8-K/A

 
                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                     
                                  FORM 8-K/A
                             Amendment No. 1      


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


Date of Report (Date of earliest event reported)       SEPTEMBER 1, 1995
                                                --------------------------------

                                RULE INDUSTRIES
- --------------------------------------------------------------------------------
                (Exact name of issuer as specified in charter)


MASSACHUSETTS                       0-8740                   04-2384630
- --------------------------------------------------------------------------------
(State or other            (Commission File Number)          (IRS Employer
jurisdiction of                                              Identification No.)
incorporation)



       70 BLANCHARD ROAD, BURLINGTON, MASSACHUSETTS            01803
- --------------------------------------------------------------------------------
        (Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code   (617) 272-7400
                                                  ------------------------------


 
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

(a)     On September 1, 1995, the Registrant dismissed KPMG Peat Marwick LLP 
        ("KPMG") as its principal accountant and engaged Price Waterhouse LLP
        ("PW") as its principal accountant. The decision to change accountants
        has been approved by the Registrant's Board of Directors.

(b)     Since KPMG was engaged on June 7, 1995 they have not issued a report
        on the Registrant's financial statements for either of the past two
        years therefore they have not issued an adverse opinion or a disclaimer
        of opinion, nor a report qualified or modified as to uncertainty, audit
        scope, or accounting principles.

(c)     The Registrant has not consulted with PW regarding any accounting or 
        audit matters during its two most recent fiscal years or the subsequent
        interim period prior to engaging PW.

(d)     The Registrant has provided KPMG with a copy of this report no later 
        than the date this report is filed with the Securities and Exchange
        Commission and has requested that KPMG furnish it with the letter
        described in Item 304 of Regulation S-K.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

    
(a)     Exhibit No. 16 - Letter of KPMG Peat Marwick LLP.      



 
                                  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.


                                       RULE INDUSTRIES, INC.

    
Date:  September 5, 1995               By:       /s/ Albert J. Sabbag
       -----------------                  --------------------------------------
                                          Albert J. Sabbag, Corporate Controller

EX-16

 
                     [LETTERHEAD OF KPMG PEAT MARWICK LLP]



                                       September 1, 1995


Securities and Exchange Commission
Washington, D.C.

Ladies and Gentlemen:

We were previously engaged as principal accountants to audit the consolidated 
financial statements of Rule Industries, Inc. and subsidiaries as of and for the
year ended August 31, 1995. On September 1, 1995, our appointment as principal 
accountants was terminated before we performed any audit procedures. We have 
read Rule Industries, Inc.'s statements included under Item 4 of its Form 8K 
dated September 1, 1995, and we agree with such statements.


                                       Very truly yours,

                                       /s/ KPMG Peat Marwick LLP