U.S. 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 10, 1999
                                                    -------------

                        Blue Fish Clothing, Inc.
       ------------------------------------------------------
       (Exact Name of Registrant as Specified in its Charter)

                             Pennsylvania
             ----------------------------------------------
             (State or Other Jurisdiction of Incorporation)

       1-14078                                    22-2781253
------------------------                  -------------------------
(Commission File Number)                  (I.R.S. Employer I.D. No.)

          No. 3 Sixth Street, Frenchtown, New Jersey 08825
     -----------------------------------------------------------
     (Address of Principal Executive Offices, Including Zip Code)

                           (908) 996-3844
         --------------------------------------------------
        (Registrant's Telephone Number, Including Area Code)

                           Not Applicable
     -------------------------------------------------------------
     (Former Name or Former Address, if Changed Since Last Report)




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


         The Registrant (and the predecessor of the Registrant)
engaged Arthur Andersen LLP as its independent accountant and to
audit its financial statements for the years ended December 31, 1993
through December 31, 1997.  As a result of a mutual decision between
the Registrant and Arthur Andersen LLP, the Registrant dismissed
Arthur Andersen LLP on June 10, 1999, effective as of such date.  On
June 6, 1999, effective as of June 10, 1999, the Audit Committee of
the Board of Directors and the Board of Directors of the Registrant
appointed Amper, Politziner & Mattia as its independent accountant to
succeed Arthur Andersen LLP.  The Registrant has not consulted
with Amper, Politziner & Mattia during the past two fiscal years
concerning the application of accounting principles or any issues
relating to accounting, auditing or financial reporting.

         The report of Arthur Andersen LLP on the financial
statements of the Registrant for the years ended December 31, 1996 and
1997 contained an explanatory paragraph regarding the Registrant's ability
to continue as a going concern.

         During the two year period ended December 31, 1997 and
preceding the resignation of Arthur Andersen LLP and the engagement
of Amper, Politziner & Mattia, there was no disagreement with Arthur
Andersen LLP on any matter of accounting principle or practice,
financial statement disclosure or auditing scope or procedure (which
disagreement, if not resolved to the satisfaction of Arthur Andersen
LLP, would have caused it to make reference to the subject matter of
the disagreement in connection with its report).

         During the two year period ended December 31, 1997 and all
subsequent interim periods preceding the dismissal of Arthur
Andersen LLP and the engagement of Amper, Politziner & Mattia, Arthur
Andersen LLP had not advised the Company (i) that internal controls
necessary for the Company to develop reliable financial statements did not
exist; (ii) that information had come to Arthur Andersen LLP's attention that
led it to no longer be able to rely on management's representations or that
made it unwilling to be associated with the financial statements prepared
by management; (iii) of the need for significant expansion of the scope of
Arthur Andersen LLP's audit or that information had come to its attention
that, if further investigated may have (A) materially impacted the fairness
or reliability of either a previously issued audit report or the underlying
financial statements or the financial statements issued or to be issued
covering the fiscal period(s) subsequent to the date of the most recent
financial statements covered by an audit report, or (B) caused it to be
unwilling to rely on management's representations or to be associated with
the Registrant's financial statements; or (iv) that information had come to
Arthur Andersen LLP's attention that it had concluded materially impacted the
fairness or reliability of either (A) a previously issued audit report or the
underlying financial statements, or (B) the financial statements issued or to
be issued covering the fiscal period(s) subsequent to the date of the most
recent financial statements covered by an audit report.

         The decision to change accountants was approved by the Audit
Committee of the Board of Directors and the Board of Directors of the
Company.  The Registrant has authorized Arthur Andersen LLP to
respond fully to the inquiries of Amper, Politziner & Mattia concerning
the subject matter disclosed herein.

         A letter from Arthur Andersen LLP concerning its agreement or
disagreement with the disclosures made in this Report on Form 8-K will be
filed as required by Item 304(a)(3) of Regulation S-K promptly upon receipt
by the Registrant.



Item 5.  Other Events.
         ------------

         The Registrant has not filed its annual report on Form 10-KSB for
the year ended December 31, 1998 or its quarterly report on Form 10-QSB for
the quarter ended March 31, 1999 due to cash flow problems.  It expects to
complete its annual audit soon after the review of its files by Amper,
Politziner & Mattia.  As soon as possible thereafter, the Registrant will file
said annual report on Form 10-KSB as well as its quarterly report on
Form 10-QSB for the quarter ended March 31, 1999.



Item 7.  Exhibits.
         --------

         16.1   Letter from Warner & Stackpole LLP to Arthur Andersen
                LLP requesting they furnish the Registrant with a
                letter addressed to the Securities and Exchange
                Commission stating whether they agree with the
                statements made by the Registrant in this Current
                Report on Form 8-K.






                              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.


                                   BLUE FISH CLOTHING, INC.



