SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ----------------

                                    FORM 8-K/A

                                 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 6, 2002
                                                         (August 5, 2002)

                    INTERSTATE NATIONAL DEALER SERVICES, INC.
                   ------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

          Delaware                      1-12938                 11-3078398
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(State or Other Jurisdiction         (Commission               (IRS Employer
    of Incorporation)                File Number)            Identification No.)

    333 Earle Ovington Boulevard, Mitchel Field, New York         11553
    -----------------------------------------------------         -----
         (Address of Principal Executive Offices)               (Zip Code)

        Registrant's telephone number, including area code (516) 228-8600


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



Item 4. Changes in the Registrant's Certifying Accountant.

     This is an amendment to the Form 8-K filed by the Registrant on August 5,
2002.

     On August 5, 2002, the Registrant's audit committee voted to approve the
engagement of PricewaterhouseCoopers LLP ( "PWC"), as the Registrant's
independent auditors. On August 5, 2002, the Registrant replaced Arthur Andersen
LLP ("Andersen") as the Registrant's independent auditors. The Registrant
engaged PWC as its independent auditors on August 5, 2002.

     None of Andersen's reports on the Registrant's consolidated financial
statements for the past two years contained an adverse opinion or a disclaimer
of opinion, or was qualified or modified as to uncertainty, audit scope or
accounting principles.

     During the two most recent fiscal years ended October 31, 2001, and through
the date of this Current Report, there were no disagreements between the Company
and Andersen on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
Andersen's satisfaction, would have caused Andersen to make reference to the
subject matter in connection with its report on the Registrant's consolidated
financial statements for such years; and there were no reportable events, as
defined in Item 304(a)(1)(v) of Regulation S-K.

     The Registrant provided Andersen with a copy of the foregoing statements.
Andersen has communicated to the Registrant that Andersen has informed the
Securities and Exchange Commission ("SEC") that Andersen is unable to provide
letters that corroborate or invalidate the statements in this disclosure, as
required by the SEC. The Registrant has been advised that Andersen no longer has
an infrastructure in place to process requests for such letters. As a result, no
such letter is provided with this Form 8-K.

     During the Registrant's two most recent fiscal years ended October 31,
2001, and through the date of this Current Report, the Registrant did not
consult PWC with respect to the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Registrant's consolidated financial
statements, or any matters or events set forth in Items 304(a)(2(i) and (ii) of
Regulation S-K.

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

     (a)  Financial Statements of Businesses Acquired.

          Not applicable.

     (b)  Pro Forma Financial Information.

          Not applicable.

     (c)  Exhibits

          None.



                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Date: August 6, 2002

                                 INTERSTATE NATIONAL DEALER SERVICES, INC.

                                 By: /s/ Chester Luby
                                    ------------------------------
                                    Chester Luby, Chairman and
                                     Chief Executive Officer