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):
                                JANUARY 5, 1998


                               CODA ENERGY, INC.
            (Exact Name of Registrant as Specified in its Charter)



State of Delaware                    0-10955                      75-1842480
  (State or Other             (Commission File Number)         (IRS Employer
Jurisdiction of Incorporation)                              Identification No.)

                              5735 Pineland Drive
                                   Suite 300
                             Dallas, Texas  75231
              (Address of principal executive offices) (Zip Code)



      Registrant's telephone number, including area code: (214) 692-1800

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Item 4.  Changes in Registrant's Certifying Accountant
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  (a) Effective January 5, 1998, Coda Energy, Inc. ("Coda") dismissed its prior
certifying accountants Ernst & Young LLP ("E&Y") and retained as its new
certifying accountants, Arthur Andersen LLP ("AA"), the certifying accountant of
Coda's new parent company, Belco Oil & Gas Corp. ("Belco"). The decision to
change accountants was recommended by the management of Belco and approved by
the Audit Committee of the Board of Directors of Belco.

  E&Y's report on Coda's financial statements during the two most recent fiscal
years contained no adverse opinion or a disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope or accounting principles.

  During the two most recent fiscal years and all subsequent interim periods to
the date hereof, there were no disagreements between Coda and E&Y 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 E&Y, would have caused it to make a reference to the subject
matter of the disagreements in connection with its reports.

  None of the "reportable events" described in Item 304(a)(1)(v) of Regulation
S-K occurred with respect to Coda within the two most recent fiscal years and
all subsequent interim periods to the date hereof.

  (b) Effective January 5, 1998, Coda engaged AA as its principal accountants.
During the two most recent fiscal years and all subsequent interim periods to
the date hereof, neither Coda nor anyone on Coda's behalf consulted with AA
regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii)
of Regulation S-K.

Item 7.  Financial Statements and Exhibits
         ---------------------------------

  (a)      Financial statements of businesses acquired.

                Not Applicable.

  (b)      Pro Forma Financial Information.

                Not Applicable.

  (c)      Exhibits.

16.1     Letter from Ernst & Young LLP regarding change in certifying
         accountant.
         

 
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                                   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.

Date: January 9, 1998                    CODA ENERGY, INC.


                                         By:    \s\ Grant W. Henderson
                                            -----------------------------------
                                                Grant W. Henderson
                                                President and
                                                Chief Financial Officer

 
                                 EXHIBIT INDEX


                                                                        PAGE NO.

16.1   Letter from Ernst & Young LLP regarding change in certifying 
       accountant

EX-16

 
                                                                    EXHIBIT 16.1

January 9, 1998


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

Gentlemen:

We have read Item 4 of Form 8-K dated January 9, 1998 of Coda Energy, Inc. and
are in agreement with the statements contained in paragraph (a) on page 2
therein, in so far as they relate to our firm. We have no basis to agree or
disagree with other statements of the registrant contained therein.

                                       /s/ Ernst & Young LLP