SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of The Securities
Act of 1934
Date of Report (date of earliest event reported): August 11, 1997
Mallon Resources Corporation
(exact name of registrant as specified in its charter)
Colorado 0-17267 84-1095959
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
999 18th Street, Suite 1700, Denver, Colorado 80202
(address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (303) 293-2333
not applicable
(former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountants
(a) Previous independent accountants
(i) On August 11, 1997, the Company dismissed Price Waterhouse
LLP as its independent accountants.
(ii) The reports of Price Waterhouse LLP on the consolidated
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 Audit Committee participated in and
approved the decision to change independent accountants.
(iv) In connection with its audits for the two most recent
fiscal years and through August 11, 1997, there have been no
disagreements with Price Waterhouse 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 Price Waterhouse LLP would
have caused them to make reference thereto in their report on the
consolidated financial statements for such years.
(v) The registrant has requested that Price Waterhouse LLP
furnish it with a letter addressed to the SEC stating whether or
not it agrees with the above statements. A copy of such letter,
dated August 15, 1997, is filed as Exhibit 16 to this Form 8-K.
(b) New independent accountants
(i) The registrant engaged Arthur Andersen LLP as its new
independent accountants as of August 11, 1997.
Item 7. Financial Statements and Exhibits
(c) Letter regarding change in certifying accountants Exhibit 16
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.
Mallon Resources Corporation
August 15, 1997 ___/s/ Roy K. Ross____________________
Roy K. Ross, Executive Vice President
August 15, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
Mallon Resources Corporation
----------------------------
We have read item 4 of Mallon Resources Corporation's Form 8-K
dated August 15, 1997 and are in agreement with the statements
contained in paragraph 4(a) therein.
Yours very truly,
/s/ Price Waterhouse LLP
