CONTINENTAL INVESTMENT CORP /GA/
8-K/A, 1999-04-08
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                ----------------


                                FORM 8-K/A No. 1

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported):
                                 March 10, 1999



                       CONTINENTAL INVESTMENT CORPORATION
             (Exact name of registrant as specified in its charter)




        Georgia                     0-3743               58-0705228         
       (State or other            (Commission           (IRS Employer)       
        jurisdiction of              File No.)          Identification No.)  
        incorporation)                                                 
                                                              
      



                     10254 MILLER ROAD, DALLAS, TEXAS 75238
               (Address of principal executive offices) (Zip Code)

                                 (214) 691-1100
              (Registrant's telephone number, including area code)










<PAGE>


ITEM 4:  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         Effective on March 10, 1999,  Continental  Investment  Corporation (the
"Company")  engaged the accounting firm of Belew Averitt LLP,  Dallas,  Texas as
the Company's  independent  accountants  to replace its prior  auditors who were
dismissed  by the  Company  on March 10,  1999.  The new  accountants  have been
engaged to audit and report on the  financial  statements of the Company for its
fiscal year ended December 31, 1998.

         This action to replace the Company's auditors was approved by the Board
of Directors of the Company.

         During the  Company's  1996 and 1997  fiscal  years and the  subsequent
interim periods  preceding the dismissal,  there were no disagreements  with the
former  auditors on matters of accounting  principles  or  practices,  financial
statement disclosure or auditing scope or procedure. The accountant's reports on
the Company's  financial  statements  for each of the 1996 and 1997 fiscal years
contained  no adverse  opinion,  no  disclaimer  of opinion or no  qualified  or
modified opinion as to the uncertainty, audit scope or accounting principles.

         The former accountant's  letter, which is required under Item 304(a)(3)
of Regulation S-B, is attached as required.


                                   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.


Electronically Filed:  April 8, 1999


CONTINENTAL INVESTMENT CORPORATION


                                             By:    /S/ J. B. Morris
                                                    ---------------------------
                                                        J. B. Morris, President


Exhibit 16:  Former accountant's letter

                                     Page 2






April 8, 1999                                                         Exhibit 16




Securities and Exchange Commission
Washington, D.C.  20549

RE:  Continental Investment Corporation
        File No. 0-3743

Dear Sir or Madam:

We  have  read  Item  4 of  the  Form  8-K/A  No.  1 of  Continental  Investment
Corporation  dated  April 8,  1999,  and  agree  with the  statements  contained
therein.

Very truly yours,

GRANT THORNTON LLP





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