8-K

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                                     
                                     
                                     
                                     
                                     
                                FORM 8-K/A
                              AMENDMENT NO.1
                                     
                                     
                              CURRENT REPORT
                  Pursuant To Sections 13 or 15(d) of the
                      Securities Exchange Act of 1934
                                     
                                     
                              March 16, 1999
             Date of Report (Date of Earliest Event Reported)
                                     
                                     
                           Nu-Kote Holding, Inc.
            (Exact Name of Registrant as Specified in Charter)
                                     

       Texas                   0-20287                 16-1296153
  (State of Other            (Commission             (IRS Employer
    Jurisdiction             File Number)         Identification No.)
 of Incorporation)

                              200 Beasley Dr.
                        Franklin, Tennessee  37064
           (Address and Zip Code of Principal Executive Offices)
                                     
                                     
                              (615) 794-9000
           (Registrant's Telephone Number, Including Area Code)



     This Amendment No. 1 to Form 8-K amends and supplements the current
report on Form 8-K dated March 16, 1999, filed with the Securities and
Exchange Commission on March 29, 1999 (the "Form 8-K") of Nu-kote Holding,
Inc.  Capitalized terms used herein have the meanings ascribed to such
terms in the Form 8-K unless otherwise defined herein.


ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS

     On January 22, 1999 Nu-kote filed a motion with the Bankruptcy Court
to employ PricewaterhouseCoopers LLP as the principal accountants to audit
its consolidated financial statements.  Such firm has been engaged in that
capacity prior to the filing by Nu-kote for protection under Chapter 11 of
the Bankruptcy Code on November 6, 1998.

     The U.S. Trustee's office objected to the engagement of
PricewaterhouseCoopers LLP, and on March 16, 1999 a hearing was held in the
Bankruptcy Court to determine whether Nu-kote would be permitted to engage
such firm.  At that hearing, the Bankruptcy Court denied the motion to
employ PricewaterhouseCoopers LLP.  The Bankruptcy Court ruled that such
firm was disqualified from acting in such capacity due to a conflict of
interest.  Such conflict resulted from the merger of Coopers & Lybrand
("C&L") and Price Waterhouse ("PW") on July 1, 1998.  Prior to the merger,
C&L was the principal accountant to audit Nu-kote's consolidated financial
statements.  Prior to the merger, PW acted, and continues to act, as a
financial advisor to Nu-kote's secured bank lending group.  As a result of
the Bankruptcy Court's ruling, Nu-kote is currently without an auditing
firm.

     The report of Coopers & Lybrand L.L.P. included in the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 1998 stated
that, because of various factors, there was substantial doubt about the
Company's ability to continue as a going concern.  Otherwise, the reports
of Coopers & Lybrand L.L.P. for the fiscal years ended March 31, 1998 and
1997 contained no adverse opinion or disclaimer of opinion and were not
modified as to uncertainty, audit scope or accounting principle.

     The decision to change accountants was not recommended or approved by
Nu-kote's Board of Directors.  During the two most recent fiscal years and
through March 16, 1999 there have not been any disagreements between the
Company and PricewaterhouseCoopers LLP 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
Coopers & Lybrand L.L.P. would have caused them to make reference thereto
in their report on the consolidated financial statements for such years.

                                SIGNATURES
                                     
     Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

                                   Nu-kote Holding, Inc.




Dated: April 23, 1999              By:  /S/PHILLIP L. THEODORE
                                        ---------------------------
                                        Phillip L. Theodore,
                                        Vice President and
                                        Chief Financial Officer



                               EXHIBIT INDEX
                                     
                                     
EXHIBIT
  NO.          DESCRIPTION
- -------        -----------

* 99.1         Press Release issued by Nu-Kote on
               November 6, 1998.
**99.2         Letter from PricewaterhouseCoopers LLP.




*  Previously filed
**Filed herewith.

EX-99.2

April 22, 1999


Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C.  20549

Commissioners:

We have read the statements made by Nu-kote Holding, Inc. (copy attached),
which we understand will be filed with the Commission, pursuant to Item 4
of Form 8-K, as part of the Company's Form 8-K/A Amendment No. 1 report for
the month of March 1999.  We agree with the statements concerning our Firm
in such Form 8-K/A Amendment No. 1.

Very truly yours,




/S/PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP



                                ATTACHMENT
                                     

     On January 22, 1999 Nu-kote filed a motion with the Bankruptcy Court
to employ PricewaterhouseCoopers LLP as the principal accountants to audit
its consolidated financial statements.  Such firm has been engaged in that
capacity prior to the filing by Nu-kote for protection under Chapter 11 of
the Bankruptcy Code on November 6, 1998.

     The U.S. Trustee's office objected to the engagement of
PricewaterhouseCoopers LLP, and on March 16, 1999 a hearing was held in the
Bankruptcy Court to determine whether Nu-kote would be permitted to engage
such firm.  At that hearing, the Bankruptcy Court denied the motion to
employ PricewaterhouseCoopers LLP.  The Bankruptcy Court ruled that such
firm was disqualified from acting in such capacity due to a conflict of
interest.  Such conflict resulted from the merger of Coopers & Lybrand
("C&L") and Price Waterhouse ("PW") on July 1, 1998.  Prior to the merger,
C&L was the principal accountant to audit Nu-kote's consolidated financial
statements.  Prior to the merger, PW acted, and continues to act, as a
financial advisor to Nu-kote's secured bank lending group.  As a result of
the Bankruptcy Court's ruling, Nu-kote is currently without an auditing
firm.

     The report of Coopers & Lybrand L.L.P. included in the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 1998 stated
that, because of various factors, there was substantial doubt about the
Company's ability to continue as a going concern.  Otherwise, the reports
of Coopers & Lybrand L.L.P. for the fiscal years ended March 31, 1998 and
1997 contained no adverse opinion or disclaimer of opinion and were not
modified as to uncertainty, audit scope or accounting principle.

     The decision to change accountants was not recommended or approved by
Nu-kote's Board of Directors.  During the two most recent fiscal years and
through March 16, 1999 there have not been any disagreements between the
Company and PricewaterhouseCoopers LLP 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
Coopers & Lybrand L.L.P. would have caused them to make reference thereto
in their report on the consolidated financial statements for such years.