AIRSHIP INTERNATIONAL LTD
8-K, 1997-07-11
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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): June 24, 1997

                           AIRSHIP INTERNATIONAL LTD.

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             (Exact name of Registrant as specified in its charter)

                                    New York

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                 (State or other jurisdiction of incorporation)

          0-14646                                                  06-1113228

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  (Commission File Number)                 (I.R.S. Employer Identification No.)

   7380 Sand Lake Road, Suite 350, Orlando, Florida                     32819

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(Address of principal executive offices)                              (Zip Code)

       Registrant's telephone number, including area code: (407) 351-0011

                                 Not Applicable

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          (Former name or former address, if changed since last report)

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ITEM 4.        Change in Registrant's Certifying Accountant.

        Grant Thornton LLP had served as the Company's independent accountants
since 1993. As of June 24, 1997, Grant Thornton LLP was dismissed, as a result
of budgetary concerns. The Company has not had any disagreements with Grant
Thornton LLP on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure.

        Upon recommendation of the Audit Committee of the Board of Directors,
the Board has selected Charlie Meeks, C.P.A., P.A. as its new independent
accountant with repsect to the fiscal years ending December 31, 1994, 1995 and
1996.

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ITEM 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

(c)       Exhibits.  The following exhibits are filed herewith:

Regulation S-K
Exhibit Number:

(16)   Letter re: change in accountant from Grant Thornton LLP dated
       June 30, 1997.


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                                   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.

                                     Airship International Ltd.

Dated: July 3, 1997              By:    /s/ Louis J. Pearlman
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                                       Louis J. Pearlman, Chairman of the Board,
                                       President and Chief Executive and
                                       Operating Officer



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                          [LETTERHEAD OF GRANT THORNTON]


July 7, 1997

Securities and Exchange Commission
Washington, DC 20549

Re: Airship International, Ltd.
    File No. 0-14646


Dear Sir or Madam:

We have read Item 4 of the Form 8-K of Airship International Ltd. Dated July 3,
1997, and agree with the statements contained therein.

Very truly yours,

GRANT THORNTON LLP




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