SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 8-K

            File Pursuant to Section 13, or 15(d) of
               THE SECURITIES EXCHANGE AT OF 1934

                        February 10, 1997


                     EXTEN INDUSTRIES, INC.
     (Exact name of registrant as specified in its charter)


      Delaware        0-16354         52-1412493
(State or other      (Commission      (IRS Employer
jurisdiction of       File Number)     Identification No.)
Incorporation) 

    9625 Black Mountain Road, Suite 218, San Diego, CA 92126
            (Address of principal executive offices)

                         (619) 578-9784
      (Registrant's telephone number, including area code)

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.

Date:  December 20, 1996       EXTEN INDUSTRIES, INC.
                               W. Gerald Newmin
                               Chairman, Chief Executive Officer 
                               and President
                               (Signature)
                              

















Item 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

(A) (1)

    (i)  The Registrant dismissed the accounting firm of Harlan &
Boettger on January 27, 1997.  Harlan & Boettger was previously
engaged as the principal accountant to audit the Registrant's
financial statements since August 31, 1995.

    (i)  There have been no adverse opinions, disclaimers of
opinion or qualifications or modifications as to uncertainty,
audit scope or accounting principles regarding the reports of
Harlan & Boettger on the Registrant's financial statements with
in the most recent fiscal years or subsequent interim period.

    (iii)  The decision to change accountants was recommended by
the Chairman to the Board of Directors of the Registrant.

    (iv)  There were no material disagreements with Harlan &
Boettger on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure
within the most recent fiscal years and the subsequent interim
period.

   (v)  The term "Disagreements" as used in this 8-K shall be
interpreted broadly, to include any difference of opinion
concerning any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure
which (if not resolved to the satisfaction of the former
accountant) would have caused it to make reference to the subject
matter of the disagreement in connection with its report.  It is
not necessary for there to have been argument to have had a
disagreement, merely a difference of opinion.  For purposes of
this 8-K, however, the term disagreements does not include
initial differences of opinion based on incomplete facts or
preliminary satisfaction by, and providing the Registrant and the
accountant do not continue to have a difference of opinion upon,
obtaining additional relevant facts or information.

  (vi)  During the most recent fiscal year and subsequent interim
period preceding, there were no "Reportable Events" as set forth
in Item 303 (a)(1)(v) of Regulation S-K.

(2)  The Registrant has engaged the accounting firm of J.H. Cohn,
LLP on January 27, 1997, as the principal accountant to audit the
Registrants' financial statements.  Neither the Registrant nor
someone acting on its behalf has consulted J.H. Cohn LLP during
the Registrants' most recent fiscal years and any subsequent
interim period prior to engaging them regarding the:





   (i)  application of accounting principles to a specified
transaction, either completed or proposed; or the type of opinion
that might be rendered on the Registrant's financial statements,
and neither a written report was provided to the Registrant nor
was any oral advice provided that J. H. Cohn LLP concluded was an
important factor considered by the Registrant in reaching a
decision as to the accounting, auditing or financial reporting
issue, or
  
  (ii) any matter that was either the subject of a disagreement
as defined above in Section (a)(1)(iv) of this Form 8-K, or a
Reportable Event defined above in this Form 8-K.

(3)  The Registrant has requested Harlan & Boettger to furnish
the Registrant with a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the statements
made by the Registrant above, and if not, to state the respects
in which it does not agree.  The Registrant shall provide Harlan
& Boettger with a copy of this Form 8-K no later than the day
this Form 8-K is filed with the Securities and Exchange
Commission.  The Registrant shall file Harlan & Boettger's letter
as an Exhibit in this Form 8-K.  If Harlan & Boettger is
unavailable at the time of filing this 8-K, the Registrant will
request Harlan & Boettger to provide the letter as promptly as
possible so that the Registrant can file the letter with SEC with
ten (10) business days after the filing of this Form 8-K.  (A
copy of the letter from Harlan & Boettger will be filed as
Exhibit "A" to this Form 8-K.


Item 7.  EXHIBITS



                           Exhibit A 



February 10, 1997


Mr. William Boettger
Harlan & Boettger
5415 Oberlin Drive
San Diego, CA  92121



Dear Bill:

This letter will confirm our telephone conversation of February
5, 1997.  Pursuant to the integrated disclosure rules of
Regulation 
S-K Item 304 of the SEC rules, please be advised that the Board
of Directors of Exten has elected to change its independent audit
firm effective immediately.

A copy of Form 8-K notifying the SEC of this change is enclosed
for your review and comment.  Please forward your comments and
statements at your earliest convenience.

Sincerely,

W. Gerald Newmin, Chairman, Chief Executive Officer and President
(Signature)

     cc:  Office of Chief Accountants
          SECPS Letter File
          Securities and Exchange Commission
          Mail Stop 9-5
          450 Fifth Street, N.W.
          Washington, DC  20549
          (202) 504-2724

















February 12, 1997

Office of Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, DC  20549


Gentlemen:

We were the previous principal accountants for Exten Industries,
Inc. (Registrant).  On February 15, 1996 we reported on the
consolidated financial statements of Exten Industries, Inc. and
its subsidiary as of and for the year ended November 30, 1995. 
On February 10, 1997, Mr. W. Gerald Newmin, Chairman, CEO and
President of Exten Industries, Inc. notified our firm that by
action of the Registrant's Board of Directors on January 27,
1997, we had been dismissed as Exten Industries, Inc. principal
accountant because of a previous meeting held with the Registrant
in which we explained our firm could not perform any additional
services for the Registrant until the prior year audit fees were
paid in full.  Mr. Newmin explained that the monies due our firm
would be paid to the successor auditor for services to be
rendered for the current year.  This conversation has been
discussed with the successor auditor.  We have read Exten
Industries, Inc. statement included under Item 4 of its Form 8-K
for February 10, 1997, and we agree with such statements.


Very truly yours,

Harlan & Boettger, CPAs
(Signature)