MORGAN FINANCIAL CORP
8-K/A, 1996-06-28
STATE COMMERCIAL BANKS
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                  FORM 8-K/A

                              AMENDMENT NO. 1 TO
                                CURRENT REPORT

                      Pursuant to Section 13 or 15(e) of
                      The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):     June 20, 1996     



                            MORGAN FINANCIAL CORP.                            
            (Exact name of registrant as specified in its charter)



      Colorado                          0-20764                84-121348   
(State or other jurisdiction       (SEC File Number)       (I.R.S. Employer
        of incorporation)                               Identification Number)



   205 West Kiowa Avenue, Fort Morgan, Colorado                    80701       
      (Address of principal executive offices)                    Zip Code



Registrant's telephone number, including area code:         (970) 867-2443    



                                Not Applicable                                
         (Former name or former address, if changed since last Report)


<PAGE>


                            MORGAN FINANCIAL CORP.

                     INFORMATION TO BE INCLUDED IN REPORT


Item 7. Financial Statements and Exhibits

        Exhibit 16 - Letter Re Change in Certifying Accountant


<PAGE>





                                  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.



                                          MORGAN FINANCIAL CORP.



Date: June 28, 1996                 By:   /s/ Michael M. Berryhill      
                                          MICHAEL M. BERRYHILL
                                          President and Chief Executive
                                             Officer

<PAGE>
     










                                   Exhibit 16


<PAGE>

                     [McGladrey & Pullen, LLP Letterhead]


Securities and Exchange Commission
Washington, DC  20549

     We were previously the independent  accountants for Morgan Financial Corp.,
and on July 28, 1995, we reported on the  consolidated  financial  statements of
Morgan  Financial Corp. and subsidiary as of June 30, 1994 and 1995 and for each
of the three years in the period ended June 30, 1995.  On June 20, 1996, we were
dismissed as  independent  accountants  of Morgan  Financial  Corp. We have read
Morgan Financial Corp.'s statements  included under Item 4 of its Form 8-K dated
June 24, 1996 and we agree with such statements.


                                          /s/ McGladrey & Pullen, LLP

                                          McGLADREY & PULLEN, LLP


Denver, Colorado
June 27, 1996



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