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 Act of 1934



Date of Report (Date of earliest event reported)    May 22, 1998
                                                -------------------------------



                          PREMIER LASER SYSTEMS, INC.
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         California                       0-25242                33-0472684
- ----------------------------     ------------------------    -------------------
(State or other jurisdiction     (Commission File Number)     (I.R.S. Employer
      of incorporation)                                      Identification No.)


                    3 Morgan, Irvine, California                    92618
              ----------------------------------------           ----------
              (Address of principal executive offices)           (Zip Code)


Registrant's telephone number, including area code    (714) 859-0656
                                                   -----------------------------



                                 Not Applicable
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

 
Item 4.   Changes in Registrant's Certified Accountant.

     This Amendment to Current Report on Form 8-K is filed for the purpose of
filing the letter by the Registrant's former accountants, Ernst & Young, LLP,
which is required to be filed in connection with the Registrant's disclosure
concerning changes in the Registrant's Certified Accountant.  Such letter is
attached hereto as Exhibit 16.


Item 7.   Financial Statements and Exhibits.

     (c)  Exhibits
          --------

          16        Letter of Ernst & Young, LLP


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.

                              PREMIER LASER SYSTEMS, INC.

                              /s/ COLETTE COZEAN
June 15, 1998                 ---------------------------------------
                              Colette Cozean, Chief Executive Officer


                                      -2-

 
                                 EXHIBIT INDEX


     Exhibit No.              Description
     -----------              -----------

       16                Letter of Ernst & Young, LLP



                                      -3-

EX-16

 
                                                                      EXHIBIT 16

                       [LETTERHEAD OF ERNST & YOUNG LLP]



June 11, 1998



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

Gentlemen:

We have read Item 4 of Form 8-K, dated May 22, 1998, of Premier Laser Systems, 
Inc. (the Registrant) and believe the disclosures therein do not fully and 
adequately describe the following matters:

1.  Revenue recognized in December 1997 - By April 21, 1998 Ernst & Young LLP
    -----------------------------------
    (E&Y) had concluded and reported to the Registrant that the recognition of
    $2.4 million of revenue from a recorded transaction with a new distributor
    was inappropriate and that the Registrant's third quarter financial
    statements must be restated. E&Y had concluded the $2.4 million transaction,
    which involved the movement of dental lasers and related products to the
    warehouse of a freight forwarder located in Irvine, California, represented
    a bill and hold transaction for which revenue recognition was not
    appropriate at December 31, 1997. Among other reasons for reaching this
    conclusion were the following: (a) the distributor did not acknowledge
    ordering the goods; (b) movement of the goods to and from the freight
    forwarder's warehouse was controlled by the Registrant; (c) the Registrant
    held the sales invoices and did not present them to the distributor for an
    extended period of time; (d) the distributor has not accepted or taken
    delivery of the goods from the Irvine, California warehouse; (e) the
    Registrant had no written documentation in support of its assertion that the
    buyer requested the transaction be on a bill and hold basis; (f) the
    Registrant had no written documentation of a fixed delivery schedule or
    fixed timing for payment to be due from the buyer. At the request of
    management and the Board of Directions, E&Y agreed to consider the effects
    on that decision of any new information that management might provide in the
    future. No information relevant to that decision was provided. On April 24,
    1998 E&Y recommended to the Board of Directors that a committee of the Board
    of Directors, comprised solely of independent directors and aided by
    independent legal counsel, be formed to oversee and conduct, respectively, a
    further investigation to determine the circumstances that permitted the
    recording of this transaction.

 
ERNST & YOUNG LLP


June 11, 1998
Securities and Exchange Commission                                       Page 2

2.  Scope of investigation - In meetings held with management on April 21, 1998,
    ----------------------
    the Board of Directors on April 24, 1998, and special counsel on May 6,
    1998, E&Y recommended that the scope of the investigation by the special
    committee and special counsel include revenue transactions recorded in the
    three quarters of fiscal 1998 and in the prior fiscal year. E&Y identified
    to each of the aforementioned parties several specific revenue transactions
    recorded on or about March 31, 1997 that prompted such recommendation.
    However, through May 22, 1998, the scope of special counsel's investigation
    had been limited to the transaction discussed in 1. above and, therefore,
    E&Y does not believe the scope of the investigation complied with our
    recommendations.

3.  Other matters - Access to E&Y's audit workpapers for the year ended March 
    -------------
    31, 1997 was requested by special counsel on May 6, 1998 and granted by
    E&Y on May 13, 1998.  Independent accountants retained by special counsel
    reviewed such workpapers on May 18, 1998.

We agree with the statements contained in the first, second, third, fourth and
eighth paragraphs of Item 4.  We have no basis to agree or disagree with 
statements contained in the seventh and eighth sentences of the fifth paragraph
and the second and third sentences of the seventh paragraph.

                                                   /s/ ERNST & YOUNG LLP