Date:  June 15, 1999               By: /s/ Jennifer Barclay
                                       ----------------------------
                                       Jennifer Barclay
                                       Chairman
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U.S. 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 10, 1999
                                                    -------------

                        Blue Fish Clothing, Inc.
       ------------------------------------------------------
       (Exact Name of Registrant as Specified in its Charter)

                             Pennsylvania
             ----------------------------------------------
             (State or Other Jurisdiction of Incorporation)

       1-14078                                    22-2781253
------------------------                  -------------------------
(Commission File Number)                  (I.R.S. Employer I.D. No.)

          No. 3 Sixth Street, Frenchtown, New Jersey 08825
     -----------------------------------------------------------
     (Address of Principal Executive Offices, Including Zip Code)

                           (908) 996-3844
         --------------------------------------------------
        (Registrant's Telephone Number, Including Area Code)

                           Not Applicable
     -------------------------------------------------------------
     (Former Name or Former Address, if Changed Since Last Report)

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

         The Registrant (and the predecessor of the Registrant)
engaged Arthur Andersen LLP as its independent accountant and to
audit its financial statements for the years ended December 31, 1993
through December 31, 1997.  As a result of a mutual decision between
the Registrant and Arthur Andersen LLP, the Registrant dismissed
Arthur Andersen LLP on June 10, 1999, effective as of such date.  On
June 6, 1999, effective as of June 10, 1999, the Audit Committee of
the Board of Directors and the Board of Directors of the Registrant
appointed Amper, Politziner & Mattia as its independent accountant to
succeed Arthur Andersen LLP.  The Registrant has not consulted
with Amper, Politziner & Mattia during the past two fiscal years
concerning the application of accounting principles or any issues
relating to accounting, auditing or financial reporting.

         The report of Arthur Andersen LLP on the financial
statements of the Registrant for the years ended December 31, 1996 and
1997 contained an explanatory paragraph regarding the Registrant's ability
to continue as a going concern.

         During the two year period ended December 31, 1997 and
preceding the resignation of Arthur Andersen LLP and the engagement
of Amper, Politziner & Mattia, there was no disagreement with Arthur
Andersen LLP on any matter of accounting principle or practice,
financial statement disclosure or auditing scope or procedure (which
disagreement, if not resolved to the satisfaction of Arthur Andersen
LLP, would have caused it to make reference to the subject matter of
the disagreement in connection with its report).

         During the two year period ended December 31, 1997 and all
subsequent interim periods preceding the dismissal of Arthur
Andersen LLP and the engagement of Amper, Politziner & Mattia, Arthur
Andersen LLP had not advised the Company (i) that internal controls
necessary for the Company to develop reliable financial statements did not
exist; (ii) that information had come to Arthur Andersen LLP's attention that
led it to no longer be able to rely on management's representations or that
made it unwilling to be associated with the financial statements prepared
by management; (iii) of the need for significant expansion of the scope of
Arthur Andersen LLP's audit or that information had come to its attention
that, if further investigated may have (A) materially impacted the fairness
or reliability of either a previously issued audit report or the underlying
financial statements or the financial statements issued or to be issued
covering the fiscal period(s) subsequent to the date of the most recent
financial statements covered by an audit report, or (B) caused it to be
unwilling to rely on management's representations or to be associated with
the Registrant's financial statements; or (iv) that information had come to
Arthur Andersen LLP's attention that it had concluded materially impacted the
fairness or reliability of either (A) a previously issued audit report or the
underlying financial statements, or (B) the financial statements issued or to
be issued covering the fiscal period(s) subsequent to the date of the most
recent financial statements covered by an audit report.

         The decision to change accountants was approved by the Audit
Committee of the Board of Directors and the Board of Directors of the
Company.  The Registrant has authorized Arthur Andersen LLP to
respond fully to the inquiries of Amper, Politziner & Mattia concerning
the subject matter disclosed herein.

         A letter from Arthur Andersen LLP concerning its agreement or
disagreement with the disclosures made in this Report on Form 8-K will be
filed as required by Item 304(a)(3) of Regulation S-K promptly upon receipt
by the Registrant.

Item 5.  Other Events.
         ------------

         The Registrant has not filed its annual report on Form 10-KSB for
the year ended December 31, 1998 or its quarterly report on Form 10-QSB for
the quarter ended March 31, 1999 due to cash flow problems.  It expects to
complete its annual audit soon after the review of its files by Amper,
Politziner & Mattia.  As soon as possible thereafter, the Registrant will file
said annual report on Form 10-KSB as well as its quarterly report on
Form 10-QSB for the quarter ended March 31, 1999.

Item 7.  Exhibits.
         --------

         16.1   Letter from Warner & Stackpole LLP to Arthur Andersen
                LLP requesting they furnish the Registrant with a
                letter addressed to the Securities and Exchange
                Commission stating whether they agree with the
                statements made by the Registrant in this Current
                Report on Form 8-K.

                              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.

                                   BLUE FISH CLOTHING, INC.

Date:  June 15, 1999               By: /s/ Jennifer Barclay
                                       ----------------------------
                                       Jennifer Barclay
                                       Chairman