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

                           FORM 10-KSB

[ 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 Identification No.)
incorporation or organization )

    25660 Crenshaw Blvd., Suite 201
        Torrance, California                    90505
(Address of principal executive offices)      (Zip Code)

Issuers telephone number (310) 539-8191

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>
                          PART I


ITEM 1.  DESCRIPTION OF BUSINESS

GENERAL

     Geo Petroleum, Inc. (herein "Geo" or the "Company") was 
organized as a California corporation in 1986 by Gerald T. Raydon 
to engage in the exploration for and production of oil and gas, 
primarily in California.  See "Directors, Executive Officers, 
Promoters and Control Persons."  To date, Geo's activities have 
been limited to the acquisition of producing oil properties which 
Geo deems are under-exploited and have additional potential, and 
to the subsequent enhancement of the production from those 
properties. Geo also has acquired acreage which it believes is 
prospective for exploratory drilling, but financial limitations 
have prevented Geo from exploring such properties to date. The 
Company has one industry segment, which is the acquisition, 
development, production and sale of crude oil and natural gas. 
The Company's offices are located at 25660 Crenshaw Boulevard, 
Torrance, California 90505; its telephone number is (310) 539-
8191, and its fax number is (310) 539-0101.

     The Company's primary business method is to acquire 
properties which have been in production for a number of years, 
but which, in the judgment of the Company, still have undeveloped 
potential for substantial increases in production and reserves. 
Geo seeks to acquire properties after conducting geological and 
engineering studies of them, and then attempts to enhance 
production by opening and producing previously bypassed oil and 
gas zones, by stimulating existing productive zones and by 
improving production techniques and equipment. To date, 
essentially all of Geo's activities have been concentrated in 
three geologic areas, the Los Angeles Basin, the Santa Maria 
Basin in Santa Barbara County and the Ventura Basin in Ventura 
County, all of which are in Southern California.  See the 
discussion under "Description of Property" for information 
concerning Geo's principal oil and gas properties.

     Geo intends to continue remediation and development of its 
existing properties, to acquire additional properties suitable in 
Geo's judgment for enhancement of production, and to commence 
exploration of its prospects.  Geo has entered into a joint 
venture agreement with Saba Petroleum, Inc., pursuant to which 
development drilling on the Vaca Oil Sand project in the Oxnard 
Field, Ventura County, California, is scheduled to commence by 
mid- 1997.  Saba must spend $10,000,000 on the project prior to 
year-end 1998 to earn a 2/3rd interest in the project.  If Saba 
fails to make such expenditure, it will retain its interest only 
in the wells in which it has invested, but will have no 
continuing interest in the project.  After Saba has invested 
<PAGE>
$10,000,000, Geo will pay one-third of further costs and receive 
one-third of the revenues.  Geo will also receive one-third of 
the revenues from wells invested solely in by Saba after Saba 
recovers its investment therein.  Geo is considering various ways 
of securing funds for its share of expenditures should Saba's 
efforts prove successful, but has not formulated a definitive 
plan for securing such funds should they be necessary. Failure to 
contribute its share of funds would result in reduction of Geo's 
interest revenues from the project.  See "Description of Property 
- Oxnard Field."

     Geo has no subsidiaries and presently holds interests in 
6880 gross acres (6430 net) of oil and gas leases or mineral 
rights, of which 1,950 gross acres (1,820 net) are developed for 
oil and gas production and 4,930 gross acres (4,610 net) are 
undeveloped.  Geo owns no drilling rigs or equipment and engages 
the services of independent contractors to perform its drilling 
and remedial activities. All of Geo's production of oil and gas 
is sold to unaffiliated purchasers. See "Business - Principal 
Purchasers." The Company also operates two water disposal wells. 
See "Description of Property - Environmental Services." 

ACQUISITION OF DIC

     Effective April 9, 1996, Geo acquired by merger an inactive 
California corporation, Drake Investment Corp. ("DIC"), primarily 
for the purpose of increasing its shareholder base as an initial 
step in establishing Geo as a public company. The acquisition was 
accounted for as a purchase, and while increasing the number of 
shareholders of Geo and contributing a minor amount of cash, had 
no appreciable effect on Geo, its operations or financial 
condition. See "Financial Statements."

REGULATION

     The Company's operations are regulated by certain federal 
and state agencies. In particular, oil and natural gas production 
and related operations are or have been subject to price 
controls, taxes and other laws relating to the oil and natural 
gas industry. The Company cannot predict how existing laws and 
regulation may be interpreted by enforcement agencies or court 
rulings, whether additional laws and regulations will be adopted, 
or the effect such changes may have on its business or financial 
condition.

     The Company's operations are subject to extensive federal, 
state and local laws and regulations relating to the generation, 
storage, handling, and transportation of materials and their 
potential discharge into the environment. Permits are required 
for various of the Company's operations, and these permits are 
subject to revocation, modification and renewal by issuing 
authorities. 
<PAGE>
     Governmental authorities have the power to enforce 
compliance with their regulations, and violations are subject to 
fines, injunctions or both. It is possible that increasingly 
strict requirements will be imposed by environmental laws and 
enforcement policies thereunder. The Company does not anticipate 
that it will be required in the near future to expend amounts 
that are material to the Company's financial position or results 
of operations by reason of environmental laws and regulations, 
but because such laws and regulations are frequently changed, the 
Company is unable to predict the ultimate cost of such 
compliance. 

     The Company believes that the oil and gas industry may 
experience increasing liabilities and risks under the 
Comprehensive Environmental Response, Compensation and Liability 
Act, as well as other federal, state and local environmental 
laws, as a result of increased enforcement of environmental laws 
by various regulatory agencies. As an "owner" or "operator" of 
property where hazardous materials may exist or be present, the 
Company, like all others engaged in the oil and gas industry, 
could be liable for the release of any hazardous substances. 
Although the Company has not been subject to the imposition of 
"clean-up" orders by the government, the potential for sudden and 
unpredictable liability for environmental problems is a 
consideration of increasing importance to the Company and the oil 
and gas industry as a whole. During the three preceding years, 
the Company has been subjected to administrative penalties on 
three occasions, each being minor vapor leaks resulting from the 
failure of sealing devices on oil storage tanks or on pipelines 
at the Company's East Los Angeles/Bandini and Oxnard properties.  
See "Description of Property - Principal Properties." The 
penalties consisted of negotiated monetary fines which amounted 
to $1,950.

     The Company is required to comply with various federal and 
state regulations regarding plugging and abandonment of oil and 
gas wells. The Company provides reserves for the estimated cost 
of plugging and abandoning its wells on a unit of production 
basis. See "Financial Statements." In addition, as required by 
state law, the Company maintains a $100,000 cash bond covering 
its obligation to abandon wells. The Bond does not limit the 
Company's abandonment liability.  A similar bond, in the amount 
of $50,000, is carried under City of Los Angeles laws. 









<PAGE>
GLOSSARY

     The following are used in this report and the definitions 
contained herein are provided for the convenience of the reader:
BBL or BARREL means 42 United States gallons liquid volume, 
usually used herein in reference to crude oil or other liquid 
hydrocarbons.
DEVELOPED ACREAGE means the number of acres of oil and gas leases 
held or owned, which are allocated or assignable to producing 
wells or wells capable of production.
DEVELOPMENT WELL means a well which is drilled to and completed 
in a known producing formation adjacent to a producing well in a 
previously discovered field and in a stratigraphic horizon known 
to be productive.
EXPLORATION means the search for economic deposits of minerals, 
petroleum and other natural earth resources by any geological, 
geophysical, or geochemical technique.
EXPLORATION WELL means a well drilled either in search of a new, 
as-yet undiscovered oil or gas reservoir or to greatly extend the 
known limits of a previously discovered reservoir, as indicated 
by reasonable interpretation of available data, with the 
objective of completing in that reservoir.
FIELD means a geographic area in which a number of oil or gas 
wells produce from a continuous reservoir.
MBOE means one thousand barrels of oil equivalent.
MCF means one thousand cubic feet of natural gas.
NET ACRES OR NET WELLS mean the sum of fractional ownership 
working interests in gross acres or gross wells.
OPERATOR means the person or company actually operating an oil or 
gas well.

PRINCIPAL PURCHASERS and MARKETING OF PRODUCTION

VOLATILITY OF COMMODITY PRICES AND MARKETS

     Oil and gas prices have been and are likely to continue to 
be volatile and subject to wide fluctuations in response to any 
of the following factors: relatively minor changes in the supply 
of and demand for oil and gas; market uncertainty; political 
conditions in international oil producing regions; the extent of 
domestic production and importation of oil in certain relevant 
markets; the level of consumer demand; weather conditions; the 
competitive position of oil or gas as a source of energy as 
compared with other energy sources; the refining capacity of oil 
purchasers, the effect of regulation on the production, 
transportation and sale of oil and natural gas, and other factors 
beyond the control of the Company.





<PAGE>
MARKETING OF PRODUCTION

     Crude oil produced in the Los Angeles Basin is sold via 
pipeline to Kern Oil & Refining Company, and approximated 85% of 
the Company's crude oil sales for 1996. Production of crude from 
the Oxnard property is sold via truck to Texaco Trading and 
Refining Co. which, during 1995, purchased 10% and during 1996, 
6% of the Company's oil production. Natural gas produced from the 
Los Angeles Basin properties is sold to Pacific Tube Company, an 
end user in Commerce, California, and accounted for approximately 
80% of the Company's share of gas sold during 1996. Natural gas 
from the Company's Strain Ranches lease during 1996 was sold to 
Pacific Gas & Electric Co. and accounted for approximately 20% of 
the Company's share of gas sales during 1996.

     Alternative purchasers are available for all of the 
Company's production, except that for Rosecrans and the Strain 
Ranches property there is only one purchaser.  Loss of Pacific 
Tube Company as a purchaser would, in all probability, result in 
a  reduction in the price received for gas from the Bandini-East 
Los Angeles properties, probably in the range of 20%,  but would 
not result in a loss of market for such gas. 

ITEM 2.  DESCRIPTION OF PROPERTY
FORWARD LOOKING INFORMATION

     With the exception of historical information, the matters 
discussed in this Report contain forward-looking statements that 
involve risks and uncertainties.  Although the Company believes 
that its expectations are based upon reasonable assumptions, it 
can give no assurance that its goals will be achieved.  Important 
factors that could cause actual results to differ materially from 
those in the forward-looking statements contained in this report 
to include the time and extent of changes in commodity prices for 
oil and gas, increases in the cost of conducting operations, 
including remedial operations, the extent of the Company's 
success in discovering, developing and producing reserves, 
political conditions, condition of capital and equity markets, 
changes in environmental laws and other laws affecting the 
ability of the Company to explore for and produce oil and gas and 
the cost of so doing and other factors which are described in 
this report.

