content: 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 31, 1997
  
  
                                SONEX RESEARCH, INC.
  
                 (Exact name of registrant as specified in Charter)
  
  
         Maryland                    0-14465                  52-1188993
  
      (State or other            (Commision file            (IRS employer
      jurisdiction of                number)              identification no.)
       incorporation)
  
  
  
                        23 Hudson Street, Annapolis, MD 21401
  
                      (Address of principal executive offices)
  
  
                                   (410) 266-5556
  
                (Registrant's telephone number, including area code)
   
  
  
                                         N/A
  
            (Former name or former address, if changed since last report)
  
  
  
  <PAGE>
  
  
              ITEM 4. - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
  
  
  (a)      Previous independent accountants
           --------------------------------
  
           On October 31, 1997, Sonex Research,  Inc. (the "Registrant")  informed
  Price  Waterhouse LLP that it had been dismissed as its independent  accountants
  for the year ended December 31, 1997.
  
           The reports of Price Waterhouse LLP on the financial  statements of the
  Registrant  for the past two  fiscal  years  contained  no  adverse  opinion  or
  disclaimer  of opinion and were not  qualified  or modified as to audit scope or
  accounting principle; however, such reports were modified by the inclusion of an
  explanatory  paragraph  indicating  that there was  substantial  doubt about the
  Registrant's ability to continue as a going concern.
  
           The  Registrant's  Board of  Directors  made  the  decision  to  change
  independent accountants.
  
           In connection  with its audits for the two most recent fiscal years and
  through October 31, 1997, there have been no disagreements with Price Waterhouse
  LLP 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 Price  Waterhouse  LLP,  would have caused them to make
  reference thereto in their report on the financial statements for such years.
  
           The Registrant has requested that Price  Waterhouse LLP furnish it with
  a letter  addressed  to the SEC stating  whether or not it agrees with the above
  statements.  A copy of such letter,  dated November 3, 1997, is filed as Exhibit
  16 to this Form 8-K.
  
  
  (b)      New independent accountants
           ---------------------------
  
           The Registrant  engaged C. L. Stewart & Company as its new  independent
  accountants as of October 31, 1997.  During the two most recent fiscal years and
  through  October 31, 1997, the Registrant has not consulted with C. L. Stewart &
  Company  regarding  either (i) the  application  of  accounting  principles to a
  specified  transaction,  either  completed  or  proposed;  or the  type of audit
  opinion that might be rendered on the  Registrant's  financial  statements,  and
  either a written  report  was  provided  to the  Registrant  or oral  advice was
  provided that C.L. Stewart & Co. concluded was an important factor considered by
  the  Registrant  in  reaching  a  decision  as to the  accounting,  auditing  or
  financial  reporting  issue; or (ii) any matter that was either the subject of a
  disagreement,  as that term is defined in Item  304(a)(1)(iv)  of Regulation S-K
  and the related  instructions  to Item 304 of  Regulation  S-K, or a  reportable
  event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
  
  <PAGE>
  
                                     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.
  
  
  
  
  
  November 4, 1997                             SONEX RESEARCH, INC.       
                                               Registrant
  
  
  
                                                 /s/ George E. Ponticas          
                                               -----------------------------
                                               George E. Ponticas
                                               Chief Financial Officer
  
  <PAGE>
                                                                        EXHIBIT 16
  
  
   
  November 3, 1997
  
  
  Securities and Exchange Commission
  450 Fifth Street, N.W.
  Washington, D.C.  20549
  
  Ladies and Gentlemen:
  
           We have read Item 4 of Sonex  Research,  Inc.'s Form 8-K dated  October
  31, 1997 and are in agreement  with the  statements  contained in paragraph 4(a)
  therein.
  
