PATHFINDER DATA GROUP INC
8-K/A, 1999-09-23
REAL ESTATE
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                              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: September 2, 1999

PATHFINDER DATA GROUP INC.
(Exact name of registrant as specified in its charter)

Colorado                            0-15089            84-0906205
(State or other jurisdiction of   (Commission       (I.R.S. Employer
 incorporation or organization)    File Number)      I.D. Number)

20 Commerce Park North              Bedford, NH          03110
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:   603-628-2888


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                               ITEM 4

          Changes in Registrant's Certifying Accountant


The Registrant, effective on July 19, 1999, engaged Ferrari & Associates, PC
21 Locke Mill Drive, Litchfield, NH 03052 as its independent accountant.
Simultaneous with the engagement of the new accountant on July 19, 1999 the
Registrant dismissed its former independent accountant, Berry, Dunn, McNeil
and Parker, 900 Elm Street, Manchester, NH 03101. In connection with the change
of accountants,there were no disagreements with the former accountants on any
matter with respect to the current or and prior fiscal years, for the change
was principally motivated because Stephen J. Ferrari, who was the partner in-
charge of the previous audits of the Registrant, while Registrant was a
client of Berry,Dunn,McNeil & Parker, was leaving to form his own firm.
Prior to the engagement by the Registrant did not consult with or obtain
oral or written advice from Ferrari & Associates, an accountancy PC, on any
accounting, auditing or reporting matters.

The former accountant was dismissed as of the above date for the reasons
stated above.

The former accountant's report on the financial statements for either of
the past two years did not contain an adverse opinion or a disclaimer
of opinion or was qualified or modified as to uncertainty, audit scope
or accounting principles.

During the Registrant's two most recent fiscal years audited by the former
accountant and from the date of the last audit to date of dismissal there were
no disagreements with the former accountant on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope
or procedure.

The decision to change accountants was recommended and approved by the
Registrant's Board of Directors.

The Registrant has sent the former accountant a copy of this amended 8-K/A
filing and is waiting for a letter from the former accountant under rule 304.

[TYPE]        CORRESP


Securities and Exchange Commission
Washington, DC 20549
                                                 September 8, 1999
Re: Pathfinder Data Group, Inc.
    Commission File 0-15089

We have read the statements made by Pathfinder Data Group, Inc., which we
understand were filed with the Commission, pursuant to Item 4 of Form 8-K/A,
as part of the Company's Form 8-K/A report dated September 2, 1999.  We agree
with the statements concerning our Firm in such Form 8-K/A.


Very truly yours,

/s/ Berry, Dunn, McNeil & Parker


                              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.

PATHFINDER DATA GROUP INC.

By: s/ Allan S. Wolfe
       Allan S. Wolfe, President

September 3, 1999


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