     The proved developed and undeveloped oil and gas reserve 
figures presented in this report are estimates based on reserve 
reports prepared by independent petroleum engineers. The 
estimation of reserves requires substantial judgment on the part 
of the petroleum engineers, resulting in imprecise 
determinations, particularly with respect to new discoveries. 
Estimates of reserves and of future net revenues prepared by 
different petroleum engineers may vary substantially, depending, 
in part, on the assumptions made, and may be subject to material 
<PAGE>
adjustment. Estimates of proved undeveloped reserves, which 
comprise a substantial portion of the Company's reserves, are, by 
their nature, much less certain than proved developed reserves. 
The accuracy of any reserve estimate depends on the quality of 
available data as well as engineering and geological 
interpretation and judgment. Results of drilling, testing and 
production or price changes subsequent to the date of the 
estimate may result in changes to such estimates. The estimates 
of future net revenues in this report reflect oil and gas prices 
and production costs as of the date of estimation, without 
escalation, except where changes in prices were fixed under 
existing contracts. There can be no assurance that such prices 
will be realized or that the estimated production volumes will be 
produced during the periods specified in such reports. Proven 
reserves are estimates of hydrocarbons to be recovered in the 
future. Reservoir engineering is a subjective process of 
estimating the sizes of underground accumulations of oil and gas 
that cannot be measured in an exact way. The accuracy of any 
reserve estimate is a function of the quality of available data 
and of engineering and geological interpretation and judgment. 
Reserve reports of other engineers might differ from the reports 
contained herein. Results of drilling, testing, and production 
subsequent to the date of the estimate may justify revision of 
such estimate. Future prices received for the sale of oil and gas 
may be different from those used in preparing these reports. The 
amounts and timing of future operating and development costs may 
also differ from those used. Accordingly, reserve estimates are 
often different from the quantities of oil and gas that are 
ultimately recovered. Since December 31, 1996 (the date of the 
estimates) and the date of this report, oil and gas prices have 
generally declined. At December 31, 1996, the price of West Texas 
Sweet Intermediate Crude (a benchmark crude) as quoted on the New 
York Mercantile Exchange, was $25.92 per barrel and the 
comparable price at March 31, 1997 was $20.41 per barrel.  Prices 
received by the Company during the comparable periods for natural 
gas were $3.754 per Mcf and $1.78 per Mcf, respectively.  The 
prices received by the Company for its crude oil have similarly 
declined.  At such dates, the estimated reserves and future net 
revenues may be subject to material downward or upward revision 
based upon production history, results of future development, 
prevailing oil and gas prices and other factors.  A material 
decrease in estimated reserves or future net revenues could have 
a material adverse effect on the Company and its operations.  
References in this report to the Company's engineers are to 
Sherwin L. Yoelin, Petroleum Engineers, Inc., which firm is the 
Company's independent petroleum engineer.

EAST LOS ANGELES / BANDINI FIELDS

     At December 31, 1996, these two separate, but adjacent 
accumulations which are located in an industrial area of the City 
of Los Angeles, produced a daily average (averaged over the year 
<PAGE>
1996) of 111 barrels (85 net) of high gravity (33 degree API) oil 
and 53 Mcf of 1200 BTU gas from a total of 7 wells.  Estimated 
total net proven developed reserves amounted to 2,469,018 barrels 
of oil and 5,826,650 Mcf of natural gas, of which 421,838 barrels 
and 477,660 Mcf, respectively, were classified as proved 
producing.

     The properties are located approximately one-half mile apart 
and are operated together by the same employees. In the 
aggregate, approximately 570 surface acres are covered by Geo's 
leases and mineral rights. Geo's rights in both fields are held 
by production. The Company owns the mineral rights in the East 
Los Angeles Field and in a portion of the Bandini Field, subject 
to overriding royalties of 16% of gross revenues. The Bandini 
interests are comprised of town-lot leases and of Company-owned 
mineral rights; the Bandini interests are subject to royalties 
varying from 16% to 29.5% of gross revenues. Production comes 
from multiple sand zones in the Pliocene Repetto formation at 
depths of 2800 to 8000 feet at Bandini and in the Miocene Puente 
formation at depths of between 7200 to 11200 feet at East Los 
Angeles. 

     Geo acquired these fields in 1990, when they were producing 
less than 40 net barrels of oil per day, and had remaining 
economic reserves of less than 90,000 barrels. Since that time 
Geo has invested approximately $1,200,000 in reworking and 
remedial efforts, and has achieved the increases in production 
and reserves stated above.  Production in 1996 was below the 
wells' capacity due to mechanical problems and breakdowns, and 
delays in repairing wells due to inadequate working capital.  
     
     Geo determined that the previous operators had not 
recognized several potentially productive oil and gas zones. By 
recompleting existing wells, Geo has discovered two shallower gas 
zones and extended one oil zone at Bandini.  In the East Los 
Angeles Field, two shallower oil and gas zones have been 
discovered.  In each case, the recompleted wells flowed with 
excellent pressures. Geo regards the results of the foregoing 
work as demonstrative of the economic feasibility of the 
continued recompletion of wells and of the drilling of extension, 
deeper test, and horizontal wells in the fields. 

     The Company presently operates four out of eighteen existing 
wells at the Bandini Field. At East Los Angeles, the Company 
operates two producing wells out of a total of fifteen wells. As 
a result of obtaining equity financing, Geo intends to spend 
approximately $2,165,000 for recompleting the remaining wells and 
restoring them to production during 1997 and 1998.

     Geo's geologic studies have led the Company to conclude that 
there are also seven exploratory prospects in these fields, 
which, if productive when drilled, would extend the existing 
<PAGE>
field limits, discover shallower and deeper zones, and develop 
production by horizontal drilling. Geo has entered into an 
agreement with another oil company for the drilling in mid-1997 
of one of these prospects.  The Company will have a 25% interest 
in the prospect. See "Business."

OXNARD FIELD
 
     Geo and Gerald T. Raydon, President and principal 
shareholder of Geo, jointly acquired 26 oil wells and oil and gas 
leases covering approximately 625 acres of land in the area of 
Oxnard, Ventura County, California, from Oryx Energy in 1990, for 
a consideration of $150,000. See "Certain Relationships and 
Related Transactions." On April 1, 1994, Geo acquired all but 
five percent of the 25% interest held by Mr. Raydon in the Oxnard 
Field for a consideration consisting solely of Common Stock. 
     
     The production in this field is from the prolific and 
massive Vaca Oil Sand which is found at depths of between 1950 
and 2400 feet. In 325 acres of the leases, the thickness of the 
oil-saturated sand averages 225 feet. The reservoir is highly 
porous (32%) and permeable (1800 Md.). The oil is heavy, 
approximately 6-8 degrees API, and is highly viscous. 
Consequently, steam injection is necessary to heat the oil and 
reduce its viscosity, permitting it to flow readily through the 
well bores. In existing operations, Geo generates steam at the 
surface and injects it into the producing formation through 
vertical wells. The heat permeates the formation, and Geo then 
pumps the oil in a conventional manner. Because of the use of 
steam, operations are comparatively expensive while the price 
received for the oil is relatively low. 

     Geo treats the production from existing wells in the Oxnard 
Field as oil from "non-conventional" sources, which thus 
qualifies for tax credits provided under Section 29 of the 
Internal Revenue Code. For the year 1996, this credit amounted to 
approximately $5.95 per produced barrel, and is subject to annual 
increases with inflation. At such time as the Company has an 
obligation to pay federal income taxes, the accrued credits may 
be used to offset directly any taxes due. Geo has, in the past, 
secured funds for operations on this lease by entering into 
transactions designed to provide these credits to investors in 
exchange for payments. Geo intends to continue such funding on an 
ad hoc basis. Funding from such sources would not, however, be 
sufficient to develop the property to any material extent. 

     Geo has arranged to finance the first phase of the project 
development by entering into a contract with Saba Petroleum, 
Inc., which will pay for the first $10,000,000 of development 
costs and thereby earn a two-thirds interest in the project.  
Thereafter, Saba and Geo will jointly develop the field, paying 

<PAGE>
for their respective, proportionate shares of costs and receiving 
the same share of production.

     Geo understands that, in addition to employing traditional 
vertical well drilling and production, Saba intends to test a 
relatively new technique which has proved successful in the heavy 
oil fields of Alberta.  This technique is referred to as "Steam-
Assisted Gravity Drainage ("SAGD").  It involves drilling pairs 
of wells horizontally for distances of up to 2600 feet through 
the pay zone.  One well is located above and parallel to the 
other at a distance of about 20 feet.  The upper well is used for 
continuous steam injection, and the lower well is used for 
continuous oil production.  The oil flows by gravity down to the 
lower well and then flows under pressure without the use of 
pumping equipment to the surface, because of the high temperature 
and pressure created by the steam injection.  

     One important feature of this technique is that the recovery 
of oil in place can approach 70%, as compared to the 22% 
estimated to be recovered by conventional methods.  The amount of 
recoverable reserves is thus expected to be much greater than 
that projected based on conventional recovery methods. Since the 
Company is unaware of any use of the SAGD process in California, 
it is possible that the technique will not achieve the desired 
results and that resort to more conventional techniques will be 
required.

     Geo's independent petroleum engineers have estimated that 
proved developed producing and proved developed non-producing 
reserves in Geo's Oxnard Field leases amounted as of December 31, 
1996, to 976,015 net barrels.  Proved undeveloped reserves were a 
net 29,566,230 barrels, based on expected results from the use of 
conventional drilling methods.  In order to produce these total 
reserves, the Company would be required to obtain about 
$70,800,000 for the drilling of 250 conventional wells.  With 
full development using conventional methods, future net revenues 
of $280,836,000 would be achieved, having a present net worth, 
discounted at 10% per annum, of $128,268,773, according to the 
report of an independent petroleum engineer.

     The revenues using the SAGD method are expected to be 
greater but have not yet been calculated.  The costs of full 
development are expected to be about $45,000,000 for SAGD wells.  
Although the Company has agreed to transfer two-thirds of its 
interests to Saba in exchange for $10,000,000 in drilling funds, 
the Company expects that the use of the SAGD method could cause 
its net reserves to increase over the level now projected for 
conventional well recoveries as a result of the projected 318% 
increase in recoveries by use of such method. There is no 
assurance that the SAGD process will achieve the desired results.


<PAGE>
     Production from existing (but not newly drilled) wells in 
the Field appears to be qualified for the use of a tax credit 
under section 29 of the Internal Revenue Code of approximately 
$5.95 (for 1996) per barrel.  Geo presently produces 
approximately 20 barrels per day of oil from four wells in this 
field.  At January 1, 1997, the oil price was $16.67 per barrel.  
Operating costs have averaged approximately $11.74 per barrel 
during the one year period ended December 31, 1996. Operating 
costs for the first quarter appear to be below the yearly 
average. Geo expects that per barrel operating costs will decline 
as production per well increases.

     Produced water is disposed of in wells on site owned and 
operated by Geo. See "Environmental Services." Geo has two steam 
generators, a large capacity (9300 barrels) tank farm, disposal 
wells, fresh water source wells and all other equipment needed 
for steam operations on this lease. Under its agreement with 
Saba, Geo will retain the disposal wells, but will contribute the 
oil field facilities to the venture.
 
     Geo's leases have no current drilling obligations nor do 
they require the payment of rentals to keep the leases in good 
standing. The leases reserve a royalty of 17% of gross revenues 
to the lessor. Vertical wells cost approximately $265,000 to 
drill and complete for production.

