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 (Earliest Event Reported): February 29, 1996
Exact name of Registrant
as specified in its charter: Entree Corporation
State or Other Jurisdiction of Incorporation: Delaware
Commission File Number: 0-16226
I.R.S. Employer Identification Number: 39-1566009
Address of Principal Executive Office: 8200 West Brown Deer Road
Suite 200
Milwaukee, WI 53223
Registrant's Telephone Number, Including Area Code: (414) 355-0037
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent accountants
(i) On February 29, 1996, Entree Corporation dismissed Ernst &
Young LLP as its independent accountants.
(ii) The reports of Ernst & Young LLP on the financial statements
for the past two fiscal years contained no adverse opinion
or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principle.
(iii) The Registrant's Board of Directors approved the decision to
change independent accountants.
(iv) In connection with its audits for the two most recent fiscal
years and through February 29, 1996, there have been no
disagreements with Ernst & Young LLP 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 Ernst
& Young LLP would have caused them to make reference thereto
in their report on the financial statements for such years.
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(v) During the two most recent fiscal years and through February
29, 1996, there have been no reportable events (as defined
in Regulation S-K Item 304(a)(1)(v)).
The Registrant has requested that Ernst & Young LLP furnish
it with a letter as promptly as possible addressed to the
SEC stating whether or not it agrees with the above
statements. A copy of such letter will be filed by
amendment to this Form 8-K within two business days of
receipt.
(b) New independent accountants
(i) The Registrant engaged Price Waterhouse LLP as its new
independent accountants as of February 29, 1996. During the
two most recent fiscal years and through February 29, 1996,
the Registrant (or someone on its behalf) has not consulted
with Price Waterhouse LLP on items which (1) concerned the application
of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that
might be rendered on the Registrant's financial statements
or (2) concerned the subject matter of a disagreement or
reportable event with the former auditor, (as described in
Regulation S-K Item 304(a) (2)).
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.
ENTREE CORPORATION
(Registrant)
Date: March 7, 1996 /s/ R. Scott Miswald
Secretary and Treasurer
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