ROCKIES FUND INC
8-K, 1996-07-05
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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




        Date of Report (Date of earliest event reported):  July 1, 1996




                            THE ROCKIES FUND, INC.
             ----------------------------------------------------
            (Exact name of registrant as specified in its charter)



Nevada                           0-12444-D                   84-0928022 
- ------------------       ------------------------      -----------------------
(State or other          (Commission file number)      (IRS Employer Identi-
jurisdiction of                                             fication No.)
incorporation or 
organization)                                                                  





            4465 Northpark Drive, Colorado Springs, Colorado  80907
        --------------------------------------------------------------
        (Address of principal executive offices)            (Zip Code)




      Registrant's telephone number, including area code:  (719) 590-4900      
      -------------------------------------------------------------------


         -------------------------------------------------------------
         (Former name or former address, if changed since last report)
<PAGE>
ITEM 4:  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

     (a)  On July 1, 1996, the client-auditor relationship between the Company
and its principal accountants, KPMG Peat Marwick LLP, ceased.  The cessation of
the relationship was the result of the resignation by KPMG Peat Marwick LLP and
was effective July 1, 1996.  The cessation of the relationship was approved by
the Company's Board of Directors.  The reports of KPMG Peat Marwick LLP related
to the consolidated financial statements of the Company for the fiscal years
ended December 31, 1994 and 1995, did not contain any adverse opinion or
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope, or accounting principles.  In connection with the audits of the
Company's financial statements for each of the fiscal years ended December 31,
1994 and 1995, and for the period from January 1, 1996 through July 1, 1996,
there were no disagreements with KPMG Peat Marwick LLP on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures which, if not resolved to the satisfaction of KPMG Peat
Marwick LLP, would have caused KPMG Peat Marwick LLP to make reference to the
matter in their report.

          The Company has requested KPMG Peat Marwick LLP to furnish it a
letter addressed to the Commission stating whether it agrees with the above
statements.  A copy of that letter dated July 3, 1996, is filed as Exhibit No.
18 to this Form 8-K.

ITEM 7:  EXHIBITS

     Exhibit No. 

          18.0 Pursuant to Item 304(a)(3) of Regulation S-B, Section
               228.304(a)(3) of the Regulations under the Securities Exchange
               Act of 1934, as amended, the Registrant furnishes herewith the
               letter of KPMG Peat Marwick LLP, former accountants to the
               Company, dated July 3, 1996.  

<PAGE>
                                   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.


                                   THE ROCKIES FUND, INC.



Date:     07/03/96                 By:  /s/ Stephen G. Calandrella
        ------------                   ---------------------------
                                        Stephen G. Calandrella 
                                        Interim President


KPMG Peat Marwick LLP
707 Seventeenth Street
Suite 2300
Denver, CO  80202







                                 July 3, 1996





Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

We were previously principal accountants for The Rockies Fund, Inc., and under
the date of March 15, 1996, we reported on the financial statements of The
Rockies Fund, Inc. as of and for the years ended December 31, 1995 and 1994. 
On July 1, 1996, we resigned.  We have read The Rockies Fund, Inc.'s statements
included under Item 4 of its Form 8-K dated July 1, 1996, and we agree with
such statements, except that we are not in a position to agree or disagree with
The Rockies Fund, Inc.'s statement that the change was approved by the board of
directors.

                              Very truly yours,


                              /s/ KPMG Peat Marwick LLP
     
                              KPMG Peat Marwick LLP





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