ENVIRONMENTAL REMEDIATION HOLDING CORP
8-K, 1999-02-16
OIL & GAS FIELD SERVICES, NEC
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                                  UNITED STATES
                       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) February 16, 1999 (February 16,
1999)


                 ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
             (Exact name of registrant as specified in its charter)


          Colorado                     0-17325                   88-0218499
(State or other jurisdiction         (Commission                (IRS Employer
       of incorporation)             file number)            Identification No.)


                                3-5 Audrey Avenue
                                  Oyster Bay, NY                           11771
                    (Address of principal executive offices)          (Zip Code)

                           Copy of Communications to:
                              Mercedes Travis, Esq.
                              Mintmire & Associates
                               265 Sunrise Avenue
                                    Suite 204
                              Palm Beach, FL 33480
                                 (561) 832-5696


Registrant's telephone number, including area code: (516) 922-4170
<PAGE>

Item 5. Other Events

        Subsequent  to the filing of the  Company's  Amendment No. 3 to its Form
S-1  ("S-1/A3")  and  Amendment  No. 1 to the Form 10K for the Fiscal Year Ended
September 30, 1998 ("10K/A1"), it was discovered that there may be a question of
the ownership rights of the Company in the BAPCO tool.

        The Board of  Directors  of the  Company  has been  given  notice  under
Section  10A(b)(2) of the Securities and Exchange Act of 1934 and this filing is
their compliance with the requirements of Section 10A(b)(3).

        The Company and its independent auditors, Durland & Company, CPAs, P.A.,
are conducting a full investigation.  Upon completion of the investigation,  the
Board of Directors intends that any changes in the legal or financial disclosure
relative to the financial and legal  effects of such  ownership  rights shall be
disclosed in the form of further  amendment to its Form S-1 and Form 10K for the
Fiscal  Year Ended  September  30, 1998 and any other  reports  which need to be
corrected.

        In  addition,  the  Company  shall file the  required  Form 10-Q for the
Quarter  Ended  December  31, 1998 making note of the filing of this Form 8K and
stating  that no changes  have been made to the legal and  financial  disclosure
pending the results of the investigation.

        All parties  who are relying  upon the  previously  filed audit  opinion
letter,  financial statements and the disclosures as to the BAPCO tool contained
in the  Company's  S-1/A3 and the 10K/A1  are  hereby  notified  that such audit
opinion letter, financial statements and such disclosure may no longer be relied
upon  and that  any  further  reliance  may  only be made  when the  appropriate
amendments shall be filed with the Securities and Exchange Commission.

                                   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.


                                   Environmental Remediation Holding Corporation
                                                    (Registrant)



Dated: February 16, 1999

                                   By: /s/ James R. Callender, Sr.
                                       President, Chief Executive Officer
                                       and Director


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