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

                           FORM 10KSB/A

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

          For the fiscal year ended December 31, 1996

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

          Commission file number 0-20915

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

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


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

Issuers telephone number (310) 265-0721

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

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

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

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








<PAGE>

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


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


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

[   ]YES [ X ]NO






























<PAGE>
Geo Petroleum, Inc. hereby amends the Annual Report on Form 10KSB dated 
December 31, 1996, by amending "ITEM 7.  FINANCIAL STATEMENTS, Geo 
Petroleum, Inc., Notes to Financial Statements, ITEM 7.  COMMON STOCK" 
of such form to read as follows:

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>
                       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>
                       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>
                       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>
                       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>
                      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>
                       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 (CONTINUED)

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 (AS AMENDED AUGUST 27, 1997 TO REVISE THIS 
    -------------------------------------------------------
    NOTE 7 ONLY)
    ------------

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 private parties at a price of $1.50 per 
share for cash totaling $2,625,000 (see Note 3), before related 
costs and expenses of $63,159.  The Company also sold 300,000 
warrants at a price of $15,000, in connection with services 
provided to the Company related to the sale of the stock. Each 
warrant provides for the purchase of a share of the Company's 
common stock at $3.00 per share and expires 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>

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: August 27, 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               August 27, 1997

Alyda L. Raydon      Secretary-Treasurer/Director     August 27, 1997

William J. Corcoran  Director                         August 27, 1997

Michael F. Moran     Director                         August 27, 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.