INFORMATION RESOURCES INC
8-K, 1997-05-29
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): May 27, 1997



                                 -------------


                          INFORMATION RESOURCES, INC.
                   401(k) RETIREMENT SAVINGS PLAN AND TRUST
            (Exact name of registrant as specified in its charter)


Delaware                          0-11428                           36-2947987
(State of Incorporation) (Commission File Number) (IRS Employer Identification 
                                                   No.)


150 North Clinton
Chicago, Illinois                                                         60661
(address of principal executive offices)                             (Zip Code)


                                (312) 726-1221
                        (Registrant's telephone number)

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Item 4.         Changes in Registrant's Certifying Accountants
- -------         ----------------------------------------------

    At a meeting held on May 27, 1997, the Administrative Committee for the
Information Resources, Inc. 401(k) Retirement Savings Plan and Trust ("the
Plan") approved the engagement of Ernst & Young LLP as independent auditors of
the Plan for the fiscal year ending December 31, 1996 to replace the firm of
Grant Thornton LLP, which was dismissed as auditors of the Plan effective May
27, 1997.

    The reports of Grant Thornton LLP on the Plan's financial statements for the
past two fiscal years did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope, or
accounting principles.

    In connection with the audits of the Plan's financial statements for each of
the two fiscal years ended December 31, 1995, and in the subsequent interim
period, there were no disagreements with Grant Thornton LLP on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to the satisfaction of Grant Thornton
LLP, would have caused Grant Thornton LLP to make reference to the matter in its
report.

    The Company has requested Grant Thornton LLP to furnish it a letter
addressed to the Commission stating whether it agrees with the above statements.
A copy of that letter, dated May 27, 1997 is filed as Exhibit 16 to this Form 
8-K.

Item 7.   Financial Statements and Exhibits
- -------                                    

          (c)     Exhibits

                  Number
                  ------

                    16    Letter re:  Change in Certifying Accountant

                                       2
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                                 SIGNATURES



     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.



                            INFORMATION RESOURCES, INC.

                            401(k) RETIREMENT SAVINGS PLAN and
                             TRUST 



Date:   May 29, 1997       By:
                               -------------------------------------    
                               Gary M. Hill
                               Executive Vice President - Finance
                               Chief Financial Officer,
                               Information Resources, Inc.

                                       3

<PAGE>
 
                                                                      Exhibit 16

                                                      700 One Prudential Plaza
                                                      130 E. Randolph Drive
                                                      Chicago, IL 60601-6203
                                                      312 856-0200


                                                            Grant Thornton LLP

May 27, 1997


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

Re:  Information Resources, Inc.
     File No. 0-11428

Dear Sir or Madam:

We have read Item 4 of the Form 8-K of Information Resources, Inc. 401(k)
Retirement Savings Plan and Trust dated May 27, 1997 and agree with the
statements contained therein.

Very truly yours,


Grant Thornton LLP


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