SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Earliest Event Reported): October 16, 1997
Exact name of Registrant
as specified in its charter: The Diana Corporation
State or Other Jurisdiction of Incorporation: Delaware
Commission File Number: 1-5486
I.R.S. Employer Identification Number: 36-2448698
Address of Principal Executive Office: 26025 Mureau Road
Calabasas, CA 91302
Registrant's Telephone Number, Including Area Code: (818) 878-7711
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
This report is being filed to include the letter from Price
Waterhouse LLP which was not available for the original Form 8-K
filing.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
16.1 Letters dated October 15, 1997 and October 27, 1997 from
Price Waterhouse 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 thereunto duly authorized.
THE DIANA CORPORATION
(Registrant)
Date: October 28, 1997 /s/ Brian Robson
Vice President and Controller
Price Waterhouse LLP
100 East Wisconsin Avenue
Suite 1500
Milwaukee, WI 53202
October 15, 1997
Mr. James J. Fiedler
Chairman of the Board
and Chief Executive Officer
The Diana Corporation
26025 Mureau Road
Calabasas, California 91302
Dear Mr. Fiedler:
This is to confirm that the client - auditor relationship between
The Diana Corporation (Commission File Number 1-5486) and Price
Waterhouse LLP has ceased.
Yours very truly,
/s/ Price Waterhouse LLP
cc: Chief Accountant
SECPS Letter File, Mail Stop 11-3
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
<PAGE>
Price Waterhouse LLP
100 East Wisconsin Avenue
Suite 1500
Milwaukee, WI 53202
October 27, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
The Diana Corporation
We have read Item 4 of The Diana Corporation's Form 8-K dated
October 16, 1997 and are in agreement with the statements contained
in paragraph 4(a) therein, with the following exceptions:
(a)(i) To clarify the first sentence, on October 15, 1997, we
resigned as the independent accountants of The Diana
Corporation. Furthermore, we make no comment regarding
the remaining sentences of paragraph 4(a)(i).
(a)(ii) To clarify, the uncertainties addressed in our report
relate to certain matters regarding the Company's
liquidity and viability, and class action litigation and
other potential claims by investors.
(a)(v) In connection with the audit of the fiscal 1997 financial
statements, we communicated in writing to the Audit
Committee certain matters related to the Company's
internal control over financial reporting that we
consider to be reportable events as follows: weaknesses
exist with respect to (i) the Company's internal control
surrounding revenue recognition at its Sattel
Communications ("Sattel") operation, (ii) Sattel's
internal control surrounding the accounting for fixed
assets and (iii) the preparation of account
reconciliations and supporting analyses at Sattel.
Yours very truly,
/s/ Price Waterhouse LLP
