8-K

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                       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):

DECEMBER 5, 1996
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ROSE INTERNATIONAL LTD.
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(Exact name of registrant as specified in its charter)



DELAWARE                                0-28720               73-1479833
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(State or other jurisdiction    (Commission File Number)     (IRS Employer
    of incorporation)                                      Identification No.)



601 ONEOK PLAZA, 100 WEST FIFTH STREET, TULSA, OKLAHOMA  74103
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(Address of principal executive offices)

Registrant's telephone number, including area code (918) 582-1788

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                             ROSE INTERNATIONAL LTD.

ITEM 4.  Changes in Registrant's Certifying Accountant

(a)      On December 5, 1996, the Board of Directors of Rose International Ltd.
         (the "Company") approved the appointment of Guest & Company, as the
         independent auditors of the Company for the year ending December 31,
         1996 and also approved the dismissal of BDO Seidman, LLP ("BDO") as the
         Company's independent auditors.

(b)      During the year ended December 31, 1995 and for the subsequent interim
         periods preceding the dismissal of BDO, there were no disagreements
         between the Company and BDO 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
         BDO, would have caused it to make reference in its report to the
         subject matter of the disagreement.

(c)      BDO's report on the financial statements of the Company for the year
         ended December 31, 1995 did not contain an adverse opinion or
         disclaimer of opinion nor was it qualified or modified as to
         uncertainty, audit scope or accounting principles.

(d)      The Company has requested BDO to furnish it with a letter addressed to
         the Securities and Exchange Commission stating whether BDO agreed with
         the statements made by the Company herein and, if not, stating the
         respects in which it does not agree. Said letter is filed as Exhibit 16
         to this Form 8-K.
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                                    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.



                                         ROSE INTERNATIONAL LTD.



                                         By: /s/ G. David Gordon
                                             -----------------------
                                         G. David Gordon
                                         President



Date:  December 11, 1996

EX-16

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                                   EXHIBIT 16

                               ACCOUNTANT'S LETTER
                                 (See Attached)
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December 6, 1996



Securities and Exchange Commission 
450 5th Street N.W.
Washington, D.C. 20549

Gentlemen:

We have been furnished with a copy of the response to Item 4 of Form 8-K for the
event that occurred on December 5, 1996, to be filed by our former client, Rose
International, Ltd. We agree with the statements made in response to that Item
insofar as they relate to our Firm.

                                             Very truly yours,




                                             BDO Seidman, LLP