8-K/A

         UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549


                            FORM 8-K

               AMENDMENT TO APPLICATION OR REPORT

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



         Date of Report (date of earliest event reported):
                            June 6, 1997


                 COMMISSION FILE NUMBER:  0-8536


                    THE NEW PARAHO CORPORATION               
         Exact name of Registrant as specified in its charter


   Colorado                                     84-1034362        
   (State or other jurisdiction of              (I.R.S. Employer
   incorporation or organization)               Identification No.) 
   
   5387 Manhattan Circle, #104, Boulder, CO     80303-4219
   (Address of principal executive offices      (Zip code)

   Registrant's telephone number, including area code:(303)543-8900 
               
   Former name, former address and former fiscal year, if changed 
  since last report:  N/A















       ITEM 4:  CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT.

On May 20, 1997 the board of directors of The New Paraho
Corporation (the "Registrant") approved the engagement of Hein +
Associates LLP, of Denver, Colorado, to audit and report on the
Registrant's financial statements for the year ended June 30, 1997.

On such date, the board of directors also approved the dismissal of
Ernst & Young LLP, of Denver, Colorado as the Company's previous
auditors.

The report of Ernst & Young LLP on the Company's financial
statements as of June 30, 1995, and as of June 30, 1996, and for
the years then ended contained an explanatory paragraph as to the
ability of the Registrant to continue as a going concern.

The report of Ernst & Young LLP on the Company's financial
statements for the two most recent fiscal years contained no
adverse opinion or disclaimer of opinion and was not qualified nor
modified as to audit scope, or accounting principles.

During the Registrant's two most recent fiscal years and subsequent
interim periods preceding the dismissal of Ernst & Young LLP, there
were no disagreements with Ernst & Young LLP on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of Ernst & Young LLP, would have caused it to
make reference to the subject matter of the disagreement in
connection with its report.

The Registrant has provided the former accountant, Ernst & Young
LLP, with a copy of the foregoing disclosures.  A letter, addressed
to the Commission, by the former accountants stating that it agrees
with the above statements made by the Registrant is attached hereto
as an exhibit.

During the two most recent fiscal years and the subsequent interim
period preceding Ernst & Young LLP's dismissal, the Registrant was
not advised by Ernst & Young LLP that internal controls necessary
for the Registrant to develop reliable financial statements do not
exist nor that information has come to its attention that led it to
no longer be able to rely on management's representations or that
has made it unwilling to be associated with the financial
statements prepared by management.  The Registrant has not been
advised by Ernst & Young LLP of the need to expand significantly
the scope of the Registrant's audit, nor has the Registrant been
advised that during the two most recent fiscal years and the
subsequent interim periods preceding its dismissal, information has
come to the attention of Ernst & Young LLP that if investigated may
(i) materially impact the fairness or reliability of either a
previously issued audit report or the underlying financial
statements, or the financial statements issued or to be issued
covering the fiscal periods subsequent to the date of the most
recent financial statements covered by an audit report (June 30,
1996), or (ii) cause Ernst & Young LLP to be unwilling to rely on
management's representations or be associated with the Registrant's
financial statements.

The Registrant has not been advised by Ernst & Young LLP that
information has come to its attention that it has concluded
materially impacts the fairness or reliability of either (i) a
previously issued audit report or the underlying financial
statements or (ii) the financial statements issued or to be issued
covering the fiscal periods subsequent to June 30, 1996.

No consultations occurred between the Registrant and Hein +
Associates LLP during the two most recent fiscal years and any
subsequent interim periods prior to Hein + Associates LLP's
appointment, regarding the application of accounting principles,
the type of audit opinion, or other information considered by the
Registrant in reaching a decision as to any accounting, auditing,
or financial reporting issue.

































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.


                                  THE NEW PARAHO CORPORATION
                                         (Registrant)


6/6/97                            /s/ Joseph L. Fox         



6/6/97                           /s/ Anne Morgan Smith       

EX-16

June 6, 1997




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Gentlemen:

We have read Item 4 of Form 8-K dated June 6, 1997, of The New Paraho 
Corporation and are in agreement with the statements contained in the 
third, fourth, fifth, seventh, and eighth paragraphs on pages two and 
three therein.  We have no basis to agree or disagree with other 
statements of the registrant contained therein.





                                 ERNST & YOUNG LLP