COMPUTER OUTSOURCING SERVICES INC
8-K, 1998-10-29
COMPUTER PROCESSING & DATA PREPARATION
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                    U.S. 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) October 29, 1998
                                                       ----------------





                      COMPUTER OUTSOURCING SERVICES, INC.
            ------------------------------------------------------       
            (Exact name of registrant as specified in its charter)

                        Commission file number: 0-20824
                                                -------


                   New York                         13-3252333
       -------------------------------          -------------------
       (State or other jurisdiction of          (IRS Employer
       incorporation or organization)           Identification No.)

             360 West 31st Street   New York, New York      10001
           --------------------------------------------------------
           (Address of principal executive offices)      (Zip Code)

                                
                                (212) 564-3730
                          ---------------------------
                          (Issuer's telephone number)







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                      COMPUTER OUTSOURCING SERVICES, INC.


Item 4.   Change in Registrant's Certifying Accountant
          --------------------------------------------

On October 29, 1998, the Company engaged Ernst & Young LLP ("E&Y") to perform
the audit for the year ending October 31, 1998.

During the two previous fiscal years, and during the period subsequent to the 
last fiscal year through the date of the engagement of E&Y, the Company did not
consult with E&Y regarding (i) the application of accounting principles to any 
transaction, either completed or proposed; or the type of audit opinion that 
might be rendered on the Company's financial statements, or (ii) any matter that
was either the subject of a disagreement or a reportable event.


                           
                           
                           
                                  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 OUTSOURCING SERVICES, INC.





                                       /s/
Date: October 29, 1998      --------------------------------------
                            Zach Lonstein, Chairman and 
                            Chief Executive Officer

                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                               
                                                                
                                                                
                                                               
                                                                
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