U.S. SECURITIES AND EXCHANGE COMMISSION
                   Washington, D. C. 20549


                        FORM 10KSB/A/2

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

          For the fiscal year ended December 31, 1996

[   ]     TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE 
          SECURITIES EXCHANGE ACT OF 1934
          For the transition period from         to         .
                                         --------   --------

          Commission file number 0-20915


                        GEO PETROLEUM, INC.
         (Name of Small Business Issuer in Its Charter)

       California                            33-0328958
(State or other jurisdiction of           (I.R.S. Employer
incorporation or organization)          Identification No.)


501 Deep Valley Drive, Suite 300
Rolling Hills Estates, California                90274
(Address of principal executive offices)      (Zip Code)

Issuers telephone number (310) 265-0721

Securities registered under Section 12(b) of the Exchange Act:

                                   Name of each Exchange
       Title of each class         on which registered
       -------------------         ----------------------
             Common                  NASD Bulletin Board

   Securities registered pursuant to Section 12(g) of the Act:
                    Common Stock, No Par Value
                        (Title of Class)

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.
[ X ]YES     [   ]NO






<PAGE>
Indicate by check mark if disclosure of delinquent filers 
pursuant to Item 405 of Regulation S-B is not contained herein, 
and will not be contained, to the best of Registrant's knowledge, 
in definitive proxy or information statements incorporated by 
reference in Part III of this Form 10-KSB or any amendment to 
this Form 10-KSB.
[   ]


The Registrant's revenues for its fiscal year ended December 31, 
1996 were $1.01 million. At March 31, 1997, 7,521,606 shares of 
Common Stock (the Registrant's only class of voting stock) were 
outstanding. The aggregate market value of the Common Stock on 
that date (based upon the closing price on the NASD Electronic 
Bulletin Board on March 14, 1997 of $6.88) held by non-affiliates 
was approximately $25,400,000.


Documents incorporated by reference: Certain portions of the 
Registrant's definitive proxy statement to be filed with the 
Commission pursuant to Regulation 14A - Part III, Items 9, 10, 
11, and 12.


Transitional Small Business Disclosure Format. 

[   ]YES [ X ]NO





























<PAGE>
Geo Petroleum, Inc. hereby amends the Annual Report on Form 10KSB 
dated December 31, 1996, by amending "PART III, ITEM 1 AND 2, 
INDEX TO EXHIBITS AND DESCRIPTION, EXHIBIT NUMBER 16.2" of such 
form to read as follows:

PART III


ITEM 1 AND 2. INDEX TO EXHIBITS AND DESCRIPTION

Exhibit                                               Sequential
Number    Description of Exhibit                     Location No.

2.1       Agreement of Merger and Plan of Reorganization between 
          Drake Investment Corp. and Geo Petroleum, Inc. dated 
          November 1, 1995.*

2.2       Certificate of Approval of Agreement of Merger between 
          Drake Investment Corp. and Geo Petroleum, Inc., dated 
          April 9, 1996.*

2.3       Permit to issue stock in merger, dated March 26, 1996.*
 
3.1       Articles of Incorporation of Geo Petroleum, Inc., filed 
          November 6, 1986.*

3.1(a)    First Amendment to Articles of Incorporation of Geo 
          Petroleum, Inc. filed June 1, 1994.*

3.1(b)    Second Amendment to Articles of Incorporation of Geo
          Petroleum, Inc. filed November 7, 1995.*

3.1(c)    Third Amendment to Articles of Incorporation of Geo
          Petroleum, Inc. filed December 5, 1995.*

3.2       By-laws of Geo Petroleum, Inc., dated November 30, 
          1986.*

4.1       Corporate Resolution establishing Rights, Preferences 
          and Privileges of Preferred Stock, Series A, dated 
          August 23, 1994.*

4.1(a)    Form of Preferred Stock Certificate.*

4.2       Form of Common Stock Certificate.*

4.3       Form of Promissory Note, Deed of Trust, and Assignment 
          of Oil Payment of Geo Petroleum, Inc.*

10.1      Form of Oil and Gas lease covering various lands in 
          Bandini oil field unit (exemplar), dated January 2, 
          1975.*




