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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000013547-96-000012.txt : 19960507
<SEC-HEADER>0000013547-96-000012.hdr.sgml : 19960507
ACCESSION NUMBER:		0000013547-96-000012
CONFORMED SUBMISSION TYPE:	8-K/A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	19960531
ITEM INFORMATION:		Changes in registrant's certifying accountant
FILED AS OF DATE:		19960506
SROS:			NASD

FILER:

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

	FILING VALUES:
		FORM TYPE:		8-K/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-02000
		FILM NUMBER:		96556867

	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/A
<SEQUENCE>1
<TEXT>

                          SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C.  20549

                                      FORM 8-K/A

                                    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.<PAGE>

       During the two most recent fiscal years of the registrant
  and each subsequent interim period preceding March 25, 1996 there
  were no disagreements with the former accountants on any matter
  of accounting principles or practices, financial statement
  disclosure or auditing scope or procedure of any reportable
  events.

       The reports of the former principal accountants on the
  consolidated financial statements of the registrant for the
  fiscal years ended May 31, 1994 and 1995 did not contain 
  qualified opinions.  However, their report dated September 12,
  1994 on the consolidated financial statements of the registrant
  for the year ended May 31, 1994 did contain an explanatory
  paragraph regarding an uncertainty regarding a workers
  compensation insurance premium assessment.  Also, their report
  dated August 31, 1995 (except for Note G, as to which the date 
  is September 12, 1995) on the consolidated financial statements
  of the registrant for the year ended May 31, 1995 contained
  explanatory paragraphs regarding uncertainties about the company
  s ability to continue as a going concern and regarding the 
  company not having been granted all necessary governmental 
  authorizations to open and operate its hazardous waste facility
  in Mexico.

       The Registrant s Board of Directors has approved the
  decision to change accountants.

       On April 26, 1996, the Company engaged ARTHUR ANDERSEN
  L.L.P. as its principal accountant.

       Exhibits

       The following exhibit is being filed with this Current
  Report on Form 8-K/A:

       Letter dated May 6, 1996 from Grant Thornton addressed to
  the Securities and Exchange Commission pertaining to the
  statements made by the registrant in response to Item 4 above.

                                      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

  May 6, 1996                   By:   /s/ Anthony C. Dabbene
                                      Anthony C. Dabbene
                                      Chief Financial Officer

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