UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                           First Amendment to Form 8-K

                        PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported)      8-19-99 Amended 9-8-99


                           DCC COMPACT CLASSICS, INC.
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             (exact name of registrant as specified in its charter)



                  COLORADO                                 0-21114                              84-1046186
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    (State or other jurisdiction of                       Commiss                          (I. R. S.  Employer
    incorporation of organization)                       file number                       Identification Number)


           9301 Jordan Avenue, Suite 105, Chatsworth, California 91311
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                    (Address or principal executive offices)

                                 (818) 993-8822
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              (Registrant's telephone number, including area code)




         Item 4.  Change in Registrant's Certifying Accountant

         (a) (1)  As a result of uncertainty regarding compensation for
                  performing professional services for DCC Compact Classics,
                  Hurley & Company has elected not to continue as the
                  independent accountants for the registrant.

             (i)  Hurley & Company resigned as of August 19, 1999.

             ii)  (The financial statements for both the past two years were
                  qualified due to the uncertainty of the registrant to continue
                  as a going concern.

           (iii)  N/A

            (iv)  There were no disagreements with the former accountant on
                  any matter of accounting principles or practices, financial
                  statement disclosure or auditing scope or procedure during the
                  past two fiscal years through the date of resignation.

             (2)  N/A

             (3)  The former accountant has furnished a letter addressed to the
                  Commission stating their agreement with the statements made by
                  the registrant in response to this item.

         Item (7) Financial Statements and Exhibits.

              (1) Accountant's letter from Hurley & Company dated August 19,
                  1999 and dated August 31, 1999.


                                   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.

                                                      DCC Compact Classics
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                                                          (Registrant)


                                                /s/ Marshall Blonstein
 9-8-99                                         -------------------------------
- -------------                                   Marshall Blonstein
   Date                                              Chairman of the Board,
                                                     Chief Executive Officer,
                                                     President

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