     The Company in 1995 received a conditional use permit from 
Ventura County, allowing it to drill 120 wells on part of its 
property.  Older drilling permits are in effect as to the balance 
of Geo's property, and allow for an adequate number of wells to 
develop the property.  Steaming operations require compliance 
with various environmental regimes, including those designed to 
protect air quality. Geo's operations have been permitted by the 
local air pollution control district and have been found to be in 
compliance with relevant requirements. There is no assurance that 
such operations will remain in compliance. 

ROSECRANS FIELD 

     Geo purchased 30 wells in the Rosecrans Oil Field located in 
Los Angeles County, California, in December, 1994, with the plan 
of improving the seven active wells and repairing or reworking an 
additional 19 wells in order to return them to production. Wells 
in this field were drilled during a period of between ten and 
fifty years ago. The royalty amounts to 16.67% of gross revenues. 
If the wells were to be produced under present conditions to 
depletion, future cumulative production would amount to 423,000 
barrels of oil (351,000 net). There are seven principal producing 
zones of Miocene and Pliocene age in the Field, ranging from 
depths of 6500 to 8400 feet. The wells have been drilled through 
these zones, but have not produced from all of them. This 
provides the opportunity to commence production from bypassed 
<PAGE>
zones in the future.  Presently, the gas produced from this 
yields no revenues for the Company. The wells are expected to 
produce an estimated 896,000 Mcf of gas. A gas processing 
facility has been completed by another company, and Geo's wells 
are now connected by pipeline to this facility.  Geo is 
delivering gas but is not been receiving payment for the gas, but 
is negotiating an agreement to sell the gas at market prices.

     The Company's independent petroleum engineer estimates that 
by completing a program to improve equipment and facilities, 
change production methods, stimulate the producing zones, and 
bring proven bypassed zones on production at a cost of about 
$128,000, production could be increased to about 798,000 net 
barrels of oil and equivalents. Geo is using a portion of the 
financing proceeds to conduct this program.
 
ORCUTT FIELD
 
     Geo owns two oil and gas leases covering 2990 acres on the 
south flank of the giant Orcutt Field in Santa Barbara County, 
California. Royalty burdens on this lease are 21% of gross 
revenues. There are two producible formations which underlie the 
lease. The shallower formation is the massive, oil-saturated 
Diatomite Zone, which is between 250 and 500 feet thick and lies 
at depths of from 850 feet to 1500 feet. This formation has low 
permeability, which requires that it be hydraulically fractured 
in order to be productive. Although Geo's engineers have 
estimated that the formation contains significant oil in place, 
drilling operations to date have not been consistently economic. 

     In 1996, Geo sold nine of its ten producing wells in the 
field and 150 acres of its leasehold, retaining one well and 2990 
acres.  The retained well will be redrilled in 1997 as an high 
angle deviated well through the Monterey fractured shale. The 
Monterey formation, found at depths of 3500 to 5500 feet, yields 
high-gravity oil from zones varying from 125 to 350 feet in 
thickness.  At December 31, 1996, the sales price of Orcutt oil 
was $21.36 per barrel.

ENVIRONMENTAL SERVICES 

     The Company owns two commercial Class II (as designated by 
the Environmental Protection Agency) disposal facilities at which 
fluids and solids produced in oil field operations conducted by 
Geo and by other operators are injected into the subsurface for 
disposal. Such facilities are located at Geo's Oxnard property.  
Historically, these operations did not contribute significantly 
either to gross revenues or earnings, but Geo has over the last 
two years increased its efforts to attract non-affiliates to 
dispose of oil field wastes in Geo's facilities for a per-barrel 
fee. These efforts have resulted in a significant increase in 
revenues at the facilities.  
<PAGE>
     The most significant increase in revenues has resulted from 
the September 1996 granting of a new permit to Geo by the 
California Division of Oil and Gas.  This permit provides for the 
disposal of "tank bottoms" in Geo's wells, in addition to 
produced waste water.  Tank bottoms consist of the mud, paraffin, 
and sand, which accumulate at the bottom of oil production tanks 
and must be periodically removed and disposed of.  The past 
primary method for handling such wastes is an expensive surface 
disposal process.  Geo can offer substantial savings to oil 
operators by disposing of the tank bottoms in its disposal well, 
and still maintain an excellent profit margin.

     Water and tank bottoms produced by other oil operators are 
hauled to Geo's disposal sites, treated, stored, screened, and 
injected into wells operated in a joint venture with Capitan 
Resources, Inc., an affiliate, which provides the capital for 
disposal facilities and retains 25% of the revenues. In 1996, 
Capitan entered into a transaction with affiliates of Drake 
Capital Securities, Inc. by which the latter acquired a portion 
of Capitan's interest in the disposal facilities. See "Certain 
Relationships and Related Transactions." 

     The price received by Geo for Class II fluids averages about 
$0.60 per barrel for water and $6.50 for tank bottoms. The 
Company currently has contracts with two major oil companies, a 
utility, and eight independents to dispose of their wastes. 
Because there are few high-capacity waste disposal wells 
permitted by the California Division of Oil & Gas, and an 
expanding need by operators to dispose of their waste water and 
tank bottoms, Geo's operations of this type are capable of 
substantial growth. 

NATURAL GAS STORAGE PROJECT 

     Geo has been conducting preliminary negotiations with a 
large California utility regarding the use of one of Geo's fields 
for the underground storage of up to thirty billion cubic feet 
(30 BCF) of natural gas. Preliminary studies have indicated the 
feasibility of the project.  It is expected that construction of 
the project would result in payment of storage and injection fees 
to Geo.  In addition, the injection of gas under pressure into 
the oil zones would increase production by driving the oil to the 
well bores.   However, the construction of pipelines bringing 
large volumes of gas to California has caused the utility to 
defer further action on the storage project indefinitely. Geo has 
no plans to pursue the development of the underground storage 
project.





<PAGE>
ESTIMATED OIL AND GAS RESERVES

     At January 1, 1997, the Company's net proved oil and gas 
reserves, as estimated by its independent petroleum engineers, 
Sherwin D. Yoelin and Greg Martin, amounted to 33,546,716 barrels 
of oil and 5,826,650 Mcf of natural gas, of which 3,427,523 
barrels and 5,094,378 Mcf were classified as proved developed. 
Future cash flows attributable to such proved developed reserves 
(before income taxes) are estimated to be $57,001,635 at December 
31, 1996, and the discounted value thereof, at 10%, is estimated 
to be $33,964,428. 

Proved undeveloped reserves were a net 29,566,230 barrels.  
In order to develop these reserves, the Company would be required 
to obtain about $70,800,000 for the drilling of 250 conventional 
wells.  With full development using conventional methods, future 
net revenues of $280,836,000 would be achieved, having a present 
net worth, discounted at 10% per annum, of $128,268,773, 
according to the report of an independent petroleum engineer. 

A major portion of the Company's oil reserves is comprised 
of heavy crude.  This portion is highly price sensitive, costs 
more to produce than lighter crudes, and receives a lower price 
in the market.  Accordingly, a price at or above 1995-1996 levels 
is needed in order to cover operating costs and yield a profit 
utilizing current completion and production techniques.

     There are numerous uncertainties inherent in estimating oil 
and gas reserves and their values, including many factors beyond 
the control of the producer. The reserve data set forth above 
represent only estimates. Reserve engineering is a subjective 
process of estimating underground accumulations of oil and gas 
that cannot be measured in an exact amount. The accuracy of any 
reserve estimate is a function of the quality of available data 
and of engineering and geological interpretation and judgment. As 
a result, estimates of different engineers may vary. In addition, 
estimates of reserves are subject to revision by the results of 
drilling, testing and production subsequent to the date of such 
estimate.  Accordingly, reserve estimates are often different 
from the quantities of oil and gas that are ultimately recovered. 
The meaningfulness of such estimates is highly dependent upon the 
accuracy of the assumptions upon which they were based. 

     In general, the volume of production from oil and gas 
properties declines as reserves are depleted. Except to the 
extent the Company acquires properties containing proved reserves 
or conducts successful exploration and development activities, or 
both, the proved reserves of the Company will decline as reserves 
are produced. The Company's future oil and gas production is, 
therefore, highly dependent upon its level of success in 
acquiring or developing additional reserves. 

<PAGE>
     For additional information concerning the discounted future 
net cash flows to be derived from these reserves see Note 11 to 
the Financial Statements included elsewhere herein. 

     The Company's estimates of reserves have not been filed with 
or included in reports to any federal agency other than the 
Securities and Exchange Commission.

TITLE TO PROPERTIES
 
     While Geo has been in possession of its major properties, 
Bandini-East Los Angeles, Orcutt and Oxnard, for at least seven 
years and has not received notice of an adverse claim, Geo has 
not obtained title insurance or a title opinion covering such 
properties, but has relied upon title abstracts of the public 
records and the apparently unchallenged possession of its 
predecessors in interest. Consequently, while Geo believes that 
title to its properties is satisfactory, it would be unable to 
demonstrate such fact without obtaining title insurance or 
opinions which Geo believes is not cost-effective or otherwise 
warranted under the circumstances.  Generally, once production 
has been established on an oil and gas lease, production must be 
maintained in quantities sufficient to pay the costs of 
operations, or the lease will terminate of its own accord. Geo 
believes that all of its material leases have been kept in force 
by production. See "Description of Property-Oxnard Field."

     Title to the Company's properties is, in addition, subject 
to royalty and overriding royalty interests and to contractual 
arrangements customary in the oil and gas industry, to liens for 
work and materials, current taxes not yet due and to other minor 
encumbrances. Geo has not encumbered any of its properties to 
secure bank indebtedness. See "Certain Transactions" for a 
description of a lien to a shareholder which will be released 
upon payment of Geo's existing bank indebtedness. 

MARKETS

     GENERAL.

     The market for oil and natural gas produced by the Company 
depends on factors beyond its control, including the extent of 
domestic production and imports of oil and natural gas, the 
proximity and capacity of natural gas pipelines and other 
transportation facilities, demand for oil and natural gas, the 
marketing of competitive fuels and the effects of state and 
federal regulation of oil and natural gas production and sales. 
The oil and gas industry as a whole also competes with other 
industries in supplying the energy and fuel requirements of 
industrial, commercial and individual consumers. 


<PAGE>
     Legislation has been enacted which permits the export of 
Alaskan North Slope crude oil primarily to the Far East. 
Previously, large quantities of such crude were shipped to 
California for refining and sale, which depressed prices paid for 
California crudes. The major producer of Alaskan oil commenced 
delivery of a substantial portion of its oil to the Far East in 
1996. Such reduction of Alaskan supplies to the West Coast has 
commenced to the effect of increasing the price paid for 
California crude oil.
     
     The Company, during 1996, experienced a substantial increase 
in the price paid for its oil and anticipates that there may be a 
further strengthening in the prices for both its oil and gas 
production, but that periods of unstable pricing may occur. The 
Company will be subject to variations in cash flow depending upon 
changes in prices paid for oil and gas. Based upon historical 
swings in prices, the Company does not envision a situation where 
reductions in prices will create an operating loss from its 
properties, taken as a whole, at the field level. Severe drops in 
prices would, however, strain the Company's ability to conduct 
remedial work using its revenues.

