SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.





                                    FORM 8-K
                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


Date of Report  (Date of earliest event reported): December 21, 1998;
( December 19, 1998)


                           GREAT NORTHERN GAS COMPANY
              ----------------------------------------------------
             (Exact Name of Registrant as specified in its charter)


    Colorado                        0-9675                     38-1900351
---------------                   ------------                ------------
(State or other                   (Commission                 (IRS Employer
jurisdiction of                    file number)                I. D. Number)
incorporation)


621 Seventeenth Street, Suite 2150                      80293
Denver, Colorado                                     (Zip Code)
(Address of principal executive offices)


       Registrant's Telephone Number, including area code: (303) 295-0938

<PAGE>




Item 4.  Changes in Registrant's Certifying Accountant.

     On December 19, 1998,  the  Registrant  dismissed  Arthur  Andersen LLP and
hired  Causey  Demgen & Moore Inc.  None of the  accountant's  reports of Arthur
Andersen LLP on the financial statements of the Registrant contained any adverse
opinion or disclaimer  of opinion,  or were  modified as to  uncertainty,  audit
scope or accounting principles.  The decision to change accountants was approved
by  the  Board  of  Directors  of  Registrant  and  was  based  solely  on  cost
considerations.  At the time the Registrant changed  accountants,  there were no
disagreements with Arthur Andersen LLP whether or not resolved, on any matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure which, if not resolved to the satisfaction of Arthur Andersen
LLP,  would have caused  Arthur  Andersen  LLP to make  reference to the subject
matter of the disagreements in connection with any of its reports.



Item 7.  Financial Statements and Exhibits.

         (a)   Financial Statements:  None

         (b)   Pro forma financial information:  None

         (c) Exhibits: Exhibit 16 re: Change in certifying accountant




                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  as  amended,  the  Registrant  has caused this report to be signed on its
behalf by the undersigned duly authorized officer.

                           GREAT NORTHERN GAS COMPANY
                                  (Registrant)


                           By: /S/ Thomas L. DiGrappa
                               -----------------------
                               Thomas L. DiGrappa
                               President
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 2910}]
{"company-data": {"conformed-name": "GREAT NORTHERN GAS CO", "cik": "0000352684", "assigned-sic": "1311", "irs-number": "381900351", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-13304", "film-number": "98776867"}, "business-address": {"street1": "621 17TH ST STE 2150", "city": "DENVER", "state": "CO", "zip": "80293", "phone": "3032950938"}, "mail-address": {"street1": "621 17TH ST", "street2": "STE 2150", "city": "DENVER", "state": "CO", "zip": "80293"}, "former-company": {"former-conformed-name": "PETROTECH INC", "date-changed": "19891017"}}
SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                    FORM 8-K
                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

Date of Report  (Date of earliest event reported): December 21, 1998;
( December 19, 1998)

                           GREAT NORTHERN GAS COMPANY
              ----------------------------------------------------
             (Exact Name of Registrant as specified in its charter)

    Colorado                        0-9675                     38-1900351
---------------                   ------------                ------------
(State or other                   (Commission                 (IRS Employer
jurisdiction of                    file number)                I. D. Number)
incorporation)

621 Seventeenth Street, Suite 2150                      80293
Denver, Colorado                                     (Zip Code)
(Address of principal executive offices)

       Registrant's Telephone Number, including area code: (303) 295-0938
Item 4.  Changes in Registrant's Certifying Accountant.

     On December 19, 1998,  the  Registrant  dismissed  Arthur  Andersen LLP and
hired  Causey  Demgen & Moore Inc.  None of the  accountant's  reports of Arthur
Andersen LLP on the financial statements of the Registrant contained any adverse
opinion or disclaimer  of opinion,  or were  modified as to  uncertainty,  audit
scope or accounting principles.  The decision to change accountants was approved
by  the  Board  of  Directors  of  Registrant  and  was  based  solely  on  cost
considerations.  At the time the Registrant changed  accountants,  there were no
disagreements with Arthur Andersen LLP whether or not resolved, on any matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure which, if not resolved to the satisfaction of Arthur Andersen
LLP,  would have caused  Arthur  Andersen  LLP to make  reference to the subject
matter of the disagreements in connection with any of its reports.

Item 7.  Financial Statements and Exhibits.

         (a)   Financial Statements:  None

         (b)   Pro forma financial information:  None

         (c) Exhibits: Exhibit 16 re: Change in certifying accountant

                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  as  amended,  the  Registrant  has caused this report to be signed on its
behalf by the undersigned duly authorized officer.

                           GREAT NORTHERN GAS COMPANY
                                  (Registrant)

                           By: /S/ Thomas L. DiGrappa
                               -----------------------
                               Thomas L. DiGrappa
                               President