ENERGY CONSERVATION INTERNATIONAL INC
8-K/A, 1997-02-25
CATALOG & MAIL-ORDER HOUSES
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                        UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                    Washington D.C. 20549
                              
                              
                         FORM 8-K/A
                              
                       CURRENT REPORT
                              
 Pursuant to Section 13 or 15(d) of The Securities Exchange
                         Act of 1934
                              
                              
  Date of Report (Date of earliest event reported) February
                 25, 1997, January 31, 1997
                              
                              
           ENERGY CONSERVATION INTERNATIONAL, INC.
   (Exact name of registrant as specified in its charter)
                              
    Florida                       33-76634               59-3223766
(State of Incorporation)   (Commission file No.)    (IRS Employer ID No.)
                              
                      503 Barnes Drive
                   Brandon, Florida 33511
     (Address & zip code of principal executive offices)
                              
                       (813)-662-9330
         (Registrant's phone no. include area code)
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
ITEM 4.  Changes in Registrants Accounting Firms

      On  January  31, 1997 the Company (Energy Conservation
International,  Inc. received a letter,  dated  January  27,
1997, from Durland & Company (the Company's Auditor) stating
they  had  resigned as auditors of the Company due  to  non-
payment  of  fees.   There is a dispute  as  to  the  amount
claimed to be owed by the accountant.

      The  principal accountant's (Durland & Company) report
on  the  financial statements for the past  two  years  were
unqualified.

      There were no disagreements with the former accountant
on   any  matter  of  accounting  principles  or  practices,
financial  statement  disclosure,  or  auditing   scope   or
procedure.

                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                           Page 1
                              
                              
Item 7 - Exhibit 16 - Letter on Change in Certifying Accountant

 Letter from Durland & Company to US Securities and Exchange
                         Commission
              in Response to 8-K filed 2/11/97


February 17, 1997

Mr. Michael H. Sutton
Chief Accountant
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549

                    Re:  Energy Conservation International,Inc.
                         SEC File No.: 33-76634
                         Form 8-K; Filed 2/11/97

Dear Mr. Sutton:

We  have reviewed the above referenced filing and agree  the
we  resigned  as the independent auditors of the registrant.
Said  filing is incorrect as to any dispute over the  amount
of our fees.  We have in fact, not received any contact from
the Company since August 29, 1996, when such fees became due
and payable.

We  agree  that  our  reports  on  the  Company's  financial
statements for the past two years were unqualified.

We  agree that historically there were no disagreements with
the  Company  on  any  matter of  accounting  principles  or
practices, financial statement disclosure or auditing  scope
or  procedure. We, however, have made the determination that
we  are  not comfortable working with the current management
of the Company, and it was primarily this determination that
has caused our resignation.


Sincerely,
/s/ Durland + Company, CPAs, P.A.
Durland & Company, CPAs, P.A.

Palm Beach, Florida

cc. Energy Conservation International, Inc.

                              
                           Page 2
                              
                         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  hereunto  duly
authorized.

                     ENERGY CONSERVATION INTERNATIONAL, INC.
                                                            
DATED: February 25, 1997


         BY: /s/ Jose A. Alvarez, CPA_______________________
                                        Jose A. Alvarez, CPA
 President, Chief Executive Officer, Chief Financial Officer



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