COMPETITION

     The oil and gas industry is highly competitive. Competitors 
include major oil companies, other independent oil and gas 
companies, and individual producers and operators, many of which 
have financial resources, staffs and facilities substantially 
greater than those of the Company. The Company faces intense 
competition for the acquisition of producing oil and gas 
properties that are being divested by major and independent oil 
and gas companies. 

ACREAGE 

     The following table reports the Company's developed and 
undeveloped leasehold and mineral acreage at December 31, 1996. 
All of the Company's acreage is in California.

     Developed     Developed     Undeveloped     Undeveloped
       Gross          Net           Gross            Net
     -------------------------------------------------------
       1950           1790          4930             4610

     As is customary in the oil and gas industry, the Company is 
generally able to retain its ownership interest in undeveloped 
acreage by production of existing wells, by drilling activity 
which establishes commercial reserves sufficient to maintain the 
lease, or by payment of delay rentals. All of the acreage listed 
above as "undeveloped" is acreage which is held by production, 
but upon which no wells have presently been drilled. 

<PAGE>
PRODUCTION 

     The average sales prices received for and the related costs 
of the Company's production for the periods ended December 31, 
1994, 1995 and 1996 are shown below.
<TABLE>
<CAPTION>
                                           December 31
                                           -----------
Average Sales Price Received           1994     1995     1996
                                      ------------------------
<S>                                   <C>      <C>      <C>
Oil                                   $15.08   $16.23   $20.35
Gas                                   $ 2.17   $ 1.48   $ 1.91
Average Production Cost per
 equivalent barrel (1)                $10.00   $7.06    $11.29
</TABLE>

(1) Since all of the Company's gas is produced in association 
with oil, it is not feasible to separately determine production 
costs. Consequently, production costs have been stated in 
equivalent barrels. Average cost includes the cost of producing 
oil attributable to landowners royalty and overriding royalty 
and, thus, represents the cost of gross production.

     Volumes (net to the interest of the Company) of production 
of oil and gas for the periods ended December 31, were as 
follows:
<TABLE>
<CAPTION>
                                       1995           1996
                                      -------        ------
<S>                                   <C>            <C>
Gas (Mcf)                             172,907        62,405
Oil and liquids (bbls)                110,560        49,407
</TABLE>

PRODUCING WELL SUMMARY

     Set forth below is a tabulation of the number of producing 
wells in which the Company possessed an interest at December 31, 
1994, 1995 and 1996.
<TABLE>
<CAPTION>
                                       December 31
                            1994          1995          1996
                            ----          ----          ----
<S>                          <C>           <C>           <C>
Gross                        30            32            23
Net                          26            29            22
</TABLE>

<PAGE>
RECENT DRILLING ACTIVITIES

     During the three year period ended December 31, 1996, the 
Company did not drill or participate in the drilling of 
development or exploratory wells. During the quarter ended March 
31, 1997, the Company did not participate in or drill any wells.

OFFICES
 
     The Company leases office space in Torrance, California, 
aggregating some 500 square feet. The Company has no long-term 
lease commitments.  It anticipates executing a lease on 2000 
square feet of office space and moving into such space during the 
second quarter of 1997.

EMPLOYEES

     Geo has ten full time employees, three of whom are general 
or administrative; the remaining seven being field employees. Two 
of the employees are related to Gerald T. Raydon, the chief 
executive officer and principal shareholder of the Company. In 
1997, the Company intends to increase the number of its employees 
by the addition of a Chief Financial Officer and both 
administrative and field personnel in order to conduct the 
expansion of its activities. The Company is not a party to any 
collective bargaining or other collective labor agreement.

ITEM 3.  LEGAL PROCEEDINGS

     At December 31, 1996, the Company was a defendant to several 
lawsuits in which the plaintiff claimed that the Company had 
failed to perform certain obligations, which the Company 
disputed. The aggregate amount claimed by all plaintiffs is 
approximately $28,000. The Company believes that all of such 
suits will be settled for less than the amount claimed and that 
none is material to the Company or its properties. 

     In December 1995, the Company filed a law suit in the 
Superior Court for the County of Los Angeles, California, styled 
Geo Petroleum, Inc. v. Hydrotest, in the amount of $63,000 
---------------------------------
against a contractor for lost revenue and damages incurred while 
performing services on one of the Company's oil and gas 
properties.  The contractor-defendant has filed for protection 
under the U.S. Bankruptcy Code and therefore the suit has been 
stayed.

     In August 1995, various persons affiliated with the W. 
Averell Harriman interests commenced a suit, to which Geo is not 
a party, in the Superior Court for the County of Los Angeles, 
California, styled  (No. SC 037968). The suit has been suspended 
until at least January 1, 1998. Prior to such time, the 
<PAGE>
plaintiffs had provided collateral which was used to secure a 
loan from the Bank to Geo. In the suit, the plaintiffs claim, 
inter alia, that the Bank or one of its officials converted 
certain dividends that had accrued on the collateral. The 
plaintiffs assert that had they known of the conversion, they 
would not have consented to a renewal and recollateralization of 
the bank loan. Geo is not a party to the litigation, but should 
the plaintiffs be successful in the litigation, they might 
receive back the collateral which secures repayment of Geo's loan 
from the Bank. Geo is nevertheless liable to repay the bank loan, 
which has an outstanding balance of approximately $710,000. See 
"Certain Relationships and Related Transactions." The litigation 
appears to be quiescent.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were submitted for a vote of Security Holders 
during the fourth quarter of 1996.

                            PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

     Since August 1996, the shares of common stock of the Company 
have been traded on the Electronic Bulletin Board of the National 
Association of Securities Dealers, Inc. Prior to August 1996, 
there was no public market for the common stock. The following 
table sets for the high and low bid prices of the common stock 
for the periods indicated as reported by the National Association 
of Securities Dealers, Inc. The average daily trading volume of 
the common stock in 1996 was approximately 1592 shares. The 
prices set forth below reflect inter-dealer prices, without 
retail mark-up, mark-down or commission, and may not represent 
actual transactions.

     Year Ended 1996                    HIGH BID    LOW BID

        Third Quarter                     4.00        4.00
        Fourth Quarter                    4.50        4.50

On March 31, 1997, the reported closing price per share was $6-
7/8. 

HOLDERS OF COMMON EQUITY

     At December 31, 1996, there were approximately 98 holders of 
record known to the Company of the common equity of the Company. 
At March 31, 1997, there were approximately 192 holders of record 
of the common equity known to the Company.

<PAGE>

DIVIDENDS

     The Company has never paid dividends on its common equity 
and has no plans to do so in the foreseeable future. There are no 
agreements to which the Company is a party or by which its 
property is bound which restricts the payment of dividends.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF 
OPERATION

     The following discussion and analysis for the years ended 
December 31, 1996, and 1995, should be read in conjunction with 
the Consolidated Financial Statement of the Company and the Notes 
thereto and the Selected Financial Data included elsewhere in 
this statement.

RESULTS OF OPERATIONS

     1996 compared with 1995.  During the year ended December 31, 
1996, Geo had a net loss of $430,559 and cash used in operations 
                            --------
of $325,632, compared to net income of $153,401 and cash provided 
   --------
by operations of $201,844 for 1995.  Oil and gas revenues 
decreased 47% to $823,695 for 1996 compared to $1,563,206 for 
1995. This was attributable mostly to decreased production as a 
result of the idling or intermittent production of a significant 
number of wells, due to inadequate funds for the repair and 
maintenance of the wells.  A 25% increase in average oil prices, 
to $20.35 per barrel by year-end, and a 4% increase in gas 
prices, to $1.91 per Mcf, partly offset the decreased production.
     
     Average production costs per barrel of oil and equivalents 
increased 60% to $11.29 for 1996, compared to $7.06 for 1995.  
The 1996 percentage decrease in production revenues exceeded the 
percentage decrease in costs, causing a greater allocation of 
fixed and other costs to a smaller amount of BOE during 1996.  In 
the Company's experience, increased production per well, as 
planned by the Company for 1997 could result in a decrease of 
costs per BOE.

     Lease operating expenses for 1996 amounted to $675,292, as 
compared to $943,283 for 1995, a 28% decrease over the previous 
year, reflecting the smaller number of wells on production and 
the reduced level of maintenance expenditures.





<PAGE>
     General and administrative expenses for 1996 were $277,107, 
as compared to $402,978 for 1995, a decrease of 31%.  While 
substantial administrative costs were incurred in connection with 
preparing, offering, negotiating and consummating equity 
offerings and joint ventures, and in registering the Company's 
shares, certain legal, investment banking, and accounting 
expenses in connection with such offerings were offset against 
paid-in capital.

     Interest expense for 1996 was $360,581, as compared to 
$377,706 for 1995, a decrease of 5%.  This decrease was due to 
the reduction of loan principal amounts.  The Company's provision 
for depletion and depreciation decreased to $88,596 for 1996, as 
compared to $196,484 for 1995, a decrease of 55%.
 
CAPITAL RESOURCES AND LIQUIDITY

     Financial Position.  At December 31, 1996, the Company's 
total assets increased by approximately $2,491,276 over December 
31, 1995, primarily as a result of the capital obtained from the 
sale of common stock in private placements.  At December 31, 
1996, the Company had a working capital surplus of $1,566,382 as 
compared to a working capital deficiency of $2,303,360 at 
December 31, 1995.  This represents an improvement in the 
Company's working capital position of $3,869,742.  In 1996 and 
prior years, the net cash flow from the properties of the Company 
has been sufficient to fund its costs of operations but 
insufficient to fund both such costs and its debt servicing 
requirements.

     The Company's primary sources of liquidity and capital 
resources in the near term will consist of the working capital on 
hand and the funds derived from its oil and gas production and 
water disposal operations.  The Company intends to invest the 
funds remaining after debt reduction in order to commence 
producing its proved developed non-producing and proved 
undeveloped reserves.  These activities are for the purpose of 
increasing production and revenues.  Capital resources will be 
augmented by any such funds as may be derived from the sale of 
equity in the Company and transfer of partial interests in its 
properties in exchange for development capital.   The Company's 
net revenues from oil and gas sales in excess of production and 
operating expenses during 1996 and 1995 were $148,403 and 
$619,923, respectively.
                                                       
     Cash used in operations for the year ended December 31, 
1996, was $325,632, compared to cash provided by operations of 
$201,844 for the year ended December 31, 1995.  This increase in 
cash used in operations was primarily a result of decreased 
revenues resulting from the circumstances set forth above in this 
Discussion.

