<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  _____________

                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section l3 or l5(d) of the
                         Securities Exchange Act of l934


        Date of Report (Date of earliest event reported) January 9, 1998 



                            COTELLIGENT GROUP, INC. 
             (Exact name of registrant as specified in its charter)



                          Delaware 0-25372 94-3173918 
               (State of other juris- (Commission (I.R.S. Employer
           diction of incorporation) File Number) Identification No.)


 
           101 California Street, Suite 2050, San Francisco, CA 94111 
               (Address of principal executive offices) (Zip Code)


                                     (415) 
                                    439-6400 
              (Registrant's telephone number, including area code)



          (Former name or former address, if changed since last report)
<PAGE>

Item 4.  Changes in Registrant's Certifying Accountants

         A.       (i)      Cotelligent Group, Inc.'s (the "Company") former 
                           accountants, Price Waterhouse LLP, were dismissed on
                           January 9, 1998 and were replaced by Arthur Andersen 
                           LLP.

                  (ii)     Price Waterhouse LLP's reports on the Company's 
                           financial statements for the fiscal years ended
                           March 31, 1997 and March 31, 1996 have not contained
                           an adverse opinion or a disclaimer of opinion, nor 
                           been qualified or modified as to uncertainty, audit 
                           scope, or accounting principles.

                  (iii)    At a meeting of the Company's Board of Directors on 
                           December 23, 1997, the Board authorized the Audit 
                           Committee and the Chairman of the Board to review the
                           relationship with Price Waterhouse LLP and engage in
                           discussions with additional accounting firms to 
                           determine whether a new accounting firm should be 
                           engaged by the Company.

                  (iv)     The Audit Committee of the Board of Directors and the
                           Chairman of the Board, approved Arthur Andersen LLP 
                           as the Company's accountants on January 9, 1998.

                  (v)      During the fiscal years ended March 31, 1997 and 
                           1996, and up to January 9, 1998, there were no
                           disagreements with the Company's former accountants 
                           on any matter of accounting principles or practices,
                           financial statement disclosure or auditing scope or 
                           procedure.

                  (vi)     None of the events set forth below have occurred 
                           during the fiscal years ended March 31, 1997 or 1996
                           or in the interim period ended January 9, 1998:

                           (A)      The Company's former accountants having 
                                    advised the Company that the internal 
                                    controls necessary for the Company to 
                                    develop reliable financial statements do 
                                    not exist;

                           (B)      The Company's former accountants having 
                                    advised the Company that information has 
                                    come to their attention that has led it to 
                                    no longer be able to rely on management's
                                    representations, or that has made it 
                                    unwilling to be associated with the 
                                    financial statements prepared by management;

                           (C)(1)   The Company's former accountants having 
                                    advised the Company of the need to expand
                                    significantly the scope of its audit, or 
                                    that information has come to their attention
                                    during the fiscal years ended March 31, 
                                    1997 and March 31, 1996 and the interim 
                                    period ending January 9, 1998, that if 
                                    further investigated may:  (i) materially 
                                    impact the fairness or reliability of
<PAGE>

 
                                    either: a previously issued audit report on
                                    the underlying financial statements; or the
                                    financial statements issued or to be issued
                                    covering the fiscal period(s) subsequent to
                                    the date of the most recent financial 
                                    statements covered by an audit report 
                                    (including information that may prevent it 
                                    from rendering an unqualified audit report 
                                    on those financial statements), or (ii) 
                                    cause it to be unwilling to rely on 
                                    management's representations or be 
                                    associated with the Company's financial 
                                    statements, and

                           (C)(2)   Due to the Company's former accountants 
                                    dismissal, or for any other reason, the
                                    accountants did not so expand the scope of 
                                    their audit or conduct such further
                                    investigation; or

                           (D)(1)   The Company's former accountants having 
                                    advised the Company that information has 
                                    come to their attention that it has 
                                    concluded materially impacts the fairness or
                                    reliability of either:  (i) a previously 
                                    issued audit report or the underlying
                                    financial statements, or (ii) the financial
                                    statements issued or to be issued covering
                                    the fiscal period(s) subsequent to the date 
                                    of the most recent financial statements
                                    covered by an audit report (including 
                                    information that, unless resolved to their
                                    satisfaction, would prevent it from 
                                    rendering an unqualified audit report on 
                                    those financial statements), and

                           (D)(2)   Due to the Company's former accountants 
                                    dismissal, or for any other reason, the 
                                    issue has not been resolved to the 
                                    accountants' satisfaction prior to its 
                                    dismissal.

         B.       (i)      Arthur Andersen LLP were engaged as the Company's 
                           independent accountants as of January 9, 1998.

                  (ii)     The Company has not, during its two most recent 
                           fiscal years, or any subsequent interim period,
                           consulted with Arthur Andersen LLP regarding any 
                           of the matters set forth in Item 304(a)(2)(i)
                           or (ii) of Regulation S-K.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         1.        Letter, dated January __, 1998, from Price Waterhouse LLP
                   to the SEC.
                  (to be filed by amendment)







<PAGE>


NY02A/183982.1
                                   SIGNATURES


 Pursuant to the requirements of the Securities Exchange Act of l934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                                               COTELLIGENT GROUP, INC.     
                                                    (Registrant)


                                             /s/ James R. Lavelle          
                                                (Signature)
                                                James R. Lavelle
                                                Chairman of the Board and
                                                  Chief Executive Officer



Date:  January 16, 1998
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SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  _____________

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section l3 or l5(d) of the
                         Securities Exchange Act of l934

        Date of Report (Date of earliest event reported) January 9, 1998 

                            COTELLIGENT GROUP, INC. 
             (Exact name of registrant as specified in its charter)

                          Delaware 0-25372 94-3173918 
               (State of other juris- (Commission (I.R.S. Employer
           diction of incorporation) File Number) Identification No.)

