SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM 8-K/A
AMENDMENT NO. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 23, 1996
Model Imperial, Inc.
(Exact Name of Registrant as Specified in Charter)
Florida 0-24146 11-2401732
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification
No.)
1243 Clint Moore Road, Boca Raton, Florida 33487
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (407) 241-8244
(Former Name or Former Address; if Changed Since Last Report)
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits.
[CAPTION]
<TABLE>
<S> <C> <C>
Exhibit No. Description Sequential
Page Number
16.1 Letter dated April 23, 1996, *
from KPMG Peat Marwick LLP to
the Board of Directors of the
Registrant resigning from their
engagement as independent auditors
of the Registrant
16.2 Letter dated April 29, 1996, from *
KPMG Peat Marwick LLP regarding
concurrence or disagreement with
statements made in the Registrant's
Form 8-K
16.3 Letter dated May 17, 1996, from KPMG 4
Peat Marwick LLP regarding concurrence or
disagreement with statements made in
Amendment No. 1 to the Company's Form
8-K
</TABLE>
_________________________
* Previously filed as part of the Registrant's Current Report on
Form 8-K which was filed with the Securities and Exchange
Commission on April 30, 1996.
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.
May 22 , 1996 MODEL IMPERIAL, INC.
By:/s/ Harold M. Ickovics
Harold M. Ickovics,
Chairman of the Board,
President and Chief
Executive Officer
