8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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                                    Form 8-K

                                 CURRENT REPORT

     Pursuant to Section 12 or 15(d) of the Securities Exchange Act of 1934


         Date of Report (date of earliest event reported): May 2, 2000



FLIR SYSTEMS, INC.
(exact name of registrant as specified in its charter)

Oregon                                        0-21918                 93-0708501
(State or other jurisdiction of             (Commission            (IRS Employer
incorporation or organization)              File Number)     Identification No.)


16505 S.W. 72nd Avenue, Portland, Oregon                       97224
(Address of principal executive offices)                     (zip code)

Registrant's telephone number, including area code: (503) 684-3731

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Item 4.   Changes in Registrant's Certifying Accountants.

     On May 2, 2000, FLIR Systems, Inc. (the "Company") dismissed
PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") as its independent
auditors. This action was approved by the Board of Directors and the Audit
Committee of the Board of Directors. The audit reports of PricewaterhouseCoopers
on the consolidated financial statements of the Company and its subsidiaries as
of and for the years ended December 31, 1998 and 1999, did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope or accounting principles, except that the report on
the financial statements for the year ended December 31, 1999 included an
emphasis of a matter paragraph referring to the restatement of the 1998
financial statements, as described in the notes thereto.

     In connection with the audits for the two years ended December 31, 1999 and
1998, and the subsequent interim period through May 2, 2000, there were no
disagreements with PricewaterhouseCoopers on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which if not resolved to the satisfaction of PricewaterhouseCoopers, would have
caused it to make a reference to the subject matter of the disagreement in
connection with its report.

     In connection with the audit of the Company's consolidated financial
statements for the year ended December 31, 1999, PricewaterhouseCoopers has
delivered to the Company its Report to the Audit Committee - Results of 1999
Audit (the "Report"). The Report states that, in the course of
PricewaterhouseCoopers' audit of the Company's consolidated financial statements
for the year ended December 31, 1999, PricewaterhouseCoopers noted certain
matters involving the internal control structure or its operations that it
considered to be material weaknesses. The Report identified material weaknesses
in internal controls in three areas: (i) lack of follow-up by personnel
independent from the inventory costing system, (ii) the use of manual entries to
general ledger account balances for sales, cost of sales, accounts receivable,
inventory and inter-company receivables and payables and the lack of regular and
timely follow-up of the related accounts, and (iii) the lack of regular and
timely reconciliation of inter-company receivable and payable accounts and
follow-up of the related accounts. The Report also states that, as a result of
the material weaknesses in internal controls identified in the Report,
PricewaterhouseCoopers has determined that it will be unable to perform a review
of the Company's March 31, 2000 interim financial statements and that
PricewaterhouseCoopers believes that the material weaknesses raise questions
about the Company's ability to prepare interim consolidated financial
information that is both timely and accurate. The Company has authorized
PricewaterhouseCoopers to respond fully to questions from any successor auditors
regarding this matter. The Company believes that it has corrected certain of the
deficiencies identified by PricewaterhouseCoopers and is in the process of
taking actions to correct the remaining deficiencies. The Audit Committee
intends to review and discuss the Report and take appropriate action.

     The Company has requested that PricewaterhouseCoopers furnish it with a
letter addressed to the Securities and Exchange Commission stating whether or
not it agrees with the


statements contained herein. A copy of such letter dated May 9, 2000 is filed as
Exhibit 16.1 to this Current Report on Form 8-K.


Item 7.   Financial Statements and Exhibits.

          (a)  Financial statements of businesses acquired.

               Not applicable.

          (b)  Pro forma financial information.

               Not applicable.

          (c)  Exhibits

          16.1 Letter from PricewaterhouseCoopers LLP regarding a change in
               certifying accountants.


                                   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 thereunto duly authorized on May 9, 2000.

                                       FLIR SYSTEMS, INC.
                                       (Registrant)



                                       /s/ Stephen M. Bailey
                                       ---------------------
                                       Stephen M. Bailey
                                       Senior Vice President and
                                       Chief Financial Officer

EX-16.1

                                                                    EXHIBIT 16.1

                         [PricewaterhouseCoopers Logo]


                                                PricewaterhouseCoopers LLP
                                                1300 SW Fifth Avenue, Suite 3100
                                                Portland, OR 97201
                                                Telephone: 503-478-6000
                                                Facsimile: 503-478-6099

May 9, 2000


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

Commissioners:

We have read the statements made by FLIR Systems, Inc. (copy attached), which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as
part of the Company's Form 8-K report dated May 2, 2000. We agree with the
statements concerning our Firm in such Form 8-K. We make no comment on the
Company's action plans to correct internal accounting control deficiencies
referred to in the last two sentences of the third paragraph of Item 4.

Very truly yours,

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP