<PAGE>
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 1, 1996
Tower Tech, Inc.
_______________________________________________________
(Exact name of registrant as specified in its charter)
Oklahoma 1-12556 73-1210013
(State of incorporation) (Commission (IRS Employer
File No.) Identification No.)
_______________________________________________________
Rural Route 3, Chickasha, Oklahoma 73023
(Address of principal executive offices)
_______________________________________________________
Registrant's telephone number, including area code:
405-222-2876
<PAGE>
FORM 8-K
Item 1. CHANGES 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 CERTIFYING
ACCOUNTANT.
(a) Previous independent accountants
(i) Effective July 1, 1996, Price Waterhouse
LLP sold its Oklahoma City practice to Coopers &
Lybrand LLP, and as a result had to resign as the
independent accountants of the Registrant.
(ii) The reports of Price Waterhouse LLP on
the Registrant's 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 July 1,
1996, there have been no disagreements with Price
Waterhouse LLP on any matter of accounting
principles or practices, financial statement
disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction
of Price Waterhouse LLP would have caused it to
make reference thereto in its report on the
financial statements for such years.
(iv) During the two most recent fiscal years
and through July 1, 1996, 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 July 5, 1996, is filed as Exhibit 16 to this
Form 8-K.
(b) New independent accountants
The Registrant engaged Coopers & Lybrand LLP as
its new independent accountants as of July 1,
1996. During the two most recent fiscal years and
through July 1, 1996, the Registrant has not
consulted with Coopers & Lybrand LLP regarding
either (1) the application of accounting
principles to a specified transaction, either
completed or proposed, or the type of audit
opinion that might be rendered on the Registrant's
financial statements, and either a written report
was provided to the Registrant or oral advice was
provided that Coopers & Lybrand LLP concluded was
an important factor considered by the Registrant
in reaching a decision as to the accounting,
auditing or financial reporting issue; or (2) any
matter that was either the subject of a
disagreement, as that term is defined in item
304(a)(1)(iv) of Regulation S-K and the related
instructions to Item 304 of Regulation S-K, or a
reportable event, as that term is defined in Item
304(a)(1)(v) of Regulation S-K.
Item 5. OTHER EVENTS.
Not applicable.
Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Proforma Financial Information.
Not applicable.
(b) Exhibits.
EXHIBIT NO. DESCRIPTION
16 Letter from Price
Waterhouse LLP
Item 8. CHANGE IN FISCAL YEAR.
Not applicable.
<PAGE>
SIGNATURES
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 hereto duly authorized.
Date: July 5, 1996 TOWER TECH, INC.
By ss/HAROLD CURTIS
________________________
Harold Curtis, President
<PAGE>
Exhibit 16
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read Item 4 of Tower Tech, Inc.'s Form 8-K
dated July 5, 1996 and are in agreement with the
statements contained in paragraph 4(a) therein.
Yours very truly,
PRICE WATERHOUSE LLP
_____________________
