3CI COMPLETE COMPLIANCE CORP
8-K/A, 1996-10-07
HAZARDOUS WASTE MANAGEMENT
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 8-K/A
                                ADMENDMENT NO. 1

                                 CURRENT REPORT

Filed Pursuant to Section 13 or 15(d) of the Securities Act of 1934

Date of Report (Date of earliest event reported) September 13, 1996

                     3CI COMPLETE COMPLIANCE CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

Delaware                             33-45632             76-0351992
- -------------------------------------------------------------------------------
(State or other jurisdiction         (Commission          (IRS Employer
of incorporation)                    File Number)         Identification No.)


910 Pierremont Suite 312, Shreveport, Louisiana,           71106
- ------------------------------------------------------------------------------
(Address of principal executive offices)                 (Zip code)

Registrant's telephone, including area code      (318) 869-0440

                                Not Applicable
- ------------------------------------------------------------------------------
        (Former name of former address, if changed since last report)
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Item 1.  Change in Control of Registrant.

         Not Applicable.

Item 2.  Acquisition or Disposition of Assets.

         Not Applicable.

Item 3.  Bankruptcy or Receivership.

         Not Applicable.

Item 4.  Changes in Registrant's Principal Certifying Accountants.

         Arthur Andersen LLP were the principal accountants for 3CI  
         Complete Compliance Corporation.  On September 13, 1996, that 
         firm resigned from its role as principal accountants.  The 
         Company is currently holding discussions to engage another firm 
         as soon as possible to conduct an audit of the Company's financial 
         statements for the fiscal year ended September 30, 1996.  The 
         decision to change accountants was not recommended by the board 
         of directors.

         In connection with the audits of the two fiscal years ended
         September 30, 1995 and the subsequent interim period through
         September 13, 1996, there were no disagreements with Arthur
         Andersen LLP on any matter of accounting principles or practices,
         financial disclosure, or auditing scope or procedures, which
         disagreements if not resolved to their satisfaction would have
         caused them to make reference in connection with their opinion to
         the subject matter of the disagreement.

         The audit reports of Arthur Andersen LLP on the consolidated
         financial statements of 3CI Complete Compliance Corporation as of
         and for the years ended September 30, 1995 and 1994, did not
         contain any adverse opinion or disclaimer of opinion;  however,
         the 1995 opinion was modified with respect to: 1. an emphasis of
         a matter paragraph discussing certain operating and liquidity
         issues confronting the Company and 2. an explanatory paragraph
         describing an uncertainty with respect to the outcome of certain
         litigation filed against the Company.  The 1994 opinion was
         modified and included an emphasis of a matter paragraph discussing
         certain operating and liquidity issues confronting the Company.

Item 5.  Other Events.

         Not Applicable.
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Item 6.  Resignations of Registrant's Directors.

         Not Applicable.




Item 7.  Financial Statements and Exhibits.

         (a) Financial Statements.

             Not Applicable.

         (b) Pro Forma Financial Information.

             Not Applicable.

         (c) Exhibit Index.

             16.1  Letter from Arthur Andersen LLP to the Company
                   resigning as the Company's independent auditors.

             16.2  Letter from Arthur Andersen LLP to the Securities
                   and Exchange Commission stating that they have
                   reviewed Item 4 in the Form 8-K and are in
                   agreement.

Item 8.  Change in Fiscal Year.

         Not Applicable.
<PAGE>   4

                                  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.


                                        3CI COMPLETE COMPLIANCE CORPORATION
                                        -----------------------------------
                                                   (Registrant)

                                        By /s/ CURTIS W. CRANE
                                           --------------------------------
                                               Curtis W. Crane
                                               Chief Financial Officer

DATE:  September 25, 1996

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                                                                   EXHIBIT 16.1
                       [ARTHUR ANDERSEN LLP LETTERHEAD]


September 13, 1996

Mr. Curtis Crane
Chief Financial Officer
3CI Complete Compliance Corporation
910 Pierremont, Suite 312
Shreveport, Louisiana 71106


Dear Mr. Crane:

This is to confirm that the client-auditor relationship between 3CI Complete
Compliance Corporation (Commission File Number 1-11097) and Arthur Andersen LLP
has ceased.


Very truly yours,

/s/ Arthur Andersen LLP


cc:  Office of the Chief Accountant
     SECPS Letter File
     Securities and Exchange Commission
     Mail Stop 9-5
     450 Fifth Street, N.W.
     Washington D.C. 20549


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                                                                   EXHIBIT 16.2
                       [ARTHUR ANDERSEN LLP LETTERHEAD]


September 13, 1996


Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington D.C. 20549



We have read Item 4 included in the attached Form 8-K dated September 13, 1996,
of 3CI Complete Compliance Corporation filed (to be filed) with the Securities
and Exchange Commission and are in agreement with the statements contained
therein.


/s/ Arthur Andersen LLP

Houston, Texas
September 13, 1996




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