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):
                                February 20, 1997


                       PLAY CO. TOYS & ENTERTAINMENT CORP.
             (Exact name of registrant as specified in its charter)

Delaware O-25030                                     95-3024222
State of                                             Commission File
Incorporation                                        IRS Employer
                                                     Number. Identification No.


                               550 Rancheros Drive
                          San Marcos, California 92069
                     Address of principal executive offices

        Registrant's telephone number, including area code (619) 471-4505



                                       N/A
          (Former name or former address, if changed since last report)








ITEM 4.  CHANGES IN THE REGISTRANT=S CERTIFYING ACCOUNTANT.

         On  February  20,  1997,  the  board  of  directors  of the  Registrant
authorized  the R  gistrant=s  executive  officers  to  engage  Haskell & White,
Certified  Public  Accountants  as the  Company's new auditing firm for the year
ending March 31, 1997. Prior to engaging  Haskell & White,  such accounting firm
was not  consulted  on any matters  relative to the  application  of  accounting
principles on specified  transactions or in any matter that was the subject of a
disagreement with the prior  accountants.  During the past year, Haskell & White
has provided  services to the Company of a general  financial  consulting nature
and performed agreed upon procedures in the due diligence process related to the
January 1997 acquisition of substantially all the assets of Toys International.

         The  change  in  accountants  was  not  due  to  any  discrepancies  or
disagreements  between  the  Company  and  BDO  Seidman,  LLP on any  matter  of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure.

         The  former   accountants=   reports  on  the  Registrant=s   financial
statements  for the years  ended  March 31,  1995 and 1996 did not  contain  any
adverse opinions,  disclaimer of opinion,  nor were they qualified or odified as
to  uncertainty,  audit scope or  accounting  principles as required by Item 304
(a)(3) of  Regulation  S-B  promulgated  under the  Securities  Act of 1933,  as
amended.  Upon  receipt of the  required  letter  from BDO  Seidman,  LLP, as to
whether  the  accounting  firm  agrees  with the  statements  made  herein,  the
Registrant  shall  attach  said  letter as an  exhibit as an  amendment  to this
report.






                                   SIGNATURES



         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized this 24th day of February, 1997.



Play Co. Toys & Entertainment Corp.


By: \s\ Richard Brady
Richard Brady
President