<PAGE>
     During 1996, Geo sought long-term equity financing.  The 
first step in obtaining it was a merger with Drake Investment 
Corporation, which closed on April 9, 1996.  This was for the 
purpose of increased access to capital sources and expansion of 
the shareholder base.  The Company then sold shares of its common 
stock and warrants in private offerings, which enabled the 
Company to eliminate its working capital deficiency and reduce 
its debt and interest obligations.  The funds were received too 
late in the year to allow Geo to commence its plan of performing 
improvement and remedial work on its existing properties.  Such 
plan is now scheduled for implementation in 1997.  The farm-out 
agreement with Saba Petroleum will cause the drilling of a large 
number of wells on Geo's properties if the initial wells are 
successful.   All of these activities are expected to 
substantially increase the revenues of the Company and permit it 
to continue to operate on a positive cash flow basis.

     SOURCES OF CAPITAL RESOURCES.  During the year ended 
December 31, 1996, the Company was able to extend the maturity 
date of its bank credit facility in the amount of $1,460,000 to 
January 1, 1998.  This facility is secured by collateral pledged 
by minority shareholders of the Company and is not secured by any 
of the assets of the Company.  The sum of $750,000 from the 
proceeds of the equity offering was used to pay down the loan to 
$710,000.

     The Company's cash used in investing activities, primarily 
additions to its oil and gas properties, was $270,565 in 1996 and 
$451,551 in 1995.  This was financed in 1996 by common stock sold 
in private placements, by cash from by operations, and by the 
proceeds from the issuance of additional notes payable.

     Net cash provided by financing activities amounted to 
$2,724,458 in 1996 and $210,398 in 1995.  This cash was primarily 
the net proceeds from the sale of common stock and warrants in 
1996 and the issuance of notes payable in 1995.

     TRENDS.  As a result of successfully completing its equity 
offerings, the redemption of preferred stock and promissory 
notes, as well as the paydown of its bank loan, the costs of 
capital and interest costs for the Company will decrease in 
1997.The Company also expects that it will be able to increase 
its revenues by investing a portion of the proceeds of the 
offerings in remedial and recompletion operations and development 
drilling.  Such operations commenced promptly after obtaining the 
equity funds.  Due to the expected increase in activities, the 
Company anticipates that its general and administrative expenses 
will measurably increase for the purpose of hiring additional 
personnel, expanding its administrative offices and increasing 
compensation to its existing staff, including its president.  


<PAGE>

     Legislation has been enacted which permits the export of 
Alaskan North Slope crude oil, primarily to the Far East.  
Previously, large quantities of such crude were shipped to 
California for refining and sale, which depressed prices paid for 
crude oil produced in California.  The major producer of Alaskan 
oil has commenced shipping a large portion of its oil production 
from Alaska to the Far East.  Such reduction of Alaskan supplies 
to the West Coast has commenced to have the effect of increasing 
the price paid for California crude oil, which has increased by 
an average of $4.01 per barrel during 1996 as compared to 1995.  

     Geo anticipates that there will be a gradual strengthening 
in the prices for both its oil and gas production, but that 
cyclical swings in pricing will likely occur.  The Company will 
be subject to variations in cash flow depending upon changes in 
prices paid for oil and gas.  Based upon historical swings in 
prices, the Company does not envision a situation where 
reductions in prices will create an operating loss from its 
properties at the field level.  Severe drops in prices would, 
however, strain the Company's ability to conduct remedial work 
using its revenues.

CAPITAL BUDGET

     During 1997, the Company will utilize the proceeds of its 
equity offerings, after payment of a portion of its debt and 
accounts payable, primarily for the repair, reworking, and 
recompletion of wells and improvement of production facilities in 
the East Los Angeles/Bandini and Rosecrans Fields.  The amount 
budgeted is $1,650,000, to be spent on 27 wells and on the 
related production facilities.

INFLATION

     In recent years inflation has not had a significant impact 
on the Company, its operations or financial condition.















<PAGE>
ITEM 7.  FINANCIAL STATEMENTS

     The following financial statements and supplementary data 
for the Company are included as part of this form 10-KSB:


                                                            Page
                                                           Number
                                                           ------

Report of Ernst & Young LLP, Independent Auditors           F-1

Balance Sheets at December 31, 1996 and 1995                F-2

Statements of Operations 
for the years ended December 31, 1996 and 1995              F-4

Statements of Stockholders' Equity 
for the years ended December 31, 1996 and 1995              F-5

Statements of Cash Flows 
for the years ended December 31, 1996 and 1995              F-6

Notes to Financial Statements                               F-9


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 
ACCOUNTING AND FINANCIAL DISCLOSURE

     The Company changed its independent accountants as of the 
end of its 1994 year. Deloitte & Touche LLP had audited the 
financial statements of Geo for the year ended December 31, 1994. 
There were no disagreements with Deloitte & Touche LLP respecting 
accounting or auditing matters.  Effective January 1, 1996, Geo 
as a matter of business judgment engaged the services of Ernst & 
Young LLP for Geo's 1995 audit.  The change was approved by the 
Board of Directors of Geo.

     A letter confirming the foregoing from Deloitte & Touche LLP 
was filed as an exhibit to Geo's Form 10-SB registration 
statement.  Geo did not discuss the application of accounting 
principles to any specific transaction or the type of audit 
opinion that might be rendered, prior to engaging its new 
accounting firm. 








<PAGE>
Report of Independent Auditors

Stockholders and Board of Directors
Geo Petroleum, Inc.

We have audited the accompanying balance sheets of Geo Petroleum, 
Inc. as of December 31, 1996 and 1995 and the related statements 
of operations, stockholders' equity, and cash flows for the years 
then ended. 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 audits 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, the financial statements referred to above 
present fairly, in all material respects, the financial position 
of Geo Petroleum, Inc. at December 31, 1996 and 1995, and the 
results of its operations and its cash flows for the years then 
ended in conformity with generally accepted accounting 
principles.


Ernst & Young LLP

Los Angeles, California
March 28, 1997














                           Page F-1


<PAGE>
                       Geo Petroleum, Inc.

                         Balance Sheets
<TABLE>
<CAPTION>
                                              DECEMBER 31
                                         1996             1995
                                      ---------------------------
<S>                                   <C>            <C>
ASSETS
Current assets:
 Cash and cash equivalents            $  2,228,826   $   100,565
 Accounts receivable:
  Accrued oil and gas revenues 
   (net of allowance for doubtful
   accounts of $17,775 in 1995)            151,586       161,308
  Joint interest and other                 419,361       200,026
 Prepaid expenses and other, net            52,876        52,413
                                      ---------------------------
Total current assets                     2,852,649       514,312




Property and equipment:
  Oil and gas properties                 4,927,176     4,698,877
  Office furniture and equipment            51,989        65,948 
                                      ---------------------------
                                         4,979,165     4,764,825
Accumulated depletion and 
 depreciation                           (1,098,805)   (1,037,404)
                                      ---------------------------
                                         3,880,360     3,727,421
                                      ---------------------------



Total assets                          $  6,733,009   $ 4,241,733
                                      ===========================
SEE ACCOMPANYING NOTES.
</TABLE>








                           Page F-2
 

<PAGE>
                       Geo Petroleum, Inc.

                    Balance Sheets (Continued)
<TABLE>
<CAPTION>
                                              DECEMBER 31
                                         1996             1995
                                      ---------------------------
<S>                                   <C>            <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable:
  Accrued royalties                   $    431,388   $   438,507
  Trade and other                          396,110       283,161
 Dividends payable                          14,104        20,120
 Accrued expenses                          119,643       107,821
 Current portion of notes payable          325,022     1,968,063
                                      ---------------------------
Total current liabilities                1,286,267     2,817,672

Long-term portion of notes payable         530,000             -

Redeemable convertible preferred stock, 
 $1,000 par value; authorized 100,000 
 shares; issued and outstanding 101.29 
 and 505.15 shares at December 31, 1996 
 and 1995, respectively                    101,289       505,150

Stockholders' equity:
  Common stock, no par value; authorized 
   50,000,000 shares; issued and 
   outstanding 7,603,324 and 4,477,913 
   shares at December 31, 1996 and 1995, 
   respectively                          6,615,634     2,157,702
  Accumulated deficit                   (1,800,181)   (1,238,791)
                                      ---------------------------
Total stockholders' equity               4,815,453       918,911
                                      ---------------------------
Total liabilities and stockholders' 
 equity                               $  6,733,009   $ 4,241,733 
                                      ===========================
SEE ACCOMPANYING NOTES.
</TABLE>









<PAGE>
                       Geo Petroleum, Inc.

                    Statements of Operations
<TABLE>
<CAPTION>
                                        YEAR ENDED DECEMBER 31
                                         1996             1995
                                      ---------------------------
<S>                                   <C>            <C>
Revenues:
 Oil and gas sales                    $    823,695   $ 1,563,206
 Other revenue                             176,043       552,544
 Interest income                             6,208         3,102
                                      ---------------------------
                                         1,005,946     2,118,852

Expenses:
 Lease operating expenses                  675,292       943,283
 Depletion and depreciation                 88,596       196,484
 Amortization of deferred loan costs        34,929        45,000
 General and administrative                277,107       402,978
 Interest expense                          360,581       377,706
                                      ---------------------------
Income (loss) before income taxes         (430,559)      153,401
Provision for income taxes                       -             -
                                      ---------------------------
Net income (loss)                         (430,559)      153,401
Less preferred stock dividends            (130,831)      (20,120)
                                      ---------------------------
Net income (loss) applicable to 
 common stock                         $   (561,390)  $   133,281
                                      ===========================

Net income (loss) per share of 
 common stock                         $      (0.11)  $      0.03
                                      ===========================
SEE ACCOMPANYING NOTES.
</TABLE>











                           Page F-4


<PAGE>
                       Geo Petroleum, Inc.

               Statements of Stockholders' Equity

<TABLE>
<CAPTION>
                           Number of 
                            Common
                            Shares        Common      Accumulated     
                          Outstanding      Stock        Deficit      Total
                         -----------------------------------------------------
<S>                        <C>           <C>          <C>          <C>
Balance at
  December 31, 1994        4,288,454     $ 2,147,702  $(1,372,072) $  775,630
 Net income                        -               -      153,401      53,401
 Issuance of common stock
  as payment for services    189,459          10,000            -      10,000
 Preferred stock dividends         -               -      (20,120)    (20,120)
                         -----------------------------------------------------
Balance at 
  December 31, 1995        4,477,913       2,157,702   (1,238,791)    918,911

Net loss                           -              -     (430,559)   (430,559)
Issuances of common stock:
  Sold in private
   placements              2,320,506       3,779,790           -   3,779,790
  Conversion of redeemable
   convertible preferred
   stock and related
   dividends payable         156,749         391,872           -     391,872
  Exchange of certain notes
   payable and related
   accrued interest           74,570         186,428           -     186,428
  Payment for services        76,040          79,842           -      79,842
  Acquisition of Drake
   Investment Corp.          497,546          20,000           -      20,000
 Preferred stock dividends         -               -    (130,831)   (130,831)
                         -----------------------------------------------------
Balance at
 December 31, 1996         7,603,324     $ 6,615,634  $(1,800,181) $ 4,815,453
                         =====================================================
SEE ACCOMPANYING NOTES.
</TABLE>







                           Page F-5

<PAGE>
                       Geo Petroleum, Inc.

