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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 AMENDMENT NO. 1

                                       TO

                                    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) October 19, 2001


                           GS Financial Services, Inc.
             (Exact name of registrant as specified in its charter)

                                    Delaware
          (State or other jurisdiction of incorporation or organization)

           033-07878-A                                 59-2686448
    (Commission File Number)              (IRS Employer Identification Number)


                              12 Fern Cliff Terrace
                              Glen Ridge, NJ 07028
                     (Address of principal executive offices)

                                 (973) 783-4307
                  (Registrant's telephone number, including area code)





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Item 4.  Changes in Registrant's Certifying Accountant

         1.                i.       Registrant's  primary  accountant,  Clancy
                  and Co., P.L.L.C.,  was dismissed by
                  the Company on October 19, 2001.

                           ii.      No reports on the  financial  statements
                  prepared by Clancy and Co.,  P.L.L.C.
                  for the fiscal years ending May 31, 1997 and 1996,  the last
                  two fiscal years that were  audited,
                  and the  subsequent  interim  period  through April 13, 1998,
                  contained  any adverse  opinion or
                  disclaimer  of  opinion,  or was  qualified  or  modified  as
                  to  uncertainty,  audit  scope,  or  accounting principles.

                           iii.     The  decision to change  accountants  was
                  approved by the Board on October 19, 2001.

                           iv.      During  the  registrant's   two  most
                  recent  fiscal  years,   there  were  no
                  disagreements  with  Clancy  and  Co.,  P.L.L.C.  on  any
                  matter  of  accounting  principals  or
                  practices,  financial statement disclosure,  or auditing
                  scope or procedure,  which disagreements
                  would have caused it to make reference to the subject matter
                  of the  disagreements  in connection with its report.

         2.                i.       The  registrant  retained  the  services
                  of the  accounting  firm of  Harper and Pearson Company
                  on October 19, 2001 as their principal accountant.

                           ii. The registrant did not contact the new accountant
                  prior to its engaging the new accountant regarding the
                  application of accounting principals to a specified
                  transaction, or the type of audit opinion that might be
                  rendered on the registrant's financial statements.

                           iii.     The  registrant  did not contact the new
                  accountant  prior to its engaging the
                  new  accountant  regarding  any  matter  that was  either
                  the  subject  of a  disagreement  or a reportable event.

         3. The registrant has provided a copy of this report, on or prior to
the date of filing this report with the Commission, to Clancy and Co., P.L.L.C.
and requested that he furnish the registrant with a letter addressed to the
Commission stating his approval of or disagreement with the disclosures made
herein. Such letter will be filed with the Commission upon receipt by the
registrant, but not later than ten days following the filing of this report.

Item 7.  Financial Statements and Exhibits

   Financial Statements

         None

   Exhibits

                  16       --       Letter re change in certifying accountant.



                                    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.

                           GS FINANCIAL SERVICES, INC.



                                          By:   /s/Thomas V. Ackerly
                                             ---------------------------------
                                                Thomas V. Ackerly, President
                                                and Chief Executive Officer


Date:  November 2, 2001



                                   EXHIBIT 16
                    Letter re change in certifying accountant
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                     Letterhead of Clancy and Co., P.L.L.C.




October 31, 2001

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549

Dear Sir/Madam,

We have read the first two paragraphs of Item 4 included in the Form 8-K of GS
Financial Services, Inc. to be filed with the Securities and Exchange Commission
and are in agreement with the statements contained therein.

This letter serves to confirm that the client-auditor relationship with GS
Financial Services, Inc. ceased on October 31, 2001.

Very truly yours,


/s/Clancy and Co., P.L.L.C.

Copy to:
Thomas V. Ackerly, President and Chief Executive Officer
GS Financial Services, Inc.