SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) April 17, 1997
Natural MicroSystems Corporation
______________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 0-23282 04-2814586
______________________________________________________________________
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification Number)
8 Erie Drive, Natick, Massachusetts 01760
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(Address of principal executive offices) (Zip Code)
(508) 650-1300
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(Registrant's telephone number, including area code)
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ITEMS 1 to 3 Not applicable.
ITEM 4 Changes in Registrants Certifying Accountants
(a) On April 17, 1997 the Board of Directors of Natural
MicroSystems Corporation (The Registrant) upon
recommendation of its Audit Committee approved a change in
the Registrant's independent accountants from KPMG Peat
Marwick LLP to Coopers & Lybrand L.L.P. effective for the
fiscal year ending December 31, 1997.
The following information is provided in response to
Item 304(a) (1) of Regulation S-K:
1. None of the reports of KPMG Peat Marwick LLP on
the Registrant's financial statements for the past two years
contained an adverse opinion or a disclaimer of opinion
or was qualified or modified as to uncertainty, audit
scope or accounting principles.
2. In connection with its audits for the two
most recent fiscal years and through April 17, 1997, there
were no disagreements or events with KPMG LLP of the type
required to be disclosed by Item 304 (a) (1) (iv) or (v).
The registrant has requested that KPMG Peat Marwick LLP
furnish it with a letter addressed to the Securities and
Exchange Commission stating whether or not it agrees with
the above statements. A copy of such letter, dated April
24, 1997, stating that firm's agreement with items 1 and 2
above is filed as Exhibit 16.1 to this Form 8K.
ITEMS 5 and 6. Not applicable
ITEM 7 Financial Statements and Exhibits
a. Exhibits
Exhibit 16.1 Letter from KPMG Peat Marwick LLP to Registrant
ITEM 8 Not applicable
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
Natural MicroSystems Corporation
Dated: April 24, 1997 By /s/ Robert P. Schechter
Robert P. Schechter
President and Chief
Executive Officer
Dated: April 24, 1997 By /s/ John F. Kennedy
John F. Kennedy
Chief Financial Officer
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Exhibit 16.1
KPMG Peat Marwick LLP
99 High Street
Boston, Massachusetts 02110-2371
Telephone 617-988-10000
Telefax 617-988-0800
April 24, 1997
Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We were previously principal accountants for Natural MicroSystems
Corporation and, under the date of January 14, 1997, we reported
on the consolidated financial statements of Natural MicroSystems
Corporation and subsidiaries as of and for the years ended December
31, 1996 and 1995. On April 17, 1997, our appointment as principal
accountants was terminated. We have read Natural MicroSystems
Corporation's statements included under Item 4 of its Form 8-K dated
April 24, 1997, and we agree with such statements, except that we are
not in a position to agree or disagree with Natural MicroSystems
Corporation's statement that the change was approved by the Board
upon recommendation of the Audit Committee.
Yours very truly,
/S/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