<PAGE>
10.2      Assignment of Overriding Royalty Interest (East Los 
          Angeles/Bandini) dated February 1, 1979, from Irving 
          Terry and Esther Terry to Wayne Hoylman and Helen W. 
          Hoylman (exemplar).*

10.3(a)   Form of Oil and Gas lease covering various lands in 
          Oxnard Field (Vaca Tar Sand Unit) (exemplar), dated 
          January 1, 1987.*

10.3(b)   Pooling Agreement, Vaca Tar Sand Unit, Ventura County, 
          California.*

10.4      Form of Oil and Gas lease covering various lands in the 
          Rosecrans Oil Field, Los Angeles County, California
          (exemplar), dated October 15, 1956.*

10.5      Gas Sales Contract dated August 31, 1991, between Geo 
          Petroleum Inc. and Capitan Resources, Inc. (East Los 
          Angeles/Bandini fields).*

10.6(a)   Gas Sales Contract dated August 9, 1991 between Pacific 
          Tube Company and Geo Petroleum, Inc.*

10.6(b)   Assignment of Gas Sales Contract, Geo Petroleum, Inc. 
          to Capitan Resources, Inc.*

10.7      Oil Sales Contract dated August 1, 1995 between Geo 
          Petroleum, Inc. and Kern Oil & Refining (East Los 
          Angeles/Bandini fields).*

10.8(a)   Oil Sales Contract dated November 22, 1994 between Geo 
          Petroleum, Inc. and Texaco Trading and Transportation 
          Inc. (Oxnard).*

10.8(b)   Oil Sales Contract dated July 5, 1995 between Geo 
          Petroleum, Inc. and Unocal Corp. (Rosecrans field).*

10.9      Oil Sales Contract between Geo Petroleum, Inc. and Kern 
          Oil & Refining Co., dated July 10th, 1995 (Orcutt 
          field).*

10.10     Oil and Gas Lease between Gene Careaga, et al and 
          Central California Oil Co., (Geo's predecessor in 
          interest) (Orcutt Field) dated October 3, 1972.*

10.13     Water Disposal Agreement between J.W. Hansen and Geo 
          Petroleum, Inc. dated May 14, 1992.*

10.14     Water Disposal Agreement between Geo Petroleum, Inc. 
          and Capitan Resources, Inc. dated June 1, 1990.*

10.15     Services and Drilling Master Contract (water disposal) 
          between Unocal Corporation and Geo Petroleum, Inc. 
          dated February 3, 1993.*


<PAGE>
10.16     Term Loan Agreement, as amended and extended to June 
          15, 1996, dated June 6, 1994, between First Los Angeles 
          Bank (now City National Bank) and Geo Petroleum, Inc.*

10.17     Letter Agreement between Geo Petroleum, Inc. and 
          William Rich III, as attorney in fact, (Harriman 
          interests) dated September 6, 1990.*

10.18     Surface Use Agreement dated March 31, 1978, as amended, 
          between Los Angeles and Salt Lake Railroad Company and 
          Union Pacific Railroad Co. and Irving Terry. (East Los 
          Angeles and Bandini fields).*

10.19     Standard Industrial Lease dated January 1, 1979 between 
          Irving Terry et ux. and Western Avenue Properties (East 
          Los Angeles tank farm).*

10.20     Deed from Terry Oil Company, Inc. dated February 5, 
          1979 to Western Avenue Properties, covering various 
          rights and easements for oil operations (East Los 
          Angeles/Bandini pipeline easements).*

10.21     Assignment and Bill of Sale, Rosecrans Area Leases, by 
          and between Kelt California, Inc., and Geo Petroleum, 
          Inc., dated December 1, 1994.*

10.23     Quitclaim Deed, Assignment of Leases and Bill of Sale, 
          East Los Angeles and Bandini Oil Fields, by and between
          Western Avenue Properties, a California general 
          partnership, and Geo Petroleum, Inc., dated January 19, 
          1990.*

16.1      Consent of Sherwin D. Yoelin to use all information 
          from his evaluation reports in this document.*

*Filed as exhibits to Registrant's Form 10 Registration Statement 
dated June 6, 1996 and incorporated herein by reference thereto.



















