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): January 5, 1998
  
                                  COMPUTRAC, INC.
                 (Exact name of registrant as specified in its charter)
  
                                       TEXAS
           (State or other jurisdiction of incorporation or organization)
  
                         1-9115                            75-1540265
                (Commission File Number)      (I.R.S. Employer Identification No.)
  
         222 Municipal Drive Richardson, Texas                 75080
         (Address of principal executive offices)          (Zip Code)
  
              Registrant's telephone number, including area code: (972) 234-4241
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                           -1-
  
  
  
  
  
         <PAGE>
  
         ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
  
         (a)  SECTION 304(a)(1):
  
                   (i)  On January 5, 1998, CompuTrac, Inc. (the Company)
                        dismissed the  accounting firm  of Price  Waterhouse LLP,
                        Dallas, Texas, who have acted as certifying accountants
                        for the Company for the years ending January 31, 1984
                        through January 31, 1997.
  
                   (ii) None of the prior certifying accountants' reports on the
                        Company's  financial statements  for the  past two  years
                        contained an adverse opinion or disclaimer of opinion, or
                        were qualified or modified as to uncertainty, audit scope
                        or accounting principle. 
  
                  (iii) The change of principal accountants was approved by the
                        Company's Board of Directors on December 29, 1997.
  
                   (iv) In connection  with its  audits for  the two most  recent
                        fiscal years and through January 5, 1998, there have been
                        no disagreements with Price Waterhouse LLP, on any matter
                        of accounting principle or  practice, financial statement
                        disclosure,  or   auditing  scope  or   procedure,  which
                        disagreements, if not resolved to the satisfaction of
                        Price Waterhouse LLP, would have caused said accountants
                        to make reference to the subject matter of  such
                        disagreements in their reports on the financial statements
                        for such years.
  
                   (v)  The Registrant  has requested  that Price  Waterhouse 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
                        January 5, 1998, is filed as Exhibit 4.0 to this Form 8-K.
  
         (b)  SECTION 304(a)(2):
  
              (2)  Effective  January  5,  1998,  the  Company  has  engaged  the
                   accounting firm of Grant Thornton LLP, Dallas, Texas, to act as
                   certifying accountants for the year ending January 31, 1998.
  
              (i)  There  were no  written or  oral  consultations regarding  the
                   application of accounting principles to a specific completed or
                   contemplated transaction, or to the type of audit opinion that
                   might be rendered in the Company's decision to change
                   accounting firms.
  
              (ii) (not applicable)
  
  
                                              -2-
  
  
  
  
         <PAGE>
  
         ITEM 7.   FINANCIAL  STATEMENT, PRO  FORMA  FINANCIAL INFORMATION  AND  
                   EXHIBITS.
  
              (a)  The following exhibits are filed with this report.
  
              4.0  Statement of  prior certifying accountant  in response  to the
                   information disclosed herein.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                           -3-
  
         <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 authorized.
  
  
                                                 COMPUTRAC, INC.
  
  
                                                 /s/ Cheri L. White
                                                 -------------------------------
                                                 Cheri L. White
                                                 Vice President _ Finance and
                                                 Chief Financial Officer
  
         Date:     January 5, 1998
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                           -4-
         <PAGE>
  
  
  
  
  
  
                                      EXHIBIT INDEX
  
  
                                                                SEQUENTIALLY
         EXHIBIT NO.                EXHIBIT NAME                NUMBERED PAGE
  
            4.0         Statement of prior certifying accountant     5
                        in response to the information disclosed
                        herein.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                           -5-
  
         <PAGE>
                                                                    EXHIBIT 4.0 
  
  
  
  
         January 5, 1998
  
         Securities and Exchange Commission
         450 Fifth Street, N.W.
         Washington, D.C.  20549
  
  
         Ladies and Gentlemen:
  
                                     COMPUTRAC, INC.                   
  
         We have read Item 4 of CompuTrac, Inc.'s Form 8-K dated January 5, 1998,
         and are in  agreement with the statements contained  in paragraph 4(a)
         therein.
  
