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

                              ---------------------


                                 August 8, 1996

                Date of Report (Date of earliest event reported)


                             QUALITY PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)


  Delaware                  0-18145             75-2273221
(State or other             (Commission         (I.R.S. Employer
jurisdiction of             File Number)        Identification No.)
Incorporation)

560 Dublin Avenue
Columbus, Ohio                                                43215-2388
(Address of principal executive offices)                       (Zip Code)


Registrant's telephone number, including area code: (614) 228-8120





Item 4.           Changes in Registrant's Certifying Accountant

                  On August 8, 1996,  Quality  Products,  Inc.  (the  "Company")
engaged  as  its   independent   auditor  Farber  &  Hass,  and  terminated  its
relationship  with its  former  auditor,  KPMG  Peat  Marwick  LLP (the  "Former
Auditor").  The foregoing  decisions  were approved by the Board of Directors of
the Company.

                  The audit  reports on the financial  statements  for either of
the past two years (there was no audit report for the year ended  September  30,
1995) did not contain an adverse opinion or a disclaimer of opinion,  nor was it
qualified or modified as to uncertainty,  audit scope, or accounting principles.
For the year ended  September  30, 1994,  there were no  disagreements  with the
Former  Auditor 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 the Former Auditor,  would have caused it to
make reference to the subject matter of the disagreements in connection with its
report. The Former Auditor did not audit any financial statements of the Company
prior or subsequent to the year ended September 30, 1994.




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Item 7.           Financial Statements and Exhibits


(c)      Exhibits

16.1 -   Letter dated August 28, 1996 from KPMG Peat Marwick LLP
         to the Securities and Exchange Commission



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                                    SIGNATURE



                  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.




                                   QUALITY PRODUCTS, INC.



                                   By: /s/ Bruce Weaver                 
                                         Bruce Weaver, President





Dated:   August 28, 1996
         Columbus, Ohio






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                                  Exhibit Index


Exhibit No.      Description of Exhibit                           

16.1 -           Letter dated August 28, 1996 from
                 KPMG Peat Marwick LLP to the Securities
                 and Exchange Commission