8-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C

                                  FORM 8-K/A

                              Amendment No. 2 to

                                 Current Report

             Filed pursuant to Section 12, 13, or 15(d) of the
                       Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported) October 9, 1997

                             EIP MICROWAVE, INC.
                       -----------------------------
                (Exact name of issuer as specified in charter)

           DELAWARE                     0-5351                 95-2148645

(State or other jurisdiction of       Commission            (I.R.S. Employer
 incorporation or organization)       file number        Identification Number)

                               3 Civic Plaza
                                 Suite 265
                       Newport Beach, California 92660
                   (Address of principal executive offices)

                                 714-720-1766
             (Registrant's telephone number, including area code)

                             1745 McCandless Drive
                          Milpitas, California 95035
                                 408-945-1477
                    (Address of principal place of business)

Item 4.  Change in Registrant's Certifying Accountant

(a)      Previous independent accountants

On October 9, 1997, EIP Microwave, Inc. (the "Company") dismissed Price 
Waterhouse LLP as its independent accountants. The reports of Price 
Waterhouse LLP on the financial statements for the years ended September 30, 
1995 and 1996 contained no adverse opinion or disclaimer of opinion and were 
not qualified or modified as to uncertainty, audit scope or accounting 
principle, except that their reissued report on the financial statements for 
the year ended September 30, 1996, which was dual dated December 23, 1996 and 
October 23, 1997 includes an explanatory paragraph to express substantial 
doubt regarding the Company's ability to continue as a going concern. The 
Company's Audit Committee participated in and approved the decision to change 
independent accountants. In connection with its audits for the two most 
recent fiscal years and through October 9, 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 Company 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 November 13, 1997, is filed as 
Exhibit 16 to this Form 8-K/A.

(b)      New independent accountants

The Company engaged Meredith, Cardozo, Lanz & Chiu LLP as its new independent 
accountants as of October 9, 1997.


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Item 7.  Financial Statements and Exhibits

(c)  Exhibits

     16  Letter dated November 13, 1997 from Price Waterhouse LLP to the 
         Securities and Exchange Commission.


                                   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 hereunto duly authorized.

                                       EIP MICROWAVE, INC.



November 13, 1997                      /s/ Lewis R. Foster
                                       ----------------------------------
                                           Lewis R. Foster
                                           President

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EX-16

                                                                    EXHIBIT 16

November 13, 1997


Securities and Exchange Commission
630 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

                                EIP Microwave, Inc.

We have read item 4 of EIP Microwave, Inc.'s Form 8-K/A dated November 13, 
1997 and are in agreement with the statements contained in paragraph 4(a) 
therein.

Yours very truly,


/s/ PRICE WATERHOUSE LLP
- ---------------------------------
    Price Waterhouse LLP