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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): July 18, 1996
HADRON, INC.
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(Exact name of the registrant as specified in its charter)
New York 0-5404 11-2120726
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(state of other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) Identification No.)
4900 Seminary Road, Suite 800 Alexandria, Virginia 22311
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(Address of principal executive officer) (Zip Code)
Registrant's telephone number,including area code: (703) 824-0400
9990 Lee Highway, 5th Floor Fairfax, Virginia 22030
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(Former name or former address, if changed since last report)
The Exhibit Index appears on Page 3
<PAGE>1
Item 4. Changes in Registrant's Certifying Accountant
On July 18, 1996, Coopers & Lybrand L.L.P. ("Coopers & Lybrand")
resigned as the Registrant's principal accountant.
During the two most recent fiscal years ended June 30, 1995
and 1994 and the subsequent interim period, there have been no
disagreements with Coopers & Lybrand on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope
or procedure or any reportable events.
Coopers & Lybrand Report of Independent Accountants on the
consolidated financial statements for the two most recent fiscal years
ended June 30, 1995 and 1994 contained no adverse opinion or disclaimer of
opinion and was not qualified or modified as to uncertainty,
audit scope or accounting principles, except that such
report contained an uncertainty paragraph that stated that such
financial statements "have been prepared assuming that the
[Registrant] will continue as a going concern." The report
further stated that "the [Registrant] has suffered recurring
losses from operations and has a net capital deficiency that
raise substantial doubt about its ability to continue as a going
concern," and that such financial statements "do not include any
adjustment that might result from the outcome of this
uncertainty."
The Registrant has requested that Coopers & Lybrand furnish it
with a letter addressed to the Securities and Exchange Commission
stating whether it agrees with the above statements. A copy of
Coopers & Lybrand's letter to the SEC, dated July 25, 1996 is filed as
Exhibit 10.01 to this Form 8-K.
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(a) Exhibits.
NO. Description
10.1 Letter From Coopers & Lybrand L.L.P. to the Securities
and Exchange Commission dated July 25, 1996.
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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 thereunto duly
authorized.
HADRON, INC.
Date: July 25, 1996 By:/S/ C.W. Gilluly
___________________________________
C.W. Gilluly
Chairman
and Chief Executive Officer
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COOPERS & LYBRAND L.L.P.
15245 Shady Grove Road
Suite 350 South
Rockville, Maryland 20850-3222
July 25, 1996
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
We have read the statements made by Hadron, Inc. (copy attached),
which we understand will be filed with the Commission, pursuant
to Item 4 of Form 8-K, as part of the Company's Form 8-K report
for the month of July 1996. We agree with the statements
concerning our Firm in such Form 8-K.
Very Truly yours,
/S/ Coopers & Lybrand L.L.P.
