SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 8-K/A

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported): July 15, 2002

                        Commission File Number 001-14271

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

                               USOL Holdings, Inc.
             (Exact name of Registrant as specified in its charter)

                 Oregon                                 93-1197477
  (State or other jurisdiction of                   (I.R.S. Employer
  incorporation or organization)                    Identification No.)

                             10300 Metric Boulevard
                               Austin, Texas 78758
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (512) 651-3767

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






Item 4.    Changes in Registrant's Certifying Accountant.

         On July 15, 2002,  the Board of Directors of USOL  Holdings,  Inc. (the
"Company")  dismissed Arthur Andersen LLP ("Andersen") as its independent public
accountants and appointed Fitts Roberts & Co., P.C.  ("Fitts  Roberts") to serve
as  its  independent  public  accountants.  These  actions  were  taken  at  the
recommendation of the Company's Audit Committee.

         Andersen's report on the financial  statements of the Company as of and
for the year-ended  December 31, 2001,  did not contain an adverse  opinion or a
disclaimer of opinion, but was modified with respect to the Company's ability to
continue as a going concern.  There was,  however,  no  modification  related to
audit  scope  or  accounting  principles.  Andersen's  report  on the  financial
statements of the Company as of and for the  year-ended  December 31, 2000,  did
not  contain  an adverse  opinion or a  disclaimer  of  opinion,  and it was not
qualified or modified as to uncertainty, audit scope or accounting principle.

         During the Company's two most recent fiscal years,  and the  subsequent
interim period through the date of this Report, there were no disagreements with
Andersen  on  any  matter  of  accounting  principles  or  practices,  financial
statement disclosure,  or auditing scope or procedure,  which disagreements,  if
not resolved to the satisfaction of Andersen, would have caused Andersen to make
reference to the subject matter of the  disagreements  in connection  with their
report on the Company's consolidated financial statements for such years.

         During the Company's two most recent fiscal years,  and the  subsequent
interim  period  through  the date of this  Report,  there  were no  "reportable
events," as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

         During the two most  recent  fiscal  years and the  subsequent  interim
period through the date of this Report, neither the Company nor anyone on behalf
of the Company  consulted  Fitts Roberts  regarding  either the  application  of
accounting principles to a specified transaction,  either completed or proposed,
or the type of audit opinion that might be rendered on the financial  statements
of the  Company or any matter  that was  either the  subject of a  disagreement,
within the meaning of Item  304(a)(1)(iv)  of Regulation  S-K, or any reportable
event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

         The Company provided Andersen with a copy of the foregoing disclosures.
Andersen has informed the Company that due to its current  difficulties  it will
be unable to respond to the Company's  filing status  whether it is in agreement
with such statements.


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                                   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 thereunto duly authorized.




Date:    July 25, 2002                By:      /s/Shane Menking
                                         ------------------------------------
                                         Name:  Shane Menking
                                         Title: Chief Financial Officer