UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): August 89, 2005

TeraForce Technology Corporation
__________________________________________
(Exact name of registrant as specified in its charter)


Delaware	0-11630	76-0471342
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

1240 East Campbell Road, Richardson, Texas		75081
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Registrant’s telephone number, including area code:		469-330-4960

Not Applicable
______________________________________________
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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 84.01 ~~Other~~Changes ~~Events~~in Registrant's Certifying Accountant.

AsOn ~~previously~~August ~~disclosed~~9, ~~the Company and its wholly owned subsidiary~~2005, ~~DNA~~Grant ~~Computing~~Thornton ~~Solutions,~~LLP ~~Inc.~~ (~~collectively~~"Grant ~~the~~ Thornton"~~Debtors"~~) ~~filed~~resigned ~~for~~as ~~protection under Chapter 11 of~~ the ~~Federal~~Company’s ~~Bankruptcy~~independent ~~Code~~registered ~~(the~~public ~~"Bankruptcy~~accounting ~~Code")~~firm onby ~~August~~delivering 3,a ~~2005~~letter into the ~~United~~Company ~~States~~confirming ~~Bankruptcy~~that ~~Court~~its ~~for~~auditor-client ~~the~~relationship ~~Northern~~with ~~District~~the ofCompany ~~Texas~~and ~~Dallas Division (~~the ~~"Bankruptcy~~Company’s ~~Court"). The~~subsidiaries ~~cases~~had ~~are now being jointly administered under case number 05-38756-BJH-11~~ceased.~~The~~In ~~Debtors~~connection ~~have entered into an Asset Purchase Agreement~~ with GEthe ~~Fanuc~~audit ~~Embedded~~of ~~Systems,~~the ~~Inc.~~financial ~~("GEF")~~statements ~~for~~of the ~~sale~~Company offor ~~substantially all of~~ the ~~assets~~fiscal ofyears ~~DNA~~ended ~~Computing~~December ~~Solutions~~31, ~~Inc.~~2004 ~~pursuant~~and to2003 ~~section~~and ~~363~~through of the ~~Bankruptcy~~date ~~Code~~hereof, (the ~~"APA").The~~Company ~~Debtors~~had ~~have~~no ~~filed~~disagreement ~~a motion~~ with ~~the~~Grant ~~Bankruptcy~~Thornton ~~Court~~on ~~requesting~~any ~~the~~matter ~~entry~~ of anaccounting ~~order~~principles ~~(a)~~or ~~authorizing~~practices, ~~and~~financial ~~scheduling~~statement ~~an auction~~disclosures, ~~(b)~~or ~~authorizing~~auditing ~~and~~scope ~~approving~~or ~~(i)~~procedure, ~~bidding~~which ~~procedures~~disagreement, ~~(ii)~~if ~~break-up~~not ~~fee~~resolved ~~and~~to ~~expense~~the ~~reimbursement,~~satisfaction ~~(iii) notice~~ of ~~the~~Grant ~~auction~~Thornton, ~~and~~would ~~(iv)~~have ~~the~~caused ~~form~~them ~~and~~to ~~manner~~make ofreference ~~sale~~to ~~notice~~such ~~and~~disagreement ~~(c)~~in ~~scheduling~~their areports ~~sale~~for ~~hearing~~such ~~(the~~periods. The ~~"Bid~~audit ~~Procedures~~reports ~~Motion"). A~~of ~~hearing~~Grant Thornton on the ~~Bid~~financial ~~Procedures~~statements ~~Motion~~of ~~has~~the ~~been~~Company ~~scheduled~~for by the ~~Bankruptcy~~fiscal ~~Court~~years ~~for~~ended ~~9:00~~December ~~a.m. CDT~~31, ~~Thursday,~~2004 ~~August~~and ~~11,~~2003 ~~2005.The~~contained ~~Debtors~~no ~~have~~adverse ~~requested,~~opinion ~~subject~~or todisclaimer ~~Bankruptcy~~of ~~Court approval~~opinion, ~~that~~nor ~~(i)~~were ~~potential~~they ~~bidders~~qualified beor ~~required~~modified as to ~~submit~~uncertainty, ~~bids~~audit noscope ~~later~~or ~~than~~accounting ~~August 24~~principles, ~~2005,~~except ~~(ii)~~that anthe ~~auction~~audit bereport ~~scheduled~~of ~~for~~Grant ~~August~~Thornton ~~26,~~included ~~2005,~~in ~~and~~the ~~(iii)~~Company’s aAnnual ~~hearing~~Report on ~~the~~Form ~~Sale~~10-K ~~Motion~~for ~~(as~~the ~~defined~~year ~~below)~~ended beDecember ~~scheduled for August 29~~31, ~~2005.The~~2004 ~~Debtors~~was ~~have~~modified ~~also~~to ~~filed~~include aan ~~motion~~explanatory ~~with~~paragraph ~~the~~relating ~~Bankruptcy~~to ~~Court~~uncertainties ~~requesting~~about the ~~entry~~Company’s ofability ~~an order authorizing, pursuant~~ to ~~sections~~continue ~~105(A),~~as ~~363~~a ~~and~~going ~~1146(C)~~concern.Grant ofThornton ~~the~~was ~~Bankruptcy~~provided ~~Code,~~a ~~the~~copy ~~sale to GEF~~ of ~~substantially all of~~ the ~~assets~~above ofdisclosures ~~DNA Computing Solutions, Inc.~~ and ~~approving~~was ~~the~~requested ~~APA (the "Sale Motion"). Pursuant~~ to ~~the~~furnish ~~Sale Motion,~~ the ~~Debtors~~Company ~~are~~with ~~requesting~~a ~~authority~~letter toaddressed ~~sell the assets~~ to the ~~highest~~Securities and ~~best~~Exchange ~~bid~~Commission ~~received~~stating ~~from~~whether ~~Qualified~~it ~~Bidders~~agrees ~~(as~~with ~~defined in~~ the ~~Bid~~above ~~Procedures~~statements ~~Motion)~~and, atif ~~the auction.If there are no Qualified Bidders~~not, ~~the~~stating ~~auction will be cancelled and substantially all of~~ the ~~assets~~respects ofin ~~DNA~~which ~~Computing~~it ~~Solutions,~~does ~~Inc~~not agree. A ~~will~~letter befrom ~~sold~~Grant toThornton ~~GEF pursuant~~ to the ~~APA,~~Securities ~~subject~~and toExchange ~~Bankruptcy~~Commission ~~Court~~dated ~~approval. The Sale Motion contemplates that the sale will be effectuated at the end of~~ August, ~~2005 or the beginning of September~~9, 2005~~. The~~ ~~Bankruptcy~~is ~~Court~~filed ~~has~~as ~~not~~Exhibit ~~yet scheduled a hearing on the Sale Motion~~16.~~The~~1 ~~Company’s~~to this Current Report on Form 8-K ~~dated August 1, 2005 and disclosing information pursuant to Items 1~~.~~01, 1.03, 2.03 and 2.04 is incorporated herein by reference.~~

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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.

	TeraForce Technology Corporation
August 8, 2005	By:	Robert P. Capps
August 9, 2005	By:	Robert P. Capps
		Name: Robert P. Capps
		Title: Chief Financial Officer

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Exhibit Index


Exhibit No.		Description

16.1		Letter from Grant Thornton LLP dated August 9, 2005

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