<PAGE>
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 (AS AMENDED OCTOBER 21, 1997 TO REVISE THIS EXHIBIT 16.2 ONLY)
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16.2     Agreement for Assignment of Leases dated December 31,
         1996 by and between Geo Petroleum, Inc. as Assignor and
         Saba Petroleum, Inc. as Assignee with respect to Geo's
         oil properties in the Oxnard Field, Ventura County, 
         California.  Filed with Application for an Order 
         Granting Confidential Treatment to an Exhibit Filed 
         with the Report of Geo Petroleum, Inc. on Form 10-KSB.
         SAID APPLICATION WITHDRAWN ON OCTOBER 21, 1997 BY
         GEO PETROLEUM, INC.  SAID AGREEMENT IS INCORPORATED
         HEREIN BY REFERENCE TO FORM 10KSB/A FILED BY SABA
         PETROLEUM COMPANY ON JULY 23, 1997, CENTRAL INDEX KEY: 
         #0000312340; STANDARD INDUSTRIAL CLASSIFICATION: CRUDE 
         PETROLEUM & NATURAL GAS [1311]; IRS NUMBER: 470617589; 
         FORM TYPE: 10KSB/A; SEC ACT: 1934 ACT; SEC FILE NUMBER: 
         001-13880; FILM NUMBER: 97644058.  SAID AGREEMENT IS 
         OBTAINABLE DIRECTLY FROM THE U.S. SECURITIES AND
         EXCHANGE COMMISSION ON THE WORLDWIDE WEB AT 
         HTTP://WWW.SEC.GOV/EDAUX/FORMLYNX.HTM, OR FROM SABA 
         PETROLEUM COMPANY AT:
         SABA PETROLEUM COMPANY
         17512 VON KARMAN AVE
         IRVINE, CA  92714

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16.3     April 9, 1997 Consent of Sherwin D. Yoelin to use all 
         information from his evaluation reports in this document.


























<PAGE>
Exhibit 16.3

April 9, 1997 Consent of Sherwin D. Yoelin to use all information 
from his evaluation reports in this document.


               Sherwin D. Yoelin, Petroleum Engineer, Inc.
                    Consulting Petroleum Engineer
                California Certificate Number P 1241
                       1439 Bonnie Jean Road
                 La Habra Heights, California 90631
                            310 697-3700



April 9, 1997


Geo Petroleum, Inc.
25660 Crenshaw Blvd., Suite 201
Torrance, CA 90505

Subject:     Consent of Independent Petroleum Engineer

Gentlemen:

I agree to the inclusion in this Form 10-KSB of my reports dated 
January 1, 1997, with respect to the proved oil and gas reserves 
and revenues of Geo Petroleum, Inc. and consent to the reference 
to our firm under the captions "Estimated Oil and Gas Reserves" 
and "Experts."

Sincerely,

/s/  SHERWIN D. YOELIN
- ------------------------
SHERWIN D. YOELIN
Consulting Petroleum Engineer
State of California
Certificate No. P 1241
















<PAGE>
SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the 
registrant caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                            Geo Petroleum Inc. 
<TABLE>
<S>                         <C>
Dated: October 21, 1997

                            By: /s/ GERALD T. RAYDON
                            -----------------------------------
                                 GERALD T. RAYDON

                            Chairman of the Board and President
</TABLE>

Pursuant to the requirements of the Securities Exchange Act of 
1934, this report has been signed below by the following persons 
on behalf of the Registrant and in the capacities and on the date 
indicated.

Signatures and dates of directors.

Signature                Title                         Date

Gerald T. Raydon     President/Chairman       October 21, 1997

Alyda L. Raydon      Secretary-Treasurer/
                     Director                 October 21, 1997

William J. Corcoran  Director                 October 21, 1997

Michael F. Moran     Director                 October 21, 1997

Signatures for all directors and chief executive officer and 
Principal Financial and Accounting Officer.

The above Index to Exhibits and Exhibit Identification form is 
incorporated herein by reference.