COMMERCE GROUP INC /MA
8-K/A, 1997-06-11
FIRE, MARINE & CASUALTY INSURANCE
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 8-K/A


CURRENT REPORT

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


- -------------------------------



Date of Report (Date of earliest event reported):  May 30, 1997



       THE COMMERCE GROUP, INC.

(Exact name of registrant as specified in its charter)


             Massachusetts                           04-2599931
          (State or other                          (IRS Employer
            jurisdiction                           Identification
           of Incorporation)                            No.)


  211 Main Street   Webster, Massachusetts       01570

    (Address of principal executive offices)        (Zip Code)


Registrant's telephone number, including area code: 
(508) 943-9000





Page 1 of 3


The Commerce Group, Inc.

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

(a)	At its board meeting on May 30, 1997, the Board of Directors 
of The Commerce Group, Inc. (the "Registrant"), as approved 
and recommended by the Registrant's Audit Committee, engaged 
the accounting firm of Ernst & Young L.L.P. as independent 
accountants for the Registrant for the fiscal year ending 
December 31, 1997.  The responsibilities of Coopers & 
Lybrand L.L.P. have been terminated effective June 11, 1997.

(b)	During the two most recent fiscal years ended December 31, 
1996 and the interim period ended June 11, 1997, there have 
been no disagreements with Coopers & Lybrand L.L.P. on any 
matter of accounting principles or practices, financial 
statement disclosure or auditing scope or procedure.

(c)	The report of Coopers & Lybrand L.L.P. on the financial 
statements for the past two years contained no adverse 
opinion or disclaimer of opinion and was not qualified as to 
uncertainty, audit scope or accounting principles.

(d)	The Registrant has requested that Coopers & Lybrand L.L.P. 
furnish it with a letter addressed to the Securities and 
Exchange Commission (the "SEC") stating whether it agrees 
with the above statements.  A copy of the letter of Coopers 
& Lybrand L.L.P. to the SEC, dated June 11, 1997 is filed as 
Exhibit 1 to this Form 8-K/A.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)	Exhibits


	1.	Letter of Coopers & Lybrand L.L.P. to the Securities 
and Exchange Commission dated June 11, 1997.


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 thereunto duly authorized.


                                  THE COMMERCE GROUP, INC.




                                   Randall V. Becker
                           Treasurer and Chief Accounting Officer

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The Commerce Group, Inc.

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT


(a)	At its board meeting on May 30, 1997, the Board of Directors 
of The Commerce Group, Inc. (the "Registrant"), as approved 
and recommended by the Registrant's Audit Committee, engaged 
the accounting firm of Ernst & Young L.L.P. as independent 
accountants for the Registrant for the fiscal year ending 
December 31, 1997.  The responsibilities of Coopers & 
Lybrand L.L.P. have been terminated effective June 11, 1997.

(b)	During the two most recent fiscal years ended December 31, 
1996 and the interim period ended June 11, 1997, there have 
been no disagreements with Coopers & Lybrand L.L.P. on any 
matter of accounting principles or practices, financial 
statement disclosure or auditing scope or procedure.

(c)	The report of Coopers & Lybrand L.L.P. on the financial 
statements for the past two years contained no adverse 
opinion or disclaimer of opinion and was not qualified as to 
uncertainty, audit scope or accounting principles.

(d)	The Registrant has requested that Coopers & Lybrand L.L.P. 
furnish it with a letter addressed to the Securities and 
Exchange Commission (the "SEC") stating whether it agrees 
with the above statements.  A copy of the letter of Coopers 
& Lybrand L.L.P. to the SEC, dated June 11, 1997 is filed as 
Exhibit 1 to this Form 8-K/A.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)	Exhibits


	1.	Letter of Coopers & Lybrand L.L.P. to the Securities 
and Exchange Commission dated June 11, 1997.


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 thereunto duly authorized.




                               THE COMMERCE GROUP, INC.

                                   RANDALL V. BECKER
                                   Randall V. Becker
                            Treasurer and Chief Accounting Officer


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EXHIBIT 1




June 11, 1997



Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC    20549



Gentlemen:


We have read the statements made by The Commerce Group, Inc. (the 
"Registrant") (copy attached), which we understand will be filed 
with the Commission, pursuant to Item 4 of Form 8-K as part of the 
Registrant's Form 8-K/A report.  We agree with the statements 
concerning our Firm in such Form 8-K/A.


Very truly yours,


Coopers & Lybrand L.L.P.





























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