MACE SECURITY INTERNATIONAL INC
8-K, 1999-06-02
INDUSTRIAL ORGANIC CHEMICALS
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                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, DC  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):  MAY 26, 1999



                       MACE SECURITY INTERNATIONAL, INC.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)



          DELAWARE                        0-22810                03-0311630
 ---------------------------           --------------         ----------------
(State or other jurisdiction            (Commission            (IRS Employer
     of incorporation)                  File Number)         Identification No.)



          160 BENMONT AVENUE
          BENNINGTON, VERMONT                      05201
        -------------------------               -----------
 (Address of principal executive offices)        (Zip Code)



Registrant's telephone number, including area code:  (802) 447-1503
                                                     --------------



                               NOT APPLICABLE
             ----------------------------------------------------
         (Former name or former address, if changed since last report)
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ITEM 4.    CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
           ---------------------------------------------

The firm of Urbach Kahn & Werlin PC has served as the independent accountants of
Mace Security International, Inc. (the "Company") for the last two fiscal years.
On May 26, 1999, Urbach Kahn & Werlin PC resigned as the Company's independent
accountants. The Company has selected the international accounting firm of Ernst
& Young LLP to serve as the Company's new independent accountants.

The reports of Urbach Kahn & Werlin PC on the Company's consolidated financial
statements for the last two fiscal years did not contain any adverse opinion or
disclaimer of opinion, or modification or qualification as to uncertainty, audit
scope or accounting principles.  In connection with its audits for the two most
recent fiscal years and through March 31, 1999, there have been no disagreements
between the Company and Urbach Kahn & Werlin PC on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of Urbach
Kahn & Werlin PC, would have caused them to make reference thereto in their
report on the Company's consolidated financial statements for such years.
During the two most recent fiscal years and through March 31, 1999, there have
been no reportable disagreements or events (as defined in Item 304(a)(2)(ii) of
Regulation S-B of the Securities and Exchange Commission (the "Commission")).

The Company has provided Urbach Kahn & Werlin PC with a copy of the above
statements and has requested that Urbach Kahn & Werlin PC furnish it with a
letter addressed to the Commission stating whether or not it agrees with the
above statements.  A copy of such letter dated June 2, 1999 is included in this
Report as Exhibit 16.
          ----------

ITEM 7.

      (C)  EXHIBITS.
           ---------


      Exhibit Number      Description of Exhibit
      --------------      ----------------------

      Exhibit 16          Letter dated June 2, 1999 of Urbach Kahn & Werlin PC



                                       2
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                                 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.


                                           MACE SECURITY INTERNATIONAL, INC.



DATE: JUNE 2, 1999                         BY: /S/ GREGORY M. KRZEMIEN
                                           -------------------------------------
                                           Gregory M. Krzemien
                                           Chief Financial Officer and Treasurer



                                       3
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                                 EXHIBIT INDEX
                                 -------------


  Exhibit Number            DESCRIPTION OF EXHIBIT
  --------------            ----------------------

       16                   Letter dated June 2, 1999 of Urbach Kahn & Werlin PC





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                                                                      Exhibit 16
                                                                      ----------

                            URBACH KAHN & WERLIN PC




June 2, 1999


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


Commissioners:

We have read the statements made by Mace Security International, Inc. (copy
attached), which we understand has been filed with the Commission, pursuant to
Item 4 of Form 8-K, as part of Mace's Form 8-K report dated June 2, 1999.  We
agree with the statements concerning our Firm in such Form 8-K.


Very truly yours,

/s/ Urbach Kahn & Werlin PC

Urbach Kahn & Werlin PC


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