CHANTAL PHARMACEUTICAL CORP
8-K/A, 1996-09-11
PHARMACEUTICAL PREPARATIONS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K/A -- No. 3

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



         Date of Report (Date of Earliest Event Reported) August 5, 1996





                       CHANTAL PHARMACEUTICAL CORPORATION
             (Exact name of registrant as specified in its charter)


     Delaware                       0-13304              22-2276346

(State or other jurisdiction of    (Commission         (I.R.S. Employer
incorporation or organization)      File Number)       Identification No.)

     12121 Wilshire Boulevard, Los Angeles, California           90025
          (Address of prinicpal executive offices)          (Zip Code)

Registrant's telephone number, including area code: (310) 207-1950





<PAGE>

Item 7.   Financial Statement, Proforma Financial Information and Exhibits.
          ----------------------------------------------------------------

(c) The following Exhibit is filed with this report on Form 8-K:

        16.1  Letter from Coopers & Lybrand L.L.P. - September 9, 1996.




                                  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.

                         CHANTAL PHARMACEUTICAL CORPORATION
                         ----------------------------------
                                        (Registrant)



                         By /s/CHANTAL BURNISON 
                            ---------------------------------------
                                    Chantal Burnison
                               Chairman and Chief Executive Officer

Dated: September 10, 1996





                                                                    EXHIBIT 16.1

                                        
                         [COOPERS & LYBRAND LETTERHEAD]
                                        


September 9, 1996


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen:


We have read the statements made by Chantal Pharmaceutical Corporation (copy
attached), which we understand will be filed with the Commission, pursuant to
Item 4 of Form 8-K, as part of the Company's Form 8-K/A (Amendment No. 2) report
for the month of August 1996.  We agree with the description of the 
disagreements set forth in the second and third paragraphs of Item 4 of the 
Company's Form 8-K.

We have the following comments concerning the first paragraph of Item 4:

As regards the separate engagement with respect to the shipments, orders and
returns of the Company's distributor, we previously advised the Company that we
were unable to complete our engagement because we could not obtain information
from the distributor that we considered necessary on a timely basis.  Upon our
resignation as the Company's auditors, we advised the Company that we would not
complete such separate engagement.

With respect to the audit of the June 30, 1995 financial statements of the
Company's subsidiary, Chantal Skin Care Corporation, we have informed the
Company that we will release our report on such financial statements upon the
Company meeting certain conditions regarding such items as the determination of
the proper SEC reporting form and satisfaction of our billings.

Very truly yours,

/s/ Coopers & Lybrand L.L.P.






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