UNITED STATES

                      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):  December 26, 1996

                               APACHE GROUP, INC.

             (Exact name of Registrant as specified in its charter)

         Florida                                           65-023-2181
- -------------------------------                       -----------------------
(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                          Identification No.)

                                   33-43417-A
                               ------------------
                            (Commission File Number)

3025 N.E. 188th Street
North Miami Beach Florida                                     33180
- ------------------------------                             ------------
(Address of principal executive                             (Zip Code)
offices)


       Registrant's telephone number, including area code: (305) 933-3678
                                                           --------------


















ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

Friedman,  Cohen,  Taubman & Company was dismissed as APACHE GROUP,  INC.'s (the
"Company")  certified public accountants  responsible for auditing the Company's
financial  statements,   effective  immediately.   Friedman,  Cohen,  Taubman  &
Company's  reports  for the  last  two  years  contained  no  adverse  opinions,
disclaimers,  or qualifications or modifications as to uncertainty,  audit scope
or  accounting  principles,  and during such two year period and the  subsequent
interim  period  since then,  there have been no  disagreements  with  Friedman,
Cohen,  Taubman & Company on any matter of  accounting  principles or practices,
financial  statement  disclosure or auditing  scope or procedure  which,  if not
resolved to the satisfaction of Friedman, would have caused it to make reference
to the subject matter of the disagreement,  in connection with Friedman,  Cohen,
Taubman & Company its reports. The decision to dismiss Friedman,  Cohen, Taubman
& Company was approved by the Board of Directors.


                                   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 thereunto duly authorized.


 APACHE GROUP, INC.

Dated: February 13, 1997


By  /s/ Mark Osheroff
   ------------------------

Mark Osheroff
Chief Executive Officer