8-K/A

                                  UNITED STATES
                       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: December 16, 1998)

                            BCAM INTERNATIONAL, INC.
         ---------------------------------------------------------------
             (exact name of registrant as specified in its charter)

         NEW YORK                     0-18109                  13-3228375
- ----------------------------  ------------------------   -----------------------
(State or other jurisdiction  (Commission File Number)   (IRS Employer
  of incorporation)                                       Identification Number

1800 WALT WHITMAN ROAD, MELVILLE, NEW YORK                       11747
- --------------------------------------------------------------------------------
(Address of principal executive office)                      (Zip code)

       Registrant's telephone number, including area code: (516) 752-3550



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


Item 4. Changes in the Registrant's Certifying Accountant

On December 16, 1998, the Board of Directors of the Company appointed J. H. Cohn
LLP, Roseland, NJ as its independent public accountants to replace Ernst & Young
LLP, who were dismissed. In November 1998, Drew Shoe Corporation ("Drew"), a
significant subsidiary of the Company, appointed Hays & Company, New York, NY as
its independent auditors. It is expected that J.H. Cohn LLP will state reliance
on Hays & Company's audit of the financial statements of Drew as of and for the
year ending December 31, 1998 with respect to JH Cohn LLP's report on the audit
of the Company's financial statements as of and for the year ending December 31,
1998.

The reports of Ernst & Young LLP on the Company's financial statements for the
past two fiscal years did not contain an adverse opinion or a disclaimer of
opinion and were not modified as to uncertainty, audit scope or accounting
principles.

During the Company's two most recent fiscal years and for the interim period
ended September 30, 1998, the Company has not consulted J.H. Cohn LLP with
respect to the application of accounting principles to a specified completed or
proposed transaction, or the type of audit opinion that might be rendered on the
Company's financial statements.

During Drew's two most recent fiscal years and for the interim period ended
September 30, 1998, Drew has not consulted Hays and Company with respect to the
application of accounting principles to a specified completed or contemplated
transaction, or the type of audit opinion that might be rendered on Drew's
financial statements.

In connection with the audits of the Company's financial statements for each of
the two fiscal years ended December 31, 1997 and in the subsequent interim
period, there were no disagreements with Ernst & Young LLP on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures which, if not resolved to the satisfaction of Ernst & Young
LLP would have caused Ernst & Young LLP to make reference to the matter in their
report. In connection with its audit of the financial statements for the year
ended December 31, 1997, Ernst & Young LLP has advised the Company that the
Company's internal control structure design is deficient principally due to a
lack of adequate segregation of duties and adequate systems and information
output. The audit committee of the board of directors discussed the subject
matter of each of the internal control deficiencies with Ernst & Young LLP. The
Company has authorized Ernst & Young LLP to respond fully to the inquiries of
the successor accountant concerning the subject matter of each deficiency.

The Company has requested Ernst & Young LLP to furnish it a letter addressed to
the Commission stating whether it agrees with the above statements. A copy of
that letter, dated January 7, 1999, is filed as Exhibit 16a to this Form 8-K/A.

In connection with the audit of the financial statements of Drew, a significant
subsidiary of the Company, for the year ended December 31, 1996, there were no
disagreements with J.H. Cohn LLP on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope and procedure,
which, if not resolved to the satisfaction of J.H. Cohn LLP would have caused
them to make reference to the subject matter in connection with their report.


Exhibits:

      16a. Letter of Ernst & Young LLP (amended herewith)
      16b. Letter of JH Cohn LLP (previously filed)

                                   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.

                                    BCAM INTERNATIONAL, INC.


                                    By: /s/ Michael Strauss
                                        ----------------------------------------
                                        Michael Strauss, President
                                        Chairman of the Board and
                                        Chief Executive Officer

Date: January 7, 1999

EX-16.A

                                   EXHIBIT 16a

January 7, 1999

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

Gentlemen:

We have read Item 4 of Form 8-K/A dated January 7, 1999 of BCAM International,
Inc. and are in agreement with the statements contained in the second, fifth and
sixth paragraphs on page 2. We have no basis to agree or disagree with other
statements of the registrant contained therein.

Regarding the Registrant's statement concerning the lack of internal control
included in the fifth paragraph on page 2 therein, we had considered such matter
in determining the nature, timing and extent of procedures performed in our
audit of the December 31, 1997 financial statements.


                                          /s/ Ernst & Young LLP

EX-16.B

                                   EXHIBIT 16b

December 22, 1998

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

Gentlemen:

We have read the statements made by BCAM International, Inc. ("BCAM") that are
included pursuant to Item 4 of BCAM's Form 8-K Current Report dated December 22,
1998. At the request of BCAM we hereby state that we agree with the statements
included in the first, third and seventh paragraphs of Item 4 that relate to our
Firm; there is no basis on which our Firm can agree or disagree with any other
statement made by BCAM in such report.


                                          /s/ JH Cohn LLP