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                     SECURITIES  AND  EXCHANGE  COMMISSION
                             WASHINGTON, DC  20549


                               ---------------


                                   FORM  8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934




                              DECEMBER 19, 1996
                              ------------------
                       (Date of earliest event reported)




                              EYE TECHNOLOGY, INC.
             (Exact Name of Registrant as Specified in Charter)



<TABLE>
      <S>                                            <C>                             <C>
               DELAWARE                                000-15324                          52-1402131
     -------------------------------                ---------------                  -------------------
      (State or Other Jurisdiction                    (Commission                       (IRS Employer
            of Incorporation)                        File Number)                    Identification No.)
</TABLE>




                            16 SOUTH MARKET STREET
                          PETERSBURG, VIRGINIA 23803
         (Address of Principal Executive Offices, Including Zip Code)




                                (804) 861-0681
                               ---------------
                        (Registrant's telephone number,
                              including area code)
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                              EYE TECHNOLOGY, INC.

                                    FORM 8-K


ITEM 4.      CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

             On December 19, 1996, Price Waterhouse LLP ("Former Auditors")
resigned as Registrant's independent accountant. Accordingly, the Former
Auditors did not audit Registrant's financial statements for its two most
recent fiscal years. In its report for Registrant's 1995 fiscal year, the
Former Auditors expressed "substantial doubt about the Registrant's ability to
continue as a going concern."

             Registrant has provided the Former Auditors with a copy of the
disclosures being reported in this report on Form 8-K prior to its filing with
the Commission. The Former Auditors' letter response to this item was
unavailable at the time of filing this report. Immediately upon receipt, but
within ten business days after the filing of this report, registrant shall file
the Former Auditors' letter response by amendment.

             On March 5, 1998, the Board of Directors of Registrant engaged
Olsen, Thielen & Co., Ltd. ("Principal Accountant") as Registrant's new
independent auditors to audit Registrant's financial statements for the years
ended December 31, 1996 and December 31, 1997. Registrant has not, prior to
such engagement, consulted the Principal Accountant regarding any financial
statement matters, or otherwise, of Registrant.


             Registrant has provided the Principal Accountant with a copy of
the disclosures being reported in this report on Form 8-K prior to its filing
with the Commission.  The Principal Accountant had no additional information or
comments to address to the Commission in response to this item.





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                                   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.


Date:  March 30, 1998                            EYE TECHNOLOGY, INC.


                                                 By:  /s/ SAMUEL P. SEARS, JR.
                                                 Samuel P. Sears, Jr.,
                                                 Chief Executive Officer





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