SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


Current  Report on Form 8-K/A  Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934


Date of Report:   April 8, 1998                        Commission File:   0-9416



                     FRANKLIN CONSOLIDATED MINING, CO., INC.
             (Exact Name of Registrant as specified in its charter)


         Delaware                                         13-2879202
(State or other Jurisdiction of                (IRS Employer Identification No.)
Incorporation or Organization)


                   76 Beaver Street, New York, New York 10005
                    (Address of Principal Executive Offices)


Registrants Telephone Number
Including area code:                                              (212) 344-2828





Item 4. Changes in Registrants Certifying Accountant.

     On February 23, 1998,  the Company  notified J.H.  Cohn,  LLP ("J.H.  Cohn,
LLP") of its  decision to dismiss the firm as its  independent  auditors  and of
intention to retain Lazar Levine & Felix, LLP as its independent accountants for
year ended  December 1997 The decision to dismiss J.H. Cohn, LLP was approved by
the Board of Directors of the Company.

     During the two most recent fiscal years of the Company, none of the reports
of J.H.  Cohn,  LLP on the  financial  statements  of the Company  contained  an
adverse  opinion or a disclaimer  of opinion or was  qualified or modified as to
audit scope, or accounting principles;  however, J.H. Cohn, LLP has qualified or
modified  its  reports on the  financial  statements  of the  Company as a going
concern.  During the two most recent  fiscal  years and any  subsequent  interim
period  preceding the dismissal of J.H. Cohn,  LLP, there were no  disagreements
between the Company and J.H.  Cohn,  LLP  concerning  accounting  principles  or
practices,  financial statement disclosure, or auditing scope or procedure which
would have  caused J.H.  Cohn,  LLP to make a  reference  to the subject  matter
thereof  in  its  report  had  such   disagreement  not  been  resolved  to  the
satisfaction of J.H. Cohn, LLP.

     For the two most recent  fiscal  years of the  Company  and any  subsequent
interim period preceding the dismissal of J.H. Cohn, LLP, J.H. Cohn, LLP has not
advised the Company that (a) the internal controls  necessary for the Company to
develop reliable financial  statements do not exist, (b) information had come to
its  attention  that  led it to no  longer  be  able  to  rely  on  management's
representations,  or has made it unwilling to be  associated  with any financial
statements  which may have been  prepared by  management,  (c) it should  expand
significantly  the  scope  of its  audit  or that  information  had  come to its
attention that if further 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  period(s)  subsequent  to the  date of the  most  recent  financial
statements  covered by the audit report (including  information that may prevent
it from rendering an unqualified audit report on those financial statements), or
(ii) cause it to be  unwilling  to rely on  management's  representations  or be
associated with management's  representation or be associated with the Company's
financial  statements  and due to the dismissal of J.H. Cohn, LLP by the Company
or for any other  reason,  the scope of J.H.  Cohn's  audit was not  expanded or
further  investigation  was not conducted,  or (d)  information  had come to its
attention that it has concluded  materially impacted the fairness or reliability
of  either  (i)  a  previously  issued  audit  report  or  underlying  financial
statements or (ii) the financial  statements issued or to be issued covering the
fiscal

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period(s) subsequent to the date of the most recent financial statements covered
by the audit  report (  including  information  that , unless  resolved  to J.H.
Cohn's  satisfaction would prevent it from rendering an unqualified audit report
on those financial statements),  and due to J.H. Cohn's dismissal, the issue has
not been resolved to J.H. Cohn's satisfaction prior to its dismissal.

     On April 1,  1998 the  Company  retained  Lazar  Levine & Felix  LLP as its
independent auditors.

Item 5. - Other Events

     Resignation of Vice-President  of Finance:  On February 20, 1998, Robert J.
Levin resigned his position as Vice President of Finance effective on that date.
The Board of Directors of the Company accepted the resignation.

Item 7. Financial Statements and Exhibits

     Financial Statements

          None

     Exhibits

          Press Release dated February 20, 1998 submitted 3/17/98


                                   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 hereunto duly authorized.

                                          FRANKLIN CONSOLIDATED MINING CO., INC.




Dated: April 8, 1998                       /s/ J. Terry Anderson, President
                                           --------------------------------
                                           J. Terry Anderson, President

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