  
         Yours very truly,
  
         /s/ Price Waterhouse LLP
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 6098}]
metadata_filer: {"company-data": {"conformed-name": "COMPUTRAC INC", "cik": "0000720507", "assigned-sic": "7373", "irs-number": "751540265", "state-of-incorporation": "TX", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09115", "film-number": "98504114"}, "business-address": {"street1": "222 MUNICIPAL DR", "city": "RICHARDSON", "state": "TX", "zip": "75080", "phone": "2142344241"}, "mail-address": {"street1": "222 MUNICIPAL DRIVE", "city": "RICHARDSON", "state": "TX", "zip": "75080"}}
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): January 5, 1998
  
                                  COMPUTRAC, INC.
                 (Exact name of registrant as specified in its charter)
  
                                       TEXAS
           (State or other jurisdiction of incorporation or organization)
  
                         1-9115                            75-1540265
                (Commission File Number)      (I.R.S. Employer Identification No.)
  
         222 Municipal Drive Richardson, Texas                 75080
         (Address of principal executive offices)          (Zip Code)
  
              Registrant's telephone number, including area code: (972) 234-4241
  
                                           -1-
  ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
  
         (a)  SECTION 304(a)(1):
  
                   (i)  On January 5, 1998, CompuTrac, Inc. (the Company)
                        dismissed the  accounting firm  of Price  Waterhouse LLP,
                        Dallas, Texas, who have acted as certifying accountants
                        for the Company for the years ending January 31, 1984
                        through January 31, 1997.
  
                   (ii) None of the prior certifying accountants' reports on the
                        Company's  financial statements  for the  past two  years
                        contained an adverse opinion or disclaimer of opinion, or
                        were qualified or modified as to uncertainty, audit scope
                        or accounting principle. 
  
                  (iii) The change of principal accountants was approved by the
                        Company's Board of Directors on December 29, 1997.
  
                   (iv) In connection  with its  audits for  the two most  recent
                        fiscal years and through January 5, 1998, there have been
                        no disagreements with Price Waterhouse LLP, on any matter
                        of accounting principle or  practice, financial statement
                        disclosure,  or   auditing  scope  or   procedure,  which
                        disagreements, if not resolved to the satisfaction of
                        Price Waterhouse LLP, would have caused said accountants
                        to make reference to the subject matter of  such
                        disagreements in their reports on the financial statements
                        for such years.
  
                   (v)  The Registrant  has requested  that Price  Waterhouse 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
                        January 5, 1998, is filed as Exhibit 4.0 to this Form 8-K.
  
         (b)  SECTION 304(a)(2):
  
              (2)  Effective  January  5,  1998,  the  Company  has  engaged  the
                   accounting firm of Grant Thornton LLP, Dallas, Texas, to act as
                   certifying accountants for the year ending January 31, 1998.
  
              (i)  There  were no  written or  oral  consultations regarding  the
                   application of accounting principles to a specific completed or
                   contemplated transaction, or to the type of audit opinion that
                   might be rendered in the Company's decision to change
                   accounting firms.
  
              (ii) (not applicable)
  
                                              -2-
  ITEM 7.   FINANCIAL  STATEMENT, PRO  FORMA  FINANCIAL INFORMATION  AND  
                   EXHIBITS.
  
              (a)  The following exhibits are filed with this report.
  
              4.0  Statement of  prior certifying accountant  in response  to the
                   information disclosed herein.
  
                                           -3-
  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 authorized.
  
                                                 COMPUTRAC, INC.
  
                                                 /s/ Cheri L. White
                                                 -------------------------------
                                                 Cheri L. White
                                                 Vice President _ Finance and
                                                 Chief Financial Officer
  
         Date:     January 5, 1998
  
                                           -4-
  EXHIBIT INDEX
  
                                                                SEQUENTIALLY
         EXHIBIT NO.                EXHIBIT NAME                NUMBERED PAGE
  
            4.0         Statement of prior certifying accountant     5
                        in response to the information disclosed
                        herein.
  
                                           -5-
  EXHIBIT 4.0 
  
         January 5, 1998
  
         Securities and Exchange Commission
         450 Fifth Street, N.W.
         Washington, D.C.  20549
  
         Ladies and Gentlemen:
  
                                     COMPUTRAC, INC.                   
  
         We have read Item 4 of CompuTrac, Inc.'s Form 8-K dated January 5, 1998,
         and are in  agreement with the statements contained  in paragraph 4(a)
         therein.
  
         Yours very truly,
  
         /s/ Price Waterhouse LLP