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) MAY 8, 1997
INDUSTRIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 76-0289495
(State of other jurisdiction 1-9580 (IRS Employer
of corporation) (Commission File Number) Identification No.)
7135 ARDMORE HOUSTON, TEXAS 77054
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code(713) 747-1025
(Former name or former address, if changed since last report.)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
(a) Previous Independent Accountants
(i) On May 8, 1997, Price Waterhouse LLP declined to stand for
re-election as the independent accountants for Industrial Holdings,
Inc.
(ii) The reports of Price Waterhouse 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) In connection with its audits for the two most recent
fiscal years and through May 8, 1997, there have been no disagreements
with Price Waterhouse LLP on any matter of accounting principles and
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 financial statements for such years.
(iv) During the two most recent fiscal years and through May 8,
1997, there have been no reportable events (as defined in Regulation
S-K Item 304(a)(1)(v)).
(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 May
13, 1997, is filed as Exhibit 16 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
a. FINANCIAL STATEMENTS
Not Applicable.
b. PRO FORMA FINANCIAL INFORMATION
Not Applicable.
c. EXHIBITS
16.1 Letter re: Change in Certifying Accountant
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed in its behalf by the
undersigned hereunto duly authorized.
INDUSTRIAL HOLDINGS, INC.
By: S/CHRISTINE A. SMITH
CHIEF FINANCIAL OFFICER
Date: May 14, 1997
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EXHIBIT INDEX
EXHIBIT NUMBER AND DESCRIPTION PAGE
16.1 Letter re: Change in Certifying Accountant Ex-1
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EXHIBIT 16.1
May 14, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 30549
Ladies and Gentlemen:
INDUSTRIAL HOLDINGS, INC.
We have read Item 4 of Industrial Holdings, Inc.'s Form 8-K dated May
14, 1997 and are in agreement with the statements contained in paragraph 4(a)
therein.
Yours very truly,
Price Waterhouse LLP
Ex-1
