8-K/A

                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) January 5, 1996


                 FISCHER-WATT GOLD COMPANY, INC.
        (Exact name of registrant as specified in charter)


           NEVADA               0-17386            88-0227654
(State or other jurisdiction  (Commission      (I.R.S. Employer
      of incorporation)       file number)    Identification No.)

   1410 Cherrywood Drive    Coeur d'Alene, Idaho      83814
     (Address of principal executive offices)      (Zip Code)

Registrant's telephone number, including area code  208-664-6757


 
Item 4.   Changes in Registrant's Certifying Accountant

     (a)  By letter dated January 5, 1996,  Arthur Andersen LLP
notified Fischer-Watt Gold Company, Inc., of confirmation  that
the client-auditor relationship between Fischer-Watt Gold Company,
Inc.,  and Arthur Andersen LLP had ceased.  Since Fischer-Watt
Gold Company, Inc., did not dismiss Arthur Andersen LLP as its
auditors, Fischer-Watt Gold Company, Inc., has treated such letter
as a resignation.

     (b)  During the two most recent fiscal years and the interim
period subsequent to January 31, 1995, there have been no
disagreements with Arthur Andersen LLP on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure.

     (c)  The board of directors of Fischer-Watt Gold Company,
Inc., has not recommended or approved a change in accountants.

     (d)  Arthur Andersen LLP's reports on the financial
statements for the past two years contained no adverse opinion or
disclaimer of opinion, nor was it qualified or modified as to
audit scope or accounting principles except as follows:

          The Report of Independent Public Accountants on the      
financial statements of Fischer-Watt Gold Company, Inc.  as      
of and for the two years ended January 31, 1995 was modified      
to refer to "The accompanying financial statements have been      
prepared assuming that the Company will continue as a going      
concern.  As discussed in Note 1 to the financial      
statements, the Company has suffered recurring losses from      
operations and has had negative cash flow from operations      
that raise substantial doubt about its ability to continue      
as a going concern.  Management's plans in this regard to      
these matters are also described in Note 1.  The financial      
statements do not include any adjustments that might result      
from the outcome of this uncertainty."

     (e)  As required by Item 304 of Regulation S-B, the Registrant 
has requested that Arthur Andersen LLP furnish it with a letter 
addressed to the SEC stating whether it agrees with the above 
statements or, if not, stating the respects in which it does 
not agree. Such letter from Arthur Andersen LLP dated January 10, 1996
is filed as Exhibit 2.16 to this Form 8-K/A.

     (f)  Exhibits

Item      601 Code        Exhibit

1          16       Letter of Arthur Andersen LLP pursuant to
                    Regulation S-B Item 304 (a)(3) filed as Exhibit
                    1.16 to Form 8-K filed January 9, 1996 and 
                    incorporated herein by reference.

2          16       Letter dated January 10, 1996 wherein Arthur
                    Andersen LLP stated that it is in agreement 
                    with the statements in Item 4 included in the 
                    Form 8-K of Fischer-Watt Gold Company, Inc., 
                    filed January 9, 1996. 


                           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.

                                  Fischer-Watt Gold Company, Inc.


Dated:  January 11, 1996          /s/   George Beattie, President 

EX-16

                             ARTHUR
                            ANDERSEN

                    ARTHUR ANDERSEN & CO. SC



January 10, 1996                       Arthur Andersen LLP
                                       Suite 300
                                       One Capitol Mall
                                       Sacramento CA 95814-3229
                                       916-442-0501


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

Ladies and Gentlemen:

We have read Item 4 included in the Form 8-K dated January 5,1996, 
of Fischer-Watt Gold Company, Inc. filed on January 9,1996, 
with the Securities and Exchange Commission and are in agreement 
with the statements contained therein.

Very truly yours,

ARTHUR ANDERSEN LLP


By /s/ Richard J. Blumenfeld