FORM 8-K

       (As last amended in Release No. 33-7505, effective January 1, 1999,
        63 F.R. 9632)


                     SECURTIES EXCHANGE COMMISSION

                         Washington D.C. 20549



                               FORM 8-K

                            CURRENT REPORT

 Pursuant to Section 13 or 15 (d) of the Securities Exchange Act 1934


     Date of Report (Date of earliest event reported)  SEPTEMBER 24, 1999

        (Exact name of registrant as specified in it's charter)

                AMERI-CAN RAILWAY SYSTEMS, INCORPORATED

(State or other jurisdiction     (Commission file      (IRS Employer
of incorporation)                 Number)               Identification No.)

NEW HAMPSHIRE                      0-25967                14-1805077

          (Address of principal executive offices)     (Zip code)

         100 WALNUT STREET CHAMPLAIN, NEW YORK            12919



                                518-298-2042
          Registrant's telephone number, Including area code



                       NO CHANGE SINCE LAST REPORT
     ( Former name or former address, if changed since last report. )

<PAGE>


     Item 4.   Changes in  Registrant's Certifying Accountants


     The Registrant's audit committee determined it would be in the
     best interests of the Registrant to engage a national accounting
     firm to audit its financial statements.  A resolution was passed
     by the board on September 23, 1999 to accept the recommendation
     and dismiss Feldhammer/Fishman and a motion was passed by the
     board to allow the audit committee to start negotiations to
     engage a new accounting firm.

     The former accountant resigned as of September 24, 1999.


          Since inception of the company and any subsequent interim
     period prior to the dismissal of Feldhammer/Fishman, there
     were not any disagreements with the former accountant on any
     manner or practices.  There were no reports on the financial
     statements of the Registrant containing any adverse opinion, or
     disclaimer of opinion, no such reports were qualified or modified
     as to uncertainty, or accounting principals, or financial
     statement disclosure, or auditing scope of procedure.  The company
     has authorized the former accountant to respond fully to the
     inquiries of the successor accountant concerning the subject
     matter.


                              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.

                                   (Registrant)
                              AMERI-CAN RAILWAY SYSTEMS, INCORPORATED


     Date: September 24, 1999                 (Signature)
                                        By:  Sydney A. Harland
                                             ------------------------
                                             Sydney A. Harland
                                             Chairman & CEO.


<PAGE>


     Exhibit
     Number    Description

       16      Letter  from Feldhammer / Fishman , the Registrant's
               former independent accountant to Ameri-can Railway
               Systems, Incorporated.

       16      Letter form Feldhammer / Fishman, sent to the
               Securities Exchange Commission.
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{"company-data": {"conformed-name": "AMERI-CAN RAILWAY SYSTEMS INC", "cik": "0001081856", "assigned-sic": "3743"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-25967", "film-number": "99717430"}, "business-address": {"street1": "100 WALNUT STREET", "city": "CHAMPLAIN", "state": "NY", "zip": "12919"}}
FORM 8-K

       (As last amended in Release No. 33-7505, effective January 1, 1999,
        63 F.R. 9632)

                     SECURTIES EXCHANGE COMMISSION

                         Washington D.C. 20549

                               FORM 8-K

                            CURRENT REPORT

 Pursuant to Section 13 or 15 (d) of the Securities Exchange Act 1934

     Date of Report (Date of earliest event reported)  SEPTEMBER 24, 1999

        (Exact name of registrant as specified in it's charter)

                AMERI-CAN RAILWAY SYSTEMS, INCORPORATED

(State or other jurisdiction     (Commission file      (IRS Employer
of incorporation)                 Number)               Identification No.)

NEW HAMPSHIRE                      0-25967                14-1805077

          (Address of principal executive offices)     (Zip code)

         100 WALNUT STREET CHAMPLAIN, NEW YORK            12919

                                518-298-2042
          Registrant's telephone number, Including area code

                       NO CHANGE SINCE LAST REPORT
     ( Former name or former address, if changed since last report. )
Item 4.   Changes in  Registrant's Certifying Accountants

     The Registrant's audit committee determined it would be in the
     best interests of the Registrant to engage a national accounting
     firm to audit its financial statements.  A resolution was passed
     by the board on September 23, 1999 to accept the recommendation
     and dismiss Feldhammer/Fishman and a motion was passed by the
     board to allow the audit committee to start negotiations to
     engage a new accounting firm.

     The former accountant resigned as of September 24, 1999.

          Since inception of the company and any subsequent interim
     period prior to the dismissal of Feldhammer/Fishman, there
     were not any disagreements with the former accountant on any
     manner or practices.  There were no reports on the financial
     statements of the Registrant containing any adverse opinion, or
     disclaimer of opinion, no such reports were qualified or modified
     as to uncertainty, or accounting principals, or financial
     statement disclosure, or auditing scope of procedure.  The company
     has authorized the former accountant to respond fully to the
     inquiries of the successor accountant concerning the subject
     matter.

                              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.

                                   (Registrant)
                              AMERI-CAN RAILWAY SYSTEMS, INCORPORATED

     Date: September 24, 1999                 (Signature)
                                        By:  Sydney A. Harland
                                             ------------------------
                                             Sydney A. Harland
                                             Chairman & CEO.
Exhibit
     Number    Description

       16      Letter  from Feldhammer / Fishman , the Registrant's
               former independent accountant to Ameri-can Railway
               Systems, Incorporated.

       16      Letter form Feldhammer / Fishman, sent to the
               Securities Exchange Commission.