UNITED DIAGNOSTIC INC
8-K/A, 2000-03-16
MEDICAL LABORATORIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                   FORM 8-K/A



                                 CURRENT REPORT,
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
                       MARCH 16, 2000 (FEBRUARY 25, 2000)


                             UNITED DIAGNOSTIC, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

<TABLE>
      <S>                               <C>                            <C>
                  DELAWARE                        0-11772                  25-1411971
      (STATE OR OTHER JURISDICTION      (COMMISSION FILE NUMBER)        (I.R.S. EMPLOYER
           OF INCORPORATION)                                           IDENTIFICATION NO.)
</TABLE>


                476 MAIN STREET, SUITE 3-DFL
                   WAKEFIELD, RHODE ISLAND                   02879
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)       (ZIP CODE)


       Registrant's telephone number, including area code: (401) 789-9995


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ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.

         By resolution of the Board of Directors adopted on February 25, 2000,
the Board of Directors of the Company approved the engagement of Richard A.
Eisner & Company, LLP as its independent auditors for the fiscal year ending
December 31, 1999 to replace the firm of Grant Thornton LLP, who were dismissed
as auditors of the Company effective February 25, 2000.

         The reports of Grant Thornton LLP on the Company's financial statements
for the past two fiscal years did not contain an adverse opinion or a disclaimer
of opinion and were not qualified as to audit scope, or accounting principles.
However, their report was modified to include an explanatory paragraph with
respect to there being substantial doubt about the Company's ability to continue
as a going concern.

         In connection with the Company's financial statements for each of the
two fiscal years ended December 31, 1998, and in the subsequent interim periods
through February 25, 2000, there were no disagreements with Grant Thornton LLP
on any matters of accounting principles or practices, financial statement
disclosure, or auditing scope and procedures which, if not resolved to the
satisfaction of Grant Thornton LLP would have caused Grant Thornton LLP to make
reference to the matter in their 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 March 16, 2000, is filed as Exhibit 16 to this Form
8-K.

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

           C. Exhibits

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           <S>                <C>
           EXHIBIT NO.        DESCRIPTION OF EXHIBIT

             16               Letter Regarding Change in Certifying Accountants
</TABLE>


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                                   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.


                                            UNITED DIAGNOSTIC, INC.


                                            By: /S/ J. MARVIN FEIGENBAUM
                                                -------------------------------
                                                Name:  J. Marvin Feigenbaum
                                                Title: Chairman and President


Date:  March 16, 2000


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                                                                   EXHIBIT 16


March 16, 2000

Securities and Exchange Commission
Washington, D.C. 20549


Re: United Diagnostic, Inc.
    File No. 0-11772

Dear Sir or Madam:

We have read Item 4 of the Form 8-K/A of United Diagnostic, Inc. dated March 16,
2000, and agree with the statements contained therein regarding our firm.

Very truly yours,

Grant Thornton LLP




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