OPPORTUNITY MANAGEMENT CO INC
8-K, 1999-02-05
REAL ESTATE INVESTMENT TRUSTS
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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): January 1, 1999



                  OPPORTUNITY MANAGEMENT COMPANY, INC.
         (Exact name of registrant as specified in its charter)

        Washington                   33-68700-S             91-1427776
(State or other jurisdiction        (Commission             (IRS Employer
      of incorporation)             File Number)         Identification No.)

                        12904 East Nora, Suite A
                       Spokane, Washington 99216 
                (Address of principal executive offices)

   Registrant's telephone number, including area code: (509) 928-6545

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Item 4.  Changes in Registrant's Certifying Accountant.

Effective January 1, 1999, McFarland & Alton, P.S., the registrant's
independent certified public accountant, merged its practice with Moss Adams
LLP.  Consequently, the independent certified public accountants for future
Exchange Act filings by the registrant will be Moss Adams LLP.

McFarland & Alton, P.S. audited the registrant's financial statements as of
December 31, 1997, and for the year then ended, and rendered its unqualified
opinion thereon.  There have been no disagreements between the registrant and
McFarland & Alton, P.S. up to the date of this report.  The registrant did not
consult with Moss Adams LLP prior to the effective date of the merger.

Item 7.  Financial Statements and Exhibits.

No financial statements are required to be included as part of this report.



                                SIGNATURES

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

OPPORTUNITY MANAGEMENT COMPANY, INC.


By:  /s/ H. E. Brazington                       
    _______________________________

    H. E. Brazington, its President

Dated: February 5, 1999



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