BLUE FISH CLOTHING INC
8-K/A, 1999-06-23
WOMEN'S, MISSES', CHILDREN'S & INFANTS' UNDERGARMENTS
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                U.S. 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)  June 10, 1999
                                                    -------------

                        Blue Fish Clothing, Inc.
       ------------------------------------------------------
       (Exact Name of Registrant as Specified in its Charter)

                             Pennsylvania
             ----------------------------------------------
             (State or Other Jurisdiction of Incorporation)

       1-14078                                    22-2781253
- ------------------------                  -------------------------
(Commission File Number)                  (I.R.S. Employer I.D. No.)

          No. 3 Sixth Street, Frenchtown, New Jersey 08825
     -----------------------------------------------------------
     (Address of Principal Executive Offices, Including Zip Code)

                           (908) 996-3844
         --------------------------------------------------
        (Registrant's Telephone Number, Including Area Code)

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




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

         A letter from Arthur Andersen LLP concerning its agreement
with the disclosures made in the Report on Form 8-K dated June 10, 1999
filed with the Securities and Exchange Commission on June 16, 1999
is filed herewith as Exhibit 16.2 as required by Item 304(a)(3) of
Regulation S-K.


Item 7.  Exhibits.
         --------

         16.2   Letter from Arthur Andersen LLP addressed to the Securities
                and Exchange Commission indicating their agreement
                with the statements made by the Registrant in the Current
                Report on Form 8-K dated June 10, 1999.




                              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.


                                   BLUE FISH CLOTHING, INC.



Date:  June 23, 1999               By: /s/ Jennifer Barclay
                                       ----------------------------
                                       Jennifer Barclay
                                       Chairman






                       [Letterhead of Arthur Andersen LLP]



June 16, 1999

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549




Dear Sir/Madam:

We have read the statements made in Item 4, as it relates to our Firm
included in the Form 8-K dated June 10, 1999, of Blue Fish Clothing, Inc.
to be filed with the Securities and Exchange Commission and are in agreement
with the statements contained therein.

Very truly yours,

/s/ Arthur Andersen LLP



cc:  Ms. Jennifer Barclay, COO, Bluefish Clothing, Inc.




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