8-K

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) April 10, 2002

DENDRITE INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Charter)

New Jersey 0-26138 22-2786386

(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

1200 Mount Kemble Avenue, Morristown, New Jersey 07960-6767

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telphone number, including area code (973) 425-1200

INFORMATION TO BE INCLUDED IN THE REPORT

Item 4.  Changes in Registrant’s Certifying Accountant.

                Dendrite International, Inc. (the “Company”), a New Jersey corporation, dismissed Arthur Andersen LLP (“Andersen”) as its independent auditor and engaged Ernst & Young LLP as its independent auditor for fiscal 2002, effective April 4, 2002. The decision to dismiss Andersen was approved by the Company’s Board of Directors and its Audit Committee.

                The reports of Andersen on the Company’s financial statements for the years ended December 31, 2001 and 2000 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

                During the years ended December 31, 2001 and 2000 and through April 4, 2002, there were no disagreements with Andersen on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of Andersen, would have caused Andersen to make reference to such disagreements in its reports. During the years ended December 31, 2001 and 2000 and through April 4, 2002, there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

                The Company requested Andersen to furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of such letter is filed as Exhibit 16 to this Form 8-K.

                During the years ended December 31, 2001 and 2000 and through April 4, 2002, the Company did not consult with Ernst & Young LLP regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

               (c)  Exhibits.

16 Letter of Arthur Andersen LLP regarding change in independent public accountants

SIGNATURE

          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.

Dated:  April 10, 2002 DENDRITE INTERNATIONAL, INC.


By:      CHRISTINE A. PELLIZZARI
——————————————
Name: Christine A. Pellizzari
Title:    Vice President, General Counsel
               and Secretary

EXHIBIT INDEX

16 Letter of Arthur Andersen LLP regarding change in independent public accountants

EX-16

[ANDERSEN LETTERHEAD]

Arthur Andersen LLP
1601 Market Street
Philadelphia, PA 19103-2489

Tel 267-675-6000

www.andersen.com

Officer of the Chief Accountant
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549

April 10, 2002

Dear Ladies and Gentlemen:

     We have read the second, third and fourth paragraphs of Item 4 included in the Form 8-K dated April 10, 2002 of Dendrite International, Inc. to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein.

Very truly yours,


ARTHUR ANDERSEN LLP


Copy to:
Mr. Luke M. Beshar, SVP & CFO
Dendrite International, Inc.