MARKET GUIDE INC
8-K, 1999-04-05
COMPUTER PROCESSING & DATA PREPARATION
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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 (Date of earliest event reported) - March 30, 1999









                                Market Guide Inc.
   --------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


     New York                      291525-NY                11-2646081      
   --------------------------------------------------------------------------
    (State or other jurisdiction (Commission                (IRS Employer
     of incorporation)             File Number)             Identification No.)




2001 Marcus Avenue, Suite South 200
Lake Success, New York                                       11042-1011
- --------------------------------------------------------------------------
(Address of principal executive offices)                     (Zip Code)

Registrants telephone number, including area code:           (516) 327-2400


<PAGE>


Item 4.           CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS

The audit  committee of the Company's Board of Directors held a meeting on March
29, 1999 for the purpose of approving the engagement of Ernst & Young LLP as the
Company's  independent  auditors  for the fiscal year ended  February  28, 1999.
Ernst and Young LLP will replace the Company's  previous  independent  auditors,
Zerbo,  McKiernan  &  Zambito  LLC.  The  engagement  of  Ernst &  Young  LLP as
successors for Zerbo, McKiernan & Zambito LLC is effective March 30, 1999.

The prior auditors' reports on the Company's  financial  statements for the past
two fiscal years did not contain an adverse  opinion or a disclaimer  of opinion
and are  neither  qualified  or  modified  as to  uncertainty,  audit  scope  or
accounting principles.

In connection with the audits of the Company's financial  statements for each of
the two fiscal years ended  February 28, 1997 and February 28, 1998,  and in the
subsequent interim period,  there were no disagreements with Zerbo,  McKiernan &
Zambito LLC on any matters of  accounting  principles  or  practices,  financial
statement disclosure, or auditing scope and procedures which, if not resolved to
the  satisfaction  of Zerbo,  McKiernan & Zambito  LLC would have caused  Zerbo,
McKiernan & Zambito LLC to make reference to the matter in their report.

There have been no  reportable  events as defined in  Regulation  S-K,  Item 304
(a)(1)(v).

Item 7.           EXHIBIT

The Company has received the letter  attached to this form 8-K as Exhibit 1 from
Zerbo,   McKiernan  &  Zambito  LLC  stating  their  agreement  with  the  above
statements.



<PAGE>


                 [Zerbo, McKiernan & Zambito, LLC - Letterhead]





March 31, 1999



Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, DC  20549

Dear Sirs/Madams:

We have read and agree with the  comments in Item 4 of Form 8-K of Market  Guide
Inc. dated March 30, 1999.

Yours truly,


/s/ Zerbo, McKiernan & Zambito LLC

<PAGE>




                                   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.


                                  MARKET GUIDE INC.
                                  (Registrant)


Date:    April 1, 1999           /s/ Homi M. Byramji, President & CEO



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