content: SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
  
  
                                     FORM 8-K
  
  
                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934
  
  
        Date of Report (Date of Earliest Event Reported):  October 4, 1996
  
  
                            AMERICA SERVICE GROUP INC.
              (Exact Name of Registrant as Specified in its Charter)
  
  
                                     DELAWARE
                  (State or Other Jurisdiction of Incorporation)
  
  
  
            0-19673                             51-0332317
     (Commission File No.)                   (I.R.S. Employer
                                            Identification No.)
  
             Two Penns Way, New Castle, Delaware  19720
              (Address of Principal Executive Offices)
  
  
  
  
                           (302) 322-8200
        (Registrant's Telephone Number, Including Area Code)
  
  <PAGE>
  
  Item 4.  Changes in Registrant's Certifying Accountants
  -------------------------------------------------------
  
  (a)    Previous independent accountants
  
  (i)    On October 4, 1996, America Service Group Inc. dismissed Price 
         Waterhouse LLP as its independent accountants.
  
  (ii)   The reports of Price Waterhouse LLP on the 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 principles.
  
  (iii)  The Registrant's Audit Committee participated in and approved the
         decision to change independent accountants.
  
  (iv)   In connection with audits for the two most recent fiscal years and 
         through October 4, 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 them to make reference thereto in their report on
         the financial statements for such years.
  
  (v)    During the two most recent fiscal years and through October 4, 1996, 
         there have been no reportable events (as defined in Regulation S-K Item
         304(a)(l)(v)).
  
  (vi)   The Registrant has requested Price Waterhouse LLP to 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 October 7, 1996 is 
         filed as Exhibit 16 to this Form 8-K.
  
  (b)    New independent accountants
  
  (i)    The Registrant engaged Ernst & Young LLP as its new independent 
         accountants as of October 4, 1996.  During the two most recent 
         fiscal years and through October 4, 1996, the Registrant has not 
         consulted with Ernst & Young LLP on items which (1) were or should have
         been subject to SAS 50 or (2) concerned the subject matter of a 
         disagreement or reportable event with the former auditor, (as described
         in Regulation S-K Item 304(a)(2)).
  
  ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits
  ---------------------------------------------------------------------------
  
  (a)  Financial Statements of Business Acquired.
       None
  
  (b)  Pro Forma Financial Information.
       None
  
  (c)  Exhibits
       16.   Letter re change in Certifying Accountants.
  
  <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, thereunto duly authorized.
  
  AMERICA SERVICE GROUP INC.
  
  
  
  /s/ SCOTT L. MERCY
  -------------------------------------
  By:  Scott L. Mercy
       President and Chief Executive
       Officer
  
  Dated:    October 8, 1996
  
  
  
  
  /s/MARGARET O. HARRISON
  -------------------------------------
  By:  Margaret O. Harrison
       Senior Vice President and
       Chief Financial Officer
  
  Dated:    October 8, 1996
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metadata_filer: {"company-data": {"conformed-name": "AMERICA SERVICE GROUP INC /DE", "cik": "0000877476", "assigned-sic": "8090", "irs-number": "510332317", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-19673", "film-number": "96641605"}, "business-address": {"street1": "TWO PENNS WAY STE 200", "city": "NEW CASTLE", "state": "DE", "zip": "19720", "phone": "3023328200"}}
text: SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
  
                                     FORM 8-K
  
                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934
  
        Date of Report (Date of Earliest Event Reported):  October 4, 1996
  
                            AMERICA SERVICE GROUP INC.
              (Exact Name of Registrant as Specified in its Charter)
  
                                     DELAWARE
                  (State or Other Jurisdiction of Incorporation)
  
            0-19673                             51-0332317
     (Commission File No.)                   (I.R.S. Employer
                                            Identification No.)
  
             Two Penns Way, New Castle, Delaware  19720
              (Address of Principal Executive Offices)
  
                           (302) 322-8200
        (Registrant's Telephone Number, Including Area Code)
  Item 4.  Changes in Registrant's Certifying Accountants
  -------------------------------------------------------
  
  (a)    Previous independent accountants
  
  (i)    On October 4, 1996, America Service Group Inc. dismissed Price 
         Waterhouse LLP as its independent accountants.
  
  (ii)   The reports of Price Waterhouse LLP on the 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 principles.
  
  (iii)  The Registrant's Audit Committee participated in and approved the
         decision to change independent accountants.
  
  (iv)   In connection with audits for the two most recent fiscal years and 
         through October 4, 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 them to make reference thereto in their report on
         the financial statements for such years.
  
  (v)    During the two most recent fiscal years and through October 4, 1996, 
         there have been no reportable events (as defined in Regulation S-K Item
         304(a)(l)(v)).
  
  (vi)   The Registrant has requested Price Waterhouse LLP to 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 October 7, 1996 is 
         filed as Exhibit 16 to this Form 8-K.
  
  (b)    New independent accountants
  
  (i)    The Registrant engaged Ernst & Young LLP as its new independent 
         accountants as of October 4, 1996.  During the two most recent 
         fiscal years and through October 4, 1996, the Registrant has not 
         consulted with Ernst & Young LLP on items which (1) were or should have
         been subject to SAS 50 or (2) concerned the subject matter of a 
         disagreement or reportable event with the former auditor, (as described
         in Regulation S-K Item 304(a)(2)).
  
  ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits
  ---------------------------------------------------------------------------
  
  (a)  Financial Statements of Business Acquired.
       None
  
  (b)  Pro Forma Financial Information.
       None
  
  (c)  Exhibits
       16.   Letter re change in Certifying Accountants.
  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, thereunto duly authorized.
  
  AMERICA SERVICE GROUP INC.
  
  /s/ SCOTT L. MERCY
  -------------------------------------
  By:  Scott L. Mercy
       President and Chief Executive
       Officer
  
  Dated:    October 8, 1996
  
  /s/MARGARET O. HARRISON
  -------------------------------------
  By:  Margaret O. Harrison
       Senior Vice President and
       Chief Financial Officer
  
  Dated:    October 8, 1996