GALLERY RODEO INTERNATIONAL
8-K, 1996-08-28
RETAIL STORES, NEC
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                       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 (Date of earliest event reported):      August 22, 1996
                                                  ------------------------------


                        Gallery Rodeo International, Inc.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)



California                              0-19644                  33-0300193
- --------------------------------------------------------------------------------
(State or Other Jurisdiction           (Commission             (IRS Employer
    of Incorporation)                  File Number)          Identification No.)


Holly Sugar Building, Suite 330, 
2 N. Cascade Avenue, Colorado Springs, CO                              80903
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                             (Zip Code)


Registrant's telephone number, including Area Code:        (719) 520-1800
                                                   -----------------------------


- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



                                      - 1 -

<PAGE>



ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         On August 22, 1996, Registrant notified its independent auditors, Grant
Thornton,  LLP, of its  intention  to change  independent  auditors for the year
ending  December 31, 1996. The  Registrant's  decision to change its independent
auditors was approved by the Board of Directors on August 15, 1996.

         The independent  auditor's  report for the fiscal years ending December
31,  1994 and 1995  contain  no  adverse  opinion,  disclaimer  of  opinion,  or
qualifications as to uncertainty,  audit scope or accounting principles.  During
the Registrant's two most recent fiscal years and any subsequent interim periods
there were no  disagreements  between the Registrant and Grant Thornton,  LLP on
any  matter  of  accounting   principles  or  practices,   financial   statement
disclosure, or auditing scope or procedure.

         The  Registrant  believes that the change of independent  auditors,  in
view of new current  management  and relocation of the  Corporation's  executive
offices  from  California  to  Colorado,   will   ultimately   result  in  lower
expenditures for their auditing and accounting needs.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (a)      Financial Statements of Business Acquired.

           None.

         (b)      Pro Forma Financial Information.

           None.

         (c)      Exhibits.

EXHIBIT NO. 16.1 Letter re change in Certifying Accountant*


*To be filed by amendment

                                      - 2 -

<PAGE>



                                    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 hereunto duly authorized.

Date:    August 27, 1996                     GALLERY RODEO INTERNATIONAL


                                             By: /s/ J. Royce Renfrow
                                                --------------------------------
                                                  J. Royce Renfrow
                                                  General Counsel and
                                                  Corporate Secretary



                                      - 3 -

<PAGE>


                                  EXHIBIT INDEX

Exhibit No.            Description                                      Page No.
- --------------------------------------------------------------------------------

EXHIBIT NO. 16.1 Letter re change in Certifying Accountant  [Exhibit to be filed
                                                               by amendment.]

                                      - 4 -



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