                    Statements of Cash Flows

<TABLE>
<CAPTION>
                                        YEAR ENDED DECEMBER 31
                                        1996              1995
                                      ---------------------------
<S>                                   <C>            <C>
OPERATING ACTIVITIES
Net income (loss)                     $   (430,559)  $   153,401
Adjustments to reconcile net income
 (loss) to net cash (used in)
 provided by operating activities:
  Depletion and depreciation                88,596       196,484
  Amortization of deferred loan costs       34,929        45,000
  Payment in common stock for services      79,842        10,000
  Changes in operating assets and liabilities:  
   Accounts receivable                    (209,613)     (107,626)
   Prepaid expenses and other                 (463)      (46,619)
   Accounts payable                         99,814       (77,920)
   Accrued expenses                         11,822        29,124
                                      ---------------------------
Net cash (used in) provided by 
 operating activities                     (325,632)      201,844
  
INVESTING ACTIVITIES  
Acquisition of Drake Investment Corp.       20,000             -
Additions to property and equipment       (396,565)     (451,551)
Sale of property                           106,000             -
                                      ---------------------------
Net cash used in investing activities     (270,565)     (451,551)
</TABLE>















                           Page F-6


<PAGE>
                      Geo Petroleum, Inc.

               Statements of Cash Flows (Continued)

<TABLE>
<CAPTION>
                                        YEAR ENDED DECEMBER 31
                                        1996              1995
                                      ---------------------------
<S>                                   <C>            <C> 
FINANCING ACTIVITIES  
Proceeds from notes payable           $    171,246   $   307,000
Payments on notes payable               (1,075,178)     (121,000)
Payments in common stock for interest       43,565             -
Bank overdraft                                   -       (26,002)
Common stock sold in private placements  3,779,790             -
Preferred stock sold                        23,500        50,400
Dividends paid                             (72,523)            -
Preferred stock redeemed                  (145,942)            -
                                      ---------------------------
Net cash provided by financing
 activities                              2,724,458       210,398
                                      ---------------------------
Net increase (decrease) in cash and
 cash equivalents                        2,128,261       (39,309)
  
Cash and cash equivalents at
 beginning of year                         100,565       139,874
                                      ---------------------------
Cash and cash equivalents at
 end of year                          $  2,228,826   $   100,565
                                      ===========================
  
SUPPLEMENTAL DISCLOSURE OF 
CASH FLOW INFORMATION  
Cash paid during the year
 for interest                         $    308,261   $   414,821
                                      ===========================
Cash paid during the year for
 income taxes                         $        810   $       800
                                      ===========================
</TABLE>










<PAGE>
                       Geo Petroleum, Inc.

                Statements of Cash Flows (continued)

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING 
ACTIVITIES:
During 1995, the Company issued 454.75 shares of the Company's 
redeemable convertible preferred stock in exchange for the 
retirement of certain notes payable aggregating $454,750. 
Additionally, the Company issued 2.4 shares of the Company's 
redeemable convertible preferred stock to an individual as a 
finder's fee for services rendered in 1995. In connection with 
the issuance of the Company's redeemable convertible preferred 
stock, fourth quarter dividends amounting to $20,120 were 
declared and payable as of December 31, 1996. Also, the Company 
issued 189,459 shares of common stock to a consulting company as 
payment for services that were performed in 1995 and 1994.

During 1996, the Company issued 66.25 shares of the Company's 
redeemable convertible preferred stock in exchange for the 
retirement of certain notes payable aggregating $66,250. 
Additionally, the Company issued 74,570 shares of the Company's 
common stock in exchange for the retirement of certain notes 
payable and related accrued interest aggregating $186,428. The 
Company issued 156,749 shares of the Company's stock in exchange 
for the retirement of 347.67 shares of the Company's redeemable 
convertible preferred stock and related dividends payable 
aggregating $391,872. Also, the Company issued 51,040 shares of 
common stock to the holders of the collateral for the note 
payable to bank as compensation for extending the availability of 
the collateral for the note to January 1, 1998. Also, the Company 
issued 25,000 shares of common stock for legal services that were 
performed in 1996.

SEE ACCOMPANYING NOTES.

















<PAGE>
                       Geo Petroleum, Inc.

                  Notes to Financial Statements

                        December 31, 1996



1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Geo Petroleum, Inc. (the "Company") is an oil and gas production 
company founded in 1986 and incorporated in the state of 
California. The Company engages in the development, production 
and management of oil and gas properties located in California.

COMMON STOCK SPLIT

On April 30, 1996, the Company's common stock was split at a rate 
of 2.5505-for-1 in accordance with a resolution of the Company's 
Board of Directors. All references to the number of common stock 
shares contained in these financial statements have been adjusted 
to reflect the stock split.

CASH AND CASH EQUIVALENTS

Cash equivalents include certificates of deposit with original 
maturity dates of less than three months. The Company maintains a 
$100,000 certificate of deposit for state of California 
authorization purposes to perform oil and gas well recompletions. 
These funds are subject to certain withdrawal restrictions until 
completion of the work.

DEFERRED CHARGE

The deferred charge consists of unamortized loan costs. Certain 
deferred loan costs were amortized over five years through 
September 1995 (see Note 4), and related amortization expense was 
$45,000 in 1995. Other deferred loan costs of $77,992 were 
incurred in 1996 and are being amortized over the term of the 
Company's note payable to bank which is due January 1, 1998. 
Related amortization expense was $34,929 in 1996.






                           Page F-9


<PAGE>
                       Geo Petroleum, Inc.

              Notes to Financial Statements (continued)



1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 
(CONTINUED)

INVESTMENT IN PARTNERSHIP

Included in oil and gas properties is an investment in a general 
partnership that was created in 1991 to produce oil at a well 
located on one of the Company's oil and gas properties. The 
Company is the managing partner in this general partnership, and 
this investment is accounted for under the pro rata consolidation 
method.

PROPERTY AND EQUIPMENT

The Company follows the full cost method of accounting for oil 
and gas properties. Accordingly, all costs associated with the 
acquisition, exploration and development of oil and gas reserves 
are capitalized as incurred. The costs of oil and gas properties 
are accumulated in a cost center and are subject to a cost center 
ceiling which such costs do not exceed. The Company has not 
capitalized any of its internal costs in oil and gas properties.

All capitalized costs of oil and gas properties, including the 
estimated future costs to develop proved reserves, are depleted 
over the estimated useful lives of the properties by application 
of the unit-of-production method using only proved oil and gas 
reserves, excluding future estimated costs and related proved 
undeveloped oil reserves at the Vaca Oil Sands property, which 
relate to a major development project involving an enhanced 
recovery process as more fully discussed additional in Note 11. 
The evaluations of the oil and gas reserves were prepared by 
Sherwin D. Yoelin, a petroleum engineer. Depletion expense 
recorded for the years ended December 31, 1996 and 1995 was 
$83,417 and $196,484, respectively.

Substantially all additions to oil and gas properties in 1996 and 
1995 relate to recompletions of existing producing or previously 
producing wells. During 1996, the Company received of $166,000 
from the sale of certain oil and gas interests which were 
credited to property and equipment.






<PAGE>
                       Geo Petroleum, Inc.

              Notes to Financial Statements (continued)




1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 
(CONTINUED)

PROPERTY AND EQUIPMENT (CONTNUED)

The Company's oil and gas producing properties are estimated by 
the Company's independent petroleum engineer to have remaining 
producing lives in excess of 17 years. The Company's policy for 
accruing site restoration and environmental exit costs related to 
its oil and gas production is that such costs are accounted for 
in the Company's calculation of depletion expense.

Depreciation of office equipment and furniture is computed using 
the straight-line method, with depreciation rates based upon 
their estimated useful lives, which range between five and seven 
years. Depreciation expense was $5,179 and $5,198 for the years 
ended December 31, 1996 and 1995, respectively.

REVENUE

Revenue from oil and gas sales is recognized upon delivery of the 
oil and gas to the Company's customer. Such revenue is recorded 
net of royalties and certain other costs that the Company incurs 
to bring the oil and gas into salable condition.

The Company had one significant customer in 1996 and 1995 which 
comprised approximately 82% and 53% of gross oil and gas sales, 
respectively.

OTHER REVENUE

Included in other revenue for 1995 is $250,000 received from the 
settlement of a lawsuit against a contractor for damages incurred 
while performing services on one of the Company's oil and gas 
properties.










<PAGE>
                       Geo Petroleum, Inc.

              Notes to Financial Statements (continued)




1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 
(CONTINUED)


EARNINGS (LOSS) PER COMMON SHARE

Net income (loss) per common share is based upon average number 
of outstanding common shares, adjusted for the stock split 
described above, during each year (4,976,764 shares in 1996 and 
4,383,183 shares in 1995). Such calculations for 1996 do not 
assume any conversion of the redeemable convertible preferred 
stock into common stock or the exercise of outstanding warrants 
into common stock because such assumptions are anti-dilutive. 
Such calculations for 1995 do not assume any conversion of the 
redeemable convertible preferred stock into common stock because 
determination of the conversion price was subject to future 
events at that time.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of financial statements in conformity with 
generally accepted accounting principles requires management to 
make estimates and assumptions that affect the reported amounts 
of assets and liabilities and disclosures of contingent assets 
and liabilities at the date of the financial statements and the 
reported amounts of revenues and expenses during the reporting 
period. Actual results could differ from those estimates.

2.  ACQUISITION OF DRAKE INVESTMENT CORP.

On April 9, 1996, the Company acquired all of the outstanding 
common stock of Drake Investment Corp. ("Drake") in exchange for 
497,546 shares of the Company's common stock. The primary purpose 
of the acquisition was to expand the base of the Company's 
stockholders. Drake's net assets were comprised primarily of cash 
and cash equivalents. This transaction was accounted for as a 
purchase in accordance with Accounting Principles Bulletin 
No. 16, "Business Combinations," and the transaction was recorded 
at the fair value, $20,000, of the assets received for the 
Company's common stock.





<PAGE>
                       Geo Petroleum, Inc.

              Notes to Financial Statements (continued)



3.  FARM-OUT OF VACA OIL SANDS PROPERTY

On December 23, 1996, the Company entered into an agreement with 
Saba Petroleum, Inc. ("Saba") to farm-out two-thirds (2/3) of the 
Company's rights and interests in the Vaca Oil Sands property in 
exchange for Saba to expend a minimum of $10,000,000 in operating 
and developing the property over a two year period from the date 
of the agreement. Saba has the right to receive all revenues from 
the properties until its costs are recouped. Subsequent thereto, 
the Company shall participate as to its one-third (1/3) interest 
in the property and shall co-operate the property with Saba.

If Saba does not expend the agreed sum of $10,000,000 within the 
two year term or ceases operations at the property for a period 
of 90 days after assuming operations, Saba shall re-assign all 
interests in the property to the Company except for any property 
interests acquired by Saba and spacing units, as defined in the 
agreement, around each well Saba wishes to retain.

The agreement calls for Saba to attempt to acquire certain other 
interests in the property not previously acquired by the Company. 
The Company has the option to participate as to a one-third (1/3) 
interest in such acquisitions by reimbursing Saba for one-third 
(1/3) of its acquisition cost.