 
           101 California Street, Suite 2050, San Francisco, CA 94111 
               (Address of principal executive offices) (Zip Code)

                                     (415) 
                                    439-6400 
              (Registrant's telephone number, including area code)

          (Former name or former address, if changed since last report)
Item 4.  Changes in Registrant's Certifying Accountants

         A.       (i)      Cotelligent Group, Inc.'s (the "Company") former 
                           accountants, Price Waterhouse LLP, were dismissed on
                           January 9, 1998 and were replaced by Arthur Andersen 
                           LLP.

                  (ii)     Price Waterhouse LLP's reports on the Company's 
                           financial statements for the fiscal years ended
                           March 31, 1997 and March 31, 1996 have not contained
                           an adverse opinion or a disclaimer of opinion, nor 
                           been qualified or modified as to uncertainty, audit 
                           scope, or accounting principles.

                  (iii)    At a meeting of the Company's Board of Directors on 
                           December 23, 1997, the Board authorized the Audit 
                           Committee and the Chairman of the Board to review the
                           relationship with Price Waterhouse LLP and engage in
                           discussions with additional accounting firms to 
                           determine whether a new accounting firm should be 
                           engaged by the Company.

                  (iv)     The Audit Committee of the Board of Directors and the
                           Chairman of the Board, approved Arthur Andersen LLP 
                           as the Company's accountants on January 9, 1998.

                  (v)      During the fiscal years ended March 31, 1997 and 
                           1996, and up to January 9, 1998, there were no
                           disagreements with the Company's former accountants 
                           on any matter of accounting principles or practices,
                           financial statement disclosure or auditing scope or 
                           procedure.

                  (vi)     None of the events set forth below have occurred 
                           during the fiscal years ended March 31, 1997 or 1996
                           or in the interim period ended January 9, 1998:

                           (A)      The Company's former accountants having 
                                    advised the Company that the internal 
                                    controls necessary for the Company to 
                                    develop reliable financial statements do 
                                    not exist;

                           (B)      The Company's former accountants having 
                                    advised the Company that information has 
                                    come to their attention that has led it to 
                                    no longer be able to rely on management's
                                    representations, or that has made it 
                                    unwilling to be associated with the 
                                    financial statements prepared by management;

                           (C)(1)   The Company's former accountants having 
                                    advised the Company of the need to expand
                                    significantly the scope of its audit, or 
                                    that information has come to their attention
                                    during the fiscal years ended March 31, 
                                    1997 and March 31, 1996 and the interim 
                                    period ending January 9, 1998, that if 
                                    further investigated may:  (i) materially 
                                    impact the fairness or reliability of
either: a previously issued audit report on
                                    the underlying financial statements; or the
                                    financial statements issued or to be issued
                                    covering the fiscal period(s) subsequent to
                                    the date of the most recent financial 
                                    statements covered by an audit report 
                                    (including information that may prevent it 
                                    from rendering an unqualified audit report 
                                    on those financial statements), or (ii) 
                                    cause it to be unwilling to rely on 
                                    management's representations or be 
                                    associated with the Company's financial 
                                    statements, and

                           (C)(2)   Due to the Company's former accountants 
                                    dismissal, or for any other reason, the
                                    accountants did not so expand the scope of 
                                    their audit or conduct such further
                                    investigation; or

                           (D)(1)   The Company's former accountants having 
                                    advised the Company that information has 
                                    come to their attention that it has 
                                    concluded materially impacts the fairness or
                                    reliability of either:  (i) a previously 
                                    issued audit report or the underlying
                                    financial statements, or (ii) the financial
                                    statements issued or to be issued covering
                                    the fiscal period(s) subsequent to the date 
                                    of the most recent financial statements
                                    covered by an audit report (including 
                                    information that, unless resolved to their
                                    satisfaction, would prevent it from 
                                    rendering an unqualified audit report on 
                                    those financial statements), and

                           (D)(2)   Due to the Company's former accountants 
                                    dismissal, or for any other reason, the 
                                    issue has not been resolved to the 
                                    accountants' satisfaction prior to its 
                                    dismissal.

         B.       (i)      Arthur Andersen LLP were engaged as the Company's 
                           independent accountants as of January 9, 1998.

                  (ii)     The Company has not, during its two most recent 
                           fiscal years, or any subsequent interim period,
                           consulted with Arthur Andersen LLP regarding any 
                           of the matters set forth in Item 304(a)(2)(i)
                           or (ii) of Regulation S-K.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         1.        Letter, dated January __, 1998, from Price Waterhouse LLP
                   to the SEC.
                  (to be filed by amendment)
NY02A/183982.1
                                   SIGNATURES

 Pursuant to the requirements of the Securities Exchange Act of l934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                                               COTELLIGENT GROUP, INC.     
                                                    (Registrant)

                                             /s/ James R. Lavelle          
                                                (Signature)
                                                James R. Lavelle
                                                Chairman of the Board and
                                                  Chief Executive Officer

Date:  January 16, 1998