AERO SERVICES INTERNATIONAL INC
8-K/A, 1997-12-10
PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS)
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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)   November 14, 1997           

                    AERO SERVICES INTERNATIONAL, INC.                           
               (Exact name of registrant as specified in its charter)


  Louisiana                             1-10190                    72-0385274   
(State or other jurisdic-       (Commission             (IRS Employer
tion of incorporation)          File Number)            Identification No.)


660 Newtown-Yardley Road., Newtown, Pennsylvania                 18940         
(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code       (215) 860-5600        
    


                                       N/A                                      
      (Former name or former address, if changed since last report)
<PAGE>
Item 4.      Changes in Registrant's Certifying Accountants.

      On November 14, 1997, Aero Services International, Inc. (the
"Company") dismissed KPMG Peat Marwick LLP as independent accountants
for the Company. The decision to change accountants was recommended by
the board of directors.

      The reports of KPMG Peat Marwick LLP on the Company's financial
statements for the fiscal years ended September 30, 1996 and 1995 did not
contain an adverse opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles, except as follows:

      The reports of KPMG Peat Marwick LLP with respect to the Company's
financial statements and related financial statement schedules included in its
Reports on Form 10-KSB for the fiscal years ended September 30, 1995 and
1996 contained a separate paragraph stating that "the Company has suffered
recurring losses from operations and has net working capital deficiencies and
a stockholders' deficit.  These circumstances raise substantial doubt about the
entity's ability to continue as a going concern."  Because of substantial doubt
KPMG Peat Marwick LLP was unable to express, and did not express, an
opinion on the financial statements and related financial statement schedules
for the years ended September  30, 1995 and 1996.

      During the two most recent fiscal years of the Company and the
subsequent interim period through November 14, 1997 there were no
disagreements with KPMG Peat Marwick LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements if not resolved to their satisfaction would
have caused them to make reference in connection with their opinion to the
subject matter of the disagreement.



Item 7.      Financial Statements and Exhibits

      (a)    Not applicable.

      (b)    Not applicable.

      (c)    Exhibit 16- Letter re: change in certifying accountant.























                                  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.

                                             AERO SERVICES
INTERNATIONAL, INC.


Date: December 9, 1997                      
BY:_______________________________
                                                Paul R. Slack
                                                Chief Accounting Officer





EXHIBIT 16

KPMG Peat Marwick LLP
1600 Market Street 
Philadelphia, PA 19103-7212

November 21, 1997

Securities and Exchange Commission
Washington, DC 20549

Ladies and Gentlemen:

We were previously principal accountants for Aero Services International, Inc.
and, under the date of April 15, 1997, we reported on the financial statements
of Aero Services International, Inc. as of and for the years ended September
30, 1996 and 1995. On November 14, 1997, our appointment as principal
accountants was terminated.  We have read Aero Services International, Inc.'s
statements included under Item 4 of its Form 8-K dated November 14, 1997,
and we agree with such statements, except that we are not in a position to
agree or disagree with Aero Services International, Inc.'s statement that the
change was recommended by the board of directors. 

KPMG Peat Marwick LLP



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