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)
                                May 18, 2001


                            TOKHEIM CORPORATION
                   -------------------------------------
             (Exact Name of Registrant as Specified in Charter)


        Indiana                        1-6018                 35-0712500
       ----------                    ----------             ---------------
 (State or Other Jurisdiction        (Commission           (IRS Employer
     of Incorporation)               File Number)          Identification No.)



10501 Corporate Drive, Fort Wayne, IN                              46845
--------------------------------------------                      --------
(Address of Principal Executive Office)                          (Zip Code)


Registrant's telephone number, including area code (219)-470-4600
                                                   ---------------

                                    N/A
            ---------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)




ITEM 4.  Changes in Registrant's Certifying Accountant.

         Following the solicitation by Tokheim Corporation (the "Company")
of bids for independent public accountants, PricewaterhouseCoopers LLP
("PwC") informed the Chief Financial Officer of the Company via telephone
on May 18, 2001, that PwC was not going to make a proposal to continue as
the Company's independent public accountants and that PwC resigned as the
current independent public accountants of the Company effective
immediately. PwC sent the Company a letter on May 18, 2001, confirming that
the client-auditor relationship between the Company and PwC had ceased.
PwC had served as the Company's independent public accountant for more than
15 years.

         PwC's reports on the financial statements for the past two fiscal
years ended November 2000 and November 1999, did not contain any adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.

         In connection with its audits for the two most recent fiscal years
and through May 18, 2001, there have been no disagreements with PwC 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 PwC would have caused them to make
reference thereto in their report on the financial statements for such
years, except that in the second quarter of 1999, the Company and PwC had a
disagreement over the propriety of charging certain payroll costs to
acquisition reserves. The financial statements were adjusted to PwC's
satisfaction prior to the filing of the second quarter report on Form 10-Q.
The Company has authorized PwC to respond fully to the inquiries of the
successor accountant concerning the subject matter of such disagreement.

         In the two most recent fiscal years and through May 18, 2001,
there have been no reportable events (as defined in Regulation S-K Item
304(a)(1)(v)) except as follows:

1.       In connection with the audit of the fiscal year ended November1999
         financial statements, PwC advised the Company in PwC's report to
         the Company's Audit Committee of an internal control deficiency at
         one of the Company's US subsidiaries, specifically inadequate
         inventory control and valuation procedures. The Company undertook
         certain steps to address the internal control deficiencies. The
         Company's Audit Committee discussed the subject matter of PwC's
         report with PwC. The Company has authorized PwC to respond fully
         to the inquiries of the successor accountant concerning the
         subject matter of such issue.

2.       In connection with the audit of the fiscal year ended November
         2000 financial statements, PwC advised the Company in PwC's report
         to the Company's Audit Committee of an internal control deficiency
         at one of the Company's German subsidiaries, specifically,
         inadequate preparation of reconciliations, account analyses and
         supporting documentation in a timely manner. The Company provided
         the required reconciliations, account analyses and supporting
         documentation prior to the completion of the audit. The Company's
         Audit Committee discussed the subject matter of PwC's report with
         PwC. The Company has authorized PwC to respond fully to the
         inquiries of the successor accountant concerning the subject
         matter of such issue.

         The Company has requested that PwC furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements. A copy of the letter is attached hereto.

         The Company has not engaged a successor independent accountant at
this time. The Company has authorized PwC to respond fully to any inquiries
of the successor 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.


                                           TOKHEIM CORPORATION


                                           ----------------------------------
                                           Registrant


Date:  May 25, 2001                        By: /S/ GEORGE A. HELLAND, JR.
                                               -------------------------------
                                               George A. Helland, Jr.
                                               Acting Chairman and Chief
                                               Executive Officer


Date:  May 25, 2001                        By: /S/ ROBERT L. MACDONALD
                                               ------------------------------
                                               Robert L. Macdonald
                                               Executive Vice President,
                                               Finance and Chief Financial
                                               Officer



                               EXHIBIT INDEX

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

16.1              PricewaterhouseCoopers LLP letter confirming the
                  cessation of the client-auditor relationship dated May
                  18, 2001.

16.2              PricewaterhouseCoopers LLP letter stating agreement with
                  matters stated herein dated May 25, 2001.


                                EXHIBIT 16.1

                 LETTER ON CHANGE IN CERTIFYING ACCOUNTANT

May 18, 2001

Mr. Robert L. Macdonald
Executive  Vice President, Finance
and Chief Financial Officer
Tokheim Corporation
P.O. Box 360
Fort Wayne, IN 46801

Dear Mr. Macdonald:

This is to confirm that the client-auditor relationship between Tokheim
Corporation (Commission File Number 1-6018) and PricewaterhouseCoopers LLP
has ceased.

Very truly yours,

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

cc:      Chief Accountant
         SECPS Letter File, Mail Stop 11-3
         Securities and Exchange Commission
         450 Fifth Street, N.W.
         Washington D.C. 20549


                                EXHIBIT 16.2

                            ACCOUNTANT'S LETTER

May 25, 2001

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

Commissioners:

We have read the statements made by Tokheim Corporation (copy attached),
which we understand will be filed with the Commission, pursuant to Item 4
of Form 8-K as part of the Company's Form 8-K report dated May 18, 2001. We
agree with the statements concerning our Firm in such Form 8-K.

