UNITED STATES SECURITIES AND EXCHANGE COMMISISSION WASHINGTON, DC 20549

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report: ~~July~~August 2, 2004 (Date of Earliest Event Reported)

DICON FIBEROPTICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

California ~~(State or Other Jurisdiction of Incorporation or Organization)~~

000-49939		94-3006185
(Commission File Number)	(IRS Employer Identification No.)
1689 Regatta Blvd. Richmond, California		94804
(Address of Principal Executive Offices)	(Zip Code)

(State or Other Jurisdiction of Incorporation or Organization)

(510) 620-5000
(Registrant’s Telephone Number, Including Area Code)

Not Applicable ~~(Former Name or Former Address, if Changed Since Last Report)~~

(Former Name or Former Address, if Changed Since Last Report)

INFORMATION TO BE INCLUDED IN THE REPORT

Item 4. Changes in Registrant’s Certifying Accountant.

~~PricewaterhouseCoopers~~On ~~LLP~~August 2, 2004, DiCon Fiberoptics, Inc. (“~~PwC~~DiCon”) ~~was~~engaged ~~previously~~Burr, ~~engaged~~Pilger & Mayer LLP (“BPM”) as the principal ~~independent~~ ~~accounting~~accountant ~~firm~~ to audit ~~the~~DiCon’s financial statements offor ~~DiCon Fiberoptics,~~its ~~Inc.~~fiscal ~~(the~~year ~~“registrant”).~~ending ~~On July~~March 231, ~~2004, PwC resigned as independent accountants for the registrant~~2005. NoThe ~~replacement~~engagement ~~firm~~of ~~has yet been~~BPM ~~designated~~was approved by ~~the~~DiCon’s ~~registrant~~Board of Directors.

~~In connection with the audits of the two fiscal years ended March 31, 2004~~Neither ~~and~~DiCon ~~2003,~~nor ~~there~~anyone ~~were no disagreements with PwC~~ on ~~any~~behalf ~~matter~~ of ~~accounting principles~~DiCon orconsulted ~~practices,~~with ~~financial~~BPM ~~statement disclosure, or auditing scope or~~during ~~procedure~~DiCon’s ~~which,~~two ifmost ~~not~~recent ~~resolved~~fiscal toyears ~~their~~and ~~satisfaction,~~through ~~would have caused them to make reference to~~ the ~~subject~~date ~~matter~~ of ~~the~~this ~~disagreement~~report ~~in connection with~~on ~~their~~Form ~~report,~~8-K ~~except~~regarding ~~that in connection with~~ the ~~audit~~application of ~~the~~accounting ~~fiscal~~principles ~~year~~to ~~ended~~a specific ~~March 31,~~completed ~~2004,~~or ~~PwC~~contemplated ~~advised~~transaction, the ~~registrant~~type ~~that~~of ~~it had not completed its~~ audit ~~procedures,~~ ~~issued~~opinion ~~its~~that ~~audit~~might ~~report and had not consented to the filing of the~~be ~~Form~~rendered ~~10-KSB~~ on ~~June 29,~~DiCon’s ~~2004.~~financial ~~PwC issued its audit report on June 30~~statements, ~~2004. The~~or ~~registrant~~any ~~disagrees~~matter ~~with~~that ~~PwC. It is~~ was the ~~view~~subject of the ~~registrant~~disagreement ~~that~~or ~~PwC had~~events ~~issued~~identified ~~its~~in ~~report and had consented to~~ the ~~filing~~Form 8-K of ~~the~~Dicon ~~Form~~filed ~~10-KSB~~ on ~~June~~ July 2912, 2004. ~~Nonetheless,~~in ~~the~~response ~~registrant agreed~~ to ~~the filing of the Form 10-KSB/A-~~Item 304(a)(1~~. There have been no changes in the audit report~~ )(~~other than the date of the report~~iv) ~~or in the financial statements. Neither the Board~~ of ~~Directors~~ ~~of the registrant nor a committee of the Board of Directors has discussed this disagreement with PwC~~Regulation S-B. ~~The registrant will authorize PwC to~~ ~~respond fully to the inquiries of the successor accountant concerning the~~ ~~disagreement.~~

In connection with the foregoing dispute, PwC further advised the registrant that, in PwC's opinion, the registrant does not have adequate controls and procedures established to assure that all necessary procedures are performed before filing its 10-~~KSB with the~~2- ~~SEC. The registrant also disagrees with this assertion by PwC.~~

The audit reports of PwC on the consolidated financial statements of the registrant and subsidiaries as of and for the years ended March 31, 2004 and 2003 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

A letter from PwC is attached as Exhibit 16.1 to this Form 8-K.

Item 7. Financial Statements and Exhibits.

Exhibit 16.1 Letter on Change in Certifying Accountant

- 2 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1034, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~DICON FIBEROPTICS, INC. (Registrant)~~	DICON FIBEROPTICS, INC. (Registrant)
Date: July 12, 2004	By: Name: Title:		/s/ Jannett Wang Jannett Wang Vice President of Administration (principal financial officer)
Date: August 2, 2004		By: Name: Title:	/s/ Jannett Wang Jannett Wang Vice President of Administration (principal financial officer)

- 3 -

EXHIBIT INDEX

Exhibit Number								Page Number
16.1		Letter on Change in Certifying Accountant						5

- 4 -

000-49939

94-3006185

(Commission File Number)

(IRS Employer Identification No.)

1689 Regatta Blvd
Richmond, California

(Address of Principal Executive Offices)

(Zip Code)

Filing Compare · DICON FIBEROPTICS INC