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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                            FORM 8-K/A
                              No. 3

                         CURRENT REPORT

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

                           May 5, 2000
         Date of Report (Date of earliest event reported)

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

          Delaware                000-23016          13-3714405
(State or other jurisdiction     (Commission       (IRS Employer
      of incorporation)          File Number)        Ident. No.)

    11445 Cronhill Drive, Owing Mills, MD                21117
   (Address of principal executive offices)           (Zip Code)

                         (732) 764-0619
         Registrant's telephone number, including area code

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

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Item 4.  Changes in Registrant's Certifying Accountant.

     On May 5, 2000, the Registrant terminated the engagement of Richard
A. Eisner & Company, LLP ("Eisner") as the Registrant's independent
auditors, effective immediately.  On May 6, 2000, the Registrant engaged
the independent certified public accounting firm of Wooden Benson
Chartered to audit the Registrant's consolidated financial statements for
the year ended December 31, 2000.  This change in accountants has been
approved and ratified by the Registrant's Board of Directors.

     Eisner's report on the Registrant's consolidated financial statements
filed with the Registrant's 10-KSB for the year ended December 31, 1999
expressed an unqualified opinion with a going concern modification
regarding the Registrant's negative working capital position, and capital
deficiency and indicated a substantial doubt about the ability of the
Company to continue as a going concern.  Eisner's report on the
Registrant's consolidated financial statement for the year ended December
31, 1998 did not contain any adverse opinion, disclaimer of opinion and
was not qualified or modified as to any uncertainty of the audit's scope
or accounting principles.

     There were no disagreements between the Registrant and Eisner for the
Registrant's two most recent fiscal years or for the subsequent interim
period ending May 5, 2000 on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to such accountant's satisfaction,
would have caused such accountant to make reference to the subject matter
of the disagreement in connection with its report on the consolidated
financial statements of the Registrant.

Item 7.  Financial Statements and Exhibits.

     (a)  Exhibits.

     The following exhibits are to be filed by amendment:

     16.1  Letter of Richard A. Eisner & Company, 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.

                               HEALTHRITE, INC.

Dated:  May 23, 2000

                               By:/s/ Bradley T. MacDonald
                                  Bradley T. MacDonald
                                  Chairman and CEO



                           EXHIBIT INDEX

Exhibit Number

     16.1        Letter of Richard A. Eisner & Company, LLP*

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