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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


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                                    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 14, 2002



Digital Descriptor Systems, Inc.
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(Exact Name of Registrant as Specified in its Charter)




Delaware                              0-26604               23-2770048
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(State or Other Jurisdiction         (Commission            (IRS Employer
of Incorporation)                    File Number)           Identification No.)




446 Lincoln Highway, Fairless Hills, Pennsylvania               19030-1316
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(Address of Principal Executive Offices)                        (Zip Code)



Registrant's telephone number, including area code: (267) 580-1075



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

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Item 4.  Change in Registrant's Certifying Accountants.

         Ernst & Young LLP was previously the independent auditors for Digital
Descriptor Systems, Inc. (the "Registrant"). On February 4, 2002, Ernst & Young
LLP resigned as independent auditors and Withum, Smith & Brown, PC was engaged
as independent auditors. The decision to change was based on financial
considerations and was approved by the audit committee and the full Board of
Directors of the Registrant.

         The audit reports of Ernst & Young LLP on the financial statements of
Digital Descriptor Systems, Inc. as of and for the fiscal years ended December
31, 2000 and 1999 did not contain adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or accounting
principles, except that such reports were modified with respect to the Company's
ability to continue as a going concern.

         During the Registrant's two most recent fiscal years ended December 31,
2000, and the subsequent interim period through September 30, 2001, there were
no disagreements between the Registrant and Ernst & Young LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures, which if not resolved to the satisfaction of Ernst &
Young would have caused Ernst & Young to make reference to the matter in their
report. The Company has requested Ernst & Young to furnish it a letter addressed
to the Commission stating whether it agrees with the above statements. A copy of
that letter, dated February 7, 2002, is filed as Exhibit 16 to this Form 8-K.

         There were no other "reportable events" as that term is described in
Item 304(a)(1)(v) of Regulation S-K occurring within the Registrant's two most
recent fiscal years and the subsequent interim period through September 30,
2001.

         During the Registrant's two most recent fiscal years ended December 31,
2001 and the subsequent interim period through September 30, 2001, the
Registrant did not consult with Withum, Smith & Brown, PC regarding any of the
matters or events set forth in Item 304 (a)(2)(i) and (ii) of Regulations S-K

Item 6.  Resignations of Registrant's Directors

         The following member of the Board of Directors of the Company has
resigned effective January 14, 2002 for personal reasons -

                           Myrna L. Marks-Cohn, Ph.D.




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Item 7(c.) Exhibits

         The following exhibit is filed as part of this report in accordance
with the provision of Item 601 of Regulations S-B:

         Exhibit    Name of Exhibit
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           16       Letter of Change in certifying accountant


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 thereunto duly authorized.



Dated: February 7, 2002                   Digital Descriptor Systems, Inc.


/s/ Robert Gowell                         Chief Executive Officer and
-----------------------------             Co-Chairman of the Board, Director
Robert Gowell

/s/ Garrett U. Cohn                       Co-Chairman of the Board, Director
-----------------------------
Garrett U. Cohn

/s/ Michael Pellegrino                    President and Chief Operating Officer
-----------------------------             Director
Michael Pellegrino

/s/ Anthony Shupin                        Director
-----------------------------
Anthony Shupin.

/s/ Vincent Moreno                        Director
-----------------------------
Vincent Moreno













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