ITEX CORPORATION
8-K/A, 1998-10-02
BUSINESS SERVICES, NEC
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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: 
            October 2, 1998 Amendment No. 1 to Form 8-K filed September 18, 1998




                                ITEX CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



NEVADA                              0-18275                         93-02292994
- --------------------------------------------------------------------------------
(State or other                  (Commission                   (I.R.S. Employer
jurisdiction                      File Number)               Identification No.)
of incorporation)



10300 S.W. Greenburg Road, Portland, Oregon                           97223
- --------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)


Registrant's telephone number, including area code   (503) 244-4673
                                                  ------------------------------





(Former name or address, if changed since last report.)



















ITEM 4.  Changes in Registrant's Certifying Accountant


         (a) (1) Andersen  Andersen & Strong,  L.C., the independent  accounting
firm previously  engaged as the Certifying  Accountant to audit the Registrant's
financial statements was dismissed effective September 11, 1998.

                  (2) None of the  reports of Andersen  Andersen & Strong,  L.C.
for the past two years contained any adverse opinion or disclaimer of opinion or
was  qualified  or  modified  as to  uncertainty,  audit  scope,  or  accounting
principles.

                  (3) The decision to change  accountants was recommended by the
audit  committee  of the board of  directors  and was  approved  by the board of
directors of the Registrant.

                  (4) During the  Registrant's  two most recent fiscal years and
subsequent  interim  period  preceding  the cessation of the  relationship  with
Andersen  Andersen & Strong,  L.C.,  there  were no  disagreements  between  the
Registrant  and  Andersen  Andersen & Strong,  L.C.  on any issue of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure  which,  if not resolved to the  satisfaction  of Andersen  Andersen &
Strong,  L.C.  would  have  caused  Andersen  Andersen  & Strong,  L.C.  to make
reference to the subject  matter of the  disagreement  or  disagreements  in its
report.


         (b) Effective September 11, 1998, the registrant engaged Ehrhardt Keefe
Steiner &  Hottman  PC as its  principal  accountant  to audit the  Registrant's
financial  statements.  During the Registrant's two most recent fiscal years and
subsequent  interim  periods prior to the engagement of Ehrhardt Keefe Steiner &
Hottman PC, the Registrant did not, nor did anyone on the  registrant's  behalf,
consult Ehrhardt Keefe Steiner & Hottman PC regarding either (A) the application
of accounting  principles to a specified completed or proposed  transaction,  or
the type of audit opinion that might be rendered on the  Registrant's  financial
statments  as to which a  written  report or oral  advice  was  provided  to the
Registrant  that Ehrhardt  Keefe Steiner & Hottman PC concluded was an important
factor  considered  by  the  Registrant  in  reaching  a  decision  as  to  such
accounting,  auditing or financial  reporting  issue, or (B) any matter that was
the subject of a disagreement  between the  Registrant  and Andersen  Andersen &
Strong,  L.C. as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable
event as described in Item 304(a)(1)(v).


         (c) The Registrant has provided Andersen Andersen & Strong, L.C. with a
copy  of the  disclosures  it is  making  in this  Form  8-K/A.  The  Registrant
requested that Andersen  Andersen & Strong,  L.C.  furnish the Registrant with a
letter  addressed to the  Securities  and Exchange  Commission  stating  whether
Andersen  Andersen  &  Strong,  L.C.  agrees  with  the  statements  made by the
Registrant  herein and, if not, stating the respects in which it does not agree.
The  letter  subsequently  furnished  by  Andersen  Andersen & Strong,  L.C.  is
included as Exhibit 16 to this report.


<PAGE>
ITEM 7.  Exhibits.
Exhibit 16        Letter of Andersen Andersen & Strong, L.C. regarding change in
                  certifying accountant


                                   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.


Dated this 2nd day of October, 1998.

                                            ITEX Corporation



                                            By:  /s/ Graham H. Norris
                                               ------------------------
                                               Graham H. Norris
                                               Title: President & CEO























Exhibit 16






October 2, 1998

Securities and Exchange Commission 450 5th Street, N.W.
Washington, D.C.  20549

To Whom it May Concern:

We have been  furnished  with a copy of the  amended  response to Item 4 of Form
8-K/A for the event that  occurred on  September  11,  1998,  to be filed by our
former client ITEX Corporation. We agree with the statements made in response to
that Item insofar as they relate to our firm.

Very Truly Yours,

/s/ Andersen Andersen & Strong L.C.
- -----------------------------------
Andersen Andersen & Strong L.C.



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