<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                  FORM 8-K/A


                                   AMENDING


                          CURRENT REPORT ON 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)  October 19, 1995


                           FOUNTAIN OIL INCORPORATED
            (Exact name of registrant as specified in its charter)

        Delaware                    0-9147                     91-0881481
(State or other jurisdiction      (Commission                (IRS Employer
    of incorporation)             File Number)             Identification No.)


1400 Broadfield Blvd., Suite 200, Houston, Texas               77084-5163
(Address of principal executive offices)                       (Zip Code)


       Registrant's telephone number, including area code  713-492-6992


         _____________________________________________________________
         (Former name or former address, if changed since last report)

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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

Effective October 19, 1995, Registrant acquired from Ribalta Holdings, Inc., 
("Ribalta") the entire issued share capital of Gastron International Limited, a 
British Virgin Islands corporation ("Gastron").

The principal assets of Gastron, which has not yet actively engaged in business,
are (i) a 31% ownership interest in Intergas, a closed private joint stock 
company incorporated in Russia ("Intergas"), which has rights to develop the 
12,500 acre Maykop gas condensate field (the "Maykop Field") in the Republic of 
Adygea, Russian Federation, and (ii) two drilling rigs and related equipment, 
which Gastron acquired with a view towards providing such rigs and equipment to 
Intergas. Other shareholders of Intergas include the local government 
and Mostransgas ("Mostransgas"), an affiliate of Gasprom which is the largest 
gas distribution group in Russia.

In August, 1995, the Registrant loaned $2,450,000 to Gastron to finance a
portion of the acquisition costs of such rigs and equipment. The Registrant has
otherwise paid only a nominal consideration of $1 thus far for the issued share
capital of Gastron.

Subject to the satisfaction of various conditions prior to August 11, 1997,
Registrant may pay to Ribalta up to $1,000,000 in cash and issue to Ribalta up
to 1,000,000 shares of Registrant's common stock as additional consideration for
the issued share capital of Gastron. Among the conditions precedent to the
payment of some or all of the deferred consideration are (i) satisfactory
production tests of the initial wells drilled by Intergas in the Maykop Field,
(ii) confirmation that Intergas in receiving payment for its production in
freely convertible currency at open market international rates, (iii)
satisfactory reports and legal opinions from Registrant's professional advisors,
(iv) Gastron's receipt of funds to be paid by another shareholder of Intergas,
and (v) various approvals and confirmations. The amount and terms relating to
the consideration were determined through negotiations between Ribalta and
Registrant.

The funds utilized by Registrant in the transactions relating to Gastron have 
come from Registrant's working capital.

Registrant will be the operator of the Maykop Field on behalf of Intergas and
will be responsible for arranging the financing of all drilling, development,
and other activities. The initial phase of the Maykop Field development program
envisions the drilling of two new wells to assess the flow of primary gas
production, together with the recompletion and stimulation using modern
production techniques of five existing but non-producing wells. The information
developed during the initial phase of the development program will be utilized
in determining the program for the total field development.

Mostransgas has advised Registrant that Mostransgas is unable at the present 
time to affirm its previously announced agreement in principle regarding its 
purchase of all gas produced from the Maykop Field. Registrant is continuing 
discussions with Mostransgas and other potential purchasers regarding marketing 
arrangements for the output of the Maykop Field.

Registrant anticipates shipping the drilling rigs and related equipment acquired
through the acquisition of the issued share capital of Gastron to the Republic
of Adygea, where Registrant expects to deliver such rigs and equipment to
Intergas which, in turn, is expected to utilize them in connection with its
development of the Maykop Field. Registrant expects the shipment of such rigs
and equipment and the commencement of the initial phase of the development
program for the Maykop Field to follow clarification to Registrant's
satisfaction of marketing arrangements for the production from the Maykop Field.
No assurances can be given regarding the timing or substance of any such
marketing arrangements or whether arrangements satisfactory to Registrant can be
established.

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<PAGE>
 
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

        (a) Financial Statements of Business Acquired

        The acquisition of the entire issued share capital of Gastron did not
        constitute the acquisition of a business as provided for under Article
        11 of Regulation S-X. Therefore, the requirement of Rule 3-05 of
        Regulation S-X to provide audited historical financial statements is not
        applicable.

        Although Gastron has a 31% ownership interest in Intergas and two idle
        drilling rigs and related equipment, it has not had any revenues,
        customers, operating rights, production techniques, or other operations.
        Gastron's investment in Intergas does not entitle Gastron to current
        production from the Maykop Field, and the drilling rigs and related
        equipment owned by Gastron have been idle since acquired by Gastron. As
        a result, management of the Registrant believes the historical financial
        information of Gastron would not be relevant to investors.

        The acquisition of Gastron and the related future development of the
        Maykop Field will require significant future cash outlays by the
        Registrant during fiscal 1996. In that regard, the Registrant expects to
        expend approximately $2.5 million with respect to equipment
        and mobilization in anticipation of the commencement of the initial
        phase of the field development program of the Maykop Field. Significant
        additional resources will be required to fully develop this field.

        Fountain anticipates financing such cash outlays through a combination
        of equity and debt financings. The ultimate effect of this acquisition
        on the Registrant's financial condition, capital resources, and
        operating results cannot reasonably be determined at this time.

        (b) Pro Forma Financial Information

        Pro forma financial information as of August 31, 1995, is attached 
        hereto as Exhibit 99(1) and is incorporated herein by reference.

        (c) Exhibits

        *2(1)  Agreement Relating to the Sale and Purchase of All the Issued
               Share Capital of Gastron International Limited dated August 10,
               1995, by and among Ribalta Holdings, Inc. as Vendor, and Fountain
               Oil Incorporated as Purchaser, and John Richard Tate as
               Warrantor. 

        *2(2)  Supplemental Agreement Relating to the Sale and Purchase of All 
               the Issued Share Capital of Gastron International Limited dated
               November 3, 1995, by and among Ribalta Holdings, Inc. as Vendor,
               and Fountain Oil Incorporated as Purchaser, and John Richard Tate
               as Warrantor.

        99(1)  Fountain Oil Incorporated and Subsidiaries Unaudited Pro Forma
               Consolidated Balance Sheet as of August 31, 1995. 

-----------------
* Previously filed on Form 8-K.

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                                  SIGNATURES

Pursuant to the requirement 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.


                                       FOUNTAIN OIL INCORPORATED




Date: December 29, 1995                By:  /s/GARY PLISGA
                                            Gary Plisga
                                            Executive Vice President



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