4.  NOTES PAYABLE

Notes payable consist of the following:
<TABLE>
<CAPTION>
                                              DECEMBER 31
                                         1996             1995
                                      ---------------------------
<S>                                   <C>            <C>
Note payable to bank                  $    710,000   $ 1,460,000
Notes payable to investors                 145,022       508,063
                                      ---------------------------
                                           855,022     1,968,063
Less current portion                       325,022     1,968,063
                                      ---------------------------
Total long-term debt                  $    530,000   $         -
                                      ===========================
</TABLE>



<PAGE>
                       Geo Petroleum, Inc.

              Notes to Financial Statements (continued)




4.  NOTES PAYABLE (CONTINUED)

NOTES PAYABLE TO INVESTORS

The Company has issued notes payable to various investors bearing 
an interest rate of 10% and a guaranteed oil and gas production 
payment equal to 20% of the outstanding principal amount per 
annum. The holders of certain of the notes have extended the 
maturities of the notes to various dates in 1997, and all of the 
notes are secured by interests in the Company's oil and gas 
properties. During 1996, $171,246 of new notes payable to 
investors were issued, $325,178 of notes payable were repaid, 
$142,863 of notes payable were exchanged for shares of the 
Company's common stock, and $66,246 of notes payable were 
exchanged for shares of the Company's redeemable convertible 
preferred stock.

NOTE PAYABLE TO BANK

The note payable to bank bears interest at prime plus 2.0%. At 
December 31, 1996 and 1995, the prime rate was 8.25% and 8.5%, 
respectively. Interest payments are due monthly. During 1996 and 
1995, the bank extended the maturity of the note several times. 
On October 11, 1996, retroactive to June 15, 1996, the bank 
amended certain terms and extended the maturity date of the note 
from June 15, 1996 to January 1, 1998, including a $750,000 
principal payment due January 15, 1997 and subsequent principal 
payments in the amount of $20,000 per month due on the 15th of 
each month beginning April 15, 1997. On December 13, 1996, the 
Company made the principal payment of $750,000. As of 
December 31, 1996, the Company was in compliance with all loan 
covenants.

During most of 1995 and 1996, the Company was not in compliance 
with certain loan covenants, including restrictions on incurring 
additional debt and failure to make certain payments to outside 
vendors on a timely basis. While the bank did not take any action 
regarding such noncompliance, the covenants were not waived 
through this period. As a result, the bank note payable was 
classified as current at December 31, 1995.





<PAGE>
                       Geo Petroleum, Inc.

              Notes to Financial Statements (continued)


4.  NOTES PAYABLE (CONTINUED)

NOTE PAYABLE TO BANK (CONTINUED)

In 1990, the Company issued 273,669 shares of common stock, an 
option to purchase 180,660 additional shares of common stock at 
$2.35 per share and a recorded deed of trust on 20% of the 
Company's interest in its Vaca Oil Sands property to certain 
parties in exchange for those parties providing the collateral, 
35,000 shares of Union Pacific Corp. common stock, for the 
Company's note payable to a bank. The consideration issued was 
valued at $300,000, its estimated fair market value, and was 
amortized as additional loan costs over five years. The 35,000 
shares of Union Pacific Corp. common stock is held in a trust and 
had an approximate value of $2,104,375 at December 31, 1996. In 
the event of default on the bank note payable, the parties 
providing the collateral may take steps to recover from the 
Company the value of any collateral taken by the bank. The 
collateral agreements and the stock purchase option expired on 
September 11, 1995. During 1996, in connection with the extension 
of the maturity date of the bank note payable to January 1, 1998, 
the collateral agreement was extended to January 1, 1998. As 
compensation for this extension, the Company issued 51,040 shares 
of the Company's common stock to the owners of the collateral. 
The parties agreed that the stock issued had a value of $53,592 
or $1.05 per share.

5.  RELATED PARTY TRANSACTIONS

The Company has entered into agreements with another entity to 
sell gas and offer water disposal services at certain locations. 
The principal officer/shareholder of the Company is also the 
principal officer/shareholder of the other entity. Total revenue 
to the Company from these agreements was $127,000 and $257,024 in 
1996 and 1995, respectively. At December 31, 1996 and 1995, the 
Company had a net receivable balance of $191,230 and $155,686, 
respectively, from the other entity.

The Company's principal officer/shareholder previously held a net 
profit interest of 25% in the East Los Angeles and Vaca Oil Sands 
oil and gas properties. In 1994, the Company acquired the 25% net 
profit interest in the East Los Angeles property and 20% of the 
net profit interest in the Vaca Oil Sands property from the 
principal officer/shareholder. In exchange for these interests, 
the Company issued 1,148,054 shares of common stock valued at 
$103,421, which was the approximate cost of the properties to the 
principal officer/shareholder. At the date of the acquisition in 
<PAGE>
                       Geo Petroleum, Inc.

              Notes to Financial Statements (continued)




5.  RELATED PARTY TRANSACTIONS (CONTINUED)

1994, the principal officer/shareholder owed the Company $31,516, 
which amount was forgiven as part of the purchase consideration.

In 1987, the Company acquired certain interests in oil and gas 
properties from its principal officer/shareholder in exchange for 
2,125,587 shares of the Company's common stock valued at 781,400, 
which was the approximate cost of the properties to the principal 
officer/shareholder.

At December 31, 1995, the Company had notes payable to relatives 
of the principal officer/shareholder totaling $53,563. No such 
amounts were payable at December 31, 1996.

In December 1995, notes payable by the Company to a relative of 
the principal officer/shareholder totaling $30,000 were converted 
into 30.0 shares of the Company's redeemable convertible 
preferred stock aggregating $30,000 (see Note 6).

During 1996, notes payable by the Company to a relative of the 
principal officer/shareholder totaling $46,250 were converted 
into 46.25 shares of the Company's redeemable convertible 
preferred stock aggregating $46,250 (see Note 6).

During 1996, notes payable by the Company to a relative of the 
principal officer/shareholder totaling $121,850 were converted 
into 48,740 shares of the Company's common stock aggregating 
$121,850 (see Note 7). Additionally, 24,370 warrants were issued 
to purchase a share of the Company's common stock at $3.00 per 
share which expire at various dates during 1999.

6. REDEEMABLE CONVERTIBLE PREFERRED STOCK

During 1994, the Company authorized 100,000 shares of preferred 
stock with a par value of $1,000 per share. The series of 
preferred stock issued, carrying an annual dividend of 30%, is 
callable by the Company at par at any time on notice to the 
holder. If the Company has not called the preferred stock for 
redemption by January 1, 1997, the holder may require the Company 
to redeem the preferred stock (see Note 10). As originally 
issued, the preferred stock was convertible into common stock, at 
the option of the holder, at a price equal to 80% of the price at 
which the common stock may be sold in an initial public offering 
of the common stock of the Company. During the year ended 
<PAGE>
                       Geo Petroleum, Inc.

              Notes to Financial Statements (continued)



6. REDEEMABLE CONVERTIBLE PREFERRED STOCK (CONTINUED)

December 31, 1996, the Company and the holders of the preferred 
stock agreed that each share of the preferred stock could be 
converted into 400 shares of the Company's common stock and 200 
warrants to purchase a share of the Company's common stock at 
$3.00 per share which expire at various dates during 1999.

In December 1995, the Company issued 48.0 shares of its 
redeemable convertible preferred stock to three investors for 
cash totaling $48,000. Additionally, the Company issued 
2.4 shares to an individual as a finders fee payment for services 
performed in 1995.

Also during December 1995, 17 holders of notes payable totaling 
$454,750 converted such notes into 454.75 shares of the Company's 
redeemable convertible preferred stock.

In January 1996, the Company issued 23.5 shares of its redeemable 
convertible preferred stock to two investors for cash totaling 
$23,500.

During 1996, three holders of notes payable totaling $66,250 
converted such notes into 66.25 shares of the Company's 
redeemable convertible preferred stock.

During 1996, 347.69 shares of the Company's redeemable 
convertible preferred stock totaling $347,668 were converted into 
139,067 shares of the Company's common stock and 69,534 warrants 
to purchase a share of the Company's common stock at $3.00 per 
share which expire at various dates during 1999.

During 1996, accrued dividends on the Company's redeemable 
convertible preferred stock totaling $44,204 were converted into 
17,682 shares of the Company's common stock and 8,841 warrants to 
purchase a share of the Company's common stock at $3.00 per share 
which expire at various dates during 1999.

The Company believes that the fair value of its issued redeemable 
convertible preferred stock, at its date of issuance, 
approximates its carrying value in the Company's balance sheets. 
This is based upon the sales of shares of the preferred stock at 
par value for an equivalent amount of cash in December 1995 and 
during 1996, to unrelated parties in arm's length transactions.


<PAGE>
                       Geo Petroleum, Inc.

              Notes to Financial Statements (continued)

7.  COMMON STOCK

During 1996, the Company's Articles of Incorporation were amended 
to provide for an authorized capital of fifty million shares of 
common stock. 

In December 1996, the Company sold 522,000 shares of the 
Company's common stock attached with 522,000 warrants to purchase 
a share of the Company's common stock at $3.00 per share, which 
expire at various dates during 1999, at a price of $2.50 per 
share for cash totaling $1,305,000, before related commissions, 
costs and expenses of $187,301.

On December 31, 1996, the Company sold 1,750,000 shares of the 
Company's common stock to affiliates of Saba at a cash price of 
$1.50 per share for cash totaling $2,625,000 (see Note 3), before 
related costs and expenses of $63,159. Additionally, the Company 
sold 300,000 warrants at a price of $15,000 to Saba for its 
commission. Each warrant provides for the purchase of a share of 
the Company's common stock at $3.00 per share and expire on 
December 31, 1999.

At December 31, 1996, an aggregate of 957,946 warrants to 
purchase a share of the Company's common stock at $3.00 per share 
which expire at various dates during 1999 were outstanding.

8.  INCOME TAXES

Deferred income taxes result from temporary differences in the 
recognition of revenues and expenses for financial accounting and 
tax reporting purposes. Net deferred income taxes were composed 
of the following:
<TABLE>
<CAPTION>
                                              DECEMBER 31
                                        1996              1995
                                      ---------------------------
<S>                                   <C>            <C>
Deferred income tax asset - operating
 loss carryforwards                   $  1,700,000   $ 1,450,000
Deferred income tax liability - 
 differences between book and tax
 basis of property                      (1,120,000)   (1,050,000)
Valuation allowance                       (580,000)     (400,000)
                                      ---------------------------
Net deferred income taxes             $          -   $         -
                                      ===========================
</TABLE>
<PAGE>
                       Geo Petroleum, Inc.

