8-K/A

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 8-K/A-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) APRIL 22, 1996

                           DCC COMPACT CLASSICS, INC.
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             (Exact name of registrant as specified in its charter)

        COLORADO                      33-90696                    84-1046186
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(State or other jurisdiction      (Commission File              (IRS Employer
    or incorporation)                  Number)               Identification No.)

              9301 JORDAN AVENUE, SUITE 105, CHATSWORTH, CALIFORNIA
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       91311 (Address of principal executive offices, including zip code)

        Registrant's telephone number, including area code (818) 993-8822

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



ITEM 4.      CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         (a) On April 22, 1996, Henson & Company resigned its position as the
Company's auditors based on its intention to discontinue the performance of
audits for publicly-traded companies.

         (b) During the two most recent fiscal years and interim period
subsequent to December 31, 1994, there have been no disagreements with Henson &
Company on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure or any reportable events.

         (c) The report of Henson & Company for the fiscal years ended December
31, 1993 and December 31, 1994 did not contain an adverse opinion, disclaimer of
opinion, qualification, or modification as to uncertainty, audit scope or
accounting principles.

         (d) The Company has requested Henson & Company to furnish it with a
letter addressed to the Securities and Exchange Commission stating whether or
not it agrees with the statements made by the Company in response to Item 4 and,
if not, stating the respects in which it does not agree. The Company delivered a
copy of this Form 8-K report to Henson & Company on April 29, 1996. The Company
will file by amendment, as an exhibit to this Form 8-K Report, a copy of such
letter when it is received.

         (e) On April 22, 1996, the Board of Directors of the Company appointed
Winter, Scheifley & Associates, P.C. as independent auditors of the Company for
the fiscal year ended December 31, 1995, subject to approval by the
shareholders.

ITEM 7.  EXHIBITS

         (1) Letter of Henson & Company pursuant to Item 304(a)3 of
             Regulation  S-K.

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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Amendment to Report on Form 8-K to be signed
on its behalf by the undersigned hereunto duly authorized.

                                               DCC COMPACT CLASSICS, INC.

                                               By: /s/ MARSHALL BLONSTEIN
                                                   ----------------------------
                                                   Marshall Blonstein ,President

DATED: May 15, 1996

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EX-99

                                                                      EXHIBIT 99

April 26, 1996

Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549-1004
Attn: Filing Desk, Stop 1-4

Dear Sirs/Madams:

Pursuant to the request of the above mentioned Company, we affirm that we have
read and agree with the comments in Item 4 of Form 8-K for DCC Compact Classics,
Inc. (Commission file No. 0-21114) dated April 22, 1996.

Very truly yours,

/s/ HENSON & COMPANY

Henson & Company