SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 8-K/A

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) March 1, 2004
                                                         (February 27, 2004)

                           RCG COMPANIES INCORPORATED
             (Exact name of registrant as specified in its charter)

        Delaware                        1-8662                   23-2265039
----------------------------       ----------------          ------------------
(State or other jurisdiction       (Commission File            (IRS Employer
    or incorporation)                   Number)              Identification No.)

         6836 Morrison Blvd., Suite 200, Charlotte, North Carolina 28211
         ---------------------------------------------------------------
          (Address of principal executive offices, including zip code)

Registrant's telephone number, including area code (704) 366-5054

          (Former name or former address, if changed since last report)



Item 4. Changes In Registrant's Certifying Accountant

      On February 26, 2004 RCG Companies Incorporated (the "Company") acted to
dismiss Crisp Hughes Evans LLP ("CHE") as its independent auditors. This
determination followed the Company's decision to seek proposals from independent
accountants to audit its financial statements, and was approved by the Company's
Board of Director's upon the recommendation of its Audit Committee. The decision
to terminate the Company's relationship with CHE did not involve a dispute with
the Company over accounting policies or practices.

      The independent audit report of CHE on the consolidated financial
statements of the Company as of and for the fiscal years ended June 30, 2003 and
2002 did not contain any adverse or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope, or accounting principles. During the
two fiscal years ended June 30, 2003, and during the period from that date to
February 26, 2004, there were no disagreements with CHE 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
CHE, would have caused CHE to make reference to the subject matter of the
disagreements in connection with its report.

      In the Report to the Audit Committee as of June 30, 2003, CHE recommended
the Company hire a Chief Financial Officer. The Company informed CHE that it was
conducting an executive search for a CFO and a CFO was subsequently hired. No
other reportable event described under Item 304(a)(1)(v) of Regulation S-K
occurred within the two fiscal years ended June 30, 2003 and during the period
from that date to February 26, 2004.

      CHE has reviewed the preceding statements, and a copy of this response is
attached hereto as Exhibit 99.1.

                                   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.

                                        RCG COMPANIES INCORPORATED


Date: March 1, 2004                     By: /s/ William W. Hodge
                                           -------------------------------------
                                           Name: William W. Hodge
                                           Its: Chief Financial Officer