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)

                                  June 21, 2004
               --------------------------------------------------



                       Avalon Correctional Services, Inc.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)


     Nevada                       0-20307                   13-3592263
- ------------------------------------------------------------------------------
   (State or other jurisdiction (Commission File No.)      (IRS Employer
     of incorporation)                                  Identification No.)


                  13401 Railway Drive, Oklahoma City, OK 73114
              -----------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                  405-752-8802
              -----------------------------------------------------
              (Registrant's telephone number, including area code)



                                        1



                    INFORMATION TO BE INCLUDED IN THE REPORT


Item 4.  Changes in the Registrant's Certifying Accountant.

     The Audit  Committee  of the  Board of  Directors  of  Avalon  Correctional
Services,  Inc.  (the  "Company")  determined on June 21, 2004 to appoint Cole &
Reed, P.C., ("Cole & Reed") to serve as the Company's  independent  auditors for
the fiscal year ending December 31, 2004. Grant Thornton LLP ("Grant  Thornton")
served as the Company's independent auditors for the fiscal years ended December
31, 2003 and 2002. On June 21, 2004, the Audit Committee  approved the dismissal
of Grant Thornton as the Company's independent auditors.

     Grant  Thornton's  audit  reports on the Company's  consolidated  financial
statements as of and for each of the years ended  December 31, 2003 and 2002 did
not contain an adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty,  audit scope or accounting principles except that
the 2002 report did contain an explanatory paragraph relating to the restatement
of the 2002 consolidated  financial  statements to amortize contract intangibles
in accordance with SFAS No. 142. In connection with the audits of the two fiscal
years  ended  December  31, 2003 and 2002,  and the  subsequent  interim  period
through June 21, 2004,  there were no  disagreements  with Grant Thornton on any
matter of accounting principle or practice,  financial statement disclosure,  or
auditing  scope  or  procedure,  which  disagreements,  if not  resolved  to the
satisfaction  of Grant  Thornton,  would  have  caused  Grant  Thornton  to make
reference to the subject matter of the  disagreements  in connection  with Grant
Thornton's reports on the Company's  consolidated  financial  statements.  There
were no reportable  events as defined in Item  304(a)(1)(v)  of  Regulation  S-K
(each a "Reportable  Event")  during the years ended  December 31, 2003 and 2002
and through the date hereof.

     The  Company   provided  Grant  Thornton  with  a  copy  of  the  foregoing
disclosures.  The Company  requested  that Grant  Thornton  provide its response
letter, addressed to the Securities and Exchange Commission,  stating whether it
agreed  with the  statements  made by the  Company in response to Item 304(a) of
Regulation  S-K and,  if not,  stating  the  aspect in which it does not  agree.
Attached as Exhibit 16.1 is a copy of Grant  Thornton's  letter,  dated June 30,
2004.

During the years ended  December  31, 2003 and 2002 and through the date hereof,
the Company did not consult Cole & Reed with respect to (i) the  application  of
accounting principles to any specific transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the  Company's  financial
statements,  nor was  any  written  or oral  advice  provided  that  Cole & Reed
concluded  was an  important  factor  considered  by the  Company in  reaching a
decision as to an accounting,  auditing or financial reporting issue or (ii) any
matter which was either the subject of a disagreement  with Grant Thornton,  the
prior certifying accountant, or a Reportable Event.

                                        2




Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

        (c) Exhibits.

        Exhibit 16.1  Letter from Grant Thornton LLP dated June 30, 2004
                      (filed herewith).



                                                     SIGNATURE

     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, thereunto duly authorized.


                               AVALON CORRECTIONAL SERVICES, INC.

                                       s// Donald E.  Smith
                               DONALD E. SMITH
                               Chairman of the Board and Chief Executive Officer

                               Dated:   June 30, 2004



                                       3



                            Exhibit 16.1 to Form 8-K


June 30, 2004

Securities and Exchange Commission
Washington, D.C.  20549

Re:      Avalon Correctional Services, Inc.
         File No. 0-20307




Dear Sir or Madam:

     We have read Item 4 of the Form 8-K/A of Avalon Correctional Services, Inc.
dated June 21, 2004, and agree with the statements concerning our Firm contained
therein.

Very truly yours,


GRANT THORNTON LLP



                                        4