WASTE RECOVERY INC
8-K, 1997-12-19
REFUSE SYSTEMS
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                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                       
                                       
                                       
                                   FORM 8-K
                                       
                                       
                                       
                                Current Report
                      Pursuant to Section 13 or 15 (d) of
                      the Securities Exchange Act of 1934
                                       
                        Commission File Number 0-14881
                                       
                                       
                       Date of Report: December 16, 1997
                                       
                                       
                                       
                             WASTE RECOVERY, INC.
            (Exact name of Registrant as specified in its Charter)



             TEXAS                                       75-1833498
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation)



309 S. PEARL EXPRESSWAY, DALLAS, TX                        75201
(Address of principal executive offices)                (Zip Code)


                                       
                                (214) 741-3865
              (Registrant's Telephone Number, Including Area Code)

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ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         (a) Previous independent accountants

            (i)   On December 16, 1997, Waste Recovery, Inc. (the "Registrant")
                  dismissed Price Waterhouse LLP as its independent certified 
                  public accountant.

            (ii)  The reports of Price Waterhouse LLP on the financial 
                  statements of the Registrant for the past two fiscal years 
                  contained no adverse opinion or disclaimer of opinion and 
                  were not qualified or modified as to uncertainty, audit 
                  scope or accounting principles.

            (iii) The Registrant's Board of Directors participated in and 
                  approved the decision to change independent accountants.

            (iv)  During the Registrant's two most recent fiscal years and 
                  through December 16, 1997, there have been no disagreements
                  with Price Waterhouse LLP on any matter of accounting 
                  principles or practices, financial statement disclosure, 
                  or auditing scope or procedure, which disagreements, if not 
                  resolved to the satisfaction of Price Waterhouse LLP, would 
                  have caused them to make reference thereto in its report on 
                  the financial statements for such years.

            (v)   During the two most recent fiscal years and through
                  December 16, 1997, there have been no reportable events 
                  (as defined in Regulation S-K Item 304(a)(1)(v)).

            (vi)  The Registrant has requested that Price Waterhouse LLP furnish
                  it with a letter addressed to the SEC stating whether it 
                  agrees with the above statements and if not, stating the 
                  respects in which it does not agree.  A copy of such letter,
                  dated December 16, 1997 is filed as Exhibit 16.1 to this 
                  Form 8-K.

        (b) New independent accountants

            On December 16, 1997, the Registrant engaged Grant Thornton LLP
            to act as the Registrant's independent certified public accountant.


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

        (a) Financial Statements of Business Acquired.
            None.

        (b) Pro Forma Financial Information.
            None.

        (c) Exhibits.
            16.1  Letter from Price Waterhouse LLP dated December 16, 1997 
                  regarding change in Certifying Accountant.


                                       
                                 [End of Page]
                                       
<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 hereunto duly authorized.



                                       WASTE RECOVERY, INC.



DATE: December 16, 1997                /s/ DAVID G. GREENSTEIN
                                       -----------------------------------------
                                       By: DAVID G. GREENSTEIN
                                           President and Chief Executive Officer


<PAGE>
                                       
                                 EXHIBIT 16.1





December 16, 1997



Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549


Ladies & Gentlemen:
                                       
                             Waste Recovery, Inc.

We have read Item 4 of Waste Recovery, Inc.'s Form 8-K dated December 16, 1997
and are in agreement with the statements contained in paragraph 4(a) therein.

Yours very truly,



PRICE WATERHOUSE LLP



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