



                       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) :               October 16,1998


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


                                    Delaware
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                 (State or other jurisdiction of incorporation)

         333-25900                                   75-2228820
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    (Commission File Number)                   (IRS Employer Identification No.)


              16910 Dallas Parkway, Suite 100, Dallas, Texas 75248
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         (Address of principal executive offices)          (Zip Code)


                                                             
         Registrant's telephone number, including area code:  (972)  248-1922
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ITEM 1.  CHANGES  IN  CONTROL OF REGISTRANT


On October  16, 1998  Albert Ray  Allison  III  ("Seller"),  pursuant to a stock
purchase agreement dated September 30, 1998 with Halter Capital  Corporation,  a
Delaware  corporation  ("Buyer"),  Seller  sold to  Buyer,  upon the  terms  and
conditions set forth in that agreement, 19,490,735 shares of the common stock of
Donnebrooke Corporation,  a Delaware corporation,  which is a public corporation
but  whose  stock  does not  trade on any  exchange  or in the Over the  Counter
Market.  This sale  represents  approximately  52% of the issued and outstanding
shares of the common stock of Donnebrooke  Corporation  (the  "Registrant")  and
effectively  transfers  control  to the  Buyer.  At the  time of the  sale,  the
Registrant had no assets or liabilities of any kind except certain franchise tax
obligations to the State of Delaware.  Simultaneously,  the current officers and
directors  of the  Registrant  resigned and the  following  two  directors  were
elected to replace them: Kevin B. Halter and Kevin B. Halter, Jr. The Registrant
has elected the following  new officers:  Kevin B. Halter as President and Kevin
B. Halter, Jr. as Vice President and Secretary.



ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS


 Prior to the change of control,  described  in Item 1., the last year for which
the  Registrant  had  independent  accountants  review  and audit its  financial
statements was its fiscal year which ended December 31, 1990. In order to comply
with the reporting  requirements  of the  Securities  Exchange Act of 1934,  the
Registrant's  Board of Directors has engaged the  independent  certified  public
accounting firm of S. W. Hatfield & Associates, Dallas, Texas, effective October
16, 1998.

During the fiscal years ended December 31, 1996 and 1997, and the interim period
subsequent to December 31, 1997,  there have been no disagreements on any matter
of  accounting  principles  or  practices,  financial  statement  disclosure  or
auditing scope or procedure or any reportable events.

S. W. Hatfield & Associates'  report on the financial  statements for the fiscal
year ended  December 31, 1997  contained  no adverse  opinion or  disclaimer  of
opinion and was not  qualified  or modified  as to  uncertainty,  audit scope or
accounting principles.

During the fiscal years ended December 31, 1996 and 1997, and the interim period
subsequent  to December 31, 1997,  there have been no  consultations  with S. W.
Hatfield &  Associates  on any matters of  accounting  principles  to a specific
transaction,  either  completed or proposed,  or the type of audit  opinion that
might be rendered on the registrant's financial statements.


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EXHIBITS

Exhibit No. 10.1   Stock Purchase Agreement dated September 30, 1998.




SIGNATURE


         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.



                             DONNEBROOKE CORPORATION

                             By: /s/ Kevin B. Halter
                                 -------------------
               Kevin B. Halter, President (Chief Executive Officer
                        and Principal Financial Officer)

                          And: /s/ Kevin B. Halter, Jr.
                               ------------------------
               Kevin B. Halter, Jr., Vice President and Secretary

Dated: November 12, 1998


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