IRT INDUSTRIES INC
8-K/A, 1997-02-21
NON-OPERATING ESTABLISHMENTS
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 8-K/A
                                  AMENDMENT #2

                                 CURRENT REPORT



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

Date of Report (Date of earliest event reported): OCTOBER 23, 1996.
                                                 ------------------

                               IRT INDUSTRIES, INC.               
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


 FLORIDA                            0-15347                    59-2720096      
- --------                          ------------             -------------------
(State or other                   (Commission               (IRS Employer
jurisdiction of                   File Number)             Identification No.)
incorporation)



          2400 E. LAS OLAS BLVD., SUITE 128, FT. LAUDERDALE, FL 33301
          -----------------------------------------------------------
              (Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code: (954)525-8815.
                                                   ---------------

                                     N/A                            
         -------------------------------------------------------------
         (Former name or former address, if changed since last report)





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ITEM 4.          CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

                 On October 23, 1996, Mr. Joel S. Baum, C.P.A., was dismissed
                 as principal accountant to audit the financial statements for
                 the Registrant.

                 The Registrant has retained Dohan and Company, Certified
                 Public Accountants, P.A. on October 23, 1996 to act as
                 principal accountant to audit financial statements for the
                 Registrant.


                 (i).  The former accountant was dismissed on October 23, 1996.

                 (ii).  Said principal accountant's report on the financial
                 statements for either of the past two years did not contain an
                 adverse opinion of disclaimer or opinion nor was the same
                 qualified or modified as to uncertainty audit scope, or
                 accounting principals.

                 (iii)(B).  The decision to change accountants was recommended
                 and approved by the Board of Directors of the Registrant on
                 October 23, 1996.

                 (iv).  During the Registrant's two most recent fiscal years
                 preceeding the replacement , and any subsequent interim
                 periods through the date of the dismissal, October 23, 1996,
                 there were no disagreements between the former accountant and
                 the Registrant on any matter of accounting principals or
                 practices, financial statements disclosure, or auditing scope
                 or procedure.

         (2)     A new independent accountant has been engaged as the principal
                 accountant to audit the Registrant's financial statements.
                 The newly engaged accountant is the firm of Dohan and Company,
                 C.P.A., P.A. and was retained as of October 23, 1996.

         (3)     The former accountant's letter is enclosed as Exhibit A, or is
                 being filed independently.





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<PAGE>   3



                                 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.


                                        IRT INDUSTRIES, INC. ("Registrant")

                                        By: /s/ Richard Rossi 
                                            -------------------------------
                                            Richard Rossi

                                        Its:  President         
                                            -------------------------------

                                        Date: October 23, 1996                 
                                              -----------------------------




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