8-K

 
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K
                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 16, 1999



                             CEC RESOURCES LTD.
          ------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)
 

        Alberta                      1-13630                     98-0018241
- ------------------------           ------------              -------------------
     (State or other               (Commission                (I.R.S. Employer
      jurisdiction                 File Number)              Identification No.)
     of incorporation)


          1605, 700 6th Avenue S.W., Calgary, Alberta, Canada    T2P 0T8
       ----------------------------------------------------------------------
            (Address of principal executive offices)            (Zip Code)

Registrant's telephone number:  (403) 265-7605

                                      -1-

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

     The Board of Directors of CEC Resources Ltd. (the "Company") proposes that
the independent auditors for the fiscal year ended November 30, 1999 be Arthur
Andersen LLP.  Under laws of the Province of Alberta, the appointment of
independent auditors of the Company is made by the Company's shareholders.  The
proposal to appoint Arthur Andersen LLP will be presented at the Company's 1999
Annual Meeting of shareholders scheduled to be held on May 18, 1999.

     PricewaterhouseCoopers LLP were engaged as the Company's independent
auditors for the 1998 fiscal year.  On April 16, 1999, the Company, upon
approval of its Board of Directors, determined that the appointment of
PricewaterhouseCoopers LLP should not be renewed and that Arthur Andersen LLP
should be proposed to the Company's shareholders as the Company's independent
auditors for the Company's 1999 fiscal year.  The President and Chief Executive
Officer of the Company, as well as the Chief Financial Officer, both of whom
joined the Company during the last half of the fiscal 1998 year, have a previous
relationship with Arthur Andersen LLP as a result of work at another oil and gas
company.  In addition, Arthur Andersen LLP has proposed a fee structure for the
year-end audit, quarterly reviews, and accounting consultation that is
economically beneficial to the Company.  During the Company's two most recent
years and subsequent interim period preceding this determination, there were no
disagreements with the former auditors on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure.  The
auditors' report during the Company's two most recent years preceding this
determination did not contain an adverse opinion or disclaimer of opinion and
was not qualified or modified as to uncertainty, audit scope or accounting
principles.

                                      -2-

 
Item 7.  Financial Statements and Exhibits.
- ------------------------------------------ 

(c) Exhibit

    16.1     Letter dated  April 16, 1999, from PricewaterhouseCoopers 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 duly authorized.



                                    CEC RESOURCES LTD.
                                    (Registrant)



Date:  April 20, 1999        By:   /s/ Kevin D. Struzeski
                                  -------------------------------------
                                  Kevin D. Struzeski, Treasurer

                                      -3-

 
                                 EXHIBIT INDEX
                                 -------------


Exhibit No.    Document
- -----------    --------

    16.1       Letter dated April 16, 1999, from PricewaterhouseCoopers LLP.

                                      -4-

EX-16.1

 
                  [LETTERHEAD OF PRICEWATERHOUSECOOPERS LLP]

                                                                    Exhibit 16.1

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


April 16, 1999


Gentlemen:

We have read the statements made by CEC Resources Ltd. (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 report for the month of April 1999. We agree with
the statements concerning our Firm in such Form 8-K.

Very truly yours,

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Chartered Accountants

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