SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C. 20549


                          FORM 8-K/A
                        Amendment No. 2
                        CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



        Date of Report (Date of earliest event reported) March 23, 1998


                             MB Software Corporation
             (Exact name of registrant as specified in its charter)

         Colorado                     0-11808                 59-2219994
(State or other jurisdiction      (Commission File          (IRS Employer
            incorporation)             Number)            Identification No.)



      2225 E. Randol Mill Road  Suite 305, Arlington, Texas            76011
             (Address of principal executive offices)               (Zip Code)



Registrant's telephone number, including area code            817-633-9400





Item 4.  Change in Registrant's Certifying Accountant

a)(1)      Dismissal of Independent Accountant

 (i)      On February 27, 1998,  the Registrant  advised Hein + Associates,  LLP
          that  the  Registrant  intended  to  retain  a  different  independent
          accounting firm for the audit of its financial statements for the year
          ending December 31, 1997.  Hein + Associates,  LLP had been engaged as
          the  principal   accountants  to  audit  the  Registrant's   financial
          statements.

 (ii)     Hein +  Associates,  LLP  had  not  issued  an  opinion  on any of the
          Registrant's financial statements for any of the preceding two years.

 (iii)(B) The  change  of  principal  auditor  for  Registrant's  financial
          statements  for the year  ended  December  31,  1997 was  approved  by
          consent by the board of directors. The Board of Directors was informed
          of all the  reasons for the change.  (iv) Hein +  Associates  had been
          retained  by  the   Registrant  as  the  principle   auditor  for  the
          Registrant's  year ended December 31, 1997 and had not issued any type
          report on the  Registrant's  financial  statements for the years ended
          December  31, 1996 or December  31,  1995.  No  disagreements  existed
          between the  Registrant  and Hein + Associates  for the interim period
          through  February  27,  1997,  (the  date  of  termination).   Hein  +
          Associates,  LLP  raised  issues  regarding  historical  treatment  of
          booking  of  income   received   pursuant   to  a   promissory   note,
          justification of goodwill balances and  collectibility and write downs
          of  accounts  receivable,   which  issues  would  require  substantial
          investigation  by Hein + Associates,  an expansion of the scope of the
          audit and the  incurrence of fees by the Registrant  substantially  in
          excess  of the fees  initially  quoted  by Hein +  Associates.  Hein +
          Associates  is  authorized  to discuss all matters with the  successor
          auditor.  At the time of dismissal,  no additional  investigation  was
          conducted with respect to any of these matters.

a(2)  Engagement of New Independent Accountant

     (i)  As of March 10, 1998, the Registrant has retained  Killman,  Murrell &
          Company, and P.C., as the new Auditors.

a(3)  Request for response from former Principal Accountant

      (i)  Exhibit 1 to this Form 8-K.




      Item 5. Other Matters

           On March 6 1998,  Thomas Mark Wilkins,  Chief  Financial  Officer and
Director of the Company  resigned  from all  positions  with the Company and its
subsidiaries,  citing  differences  with  positions  taken  by  the  Company  in
connection  with its public  disclosures.  Mr. Wilkins was  responsible  for the
hiring of Hein + Associates and the Company believes his resignation was related
to the Company's unwillingness to pay for the additional investigations required
by Hein.



Item 7.    Financial Statements and Exhibits

           Exhibit Number      Description



           Exhibit 1 Letter from Hein +  Associates, LLP  to the  Securities and
                     and  Exchange  Commission  pursuant  to Item 304 (a) (3) of
                     Regulation S-K.*

           * Previously filed

                          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 duly authorized.


                                    MB Software Corporation
      Date:  May 19, 1998


                                    /s/Scott A. Haire
                                    Scott A. Haire, Chairman of the Board, 
                                    Chief Executive Officer And President 
                                    (Principal Financial Officer)