8-K/A

   1
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                     AMENDED

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                       Securities and Exchange Act of 1934


Date of Report (Date of earliest event reported):    July 22, 1996

                              BT Energy Corporation

             (Exact name of registrant as specified in its charter)


       Delaware                      0-12435               31-1062127

(State or other jurisdiction       (Commission           (IRS Employer
    of incorporation)              File Number)        Identification No.)


          6505 Rockside Road, Suite 325, Independence, Ohio 44131-2342

                    (Address of principal executive offices)


        Registrant's telephone number, including area code: 216-573-6500


                                       N/A

          (Former name or former address, if changed since last report)
   2
         ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

         (c) Exhibits.

         16.1 Letter of Coopers & Lybrand L.L.P., dated August 23, 1996.
   3
                                   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.



                                      BT Energy Corporation



Date: August 23, 1996            By: /s/ A.T. Stautberg, Jr., Pres.
                                     -------------------------------------
                                       A.T. Stautberg, Jr., Pres.


   4

                                EXHIBIT INDEX

         16.1 Letter of Coopers & Lybrand L.L.P., dated August 23, 1996.

EX-16.1

   1
                         [COOPERS & LYBRAND LETTERHEAD]



August 23, 1996



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


Gentlemen:

We have read the statements made by BT Energy Corporation (copy attached), which
we understand has been filed with the Commission, pursuant to Item 4 of Form
8-K, as part of the Company's Form 8-K report which was filed August 15, 1996.
We do not agree with certain statements made in that filing, as follows:

     . The Registrant indicated that Coopers & Lybrand was in the process of
       completing the annual audit of the Registrant for the year ended December
       31, 1995. Please be advised that we were in the process of performing the
       procedures we had planned for the audit, and had not finalized our audit
       work in various areas related to the Company's financial statements and
       account balances.

     . The Registrant indicated that our opinions were qualified as to the
       Registrant's ability to continue as a going concern for the years ended
       December 31, 1994 and 1993. Our opinions were not qualified, but had been
       modified to include an explanatory paragraph expressing uncertainty about
       the Company's ability to continue as a going concern.

An additional event that should have been reported by the Company is that in the
course of planning our audit, we advised the management of Halwell Company, Inc.
(an affiliated Company through ownership in BT Energy Corporation) which
performs among other activities, accounting and reporting functions on behalf
of, and under contract with, the Registrant, that in the absence of mitigating
information provided by the Company, our report on the Company's December 31,
1995 financial statements would be modified to include an explanatory paragraph
expressing uncertainty about the Company's ability to continue as a going
concern.

Very truly yours,


/s/ Coopers & Lybrand L.L.P.
- ----------------------------
    Coopers & Lybrand L.L.P.