  
  Yours very truly,
  
  
  PRICE WATERHOUSE LLP
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 5020}]
metadata_filer: {"company-data": {"conformed-name": "SONEX RESEARCH INC", "cik": "0000723312", "assigned-sic": "8731", "irs-number": "521188993", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-14465", "film-number": "97707217"}, "business-address": {"street1": "23 HUDSON ST", "city": "ANNAPOLIS", "state": "MD", "zip": "21401", "phone": "4102665556"}, "mail-address": {"street1": "23 HUDSON STREET", "city": "ANNAPOLIS", "state": "MD", "zip": "21401"}}
text: 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 31, 1997
  
                                SONEX RESEARCH, INC.
  
                 (Exact name of registrant as specified in Charter)
  
         Maryland                    0-14465                  52-1188993
  
      (State or other            (Commision file            (IRS employer
      jurisdiction of                number)              identification no.)
       incorporation)
  
                        23 Hudson Street, Annapolis, MD 21401
  
                      (Address of principal executive offices)
  
                                   (410) 266-5556
  
                (Registrant's telephone number, including area code)
   
  
                                         N/A
  
            (Former name or former address, if changed since last report)
  ITEM 4. - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
  
  (a)      Previous independent accountants
           --------------------------------
  
           On October 31, 1997, Sonex Research,  Inc. (the "Registrant")  informed
  Price  Waterhouse LLP that it had been dismissed as its independent  accountants
  for the year ended December 31, 1997.
  
           The reports of Price Waterhouse LLP on the financial  statements of the
  Registrant  for the past two  fiscal  years  contained  no  adverse  opinion  or
  disclaimer  of opinion and were not  qualified  or modified as to audit scope or
  accounting principle; however, such reports were modified by the inclusion of an
  explanatory  paragraph  indicating  that there was  substantial  doubt about the
  Registrant's ability to continue as a going concern.
  
           The  Registrant's  Board of  Directors  made  the  decision  to  change
  independent accountants.
  
           In connection  with its audits for the two most recent fiscal years and
  through October 31, 1997, there have been no disagreements with Price Waterhouse
  LLP 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 Price  Waterhouse  LLP,  would have caused them to make
  reference thereto in their report on the financial statements for such years.
  
           The Registrant has requested that Price  Waterhouse LLP furnish it with
  a letter  addressed  to the SEC stating  whether or not it agrees with the above
  statements.  A copy of such letter,  dated November 3, 1997, is filed as Exhibit
  16 to this Form 8-K.
  
  (b)      New independent accountants
           ---------------------------
  
           The Registrant  engaged C. L. Stewart & Company as its new  independent
  accountants as of October 31, 1997.  During the two most recent fiscal years and
  through  October 31, 1997, the Registrant has not consulted with C. L. Stewart &
  Company  regarding  either (i) the  application  of  accounting  principles to a
  specified  transaction,  either  completed  or  proposed;  or the  type of audit
  opinion that might be rendered on the  Registrant's  financial  statements,  and
  either a written  report  was  provided  to the  Registrant  or oral  advice was
  provided that C.L. Stewart & Co. concluded was an important factor considered by
  the  Registrant  in  reaching  a  decision  as to the  accounting,  auditing  or
  financial  reporting  issue; or (ii) any matter that was either the subject of a
  disagreement,  as that term is defined in Item  304(a)(1)(iv)  of Regulation S-K
  and the related  instructions  to Item 304 of  Regulation  S-K, or a  reportable
  event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
  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.
  
  November 4, 1997                             SONEX RESEARCH, INC.       
                                               Registrant
  
                                                 /s/ George E. Ponticas          
                                               -----------------------------
                                               George E. Ponticas
                                               Chief Financial Officer
  EXHIBIT 16
  
   
  November 3, 1997
  
  Securities and Exchange Commission
  450 Fifth Street, N.W.
  Washington, D.C.  20549
  
  Ladies and Gentlemen:
  
           We have read Item 4 of Sonex  Research,  Inc.'s Form 8-K dated  October
  31, 1997 and are in agreement  with the  statements  contained in paragraph 4(a)
  therein.
  
  Yours very truly,
  
  PRICE WATERHOUSE LLP