LEATHER FACTORY INC
8-K, 1998-07-24
LEATHER & LEATHER PRODUCTS
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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): July 20, 1998



                            THE LEATHER FACTORY, INC.
             (Exact name of registrant as specified in its charter)



         Delaware                     1-12368                    75-2543540
(State or other jurisdiction   (Commission File Number)         (IRS Employer
      of incorporation)                                      Identification No.)





                            3847 East Loop 820 South
                             Fort Worth, Texas 76119
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (817) 496-4414




<PAGE>


Item 4.  Changes in Registrant's Certifying Accountant

     Effective July 20, 1998,  the Board of Directors of the Company,  acting on
the  recommendation  of the Audit  Committee,  approved the engagement of Hein +
Associates  LLP ("Hein") as the  Company's  independent  auditors for the fiscal
year ending  December  31,  1998.  Hein  replaces  the firm of Ernst & Young LLP
("E&Y"),  who  declined to  re-propose  as  auditors  of the Company  during the
competitive biding process.

     The reports of E&Y on the Company's  financial  statements for the past two
fiscal years did not contain an adverse  opinion or a disclaimer  of opinion and
were not  qualified or modified as to  uncertainty,  audit scope,  or accounting
principles.

     In connection  with the audits of the Company's  financial  statements  for
each of the two fiscal  years ended  December 31,  1997,  and in the  subsequent
interim  period,  there  were  no  disagreements  with  E&Y  on any  matters  of
accounting principles or practices,  financial statement disclosure, or auditing
scope and procedures  which,  if not resolved to the  satisfaction of E&Y, would
have caused E&Y to make reference to the matter in their reports.

     No  consultations  occurred  between  the  Company  and Hein during the two
fiscal years and any interim period  preceding the appointment of Hein regarding
the application of accounting  principles,  the type of audit opinion that might
be  rendered  or other  information  considered  by the  Company  in  reaching a
decision as to any accounting, auditing or financial reporting issue.

     The  Company  has  requested  E&Y to furnish it a letter  addressed  to the
United States Securities and Exchange  Commission stating whether it agrees with
the  disclosures  made herein.  A copy of that letter,  dated July 25, 1998,  is
filed as Exhibit 16.1 to this Current Report on Form 8-K.



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<PAGE>


Item 7.  Financial Statements and Exhibits

      (a) Financial Statements

          None

      (b) Pro Forma Financial Information

          None

      (c) Exhibits

          A list of exhibits  required to be filed as part of this report is set
forth in the Exhibit Index,  which  immediately  precedes such exhibits,  and is
incorporated herein by reference.






                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Company  has  duly  caused  this  report  to be  signed  on  its  behalf  by the
undersigned hereunto duly authorized.

                                         THE LEATHER FACTORY, INC.
                                                (Registrant)

Date:  July 25, 1998                     BY:    /s/ Anthony C. Morton
                                              ------------------------
                                         Anthony C. Morton
                                         Chief Financial Officer & Treasurer
                                         -----------------------------------









                                       3




<PAGE>


                   THE LEATHER FACTORY, INC. AND SUBSIDIARIES
                                  EXHIBIT INDEX


      Exhibit
      Number                          Description
      -------                         -----------

       *16.1        Letter  addressed to the Securities and Exchange  Commission
                    dated July 25, 1998,  from the  Company's  former  auditors,
                    Ernst & Young  LLP,  relative  to their  agreement  with the
                    statements  made in Item 4 of this  Current  Report  on Form
                    8-K.
   ------------
*Filed herewith.










                                       4



<PAGE>



















                                  EXHIBIT 16.1







                                       5



<PAGE>


EXHIBIT 1 TO FORM 8-K


July 25, 1998

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Gentlemen:

We have read Item 4 of Form 8-K dated July 25,  1998,  of The  Leather  Factory,
Inc. and are in agreement with the statements  contained in the second and third
paragraphs  included  therein.  We have no basis to agree or disagree with other
statements of the registrant contained therein.




                                                           /s/ Ernst & Young LLP
















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