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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                        
                               AMENDMENT NO. 1 TO
                                    FORM 8-K
                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934
                                        
                               FEBRUARY 23, 1999
                Date of Report (Date of earliest event reported)
                                        
                   MOUNTAIN STATES GUARANTY MORTGAGE COMPANY
               (Exact Name of Registrant as Specified in Charter)


          COLORADO                      033-19863                84-1075984
(State or Other Jurisdiction           (Commission            (I.R.S. Employer 
      of Incorporation)                File Number)          Identification No.)

140 EAST 19TH AVENUE, SUITE 700, DENVER COLORADO                   80203
    (Address of principal executive offices)                     (Zip Code)

                                 (303) 863-1900
              (Registrant's telephone number, including area code)
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Item 4.   Changes in Registrant's Certifying Accounts

          Deloitte & Touche, LLP was previously the principal accountants for 
Mountain States Guaranty Mortgage Company (the "Company"). On February 23, 
1999, that firm's appointment as principal accountants was terminated and Hein 
& Associates, LLP was engaged as principal accountants to audit the accounts of 
the Company for the year ending December 31, 1998. The decision to change 
accountants was recommended by the Board of Directors of the Company.

          In connection with the registrant's two most recent fiscal years and 
the subsequent interim period preceding Deloitte & Touche LLP's termination 
including the audits of the fiscal years ended December 31, 1996 and December 
31, 1997, there were no disagreements through February 23, 1999 with Deloitte & 
Touche, LLP on any matter of accounting principles or practices, financial 
statement disclosure, or auditing scope or procedures, which disagreements, if 
not resolved to their satisfaction, would have caused them to make reference in 
connection with their opinion to the subject matter of the disagreement.

          The audit reports of Deloitte & Touche, LLP on the consolidated 
financial statements of the Company as of and for the years ended December 31, 
1997 and December 31, 1996 did not contain any adverse opinion or disclaimer of 
opinion or was qualified or modified as to uncertainty, audit scope or 
accounting principles.

Item 7.   Financial Statements and Exhibits

     c.   Exhibits

          16. Letter from Deloitte & Touche, LLP re change in certifying 
              accountant. Filed previously.

Signature

          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.

                                    MOUNTAIN STATES GUARANTY MORTGAGE COMPANY
                                                   (Registrant)

Dated: February 23, 1999            By: Harold C. Jones
                                        Vice President/Treasurer