BASIC EARTH SCIENCE SYSTEMS INC
8-K/A, 1997-05-08
CRUDE PETROLEUM & NATURAL GAS
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                         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): April 26, 1997


Commission File Number:  0-7914

BASIC EARTH SCIENCE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

Delaware                                     84-0592823
(State or other jurisdiction                 (I.R.S. Employer
of incorporation or organization)            Identification Number)
     
633 Seventeenth St., Suite 1670
Denver, Colorado  80202
(Address of principal executive offices)

(303) 294-9525
(Registrant telephone including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.

                         Yes (    X    )      No (         )

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.

                              Common Stock: 16,580,487
<PAGE>
                           INFORMATION INCLUDED IN REPORT

Item 4.  Changes in Registrant's Certifying Accountant

(a) Replacement of Former Independent Accountant

Effective April 26, 1997, the Registrant reported on Form 8-K that during the
period commencing from the fiscal year ended March 31, 1994 through the fiscal
year ended March 31, 1996 there were no disagreements with Arthur Andersen LLP
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.  This Form 8-K/A amends and
supplements that prior report by extending that period to include the period
subsequent to March 31, 1996 up to and including April 26, 1997, the effective
date of the replacement of Arthur Andersen LLP.

This Form 8-K/A also amends and supplements that prior report by providing, as
an exhibit,  the required letter from Arthur Andersen LLP responding to its
agreement or disagreement with the disclosures applicable to the Registrant's
change of certifying accountant.

Item 7. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

None.

(b) Pro Forma Financial Information.

None.

(c) Exhibits.

Exhibit No.         Document
- --------------      -------------
16                  Letter Re: Change in Certifying Accountant

<PAGE>
                                     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.

                              BASIC EARTH SCIENCE SYSTEMS, INC.



Date:     May 7, 1997              By:  /s/ Ray Singleton
          -----------                   -----------------
                                        Ray Singleton, President








May 5, 1997



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

Gentlemen:

We have read the statements made by Basic Earth Science Systems, Inc. (copy
attached), which we understand will be filed with the Commission, pursuant to
Item 4 of Form 8-K, as part of the Company's Form 8-K report on or about May 2,
1997.  We agree with the statements concerning our Firm in such Form 8-K.

Very truly yours,

ARTHUR ANDERSEN LLP


Attachment



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