              Notes to Financial Statements (continued)



8.  INCOME TAXES (CONTINUED)

As of December 31, 1996 and 1995, the Company had estimated net 
operating loss carryforwards available in future periods to 
reduce income taxes that may be payable at those dates. For 
federal income tax purposes, net operating loss carryforwards 
amounted to approximately $4,290,000 and $3,740,000 for 1996 and 
1995, respectively, and expire during the years 2001 through 
2009. For state income tax purposes, net operating loss 
carryforwards amounted to approximately $2,680,000 and $1,950,000 
for 1996 and 1995, respectively, and expire during the years 2004 
through 2010. Due to the "change in ownership" provisions of the 
Tax Reform Act of 1986, utilization of the Company's net 
operating loss carryforwards may be subject to a substantial 
limitation if a greater than 50% ownership change, as defined, 
occurs subsequent to the incurrence of the losses. The Company is 
delinquent in filing its 1994 and 1995 income tax returns.

9. COMMITMENTS

Total rental expense incurred under all lease agreements was 
$43,598 and $31,346 for the years ended December 31, 1996 and 
1995, respectively. At December 31, 1996, all of the Company's 
leases were on a month-to-month basis.

10. EVENTS SUBSEQUENT TO DECEMBER 31, 1996

Subsequent to December 31, 1996, $145,022 of notes payable to 
investors were exchanged for shares of the Company's common stock 
and warrants to purchase shares of the Company's common stock on 
a basis consistent with those exchanged during 1996 (see Notes 4 
and 5).

Also subsequent to December 31, 1996, 101.29 shares of the 
Company's redeemable convertible preferred stock totaling 
$101,289 were converted into shares of the Company's common stock 
and warrants to purchase shares of the Company's common stock on 
a basis consistent with those converted during 1996 (see Note 6).

11. OIL AND GAS OPERATIONS (UNAUDITED)

At December 31, 1996, the Company had interests in oil and gas 
properties that are principally located in Southern California. 
The Company does not own or lease any oil and gas properties 
outside the United States.

<PAGE>
                       Geo Petroleum, Inc.

              Notes to Financial Statements (continued)



11. OIL AND GAS OPERATIONS (UNAUDITED) (CONTINUED)

COSTS INCURRED IN OIL AND GAS PRODUCING ACTIVITIES

Costs incurred in oil and gas producing activities were as 
follows:
<TABLE>
<CAPTION>
                                        YEAR ENDED DECEMBER 31
                                        1996              1995
                                      ---------------------------
                                            (IN THOUSANDS)
                                             (UNAUDITED)
<S>                                   <C>            <C>
Property acquisition costs:
Proved properties                     $          -   $    90,289
Exploration costs                                -             -
Development costs                          412,974       346,585
                                      ---------------------------
Total costs                           $    412,974   $   436,874
                                      ===========================
</TABLE>

ESTIMATED QUANTITIES OF PROVED OIL AND GAS RESERVES

Reserve information presented herein is based upon reports 
prepared by the Company's independent petroleum reservoir 
engineer. Reserve estimates are inherently imprecise and 
estimates of new discoveries are more imprecise than those of 
producing oil and gas properties. Accordingly, these estimates 
are expected to change as future information becomes available.

Proved oil and gas reserves are the estimated quantities of crude 
oil, natural gas and natural gas liquids which geological and 
engineering data demonstrate with reasonable certainty to be 
recoverable in future years from known reservoirs under existing 
economic and operating conditions.

Proved developed oil and gas reserves are those expected to be 
recovered through existing wells with existing equipment and 
operating methods.

Net quantities of crude oil and natural gas for the Company as of 
the beginning and the end of the years ended December 31, 1996 
and 1995, as well as the changes in proved reserves during such 
years, are set forth in the tables below:
<PAGE>
                       Geo Petroleum, Inc.

              Notes to Financial Statements (continued)




11. OIL AND GAS OPERATIONS (UNAUDITED) (CONTINUED)

OIL AND GAS RESERVE DATA
<TABLE>
<CAPTION>
                                       YEAR ENDED DECEMBER 31
                                     1996                 1995
                                   ------------------------------
                                   Oil     Gas     Oil     Gas
                                   Bbls    MCF     Bbls    MCF
                                   ------------------------------
                                           (IN THOUSANDS)
                                             (UNAUDITED)
<S>                                <C>     <C>     <C>     <C>
Proved developed and undeveloped 
 reserves (excluding Vaca Oil
 Sands), net:    
  Beginning of year                3,200   5,531   3,495   5,329
  Revisions of previous
   estimates                         649     358    (193)    314
  Purchase of reserves in place        -       -       -       -
  Production                         (45)    (62)   (102)   (112)
                                   ------------------------------
  End of year                      3,804   5,827   3,200   5,531
                                   ==============================
    
Proved developed non-producing
 Vaca Oil Sands reserves, net:    
  End of year                        993       -     775       -
                                   ==============================
    
Proved undeveloped Vaca Oil
 Sands reserves, net:
  End of year                      29,566      -  27,614       -
                                   ==============================
</TABLE>

The increase in reserves during the year ended December 31, 1996 
is due primarily to the addition of proved undeveloped reserves 
in the East Los Angeles/Bandini Fields.





<PAGE>
                       Geo Petroleum, Inc.

              Notes to Financial Statements (continued)




11. OIL AND GAS OPERATIONS (UNAUDITED) (CONTINUED)

OIL AND GAS RESERVE DATA (CONTINUED)

With respect to the Vaca Oil Sands property, which contains 
nearly all of the Company's proven undeveloped reserves, the 
Company in 1995 had obtained permits for the drilling of 
120 wells. Because of the approximately $66,600,000 capital 
expenditure required to develop the property fully, management 
decided to obtain a partner who could provide the funds required 
to at least commence development. In December 1996, the Company 
entered into a farm-out agreement with Saba to provide at least 
$10,000,000 for the operation and development of the property, 
for which Saba would earn a two-thirds interest in the property. 
The development method envisioned by Saba provides for the 
drilling of horizontal wells extending as much as 2,600 feet 
horizontally. Each well will be twinned by a parallel borehole 
above it into which steam will be injected continuously. The 
heated, thinned oil will flow from the lower borehole.

The cost allocated to the Vaca Oil Sands undeveloped reserves is 
insignificant at December 31,1996 and the estimated volume of 
reserves allocated to the property has been excluded from the 
calculation of the Company's depletion expense through 
December 31, 1996. The costs related to the Vaca Oil Sands 
reserves, including future development costs, will be included in 
the Company's calculations of depletion expense when production 
of those reserves commences.

STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS RELATING 
TO PROVED RESERVES

The following tables set forth the computation of the 
standardized measure of discounted future net cash flows relating 
to the Company's proved reserves at December 31, 1996 and 1995, 
respectively. The standardized measure is the estimated future 
cash inflows from proved reserves less estimated future 
production and development costs and estimated future income 
taxes. Future cash inflows represent expected revenues from the 
production of proved reserves based on prices and any fixed 
determinable future escalation provided by contractual 
arrangements in existence at fiscal year end. Escalation based on 
inflation, federal regulatory changes and supply and demand is 
not considered. Estimated future production and development costs 
related to future production of reserves are based on historical 
<PAGE>
                       Geo Petroleum, Inc.

              Notes to Financial Statements (continued)

11. OIL AND GAS OPERATIONS (UNAUDITED) (CONTINUED)

STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS RELATING 
TO PROVED RESERVES (CONTINUED)

costs. Such costs include, but are not limited to drilling 
development wells and installation of production facilities. 
Inflation and other anticipatory costs are not considered until 
the actual cost change takes effect. Estimated future income tax 
expenses are computed using the appropriate year-end statutory 
tax rates. Consideration is given to the effects of permanent 
differences, tax credits and allowances. A discount rate of 10% 
is applied to the annual future net cash flows after income 
taxes.

The methodology and assumptions used in calculating the 
standardized measure are those required by FASB Statement No. 69. 
It is not intended to be representative of the fair market value 
of proved reserves. The valuations of revenues and costs do not 
necessarily reflect the amounts to be received or expended by the 
Company. In addition to the valuations used, numerous other 
factors are considered in evaluating known and prospective oil 
and gas reserves.

The standardized measure of discounted future net cash flows 
relating to proved developed oil and gas reserves, which excludes 
the Company's proved undeveloped Vaca Oil Sands reserves, 
follows:
<TABLE>
<CAPTION>
                                              DECEMBER 31
                                        1996              1995
                                      ---------------------------
                                            (IN THOUSANDS)
                                              (UNAUDITED)
<S>                                   <C>            <C>
Future cash inflows                   $    109,744   $    60,853
Future production and development costs    (42,621)      (29,699)
Future income tax expenses                 (22,736)       (8,727)
                                      ---------------------------
Future net cash flows                       44,387        22,427
10% annual discount for estimated
 timing of cash flows                      (20,970)       (8,735)
                                      ---------------------------
Standardized measure of discounted
 future net cash flows                $     23,417   $    13,692
                                      ===========================
</TABLE>
<PAGE>
                       Geo Petroleum, Inc.

              Notes to Financial Statements (continued)




11. OIL AND GAS OPERATIONS (UNAUDITED) (CONTINUED)

STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS RELATING 
TO PROVED RESERVES (CONTINUED)

For the calculations in the preceding table, estimated future 
cash inflows from estimated future production of proved developed 
reserves were computed using average year-end oil and gas prices. 
The average oil price, primarily based on posted prices, was 
$20.35 per barrel and $15.84 per barrel at December 31, 1996 and 
1995, respectively, and the average gas price, a combination of 
spot gas prices and contract prices, was $1.91 per thousand cubic 
feet and $1.84 per thousand cubic feet at December 31, 1996 and 
1995, respectively.

CHANGES IN STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH 
FLOWS

The changes in standardized measure for discounted future net 
cash flows relating to proved developed reserves, which excludes 
the Company's proved undeveloped Vaca Oil Sands reserves, 
follows:























<PAGE>
                       Geo Petroleum, Inc.

              Notes to Financial Statements (continued)




11. OIL AND GAS OPERATIONS (UNAUDITED) (CONTINUED)

CHANGES IN STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH 
FLOWS (CONTINUED)

<TABLE>
<CAPTION>
                                        YEAR ENDED DECEMBER 31
                                        1996              1995
                                      ---------------------------
                                            (IN THOUSANDS)
                                              (UNAUDITED)
<S>                                   <C>            <C>
Sales of oil and gas produced, net
 of production costs                  $       (132)  $      (620)
Net changes in prices and
 production costs                           16,948          (763)
Changes in estimated future
 development costs                          (4,186)         (332)
Development costs incurred during
 the period                                    413           347
Revisions of previous quantity
 estimates                                   6,738        (1,252)
Purchase of reserves in place                    -             -
Accretion of discount                        1,369         1,496
Net change in income taxes                  (8,452)        1,022
Other, principally changes in timing
 of estimated production                    (2,973)       (1,163)
                                      ---------------------------

Net increase (decrease)                      9,725        (1,265)
Beginning of year                           13,692        14,957
                                      ---------------------------
End of year                           $     23,417   $    13,692
                                      ===========================
</TABLE>








<PAGE>
                        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.*

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).*
<PAGE>
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, CA. 
          (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.

Form 10-KSB:

16.2      Farmout Agreement 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.

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: April 11, 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             April 9, 1997

Alyda L. Raydon      Secretary-Treasurer/Director   April 9, 1997

William J. Corcoran  Director                       April 7, 1997

Michael F. Moran     Director                       April 6, 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.