WINCO PETROLEUM CORP
8-K/A, 1998-01-06
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 10 or 15(d) of the
                    Securities Exchange Act of 1934
                                   
                                   
                           DECEMBER 8, 1997
           ------------------------------------------------
           Date of Report (date of earliest event reported)
                                   
                                   
                      WINCO PETROLEUM CORPORATION
        ------------------------------------------------------
        (Exact Name of Registrant as Specified in its Charter)


    COLORADO                     0-9295                   84-0794604     
- ---------------                ----------          ----------------------
(State or Other                (Commission              (IRS Employer    
Jurisdiction of               File Number)         Identification Number)
Incorporation)

               3118 CUMMINGS, GARDEN CITY, KANSAS 67846
      -----------------------------------------------------------
      (Address of Principal Executive Offices Including Zip Code)


                             (316) 275-2963
           ---------------------------------------------------
          (Registrant's telephone number, including area code)












Page 1 of 5.

<PAGE>

ITEM 1.   CHANGES IN CONTROL OF REGISTRANT
          --------------------------------

          Not applicable.

ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS
          ------------------------------------

          Not applicable.

ITEM 3.   BANKRUPTCY OR RECEIVERSHIP
          --------------------------

          Not applicable.

ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
          ----------------------------------------------

          (a) SECTION 304(a)(1):

               (i) On December 5, 1997, Winco Petroleum Corporation (the
               "Company") dismissed the accounting firm of Lawrence E. Van
               Zetten, P.C., Denver, Colorado, who have acted as certifying
               accountants for the Company for the years ending September
               30, 1995 and 1996.

               (ii) None of the prior certifying accountants' reports on
               the Company's financial statements for the past two years
               contained an adverse opinion or disclaimer of opinion, or
               was modified as to uncertainty, audit scope or accounting
               principle.

               (iii) The change of principal accountants was approved by
               the Company's Board of Directors on December 5, 1997.

               (iv) The Company is unaware of any disagreement with
               Lawrence E. Van Zetten, P.C., on any matter of accounting
               principle or practice, financial statement disclosure, or
               auditing scope or procedure which would have caused said
               accountants to make reference to the subject matter in
               connection with any report issued by same.

          (b) SECTION 304(a):

               (2) Effective December 5, 1997, the Company has engaged the
               accounting firm of Allen, Gibbs & Houlk, LLP, of Wichita,
               Kansas to act as certifying accountants for the year ended
               September 30, 1997.

   
               (3) The application of accounting principles to a specific
               completed or contemplated transaction, or to the type of
               audit opinion that might be rendered therein was not a
               factor in the decision to change accounting

                                   -2-

<PAGE>

               firms.  Specifically, the Company did not consult Allen,
               Gibbs & Houlk, LLP, on any matters described herein.
    

ITEM 5.   OTHER EVENTS
          ------------

          Not applicable.

ITEM 6.   RESIGNATIONS OF REGISTRANT'S DIRECTORS
          --------------------------------------

          Not applicable.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS
          ---------------------------------

          (a) and (b)    Not applicable.

          (c)       Exhibits: Filed herewith pursuant to Reg. S-K Item 601
                              is the following exhibit.

Exhibit No.    Page      Description
- -----------    ----      -----------

   
    24.1         5       Letter from Lawrence E. Van Zetten, P.C.
    







                                   -3-

<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.

                                        WINCO PETROLEUM CORPORATION



Dated: January 5, 1998                  By: /s/ DANIEL L. DALKE
                                           ------------------------------
                                                 Daniel L. Dalke
                                                 Chief Financial Officer









                                   -4-

LAWRENCE E. VAN ZETTEN, P.C.



January 5, 1998



United States Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

RE:  WINCO PETROLEUM CORPORATION
     SEC FILE NO. 0-9295

Ladies and Gentlemen:

The undersigned Lawrence E. Van Zetten, P.C. previously acted as
independent accountants to audit the financial statements of Winco
Petroleum Corporation (the "Company").

This letter will confirm that we have reviewed Item 4. of the Company's
Form 8-K/A dated December 8, 1997, captioned "CHANGED IN REGISTRANT'S
CERTIFYING ACCOUNTANTS" and that we agree with the statements made therein
as they relate to us.

We hereby consent to the filing of this letter as an exhibit to the
foregoing report on Form  8-K/A.

Dated this 5th day of January, 1998

Sincerely,


/s/ LAWRENCE E. VAN ZETTEN, P.C. 
- -------------------------------------
Lawrence E. Van Zetten, P.C.


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