engage such firm as its new independent accountants 
upon completion of the audit of the January 31, 1999 financial statements. 
The decision to change accountants was approved by the Audit Committee of the 
Registrant's Board of Directors.

         During the fiscal years ended January 31, 1998 and January 31, 1997 
and through the date of this report, there were no disagreements with 
PricewaterhouseCoopers LLP on any matter of accounting principles or 
practices, financial statement disclosure or audit scope or procedure which 
disagreements, if not resolved to the satisfaction of PricewaterhouseCoopers 
LLP, would have caused them to make reference to the subject matter of such 
disagreement in their reports on the financial statements for such years. The 
reports of PricewaterhouseCoopers LLP on the financial statements for the 
fiscal years ended January 31, 1998 and January 31, 1997 did not contain an 
adverse opinion or a disclaimer of opinion, nor were such reports qualified 
or modified as to uncertainty, audit scope, or accounting principles.

         During the fiscal years ended January 31, 1998 and January 31, 1997 
and through the date of this report, Deloitte & Touche LLP has not been 
engaged as an independent accountant to audit either the Registrant's 
financial statements or the financial statements of any of its subsidiaries, 
nor has it been consulted regarding the application of the Registrant's 
accounting principles to a specified transaction, either completed or 
proposed, or the type of audit opinion that might be rendered on the 
Registrant's financial statements.

         The Registrant has requested that PricewaterhouseCoopers LLP furnish 
it with a letter addressed to the SEC stating whether or not it agrees with 
the above statements. A copy of such letter, dated November 23, 1998, is 
filed as Exhibit 16 to this Form 8-K.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)  Exhibits

         16       Letter regarding change in certifying accountant, dated
                  November 23, 1998, from PricewaterhouseCoopers LLP to the
                  Securities and Exchange Commission.


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                                    SIGNATURE

         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.

(Registrant)                                SCIENCE APPLICATIONS
                                            INTERNATIONAL CORPORATION


Date:   November 23, 1998                   By:  /s/ Douglas E. Scott
                                                --------------------------
                                                 Douglas E. Scott
                                            Its: Senior Vice President
                                                 and General Counsel

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                                                                    EXHIBIT 16

November 23, 1998


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

       Science Applications International Corporation
       ----------------------------------------------

We have read Item 4 of Science Applications International Corporation's 
Form 8-K dated November 16, 1998 and are in agreement with the statements 
contained therein as they relate to PricewaterhouseCoopers LLP.

Yours very truly,

/s/ PRICEWATERHOUSECOOPERS LLP



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