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):  July 17, 2000
  
                                 NCT Group, Inc.
                 (formerly Noise Cancellation Technologies, Inc.)
                (Exact name of Registrant as specified in Charter)
  
  
        Delaware                         0-18267                 59-2501025
  (State or other juris-               (Commission             (IRS Employer
  diction of incorporation)            File Number)           Identification
                                                                   Number)
  
  
  20 Ketchum Street, Westport, Connecticut                             06880
  (Address of principal executive offices)                          (Zip Code)
  
  Registrant's telephone number including area code:              (203)226-4447
  
  
        1015 West Nursery Road, Linthicum, Maryland 21090
    (Former name or former address, if changes since last report)
  
  
  <PAGE>
  
  Item 4.           Changes in Registrant's Certifying Accountant.
  
        On July 17, 2000, the Company notified its independent accountants,
  Richard A. Eisner & Co., LLP ("RAE") that the auditing services of RAE would
  no longer be required.  RAE's dismissal was approved by the registrant's
  Board of Directors.  RAE originally was selected as the Company's independent
  accountants in January, 1995 to audit the Company's consolidated financial
  statements as of and for the year ended December 31, 1994.
  
        During the Company's fiscal year ended December 31, 1999, and during
  the interim period preceding their dismissal as the Company's independent
  accountants, there were no disagreements with RAE on any matters of
  accounting principles or practices, financial statement disclosure, or
  auditing scope or procedure, which disagreement(s), if not resolved to the
  satisfaction of RAE, would have caused it to make reference to the subject
  matter of the disagreement(s) in connection with its report.  The report of
  RAE, dated February 25, 2000 (with respect to Note 11, March 7, 2000), on the
  Companys consolidated financial statements as of and for the year ended
  December 31, 1999 included in the Companys 1999 Annual Report on Form 10-K,
  did not contain an adverse opinion and was not qualified or modified as to
  audit scope or accounting principles.  A letter from RAE is attached as
  Exhibit 16.
  
        On July 17, 2000, the Company engaged the accounting firm of Goldstein
  Golub Kessler LLP ("GGK") as independent accountants to audit the
  consolidated financial statements of the Company for the fiscal year ending
  December 31, 2000.  The engagement was authorized by the registrant's Board
  of Directors.  During the fiscal year ended December 31, 1999, and the
  subsequent period, neither the Company nor any person on the Company's behalf
  consulted GGK regarding either 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 Companys consolidated financial
  statements.
  
  Item 7.           Exhibits
  
  Exhibit No.             Description                   Sequential Page No.
  
  16                Letter of Richard A. Eisner & Co., LLP           4
                    re change in certifying accountant
  
  <PAGE>
  
                                      SIGNATURE
        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 thereunto duly authorized.
  
  
                                            NCT GROUP, INC.
                                            Registrant
  
  
  
                                            By:   /s/  Cy E. Hammond
                                                  Cy E. Hammond
                                                  Senior Vice President and
                                                  Chief Financial Officer
  
  
  Date: July 21, 2000
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "8K071700", "secsgml_size_bytes": 4180}]
metadata_filer: {"company-data": {"conformed-name": "NCT GROUP INC", "cik": "0000722051", "assigned-sic": "3690", "irs-number": "592501025", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-18267", "film-number": "676484"}, "business-address": {"street1": "1025 WEST NURSERY RD", "street2": "STE 120", "city": "LINTHICUM", "state": "NY", "zip": "21090", "phone": "4106368700"}, "mail-address": {"street1": "1025 WEST NURSERY RD", "street2": "STE 120", "city": "LINTHICUM", "state": "MD", "zip": "21090"}, "former-company": [{"former-conformed-name": "NOISE CANCELLATION TECHNOLOGIES INC", "date-changed": "19920703"}, {"former-conformed-name": "ION TECHNOLOGIES INC/NV", "date-changed": "19850512"}, {"former-conformed-name": "PRETORIA TECHNOLOGY INC", "date-changed": "19840404"}]}
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):  July 17, 2000
  
                                 NCT Group, Inc.
                 (formerly Noise Cancellation Technologies, Inc.)
                (Exact name of Registrant as specified in Charter)
  
        Delaware                         0-18267                 59-2501025
  (State or other juris-               (Commission             (IRS Employer
  diction of incorporation)            File Number)           Identification
                                                                   Number)
  
  20 Ketchum Street, Westport, Connecticut                             06880
  (Address of principal executive offices)                          (Zip Code)
  
  Registrant's telephone number including area code:              (203)226-4447
  
        1015 West Nursery Road, Linthicum, Maryland 21090
    (Former name or former address, if changes since last report)
  Item 4.           Changes in Registrant's Certifying Accountant.
  
        On July 17, 2000, the Company notified its independent accountants,
  Richard A. Eisner & Co., LLP ("RAE") that the auditing services of RAE would
  no longer be required.  RAE's dismissal was approved by the registrant's
  Board of Directors.  RAE originally was selected as the Company's independent
  accountants in January, 1995 to audit the Company's consolidated financial
  statements as of and for the year ended December 31, 1994.
  
        During the Company's fiscal year ended December 31, 1999, and during
  the interim period preceding their dismissal as the Company's independent
  accountants, there were no disagreements with RAE on any matters of
  accounting principles or practices, financial statement disclosure, or
  auditing scope or procedure, which disagreement(s), if not resolved to the
  satisfaction of RAE, would have caused it to make reference to the subject
  matter of the disagreement(s) in connection with its report.  The report of
  RAE, dated February 25, 2000 (with respect to Note 11, March 7, 2000), on the
  Companys consolidated financial statements as of and for the year ended
  December 31, 1999 included in the Companys 1999 Annual Report on Form 10-K,
  did not contain an adverse opinion and was not qualified or modified as to
  audit scope or accounting principles.  A letter from RAE is attached as
  Exhibit 16.
  
        On July 17, 2000, the Company engaged the accounting firm of Goldstein
  Golub Kessler LLP ("GGK") as independent accountants to audit the
  consolidated financial statements of the Company for the fiscal year ending
  December 31, 2000.  The engagement was authorized by the registrant's Board
  of Directors.  During the fiscal year ended December 31, 1999, and the
  subsequent period, neither the Company nor any person on the Company's behalf
  consulted GGK regarding either 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 Companys consolidated financial
  statements.
  
  Item 7.           Exhibits
  
  Exhibit No.             Description                   Sequential Page No.
  
  16                Letter of Richard A. Eisner & Co., LLP           4
                    re change in certifying accountant
  SIGNATURE
        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 thereunto duly authorized.
  
                                            NCT GROUP, INC.
                                            Registrant
  
                                            By:   /s/  Cy E. Hammond
                                                  Cy E. Hammond
                                                  Senior Vice President and
                                                  Chief Financial Officer
  
  Date: July 21, 2000