SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): APRIL 6, 1998
__________________
ATLANTIS PLASTICS, INC.
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of incorporation)
001-09487 06-1088270
(Commission File Number) (IRS Employer Identification No.)
1870 THE EXCHANGE, SUITE 200
ATLANTA, GEORGIA 30339
(Address of principal executive offices) (Zip Code)
(800) 497-7659
Registrant's telephone number, including area code
____________________________________________________________
(Former name or former address, if changed since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
This Amendment No. 1 amends the Report on Form 8-K filed with
the Securities and Exchange Commission on April 8, 1998 by Atlantis
Plastics, Inc. (the "Company") regarding a change in Company's
certifying accountant.
The accounting firm of Coopers & Lybrand L.L.P. ("Coopers &
Lybrand") served the Company as its independent accountants with
respect to calendar years 1990-1997 and the interim period through
April 6, 1998. Effective April 6, 1998, Coopers & Lybrand was
dismissed by the Company's Board of Directors (pursuant to a duly
authorized telephone conference call on April 6, 1998) based upon
the recommendation of the Audit Committee (which recommendation was
made pursuant to a duly authorized telephone conference call on
April 6, 1998). During the Company's two most recent calendar
years and the subsequent period through April 6, 1998, there were
no (i) disagreements between the Company and Coopers & Lybrand on
any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Coopers &
Lybrand, would have caused it to make reference to the subject
matter of the disagreement in connection with its reports, or (ii)
reportable events as defined in paragraph (a)(1)(v) of Item 304 of
Regulation S-K. Coopers & Lybrand's reports on the financial
statements of the Company for the two most recent calendar years
did not contain an adverse opinion or disclaimer of opinion, and
were not qualified or modified as to uncertainty, audit scope, or
accounting principles. Upon recommendation by the Audit Committee
effective April 6, 1998, the Company's Board of Directors engaged
Ernst & Young LLP ("Ernst & Young") as the Company's independent
accountants for calendar year 1998. During the Company's two most
recent years and all subsequent periods, Ernst & Young was not
consulted regarding any matters set forth in paragraphs (a)(2)(i)
or (ii) of Item 304 of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) & (b) None.
(c) Exhibits
16 Acknowledgment Letter from Coopers &
Lybrand L.L.P. regarding its
dismissal as the Company's
independent public accountants.
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.
ATLANTIS PLASTICS, INC.
Dated: May 6, 1998 By:/s/Paul Rudovsky
Paul Rudovsky
Executive Vice President,
Finance and Administration
EXHIBIT 16
May 6, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Atlantis Plastics, Inc. (copy
attached), which we understand will be filed with the Commission,
pursuant to Item 4 of Form 8-K/A, as part of the Company's Form
8-K/A report dated May 6, 1998. We agree with the statements
concerning our Firm in such Form 8-K/A.
Very truly yours,
/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
