8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 12, 2005

DURATEK, INC.

(Exact name of registrant

as specified in its charter)

Delaware	0-14292	22-2427618
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
10100 Old Columbia Road, Columbia, Maryland		21046
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (410) 312-5100

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Introductory Note: On May 18, 2005, Duratek, Inc. filed a Current Report on Form 8-K dated May 12, 2005 (the “Prior Report”) with respect to changes in its principal accountants.  The purpose of this Current Report on Form 8-K/A is to amend the Prior Report.  The first paragraph under Item 4.01 amends the statements made in the corresponding paragraph of the Prior Report to indicate that KPMG LLP was dismissed.  The fifth paragraph under Item 4.01 amends the statements made in the corresponding paragraph of the Prior Report to indicate that Ernst & Young LLP was not consulted on the matters described in that paragraph during the two most recent fiscal years and the subsequent interim period prior to Ernst & Young LLP’s appointment.  The remainder of this Report is unchanged from the Prior Report, except that Exhibit 16.1 to this Report contains a new letter from KPMG LLP furnished with reference to this Report, and it is this new letter which is referred to in the fourth paragraph.

Section 4. – Matters Related to Accountants and Financial Statements

Item 4.01.Changes in Registrant’s Certifying Accountant

KPMG LLP (“KPMG”) was previously the principal accountants for Duratek, Inc. (the “Company”). A decision was made to change accountants, which the Audit Committee of the Board of Directors approved on May 12, 2005.  On May 13, 2005, the Audit Committee dismissed KPMG as the Company’s principal accountants. On May 16, 2005, the Audit Committee engaged Ernst & Young LLP (“E&Y”) as the Company’s new principal accountants.

The audit reports of KPMG on the Company’s consolidated financial statements as of and for the years ended December 31, 2004 and December 31, 2003 did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty or audit scope.  However, KPMG’s audit report on the consolidated financial statements as of and for the years ended December 31, 2004 and 2003 contained a separate paragraph stating that the Company adopted SFAS No. 143, Accounting for Asset Retirement Obligations, as of January 1, 2003. The audit report of KPMG on management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2004 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

In connection with the audits of the two fiscal years ended December 31, 2004, and the subsequent interim period through May 13, 2005, there were  (1) no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of KPMG, would have caused them to make reference thereto in their reports on the financial statements for such years and (2) no reportable events.

The Company has provided KPMG with a copy of this Form 8-K prior to its filing with the U.S. Securities and Exchange Commission. The Company requested KPMG to furnish it with a letter addressed to the U.S. Securities and Exchange Commission stating whether or not it agrees with the above statements.  A copy of the letter dated May 20, 2005 is filed as Exhibit 16.1 to this Form 8-K.

The Company has not consulted with E&Y during the two most recent fiscal years and the subsequent interim period prior to E&Y’s appointment regarding either the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the financial statements of the Company.

Section 9 – Financial Statements and Exhibits

Item 9.01.Financial Statements and Exhibits

(c)Exhibits

Exhibit No.	Description
16.1	Letter from KPMG LLP

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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.

	DURATEK, INC.
Date: May 20, 2005	By:	/s/ Robert F. Shawver
	Robert F. Shawver,
	Executive Vice President and
	Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit Index

Exhibit No.	Description
16.1	Letter from KPMG LLP

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EX-16.1

Exhibit 16.1

May 20, 2005

Securities and Exchange Commission

Washington, D.C.  20549

Ladies and Gentlemen:

We were previously principal accountants for Duratek, Inc. and, under the date of March 8, 2005, we reported on the consolidated financial statements of Duratek, Inc. as of and for the years ended December 31, 2004 and 2003, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2004, and the effectiveness of internal control over financial reporting as of December 31, 2004.  On May 13, 2005, we were dismissed as the Company’s principal accountants. We have read Duratek, Inc.’s statements included under Item 4.01 of its Form 8-K dated May 12, 2005 and we agree with such statements, except that we are not in a position to agree or disagree with Duratek, Inc.’s statements that (1) the Audit Committee of the Board of Directors approved a decision to change accountants on May 12, 2005, (2) on May 16, 2005, Duratek, Inc.’s Audit Committee engaged Ernst & Young LLP as its new principal accountants, and (3) that Ernst & Young LLP was not engaged regarding the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on Duratek, Inc.’s consolidated financial statements.

Very truly yours,

/s/ KPMG LLP

Baltimore, Maryland

CORRESP

Writer’s Direct Dial:

 (410) 659-2753

May 20, 2005

BY EDGAR AND FACSIMILE

Ryan Rohn

Staff Accountant

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, Mail Stop 0510

Washington, DC  20549-0510

Re:Duratek, Inc.

Current Report on Form 8-K filed May 18, 2005

File No. 000-14292

Dear Mr. Rohn:

On behalf of Duratek, Inc. (“Duratek” or the “Company”), this letter is in response to the staff’s letter of comment dated May 19, 2005 (the “Comment Letter”) with respect to the above-referenced Current Report on Form 8-K filed May 18, 2005 (the “Report”).  Below are Duratek’s responses to the staff’s comments.  For the convenience of the staff, we have set out each of the comments in italic font immediately preceding the corresponding response.

Attached herewith is Current Report on Form 8-K/A, as filed on the date hereof, which reflects certain changes, as indicated below, based on the Comment Letter.

Current Report on Form 8-K

1.Amend the Form to state whether the former accountant resigned, declined to stand for re-election or was dismissed.  Refer to Item 304(a)(1)(i) of Regulation S-K.

Duratek has revised the Report to state that the Audit Committee of the Board of Directors dismissed KPMG LLP.

2.We have noted your disclosure that you have not consulted with Ernst & Young through May 13, 2005.  The subsequent interim date should be the date of the engagement of the new accountant.  Refer to Item 304(a)(2) of Regulation S-K.

We have revised the Report to state that Duratek has not consulted with Ernst & Young during the two most recent fiscal years and the subsequent interim period prior to Ernst & Young’s appointment regarding either the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the financial statements of the Company.

3.To the extent that you make changes to the Form 8-K to comply with our comments, please obtain and file an updated Exhibit 16 letter from the former accountants stating whether the accountant agrees with the statements made in your revised Form 8-K.

We have obtained and have filed an updated Exhibit 16 letter from KPMG LLP with this Report stating whether the accountant agrees with the statements made in the Report.

As the staff has requested, I confirm to you that the Company acknowledges that:

•the Company is responsible for the adequacy and accuracy of disclosures in the filing;

•staff comments or changes to disclosure in response to staff comments in the filing reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and

•the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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If you have any questions concerning this letter or if you would like any additional information, please do not hesitate to call me at (410) 659-2753.

Very truly yours,

/s/ Thomas S. Brennan

Thomas S. Brennan

Enclosure

cc:Robert F. Shawver

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