-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 WOBC1tAbPBZDHwyPPJ0ev5VEsx3NIxvSsPYYDcwLuUZ4q4v0YRA9YXTFQpVd+c0g
 d7Z9TVsbdckn46bm5taXeA==

<SEC-DOCUMENT>0000950168-99-000037.txt : 19990113
<SEC-HEADER>0000950168-99-000037.hdr.sgml : 19990113
ACCESSION NUMBER:		0000950168-99-000037
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	19990111
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		19990112

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INFORMATION ANALYSIS INC
		CENTRAL INDEX KEY:			0000803578
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-PREPACKAGED SOFTWARE [7372]
		IRS NUMBER:				541167364
		STATE OF INCORPORATION:			VA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	000-22405
		FILM NUMBER:		99504984

	BUSINESS ADDRESS:	
		STREET 1:		11240 WAPLES MILL RD #400
		CITY:			FAIRFAX
		STATE:			VA
		ZIP:			22030
		BUSINESS PHONE:		7033833000

	MAIL ADDRESS:	
		STREET 1:		2222 GALLOWS ROAD
		STREET 2:		SUITE 300
		CITY:			DUNN LORING
		STATE:			VA
		ZIP:			22027
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<DESCRIPTION>INFORMATION ANALYSIS INCORPORATED 8-K
<TEXT>

                       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): JANUARY 11, 1999



                        INFORMATION ANALYSIS INCORPORATED
             (Exact name of Registrant as specified in its charter)

                                     0-22405
                            (Commission File Number)


  VIRGINIA                                                     54-1167364
 (State or other jurisdiction of                              (IRS Employer
 incorporation or organization)                            Identification No.)

 11240 WAPLES MILL ROAD, #400
 FAIRFAX, VA                                                      22030
 (Address of principal executive offices)                       (Zip Code)

(Registrant's telephone number,
including area code)                                         (703) 383-3000

<PAGE>

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

      (a) On January 11, 1999 Information Analysis Incorporated (the "Company")
dismissed Ernst & Young, LLP ("Ernst & Young") as its independent accountant.
The report of Ernst & Young for fiscal year ended December 31, 1997 (the sole
fiscal year for which Ernst & Young was engaged) did not contain an adverse
opinion or a disclaimer of opinion, nor was such report qualified or modified as
to uncertainty, audit scope or accounting principles. During the fiscal year
ended December 31, 1997 and for all subsequent interim periods thereafter prior
to the dismissal of Ernst & Young, there were no disagreements on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement(s), if not resolved to the satisfaction
of Ernst & Young, would have caused it to make a reference to the subject matter
of the disagreement(s) in connection with its reports. The Company's
determination to change accountants was approved by its audit committee. The
Company has provided to Ernst & Young, prior to the filing with the Commission
of this Form 8-K, a copy of the disclosures made in this Item 4(a).

      (b) Effective January 11, 1999, the Company engaged Rubino & McGeehin,
Chtd. ("Rubino & McGeehin") as its new independent accountant to audit the
Company's financial statements. During the period that Ernst & Young served as
the Company's independent accountant, including all interim periods within 1998,
the Company (or someone on its behalf) never consulted Rubinio & McGeehin
regarding any matter. Rubino & McGeehin did serve as the Company's independent
accountant prior to the Company's engagement of Ernst & Young.

ITEM 7.  EXHIBITS.

      The Following Exhibit is Made Part of This Report.

Exhibit No.                   Description
- -----------                   -----------
16.2                          Letter from Ernst & Young addressed to
                              the Securities and Exchange Commission

<PAGE>

                                   SIGNATURES

              Pursuant to the requirements of the Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

Information Analysis Incorporated
(Registrant)


Date: January 11, 1999           By:      /s/ Sandor Rosenberg    
                                     ------------------------------------
                                       Sandor Rosenberg, Chairman of the
                                       Board and Chief Executive Officer



                                 By:      /s/ Richard S. DeRose    
                                     ------------------------------------
                                       Richard S. DeRose, Executive Vice
                                       President and Treasurer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16
<SEQUENCE>2
<DESCRIPTION>EXHIBIT 16.2
<TEXT>

Exhibit 16.2



January 11, 1999

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen:

We have read Item 4 of Form 8-K dated January 11, 1999 of Information Analysis
Incorporated and are in agreement with the statements contained in parargraph
(a) on page 2 therein. We have no basis to agree or disagree with other
statements of the registrant contained therein.

                                        /s/ Ernst & Young LLP
                                        ----------------------
                                        Ernst & Young LLP
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
