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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000013547-96-000006.txt : 19960618
<SEC-HEADER>0000013547-96-000006.hdr.sgml : 19960618
ACCESSION NUMBER:		0000013547-96-000006
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	19960531
ITEM INFORMATION:		Changes in registrant's certifying accountant
FILED AS OF DATE:		19960401
SROS:			NASD

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			METALCLAD CORP
		CENTRAL INDEX KEY:			0000013547
		STANDARD INDUSTRIAL CLASSIFICATION:	1700
		IRS NUMBER:				952368719
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0531

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-02000
		FILM NUMBER:		96542091

	BUSINESS ADDRESS:	
		STREET 1:		3737 BIRCH ST STE 300
		CITY:			NEWPORT BEACH
		STATE:			CA
		ZIP:			92660
		BUSINESS PHONE:		7144762772

	MAIL ADDRESS:	
		STREET 1:		3737 BIRCH STREET SUITE 300
		CITY:			NEWPORT BEACH
		STATE:			CA
		ZIP:			92660

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BOWER INDUSTRIES INC
		DATE OF NAME CHANGE:	19870618

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PHOENIX GEMS INC
		DATE OF NAME CHANGE:	19730617
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<TEXT>
 
                        SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C.  20549

                                     FORM 8-K

                                  CURRENT REPORT

           PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

          Date of Report (Date of earliest event reported) March 25, 1996

                               METALCLAD CORPORATION
              (Exact name of registrant as specified in its charter)

           Delaware                               0-2000
  (State or other jurisdiction           (Commission File Number)

                             95-2368719
                (I.R.S. Employer Identification No.)

      3737 Birch Street, Suite 300                
      Newport Beach, California                   92660
  (Address of Principal Executive Office)       (Zip Code)

  Registrant s telephone number, including area code (714) 476-2772

                               ---------------------

      Item 4.  Change in Registrant s Certifying Accountant.

      The registrant has dismissed its former principal accountants, Grant
  Thornton LLP, effective March 25, 1996.

      During the two most recent years of the registrant and each subsequent
  interim period preceding December 1, 1995 there were no disagreements with the
  former accountants on any matter of accounting principles or practices,
  financial statement disclosure or auditing scope or procedure or any
  reportable events.
<PAGE>






      The reports of the former principal accountants on the financial
  statements of the registrant, for the fiscal year ended May 31, 1995,
  contained a qualified opinion or uncertainty relative to the company s ability
  to continue as a going concern.  Prior reports contained no adverse opinion
  nor were they qualified or modified as to uncertainty, audit scope or
  accounting principles.

      The Registrant s Board of Directors has approved the decision to change
  accountants and has not engaged a new principal accountant as of the date of
  this filing.

      Exhibits

      Not applicable.

                                    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.

                                METALCLAD CORPORATION


  March 29, 1996                By:   /s/ Grant S. Kesler      
                                    Grant S. Kesler
                                    President

  
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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