GLENAYRE TECHNOLOGIES INC
8-K, 1995-04-13
WATER, SEWER, PIPELINE, COMM & POWER LINE CONSTRUCTION
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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)  April 7, 1995  



                             GLENAYRE TECHNOLOGIES, INC.
                (Exact name of registrant as specified in its charter)



Delaware                          0-15761                          98-0085742
(State or other jurisdiction     (Commission                    (IRS Employer
of incorporation)                File Number)              Identification No.)



          4201 Congress Street, Suite 455, Charlotte, North Carolina  28209
           (Address of principal executive offices)                (Zip Code)


        Registrant's telephone number, including area code   (704) 553-0038


                                    Not applicable                         
           (Former name or former address, if changed since last report.)



                                         Page 1 of 5 Pages
<PAGE>

          Item 4.   Changes in Registrant's Certifying Accountant.

               Deloitte & Touche LLP has served as the Registrant's inde-
          pendent accountants to audit the financial statements of the
          Registrant and its subsidiaries for each of the two most recent
          fiscal years ended December 31, 1994 and December 31, 1993 and
          for prior fiscal years.  On April 7, 1995, the Registrant re-
          placed Deloitte & Touche LLP with Ernst & Young LLP as its
          independent accountants to audit the financial statements of the
          Registrant and its subsidiaries for the fiscal year ending
          December 31, 1995.  This change in independent accountants,
          effective April 7, 1995, was recommended by the Audit Committee
          of the Registrant's Board of Directors and approved by the Board
          of Directors on April 4, 1995.

               Deloitte & Touche LLP's reports on the financial statements
          of the Registrant and its subsidiaries for the two most recent
          fiscal years ended December 31, 1994 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.

               During the Registrant's two most recent fiscal years ended
          December 31, 1994 and the subsequent period, (1) there were no
          disagreements with Deloitte & Touche LLP on any matter of ac-
          counting principles or practices, financial statement disclosure,
          or auditing scope or procedure which disagreement(s), if not
          resolved to the satisfaction of Deloitte & Touche LLP, would have
          caused it to make reference to the subject matter of the dis-
          agreement(s) in its report, and (2) no "reportable events" (as
          defined in Item 304(a)(1)(v) of Regulation S-K) occurred.

               The Registrant has provided Deloitte & Touche LLP with a
          copy of this Current Report on Form 8-K prior to its filing with
          the Securities and Exchange Commission.  A letter from Deloitte &
          Touche LLP addressed to the Securities and Exchange Commission
          indicating its agreement with the statements made by the Regis-
          trant in this Current Report on Form 8-K is filed herewith as
          Exhibit 16 to this Report. 


          Item 7.   Financial Statements and Exhibits.

               (c)  Exhibits

                    16        Letter from Deloitte & Touche LLP regarding
                              change in certifying accountant.


                                  Page 2 of 5 Pages
<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 thereunto duly authorized.

                                        GLENAYRE TECHNOLOGIES, INC.



                                        By   /s/ Stanley Ciepcielinski
 
                                             Stanley Ciepcielinski
                                             Executive Vice President and 
                                             Chief Financial Officer


          Dated:  April 11, 1995

                                  Page 3 of 5 Pages
<PAGE>


                          SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C.


                                       EXHIBITS

                                       FORM 8-K
                                    CURRENT REPORT


          Date of Report                             Commission File Number
          April 7, 1995                                    0-15761         


                             GLENAYRE TECHNOLOGIES, INC.

                                    EXHIBIT INDEX


          Exhibit No                             Exhibit Description

             16                            Letter of Deloitte & Touche
                                           LLP dated April 12, 1995
                                           regarding change in certifying 
                                           accountant (Page 5 of the 
                                           sequentially numbered
                                           pages).




                                  Page 4 of 5 Pages

<PAGE>




                                                                 Exhibit 16



Deloitte &
Touche LLP
- ----------                           ------------------------------------------
                                     1100 Carillon    Telephone: (704) 372-3560
                                     227 West Trade Street
                                     Charlotte, North Carolina 28202-1675



April 12, 1995

Securities and Exchange Commission
Mail Stop 7-2
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 
Glenayre Technologies, Inc. dated April 7, 1995.


Yours truly,

Deloitte & Touche LLP


                                     Page 5 of 5

<PAGE>



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