BERGER HOLDINGS LTD
8-K/A, 1998-12-07
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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 20, 1998

                              BERGER HOLDINGS, LTD.
             (Exact name of registrant as specified in its charter)


          Pennsylvania                 000 - 12362           23-2160077
(State or other jurisdiction      (Commission         (IRS Employer
        of incorporation)             File Number)       Identification No.)

                 805 Pennsylvania Boulevard, Feasterville 19053
                    (Address of Principal Executive Offices)

                                 (215) 355-1200
              (Registrant's telephone number, including area code)

                                 Not Applicable
          (Former name or former address, if changed since last report)
<PAGE>


ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

     On November 25, 1998,  the  Registrant  filed a Current  Report on Form 8-K
reporting  the  replacement  of  its  prior  independent  accountant  Goldenberg
Rosenthal  Friedlander  LLP and the  engagement  of KPMG Peat Marwick LLP as its
independent accountant.  This Amendment to such Current Report is being filed to
include as Exhibit 16 the letter from  Goldenberg  Rosenthal  Friedlander LLP to
the Securities and Exchange  Commission  dated December 1, 1998 pursuant to Item
304(a)(3) of Regulation S-K.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (a)  Not applicable.

     (b)  Not applicable.

     (c)  Exhibits.

     16.  Letter from Goldenberg Rosenthal Friedlander LLP to the Securities and
Exchange Commission  dated Decembr 1, 1998 pursuant to Item 304(a)(3) of
Regulation S-K.

                                    SIGNATURE

                  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.


                              BERGER HOLDINGS, LTD.



Date:  December 4, 1998    By:  /s/ Francis E. Wellock, Jr.
                                ------------------------------------------------
                                    Francis E. Wellock, Jr.
                                    Chief Financial Officer

                                List of Exhibits

     16. Letter from Goldenberg Rosenthal Friedlander LLP to the Securities and
         Exchange Commission dated December 1, 1998 pursuant to Item 304(a)(3)
         of Regulation S-K.

<PAGE>
                                   Exhibit 16
                                   ----------

December 1, 1998


Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549


Dear Sir/Madam:

We have read item 4(a) included in the Current Report on Form 8-K dated
November 24, 1998 of Berger Holdings, Ltd. filed with Securities and Exchange
Commission and are in agreement with the statements contained therein.

Very truly yours,

GOLDENBERG ROSENTHAL FRIEDLANDER, LLP



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