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 and Exchange Act of 1934

           Date of Report (Date of Earliest Event Reported):  May 23, 1994


                            IDB COMMUNICATIONS GROUP, INC.
                (Exact Name of Registrant as Specified in its Charter)

                                       Delaware
                    (State or Other Jurisdiction of Incorporation)

                           0-14972                   93-0933098
                         (Commission               (I.R.S. Employer
                           File No.)               Identification No.)

             10525 West Washington Boulevard, Culver City, California   
                     (Address of Principal Executive Offices)    

                                   90232-1922
                                   (Zip Code)

                                  (213) 870-9000
                 (Registrant's Telephone Number, Including Area Code) 




































Item 5. Other Events.

     On June 13,  1994, Deloitte  & Touche  ("Deloitte") provided
IDB Communications Group, Inc. (the "Registrant") with Deloitte's
response  to the  Registrant's Current  Report  on Form 8-K  (the
"Form 8-K") filed  with the  Securities  and Exchange  Commission
(the "SEC")  on  May 31, 1994.  In Deloitte's  response filed  as
Exhibit 16.1 hereto (the  "Deloitte letter"), Deloitte  confirmed
that the unresolved items of  concern to Deloitte were limited to
the first  quarter of 1994.   Deloitte did not  limit or withdraw
any  report issued  with respect  to  the Registrant's  financial
statements audited  by Deloitte for  any of the ten  fiscal years
ended  December 31, 1993 or any consent provided by Deloitte with
respect to any of the  six registration statements filed with the
SEC by the Registrant in 1993 or the registration statement filed
with  the SEC  by the Registrant  in the  first quarter  of 1994.
Deloitte acknowledged in its response that Deloitte submitted its
resignation to  the Registrant at a time when Deloitte's disputes
with the  Registrant were  unresolved and  subject to  continuing
discussion between Deloitte and  the Registrant. As noted  in the
Form 8-K,  the Registrant  was  prepared to  delay filing  of its
Form 10-Q in  an effort  to satisfy Deloitte,  but was  unable to
advise Deloitte  of its  willingness to  delay the filing  before
Deloitte  submitted its  resignation to  the  Registrant. On  the
morning of Monday, May 23, 1994, prior to Deloitte's resignation,
several  members of  management of  the  Registrant attempted  to
contact  Deloitte to reaffirm management's commitment to continue
to work with Deloitte until  it was satisfied. However, the first
contact  the Registrant's management had with Deloitte on May 23,
1994 was  when  Deloitte  called  the Registrant  to  tender  its
resignation.  The  Registrant  subsequently filed  its  Form 10-Q
later that day. [See paragraph (B) of the Deloitte letter.]    

     Deloitte's  letter does not  discuss, refer to  or otherwise
call  into question  any accounting period  other than  the first
quarter of 1994 and the first quarter of 1992. [See paragraph (A)
of  the Deloitte  letter.] Deloitte  had  expressed concerns,  in
connection  with the  Registrant's first  quarter 1992  financial
results, regarding  the accuracy of  the Registrant's  internally
generated  financial  statements.  [See paragraph (C)(3)  of  the
Deloitte  letter.] Deloitte, however,  never stated prior  to its
resignation that such  concerns constituted a "reportable  event"
(as  defined in Item 304), and subsequently issued an unqualified
audit report with  respect to the 1992 fiscal  year, which report
has never  been modified,  supplemented or  rescinded. Deloitte's
letter agrees  that its concerns  regarding the first  quarter of
1992 "were ultimately resolved to Deloitte's satisfaction."     

     While Deloitte in  its letter indicates that  it "disagrees"
with  certain  of the  statements  contained  in  the  Form  8-K,
particularly  those   statements  describing  the   substance  of
disputes between  the Registrant's  management and  Deloitte [see
paragraph (C)  of  the  Deloitte  letter],  the  Deloitte  letter
recasts  such statements,  providing  greater  detail in  certain 
instances,  without directly contradicting  the text of  the Form
8-K. 

     The  Registrant agrees that  Deloitte advised it  on May 13,
1994 (the  business day prior to the  prescribed due date for the
Form 10-Q),  that Deloitte would  resign if the  Registrant filed
its Form 10-Q in its then current  version. [See paragraph (C)(1)
of  the  Deloitte  letter.]  In  fact,  on  that  date,  Deloitte
presented the  Registrant's management  with three  alternatives:
(1) file the  Form 10-Q in  its then current  form, (2)  file the
Form 10-Q as  modified to conform  to Deloitte's suggestions,  or
(3)  delay the  filing.  The third  alternative,  which had  been
strongly   recommended   by  Deloitte,   was   accepted  by   the
Registrant's management and agreed to  that same day by the Audit
Committee of the  Registrant's Board of Directors.  A Form 12b-25
was filed on May 16, 1994 to delay the prescribed due date of the
Form 10-Q until May 23, 1994. 

     Deloitte's  letter states  that  Deloitte needed  additional
support  for the  Registrant's proposed $2.9 million  increase in
its provision for doubtful accounts. [See paragraph (C)(1) of the
Deloitte letter.] Subsequent to the Registrant's press release of
its financial results for the  first quarter of 1994 on April 26,
1994, management became aware of the bankruptcy filing of a major
customer  of the Registrant.  Such customer was  then indebted to
the  Registrant  in  an  amount  in  excess  of  $3 million.  The
bankruptcy   filing  of   such  customer  constituted   a  Type 1
Subsequent Event  that should be  accounted for and  reflected on
the Registrant's balance sheet as of March 31, 1994. Deloitte did
not request any  supporting documents relating to  the bankruptcy
of such customer prior to its resignation.     

     Deloitte's letter  states that,  at the  time of  Deloitte's
resignation,  it informed  management and the  Registrant's Audit
Committee that it was "no  longer willing to rely on management's
representations." [See  paragraph (C)(4) of the Deloitte letter.]
Deloitte's letter, however,  does not offer any  reasons for such
statement. Prior to its resignation, Deloitte  made no attempt to
express  its concerns independently  to either the  outside board
members  of  the   Audit  Committee  or  other  members   of  the
Registrant's   management   (notably,  the   Registrant's   chief
executive officer or its general counsel).     











                                 






 






                            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, in
the City of Culver City, State of California, on August 18, 1994.

                              IDB COMMUNICATIONS GROUP, INC.



                              By:  /s/ Rudy Wann  
                                   _____________________________________
                                   
                                   Rudy Wann
                                   Vice President, Finance 
                                   and Chief Financial Officer