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



                                October 30, 1997
                                (Date of Report)





                    ADVANCED AERODYNAMICS & STRUCTURES, INC.
             (Exact Name of Registrant as Specified in its Charter)


                           Commission File No. 000-21749


                                   California
                          (State or Other Jurisdiction
                                of Incorporation)
                                   95-4257380
                        (IRS Employer Identification No.)
                             3501 Lakewood Boulevard
                          Long Beach, California 90808
                    (Address of Principal Executive Offices)


                                 (562) 938-8618
                          (Registrant's Telephone No.)




                                                      





Item 4.  Changes in Registrant's Certifying Accountant.

     (a) Previous independent accountants.

     (1) On October 24, 1997, the Registrant  dismissed Price  Waterhouse LLP as
its independent accountants.

     (2) The report of Price Waterhouse LLP on the financial  statements for the
past fiscal year contained no adverse  opinions or disclaimer of opinion and was
not  qualified  or  modified  as  to  uncertainty,  audit  scope  or  accounting
principle. The report for the fiscal year 1995 contained a modification relating
to the Registrant's ability to continue as a going concern.

     (3) The Registrant's Audit Committee and Board of Directors participated in
and approved the decision to change independent accountants.

     (4) In connection  with its audits for the two most recent fiscal years and
through October 24,1997,  there have been no disagreements with Price Waterhouse
LLP on any matter of accounting  principles or  practices,  financial  statement
disclosure, or auditing scope or procedure,  which disagreements if not resolved
to the  satisfaction  of Price  Waterhouse  LLP would have  caused  them to make
reference thereto in their report on the financial statement for such years.

     (5) The Registrant has requested that Price  Waterhouse LLP furnish it with
a letter  addressed  to the SEC stating  whether or not it agrees with the above
statements.  A copy of such letter,  dated October 30, 1997, is filed as Exhibit
16 to this Form 8-K.

     (b)  New independent accountants.

     (1)  The  Registrant  engaged  Ernst &  Young  LLP as its  new  independent
accountants as of October 24, 1997.

     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.

Dated:  October 30, 1997                ADVANCED AERODYNAMICS & STRUCTURES, INC.



                                        By: /s/ Carl L. Chen
                                           ------------------------------------
                                           Carl L. Chen, President