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)
                               September 17, 1996


                           COUNTRY WORLD CASINOS, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                     Nevada
                  --------------------------------------------
                 (State or other jurisdiction of incorporation)


       0-22450                                           13-3140389
- ------------------------                      ---------------------------------
(Commission File Number)                      (IRS Employer Identification No.)


4155 East Jewell Avenue, Suite 1000, Denver, Colorado      80222
- ---------------------------------------------------------------------
    (Address of principal executive offices)            (Zip Code)




Registrant's telephone number, including area code  (303) 639-5001
                                                    --------------







<PAGE>

                           COUNTRY WORLD CASINOS, INC.

                    INFORMATION TO BE INCLUDED IN THE REPORT

Item 4.  Changes in Registrant's Certifying Accountant
         ----------------------------------------------

     On September 17, 1996,  Country World Casinos,  Inc.,  the Registrant  (the
"Company")   retained  Moore  Stephens,   P.C.  as  its  principal   independent
accountant,  which firm replaced  Ehrhardt Keefe Steiner & Hottman P.C. Ehrhardt
Keefe Steiner & Hottman P.C. was previously engaged as the principal  accountant
to audit the Company's  financial  statements  for the Company's two most recent
fiscal years.

     The  Report of  Ehrhardt  Keefe  Steiner & Hottman  P.C.  on the  financial
statements  of the  Company  for either of the past two years did not contain an
adverse opinion or disclaimer of opinion, nor was it modified as to uncertainty,
audit scope or  accounting  principles,  with the  exception of the  uncertainty
regarding the Company's ability to continue as a going concern. The Company does
not believe that there were any  disagreements  with  Ehrhardt  Keefe  Steiner &
Hottman P.C. on any matter of  accounting  principles  or  practices,  financial
statement disclosure, or auditing scope or procedure,  during the past which, if
not resolved to Ehrhardt Keefe Steiner & Hottman P.C.'s satisfaction, would have
caused  it to make  reference  to the  subject  matter  of the  disagreement  in
connection with its Report.

     The Company has requested  Ehrhardt Keefe Steiner & Hottman P.C. to furnish
a  letter  addressed  to the  Commission  stating  whether  it  agrees  with the
statements  made by the Company,  and, if not,  stating the respects in which it
does not agree.  A letter from Ehrhardt Keefe Steiner & Hottman P.C. is included
as Exhibit 16 to this Report,  stating its agreement with the statements made by
the Company in this Report.

     The Company has requested  Moore  Stephens,  P.C. to review the  disclosure
provided in this Report before it is filed with the  Commission and has provided
Moore  Stephens,  P.C.  the  opportunity  to furnish the  Company  with a letter
addressed to the Commission containing any new information, clarification of the
Company's  expression  of its views,  or the respects in which it does not agree
with the statements made in this Report.  Moore Stephens,  P.C. has informed the
Company that it has reviewed  these  disclosures  and does not intend to furnish
the Company with a letter.

Item 7.   Financial Statements and Exhibits.
          ----------------------------------

         (c)  Exhibits.

              16.  Letter from Ehrhardt Keefe Steiner & Hottman P.C.



                                      - 2 -

<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.

                                           COUNTRY WORLD CASINOS, INC.


Dated:  September 23, 1996                  By:  /S/  ROGER D. LECLERC
                                                 -------------------------------
                                                 Roger D. Leclerc, President






                                      - 3 -
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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)
                               September 17, 1996

                           COUNTRY WORLD CASINOS, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                     Nevada
                  --------------------------------------------
                 (State or other jurisdiction of incorporation)

       0-22450                                           13-3140389
- ------------------------                      ---------------------------------
(Commission File Number)                      (IRS Employer Identification No.)

4155 East Jewell Avenue, Suite 1000, Denver, Colorado      80222
- ---------------------------------------------------------------------
    (Address of principal executive offices)            (Zip Code)

Registrant's telephone number, including area code  (303) 639-5001
                                                    --------------
COUNTRY WORLD CASINOS, INC.

                    INFORMATION TO BE INCLUDED IN THE REPORT

Item 4.  Changes in Registrant's Certifying Accountant
         ----------------------------------------------

     On September 17, 1996,  Country World Casinos,  Inc.,  the Registrant  (the
"Company")   retained  Moore  Stephens,   P.C.  as  its  principal   independent
accountant,  which firm replaced  Ehrhardt Keefe Steiner & Hottman P.C. Ehrhardt
Keefe Steiner & Hottman P.C. was previously engaged as the principal  accountant
to audit the Company's  financial  statements  for the Company's two most recent
fiscal years.

     The  Report of  Ehrhardt  Keefe  Steiner & Hottman  P.C.  on the  financial
statements  of the  Company  for either of the past two years did not contain an
adverse opinion or disclaimer of opinion, nor was it modified as to uncertainty,
audit scope or  accounting  principles,  with the  exception of the  uncertainty
regarding the Company's ability to continue as a going concern. The Company does
not believe that there were any  disagreements  with  Ehrhardt  Keefe  Steiner &
Hottman P.C. on any matter of  accounting  principles  or  practices,  financial
statement disclosure, or auditing scope or procedure,  during the past which, if
not resolved to Ehrhardt Keefe Steiner & Hottman P.C.'s satisfaction, would have
caused  it to make  reference  to the  subject  matter  of the  disagreement  in
connection with its Report.

     The Company has requested  Ehrhardt Keefe Steiner & Hottman P.C. to furnish
a  letter  addressed  to the  Commission  stating  whether  it  agrees  with the
statements  made by the Company,  and, if not,  stating the respects in which it
does not agree.  A letter from Ehrhardt Keefe Steiner & Hottman P.C. is included
as Exhibit 16 to this Report,  stating its agreement with the statements made by
the Company in this Report.

     The Company has requested  Moore  Stephens,  P.C. to review the  disclosure
provided in this Report before it is filed with the  Commission and has provided
Moore  Stephens,  P.C.  the  opportunity  to furnish the  Company  with a letter
addressed to the Commission containing any new information, clarification of the
Company's  expression  of its views,  or the respects in which it does not agree
with the statements made in this Report.  Moore Stephens,  P.C. has informed the
Company that it has reviewed  these  disclosures  and does not intend to furnish
the Company with a letter.

Item 7.   Financial Statements and Exhibits.
          ----------------------------------

         (c)  Exhibits.

              16.  Letter from Ehrhardt Keefe Steiner & Hottman P.C.

                                      - 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 thereunto duly authorized.

                                           COUNTRY WORLD CASINOS, INC.

Dated:  September 23, 1996                  By:  /S/  ROGER D. LECLERC
                                                 -------------------------------
                                                 Roger D. Leclerc, President

                                      - 3 -