SARATOGA RESOURCES INC
8-K/A, 1999-04-06
CRUDE PETROLEUM & NATURAL GAS
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 8-K/A

                                Amendment 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 29, 1999
                                                --------------------------------

                           Saratoga Resources, Inc.
- -------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


Delaware                            0-11498
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(State or other jurisdiction      (Commission                 (I.R.S. Employer
of incorporation)                 File Number)               Identification No.)


301 Congress Avenue, Suite 1550, Austin, Texas                    78701
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   (Address of principal executive offices)                     (Zip code)

Registrant's telephone number, including area code    512-478-5717
                                                  -----------------------------



- -------------------------------------------------------------------------------
           (former name or former address, if changed since report.)

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ITEM 7. FINANCIAL STATMENTS AND EXHIBITS.

    Exhibit 16 - Letter re change of certifying accountants


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                                  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.



Dated: April 6, 1999                   SARATOGA RESOURCES, INC.
               

                                       By: /s/ Thomas F. Cooke
                                           ____________________________________
                                           Thomas F. Cooke, 
                                           Chief Executive Officer






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                                                                     Exhibit 16


                      [Hein & Associates LLP Letterhead]



April 1, 1999



Securities and Exchange Commission
Washington, D.C. 20549


We are previously principal accountants for Saratoga Resources, Inc., and on
January 15, 1998, we reported on the consolidated financial statements of
Saratoga Resources, Inc. and subsidiaries as of December 31, 1997 and 1996
and for the years then ended. On March 29, 1999, our appointment as principal
accountants of Saratoga Resources, Inc. was terminated. We have read Saratoga
Resources, Inc.'s statements included under Item 4 of its Form 8-K dated
March 29, 1999, and we agree with such statements, except that we are not in
a position to agree or disagree with Saratoga Resources, Inc.'s statement that
the change was approved by the Board of Directors.


Respectfully,

/s/ Hein & Associates LLP
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Hein & Associates LLP
Certified Public Accountants










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