8-K

                                  UNITED STATES

                       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)
                                 August 18, 2004

                            NTN Communications, Inc.
             (Exact name of registrant as specified in its charter)

        Delaware                      1-11460                   31-1103425
(State or other jurisdiction  (Commission File Number)         (IRS Employer
   of incorporation)                                         Identification No.)

5966 La Place Court, Carlsbad, California                          92008
(Address of principal executive offices)                         (Zip Code)

                                 (760) 438-7400
              (Registrant's telephone number, including area code)

                                 Not Applicable
          (Former name or former address, if changed since last report)

================================================================================



Item 4.01.  Changes in Registrant's Certifying Accountant

     Effective August 18, 2004, NTN Communications,  Inc. ("NTN") dismissed KPMG
LLP ("KPMG"), which had previously served as NTN's independent accountants,  and
engaged  Haskell & White,  LLP ("H&W") as its new independent  accountants.  The
Audit  Committee of NTN's Board of Directors  recommended  that NTN change audit
firms,  directed  the process of review of  candidate  firms to replace KPMG and
made the final  decision to engage H&W. The primary reason for this decision was
one of economics.

     The  reports of KPMG on the  financial  statements  of NTN for the past two
fiscal years  contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principle.

     In  connection  with its audits of NTN for the two most recent fiscal years
and through August 18, 2004, there were no disagreements with KPMG 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 KPMG, would have caused KPMG to make reference  thereto in their
report on the financial statements for such years.

     NTN has furnished to KPMG the  statements  made in this Item 4. Attached as
Exhibit 16.1 to this Form 8-K is KPMG's letter to the  Commission,  dated August
20, 2004, regarding these statements.

     During the two most recent  fiscal years and through  August 18, 2004,  NTN
has not consulted  with H&W on any matter that (i) involved the  application  of
accounting principles to a specified transaction,  either completed or proposed,
or the  type of  audit  opinion  that  might  be  rendered  on  NTN's  financial
statements,  in each case where a written report was provided or oral advice was
provided  that  H&W  concluded  was an  important  factor  considered  by NTN in
reaching a decision as to the accounting, auditing or financial reporting issue;
or (ii) was either the  subject  of a  disagreement,  as that term is defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of
Regulation  S-K,  or a  reportable  event,  as  that  term  is  defined  in Item
304(a)(1)(v) of Regulation S- K.

Item 9.01.  Financial Statements and Exhibits

     (c) Exhibits.

   Exhibit                                       Description
   Number
- ------------- ------------------------------------------------------------------
    16.1      Letter, dated August 20, 2004, from KPMG to the Securities and
              Exchange Commission regarding change in certifying accountant of
              NTN.
                                        2



                                   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.

                                              NTN COMMUNICATIONS, INC.


August 23, 2004                          /s/ James B. Frakes
                                         -------------------------------------
                                             James B. Frakes
                                             Chief Financial Officer

                                        3




                                  EXHIBIT INDEX

  Exhibit
  Number                                 Description
- ---------- ---------------------------------------------------------------------
  16.1     Letter, dated August 20, 2004, from KPMG to the Securities and
           Exchange Commission regarding change in certifying accountant of NTN.

EX-16.1

Exhibit 16.1


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

August 20, 2004

Ladies and Gentlemen:

We were previously principal accountants for NTN Communications, Inc. and, under
the date of March 15, 2004, we reported on the consolidated financial statements
of NTN Communications,  Inc. as of and for the years ended December 31, 2003 and
2002.  On  August  18,  2004,  our  appointment  as  principal  accountants  was
terminated.  We have read NTN  Communications,  Inc.'s statements included under
Item 4 of its Form 8-K dated August 18, 2004, and we agree with such statements,
except  we are not in a  position  to  agree  or  disagree  with  the  Company's
statements  made in the second and third sentences in the first  paragraph,  nor
the fifth paragraph under Item 4.

Very truly yours,

/s/ KPMG LLP