Very truly yours,

PricewaterhouseCoopers LLP
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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)
                                May 18, 2001

                            TOKHEIM CORPORATION
                   -------------------------------------
             (Exact Name of Registrant as Specified in Charter)

        Indiana                        1-6018                 35-0712500
       ----------                    ----------             ---------------
 (State or Other Jurisdiction        (Commission           (IRS Employer
     of Incorporation)               File Number)          Identification No.)

10501 Corporate Drive, Fort Wayne, IN                              46845
--------------------------------------------                      --------
(Address of Principal Executive Office)                          (Zip Code)

Registrant's telephone number, including area code (219)-470-4600
                                                   ---------------

                                    N/A
            ---------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)

ITEM 4.  Changes in Registrant's Certifying Accountant.

         Following the solicitation by Tokheim Corporation (the "Company")
of bids for independent public accountants, PricewaterhouseCoopers LLP
("PwC") informed the Chief Financial Officer of the Company via telephone
on May 18, 2001, that PwC was not going to make a proposal to continue as
the Company's independent public accountants and that PwC resigned as the
current independent public accountants of the Company effective
immediately. PwC sent the Company a letter on May 18, 2001, confirming that
the client-auditor relationship between the Company and PwC had ceased.
PwC had served as the Company's independent public accountant for more than
15 years.

         PwC's reports on the financial statements for the past two fiscal
years ended November 2000 and November 1999, did not contain any adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.

         In connection with its audits for the two most recent fiscal years
and through May 18, 2001, there have been no disagreements with PwC 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 PwC would have caused them to make
reference thereto in their report on the financial statements for such
years, except that in the second quarter of 1999, the Company and PwC had a
disagreement over the propriety of charging certain payroll costs to
acquisition reserves. The financial statements were adjusted to PwC's
satisfaction prior to the filing of the second quarter report on Form 10-Q.
The Company has authorized PwC to respond fully to the inquiries of the
successor accountant concerning the subject matter of such disagreement.

         In the two most recent fiscal years and through May 18, 2001,
there have been no reportable events (as defined in Regulation S-K Item
304(a)(1)(v)) except as follows:

1.       In connection with the audit of the fiscal year ended November1999
         financial statements, PwC advised the Company in PwC's report to
         the Company's Audit Committee of an internal control deficiency at
         one of the Company's US subsidiaries, specifically inadequate
         inventory control and valuation procedures. The Company undertook
         certain steps to address the internal control deficiencies. The
         Company's Audit Committee discussed the subject matter of PwC's
         report with PwC. The Company has authorized PwC to respond fully
         to the inquiries of the successor accountant concerning the
         subject matter of such issue.

2.       In connection with the audit of the fiscal year ended November
         2000 financial statements, PwC advised the Company in PwC's report
         to the Company's Audit Committee of an internal control deficiency
         at one of the Company's German subsidiaries, specifically,
         inadequate preparation of reconciliations, account analyses and
         supporting documentation in a timely manner. The Company provided
         the required reconciliations, account analyses and supporting
         documentation prior to the completion of the audit. The Company's
         Audit Committee discussed the subject matter of PwC's report with
         PwC. The Company has authorized PwC to respond fully to the
         inquiries of the successor accountant concerning the subject
         matter of such issue.

         The Company has requested that PwC furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements. A copy of the letter is attached hereto.

         The Company has not engaged a successor independent accountant at
this time. The Company has authorized PwC to respond fully to any inquiries
of the successor 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.

                                           TOKHEIM CORPORATION

                                           ----------------------------------
                                           Registrant

Date:  May 25, 2001                        By: /S/ GEORGE A. HELLAND, JR.
                                               -------------------------------
                                               George A. Helland, Jr.
                                               Acting Chairman and Chief
                                               Executive Officer

Date:  May 25, 2001                        By: /S/ ROBERT L. MACDONALD
                                               ------------------------------
                                               Robert L. Macdonald
                                               Executive Vice President,
                                               Finance and Chief Financial
                                               Officer

                               EXHIBIT INDEX

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

16.1              PricewaterhouseCoopers LLP letter confirming the
                  cessation of the client-auditor relationship dated May
                  18, 2001.

16.2              PricewaterhouseCoopers LLP letter stating agreement with
                  matters stated herein dated May 25, 2001.

                                EXHIBIT 16.1

                 LETTER ON CHANGE IN CERTIFYING ACCOUNTANT

May 18, 2001

Mr. Robert L. Macdonald
Executive  Vice President, Finance
and Chief Financial Officer
Tokheim Corporation
P.O. Box 360
Fort Wayne, IN 46801

Dear Mr. Macdonald:

This is to confirm that the client-auditor relationship between Tokheim
Corporation (Commission File Number 1-6018) and PricewaterhouseCoopers LLP
has ceased.

Very truly yours,

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

cc:      Chief Accountant
         SECPS Letter File, Mail Stop 11-3
         Securities and Exchange Commission
         450 Fifth Street, N.W.
         Washington D.C. 20549

                                EXHIBIT 16.2

                            ACCOUNTANT'S LETTER

May 25, 2001

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

Commissioners:

We have read the statements made by Tokheim Corporation (copy attached),
which we understand will be filed with the Commission, pursuant to Item 4
of Form 8-K as part of the Company's Form 8-K report dated May 18, 2001. We
agree with the statements concerning our Firm in such Form 8-K.

Very truly yours,

PricewaterhouseCoopers LLP