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): June 8, 2000



                       New York Regional Rail Corporation
              ---------------- -----------------------------------
             (Exact name of Registrant as specified in its charter)



     Delaware                          0-28583                   13-3881577
--------------------------------------------------------------------------------
(State or other jurisdiction      (Commission File No.)         (IRS Employer
of incorporation)                                           Identification No.)



                        4302 First Ave Brooklyn, NY 11232
                ------------ ----------------------------------
          (Address of principal executive offices, including Zip Code)


        Registrant's telephone number, including area code:      (718) 788-3690
                                                                 --------------



                                       N/A
                 ---------------------------------------- ----
          (Former name or former address if changed since last report)




<PAGE>


Item 4.  Change in Registrant's Certifying Accountant

      Effective June 8, 2000 the Company  retained Feldman Sherb Horowitz & Co.,
P.C.  ("Feldman/Sherb")  to act as the Company's  independent  certified  public
accountants.   In  this  regard  Feldman/Sherb   replaced  Schneider  Ehrlich  &
Associates,  LLP  ("Schneider/Ehrlich")  which audited the  Company's  financial
statements  for the fiscal year ended  December 31, 1997 and 1998. The report of
Schneider/Ehrlich  for these fiscal years did not contain an adverse opinion, or
disclaimer  of opinion  and was not  qualified  or modified as to audit scope or
accounting principles. However, the report of Schneider/Ehrlich for these fiscal
years was qualified with respect to  uncertainty as to the Company's  ability to
continue  as a going  concern.  Due to a judgement  entered  against the Company
prior to December 31, 1998, the Company's financial  statements will be restated
to reflect an increase  in  liabilities  and an  increase  in retained  earnings
deficit for the same amount.  During the  Company's two most recent fiscal years
and   subsequent   interim   periods,   there   were   no   disagreements   with
Schneider/Ehrlich 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  Schneider/Ehrlich  would have caused it to
make reference to such disagreements in its reports.

      The  Company  has  authorized  Schneider/Ehrlich  to  discuss  any  matter
relating to the Company and its operations with Feldman/Sherb.

      The change in the Company's  auditors was  recommended and approved by the
board of directors of the Company. The Company does not have an audit committee.

      During the two most recent fiscal years and  subsequent  interim  periods,
the  Company  did  not  consult  Feldman/Sherb   regarding  the  application  of
accounting principles to a specified transaction,  either completed or proposed,
or the type of audit opinion that might be rendered on the  Company's  financial
statements, or any matter that was the subject of a disagreement or a reportable
event as defined in the regulations of the Securities and Exchange Commission.

      Feldman/Sherb  has reviewed the disclosures  contained in this 8-K report.
The Company has advised Feldman/Sherb that it has the opportunity to furnish the
Company  with a letter  addressed  to the  Securities  and  Exchange  Commission
concerning any new information,  clarifying the Company's disclosures herein, or
stating any reason why Feldman/Sherb  does not agree with any statements made by
the Company in this report.  Feldman/Sherb  has advised the Company that nothing
has come to its  attention  which would cause it to believe that any such letter
was necessary.

Item 7.  Financial Statements, Pro Forma Financial Information

(a)   Not Applicable
(b)   Not Applicable
(c)   Exhibits

      Exhibit 16:

      The letter from the Company's  former auditors  confirming the information
in Item 4 will be filed by amendment.


<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.


Date:  December 27, 2000

                                 NEW YORK REGIONAL RAIL CORPORATION



                                 By:/s/
                                    --------------------------------------------
                                    Ronald W. Bridges, President
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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): June 8, 2000

                       New York Regional Rail Corporation
              ---------------- -----------------------------------
             (Exact name of Registrant as specified in its charter)

     Delaware                          0-28583                   13-3881577
--------------------------------------------------------------------------------
(State or other jurisdiction      (Commission File No.)         (IRS Employer
of incorporation)                                           Identification No.)

                        4302 First Ave Brooklyn, NY 11232
                ------------ ----------------------------------
          (Address of principal executive offices, including Zip Code)

        Registrant's telephone number, including area code:      (718) 788-3690
                                                                 --------------

                                       N/A
                 ---------------------------------------- ----
          (Former name or former address if changed since last report)
Item 4.  Change in Registrant's Certifying Accountant

      Effective June 8, 2000 the Company  retained Feldman Sherb Horowitz & Co.,
P.C.  ("Feldman/Sherb")  to act as the Company's  independent  certified  public
accountants.   In  this  regard  Feldman/Sherb   replaced  Schneider  Ehrlich  &
Associates,  LLP  ("Schneider/Ehrlich")  which audited the  Company's  financial
statements  for the fiscal year ended  December 31, 1997 and 1998. The report of
Schneider/Ehrlich  for these fiscal years did not contain an adverse opinion, or
disclaimer  of opinion  and was not  qualified  or modified as to audit scope or
accounting principles. However, the report of Schneider/Ehrlich for these fiscal
years was qualified with respect to  uncertainty as to the Company's  ability to
continue  as a going  concern.  Due to a judgement  entered  against the Company
prior to December 31, 1998, the Company's financial  statements will be restated
to reflect an increase  in  liabilities  and an  increase  in retained  earnings
deficit for the same amount.  During the  Company's two most recent fiscal years
and   subsequent   interim   periods,   there   were   no   disagreements   with
Schneider/Ehrlich 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  Schneider/Ehrlich  would have caused it to
make reference to such disagreements in its reports.

      The  Company  has  authorized  Schneider/Ehrlich  to  discuss  any  matter
relating to the Company and its operations with Feldman/Sherb.

      The change in the Company's  auditors was  recommended and approved by the
board of directors of the Company. The Company does not have an audit committee.

      During the two most recent fiscal years and  subsequent  interim  periods,
the  Company  did  not  consult  Feldman/Sherb   regarding  the  application  of
accounting principles to a specified transaction,  either completed or proposed,
or the type of audit opinion that might be rendered on the  Company's  financial
statements, or any matter that was the subject of a disagreement or a reportable
event as defined in the regulations of the Securities and Exchange Commission.

      Feldman/Sherb  has reviewed the disclosures  contained in this 8-K report.
The Company has advised Feldman/Sherb that it has the opportunity to furnish the
Company  with a letter  addressed  to the  Securities  and  Exchange  Commission
concerning any new information,  clarifying the Company's disclosures herein, or
stating any reason why Feldman/Sherb  does not agree with any statements made by
the Company in this report.  Feldman/Sherb  has advised the Company that nothing
has come to its  attention  which would cause it to believe that any such letter
was necessary.

Item 7.  Financial Statements, Pro Forma Financial Information

(a)   Not Applicable
(b)   Not Applicable
(c)   Exhibits

      Exhibit 16:

      The letter from the Company's  former auditors  confirming the information
in Item 4 will be filed by amendment.
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.

Date:  December 27, 2000

                                 NEW YORK REGIONAL RAIL CORPORATION

                                 By:/s/
                                    --------------------------------------------
                                    Ronald W. Bridges, President