UNITED STATES
                  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) July 25, 1996     
                                                     -------------

                            NEW CF&I, INC.


State of Delaware                  0-20781             93-1086900      
- --------------------------------------------------------------------
(State or other jurisdiction of  (Commission        (IRS Employer 
incorporation or organization)     File No.)     Identification No.)


1000 SW Broadway, PO Box 5368, Portland, Oregon            97205
- ----------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)


                            (503) 223-9228   
- ---------------------------------------------------------------------- 
        (Registrant's telephone number, including area code)


                         Not Applicable     
- ----------------------------------------------------------------------
(Former name and former address and former fiscal year, if changed
since last report)






<PAGE>
ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

New Independent Accountants

New CF&I, Inc. engaged Price Waterhouse L.L.P. as its new independent
accountants as of July 25, 1996.  During the two most recent fiscal
years and through the date hereof, New CF&I, Inc. has not consulted
with Price Waterhouse L.L.P. 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)).



                            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.

Dated:   August 1, 1996
         --------------

                         NEW CF&I, INC.



                         By  /s/ L. Ray Adams
                            -------------------------------------      
                             L. Ray Adams
                             Vice President of Finance and Chief       
                             Financial Officer
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UNITED STATES
                  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) July 25, 1996     
                                                     -------------

                            NEW CF&I, INC.

State of Delaware                  0-20781             93-1086900      
- --------------------------------------------------------------------
(State or other jurisdiction of  (Commission        (IRS Employer 
incorporation or organization)     File No.)     Identification No.)

1000 SW Broadway, PO Box 5368, Portland, Oregon            97205
- ----------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)

                            (503) 223-9228   
- ---------------------------------------------------------------------- 
        (Registrant's telephone number, including area code)

                         Not Applicable     
- ----------------------------------------------------------------------
(Former name and former address and former fiscal year, if changed
since last report)
ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

New Independent Accountants

New CF&I, Inc. engaged Price Waterhouse L.L.P. as its new independent
accountants as of July 25, 1996.  During the two most recent fiscal
years and through the date hereof, New CF&I, Inc. has not consulted
with Price Waterhouse L.L.P. 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)).

                            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.

Dated:   August 1, 1996
         --------------

                         NEW CF&I, INC.

                         By  /s/ L. Ray Adams
                            -------------------------------------      
                             L. Ray Adams
                             Vice President of Finance and Chief       
                             Financial Officer