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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

[X]               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the Fiscal Year Ended December 31, 1997

                                       OR

[ ]             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from to

                         Commission File Number 1-14380

                           CITGO PETROLEUM CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                                              73-1173881
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


          ONE WARREN PLACE, 6100 SOUTH YALE AVENUE, TULSA, OKLAHOMA 74136 
                 (Address of principal executive offices) (Zip Code)

                                 (918) 495-4000
              (Registrant's telephone number, including area code)

                                      N.A.
        (Former name, former address and former fiscal year, if changed
                               since last report)

           Securities registered pursuant to Section 12(b) of the Act:


     TITLE OF EACH CLASS            NAME OF EACH EXCHANGE ON WHICH REGISTERED 
7-7/8% Senior Notes, Due 2006              New York Stock Exchange, Inc.

        Securities registered pursuant to Section 12(g) of the Act: None

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  x   No
                                               ---  


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         The registrant meets the conditions set forth in General Instruction
(I)(1)(a) and (b) of Form 10-K and is therefore omitting (i) the information
otherwise required by Item 601 of Regulation S-K relating to a list of
subsidiaries of the registrant as permitted by General Instruction (I)(2)(b) and
(ii) certain information otherwise required by Item 11 of Form 10-K relating to
executive compensation as permitted by General Instruction (I)(2)(c).

         Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K:
Not Applicable

         Aggregate market value of the voting stock held by non-affiliates of 
the registrant: Not Applicable

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
           
COMMON STOCK, $1.00 PAR VALUE                                1,000
          (Class)                             (outstanding at December 31, 1997)


                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None


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           CITGO Petroleum Corporation hereby amends its Annual Report on Form
10-K for the year ended December 31, 1997 (the "1997 10-K") to include the
signature of Deloitte & Touche LLP with respect to (i) the Independent Auditors'
Report that accompanies the consolidated balance sheets of CITGO Petroleum
Corporation and subsidiaries as of December 31, 1997 and 1996, and the related
consolidated statements of income, shareholder's equity and cash flows for each
of the three years in the period ended December 31, 1997 included in the 1997
10-K and (ii) the Independent Auditors' Consent contained in Exhibit 23.1 to the
1997 10-K. The Independent Auditors' Report, as so amended, follows herewith and
the Independent Auditors' Consent, as so amended, is included as an exhibit
hereto.

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholder of
CITGO Petroleum Corporation:

           We have audited the accompanying consolidated balance sheets of CITGO
Petroleum Corporation and subsidiaries as of December 31, 1997 and 1996, and the
related consolidated statements of income, shareholder's equity and cash flows
for each of the three years in the period ended December 31, 1997. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

           We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

           In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of CITGO Petroleum
Corporation and subsidiaries at December 31, 1997 and 1996, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1997 in conformity with generally accepted accounting
principles.

DELOITTE & TOUCHE LLP


Tulsa, Oklahoma
February 13, 1998


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                                   SIGNATURES
                                        
           Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                      CITGO PETROLEUM CORPORATION



                                      By:       /s/ R. M. BRIGHT
                                         ---------------------------------------
                                                    R. M. Bright
                                          Controller (Chief Accounting Officer)


Date:   April 7, 1998