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                                                                  EXHIBIT 99.1



                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



                                    FORM 8-K



                            CURRENT REPORT PURSUANT
                         TO SECTION 13 OR 15(b) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



Date of report (Date of earliest event reported)       August 20, 1997
                                                -------------------------------


                         WATERMARC FOOD MANAGEMENT CO.
- -------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


                                     TEXAS
- -------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)


             0-20143                                  74-2605598
- -------------------------------------   ---------------------------------------
     (Commission File Number)            (I.R.S. Employer Identification No.)


11111 Wilcrest Green, Suite 350, Houston, Texas         77042
- -------------------------------------------------------------------------------
   (Address of Principal Executive Offices)           (Zip Code)


                                 (713) 783-0500
- -------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


                                 Not Applicable
- -------------------------------------------------------------------------------
         (Former name or Former Address, if Changed Since Last Report)
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                     INFORMATION INCLUDED IN REPORT ON 8-K


ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

On August 20, 1997, Coopers & Lybrand L.L.P. resigned as Registrant's principal
independent accountant (hereafter referred to as "former principal
accountant"). The former principal accountant's report dated September 27, 1996
on the Registrant's financial statements for the fiscal years ended June 30,
1996 and July 2, 1995 was unqualified.

The decision to change accountants was approved by the Audit Committee of
Registrant's Board of Directors.

During Registrant's two most recent fiscal years preceding the former principal
accountant's resignation, there were no disagreements with the former principal
accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.

On August 26, 1997, Registrant engaged Mann Frankfort Stein & Lipp, P.C. as its
new principal accountant to audit Registrant's financial statements for the
fiscal year ended June 29, 1997.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

The former principal accountant's letter addressed to the Securities and
Exchange Commission regarding this report is attached hereto as Exhibit 16.


                                   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.


                                        Watermarc Food Management Co.
                                ------------------------------------------
                                                (Registrant)

Date    August 27, 1997         By  /s/
    ------------------------      ----------------------------------------
                                                 (Signature)


                                By      Ghulam M. Bombaywala
                                  -----------------------------------------


                                Title   Chief Executive Officer
                                     --------------------------------------
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                               INDEX TO EXHIBITS


EXHIBIT
NUMBER                                  DESCRIPTION
- ------                                  -----------
  16            Letter regarding change of certifying accountant


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                                                                      EXHIBIT 16

                     [COOPERS & LYBRAND L.L.P. LETTERHEAD]


August 25, 1997



Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549

Gentlemen:

We have read the statements (copy attached) made by Watermarc Food Management
Co. (the "Company"), 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 dated
August 20, 1997.  We agree with the statements concerning our Firm in such Form
8-K. 

Very truly yours,


/s/ COOPERS & LYBRAND L.L.P.

COOPERS & LYBRAND


Attachment
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                     INFORMATION INCLUDED IN REPORT ON 8-K


ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

On August 20, 1997, Coopers & Lybrand L.L.P. resigned as Registrant's principal
independent accountant (hereafter referred to as "former principal
accountant"). The former principal accountant's report dated September 27, 1996
on the Registrant's financial statements for the fiscal years ended June 30,
1996 and July 2, 1995 was unqualified.

The decision to change accountants was approved by the Audit Committee of
Registrant's Board of Directors.

During Registrant's two most recent fiscal years preceding the former principal
accountant's resignation, there were no disagreements with the former principal
accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.

On August 26, 1997, Registrant engaged Mann Frankfort Stein & Lipp, P.C. as its
new principal accountant to audit Registrant's financial statements for the
fiscal year ended June 29, 1997.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

The former principal accountant's letter addressed to the Securities and
Exchange Commission regarding this report is attached hereto as Exhibit 16.


                                   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.


                                        Watermarc Food Management Co.
                                ------------------------------------------
                                                (Registrant)

Date    August 27, 1997         By  /s/
    ------------------------      ----------------------------------------
                                                 (Signature)


                                By      Ghulam M. Bombaywala
                                  -----------------------------------------


                                Title   Chief Executive Officer
                                     --------------------------------------