COMPUTER LANGUAGE RESEARCH INC
8-K, 1997-10-08
PREPACKAGED SOFTWARE
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                                  UNITED STATES
                       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                      OCTOBER 6, 1997
       (Date of earliest event reported)



                        COMPUTER LANGUAGE RESEARCH, INC.
             (Exact name of registrant as specified in its charter)
                                                                                
                                        
                                        
                Texas                      0-12311             75-1297386
   (State or other jurisdiction of       (Commission        (I.R.S. Employer
    incorporation or organization)       File Number)      Identification No.)

   2395 Midway Road, Carrollton, Texas                            75006
 (Address of principal executive offices)                      (Zip Code)
                                        
                                 (972) 250-7000
              (Registrant's telephone number, including area code)
                                        
                                        
                                        
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ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT


On October 6, 1997, Computer Language Research, Inc. ("the Company") and Ernst &
Young LLP ("E&Y") entered into an agreement whereby E&Y will provide certain
software design and support services to the Company.  The nature of the
agreement is such that it might create the perception of an independence issue.
Accordingly and simultaneously with the execution of this agreement, E&Y
resigned as the Company's independent auditor.

The Company's Audit Committee is actively seeking a suitable replacement.

E&Y's report on the Company's financial statements during the past two years
contained no adverse opinion or disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope, or accounting principles.

During the Company's two most recent fiscal years and subsequent interim periods
preceding the date hereof, there was no disagreement with E&Y on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement, if not resolved to E&Y's satisfaction,
would have caused E&Y to make reference to the subject matter of the
disagreement in connection with its report.

None of the "reportable events" described in Item 304(a)(1)(v) of Regulation S-K
occurred with respect to the Company during the two most recent fiscal years and
the subsequent interim periods to the date hereof.


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

          (c)  Exhibits

               Number   Description
               ------   -----------
                 16     Letter from E&Y regarding its concurrence with the
                        statements made by the Company regarding the resignation
                        of E&Y as the Company's principal accountant.

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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.


                        COMPUTER LANGUAGE RESEARCH, INC.


DATE:  October 8, 1997  By:  M. Brian Healy
                             ------------------------------------------------
                             M. Brian Healy
                             Group Vice President, Finance and Administration
                             and Chief Financial Officer
                             (Principal Financial and Accounting Officer)



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                                                                      EXHIBIT 16


                        [On Ernst & Young LLP Letterhead]


October 8, 1997


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

Gentlemen:

We have read Item 4 of Form 8-K dated October 6, 1997, of Computer Language
Research, Inc. and are in agreement with the statements contained in the first,
third, fourth and fifth paragraphs on page 1 therein.  We have no basis to agree
or disagree with other statements of the registrant contained therein.


                                                       Very truly yours,

                                                       Ernst & Young LLP




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