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: March 19, 1997

                           QUEEN SAND RESOURCES, INC.
               (Exact name of registrant as specified in charter)

  Delaware                          0-21179                      75-2615565
Jurisdiction of                  Commission File              I.R.S. Employer
Incorporation                       Number                    Identification
                                                                   Number

             3500 Oak Lawn, Suite 380, LB#31, Dallas, TX 75219-4398
                    (Address of principal executive offices)

                  Registrant's telephone number: (214) 521-9959

Item 4. Changes in Registrant's Certifying Accountant.

     On March 13, 1997, the Registrant  dismissed KPMG Peat Marwick LLP ("KPMG")
as its certifying  accountant  and on March 13, 1997,  the  Registrant  retained
Ernst & Young LLP ("E&Y") as its certifying accountant.

     KPMG's reports on the Registrant's  consolidated  financial  statements for
the fiscal years ended June 30, 1996 and 1995 did not contain an adverse opinion
or disclaimer of opinion, nor were they modified as to uncertainty,  audit scope
or accounting principles.

     The  decision  to engage  E&Y as set forth  above and to  dismiss  KPMG was
approved by the Board of Directors of the Registrant.

     In connection with the audits of the consolidated  financial  statements of
the  Registrant  for the fiscal year ended June 30, 1996 and for the period from
August  9, 1994  (inception)  through  June 30,  1995,  and  during  the  period
commencing July 1, 1996 through March 12, 1997, there were no disagreements with
KPMG on any matter of accounting  principles or practices,  financial  statement
disclosure,  or  auditing  scope  or  procedures,  which  disagreements,  if not
resolved to the  satisfaction of KPMG,  would have caused them to make reference
to the subject matter of the disagreement in connection with their report.

Item 7. Financial Statements and Exhibits.

Exhibits

16.  Letter on Change in Certifying Accountant




<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 hereunto duly authorized.


                                            QUEEN SAND RESOURCES, INC.


                                             By: /s/Edward J. Munden
                                             -----------------------
                                             Edward J. Munden,
                                             President

Dated: March 19, 1997
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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: March 19, 1997

                           QUEEN SAND RESOURCES, INC.
               (Exact name of registrant as specified in charter)

  Delaware                          0-21179                      75-2615565
Jurisdiction of                  Commission File              I.R.S. Employer
Incorporation                       Number                    Identification
                                                                   Number

             3500 Oak Lawn, Suite 380, LB#31, Dallas, TX 75219-4398
                    (Address of principal executive offices)

                  Registrant's telephone number: (214) 521-9959

Item 4. Changes in Registrant's Certifying Accountant.

     On March 13, 1997, the Registrant  dismissed KPMG Peat Marwick LLP ("KPMG")
as its certifying  accountant  and on March 13, 1997,  the  Registrant  retained
Ernst & Young LLP ("E&Y") as its certifying accountant.

     KPMG's reports on the Registrant's  consolidated  financial  statements for
the fiscal years ended June 30, 1996 and 1995 did not contain an adverse opinion
or disclaimer of opinion, nor were they modified as to uncertainty,  audit scope
or accounting principles.

     The  decision  to engage  E&Y as set forth  above and to  dismiss  KPMG was
approved by the Board of Directors of the Registrant.

     In connection with the audits of the consolidated  financial  statements of
the  Registrant  for the fiscal year ended June 30, 1996 and for the period from
August  9, 1994  (inception)  through  June 30,  1995,  and  during  the  period
commencing July 1, 1996 through March 12, 1997, there were no disagreements with
KPMG on any matter of accounting  principles or practices,  financial  statement
disclosure,  or  auditing  scope  or  procedures,  which  disagreements,  if not
resolved to the  satisfaction of KPMG,  would have caused them to make reference
to the subject matter of the disagreement in connection with their report.

Item 7. Financial Statements and Exhibits.

Exhibits

16.  Letter on Change in Certifying Accountant
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 hereunto duly authorized.

                                            QUEEN SAND RESOURCES, INC.

                                             By: /s/Edward J. Munden
                                             -----------------------
                                             Edward J. Munden,
                                             President

Dated: March 19, 1997