UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K/A
(Mark One)

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

                         SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

        For the fiscal year ended December 31, 1996 
OR 
[ ] TRANSITION REPORT TO SECTION 13 OR 15(D) OF THE
     SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

    For the transition period from ______________ to ___________________.

                           Commission File No. 0-9946

                               GOLDEN OIL COMPANY
             (Exact name of Registrant as specified in its charter)

           
          DELAWARE                                           84-0836562
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)

550 POST OAK BOULEVARD, SUITE 550, HOUSTON, TEXAS            77027
   (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, 
including area code:
                                                             (713) 622-8492

Securities registered pursuant 
to Section 12(b) of the Act:                                  NONE
                                                              ----

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

                          COMMON STOCK, $.01 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. Yes No X

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K 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-K or any amendment to this
Form 10-K. [ X ]

As of February 7, 1997, there were outstanding 1,424,291 shares of the
Registrant's Common Stock, $.01 par value, and the aggregate market value held
by non-affiliates was approximately $463,029.

DOCUMENTS INCORPORATED BY REFERENCE

        The information called for by Part III, Items 10, 11, 12 and 13 is
incorporated herein by reference to the Registrant's definitive Proxy Statement
to be filed in connection with the Registrant's 1996 Annual Meeting within 120
days from the end of the fiscal year.

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PART IV

ITEM 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
                                                                            PAGE
        (A)    1.     The following consolidated financial statements
                      are included in Part II, Item 8:

                      Report of Independent Accountants.......................18

                      CONSOLIDATED FINANCIAL STATEMENTS:
                      Consolidated Balance Sheets as of
                      December 31, 1996 and 1995..............................19
                      Consolidated Statements of Operations for the
                      years ended December 31, 1996, 1995 and 1994............21
                      Consolidated Statements of Stockholders' Equity
                      for the years ended December 31, 1996, 1995 and
                      1994....................................................22
                      Consolidated Statements of Cash Flows for the
                      years ended December 31, 1996, 1995 and 1994............23

                      Notes to Consolidated Financial Statements..............26

               2.     FINANCIAL STATEMENT SCHEDULES:

                      Schedule II Valuation and Qualifying Accounts...........42

                      All other schedules are omitted because they are not
                  applicable or the information is included in the financial
                  statements and notes included herewith.

        (B)           REPORTS ON FORM 8-K

                      No reports on Form 8-K were filed during the Company's
                  last fiscal quarter of 1996.

        (C)           EXHIBITS

                      The following exhibits are filed as part of this report.
                      Where such filing is made by incorporation by reference to
                      a previously filed statement or report, such statement or
                      report is identified in parenthesis.
               3.     ARTICLES OF INCORPORATION AND BYLAWS
               3.1     Articles of Incorporation (incorporated by reference to
                       Exhibit 3 of Form 10-K for the year ended December 31,
                       1985).
               3.2     Bylaws (incorporated by reference to Exhibit 3 of Form
                       10-K for the year ended December 31, 1985).
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<PAGE>
        10.       MATERIAL CONTRACTS

        10.1      Pinnacle Petroleum, Inc. Amended and Restated Employees' Stock
                  Option Plan (incorporated by reference from Exhibit I to
                  Pinnacle Petroleum, Inc. Proxy Statement dated November 29,
                  1989).

        10.2      Directors' Stock Option Plan (incorporated by reference from
                  Exhibit II to Pinnacle Petroleum, Inc. Proxy Statement dated
                  November 29, 1989).

        10.3   Agreement and Plan for Merger by and between Golden Oil Company,
               Golden Oil Holding Corporation and Cobb Resources Corporation
               dated November 28, 1990 (incorporated by reference from Exhibit 1
               to Form 8-K dated November 28, 1990).

        10.4   Stock Option Agreement between Golden Oil Company and Cobb
               Resources Corporation dated November 28, 1990 (incorporated by
               reference from Exhibit 2 to Form 8-K dated November 28, 1990).

        10.5      Directors Agreement among George O. Lotspeich, B. W. Miller,
                  Malcolm G. Colberg, William J. Mayhew, Frank J. Yeager, Ralph
                  T. McElvenny, Jr., Anthony B. Petrelli and Golden Oil Company
                  dated November 28, 1990 (incorporated by reference from
                  Exhibit 4 to Form 8-K dated November 28, 1990).

        10.6   Asset Purchase Agreement, dated April 5, 1991, by and between
               Golden Oil Company, Cobb Resources Corporation and Chace Oil
               Company, Inc. (incorporated by reference from Exhibit 10.13 to
               Cobb Resources Corporation Form 10-K for the year ended June 30,
               1991).

        10.7   Shareholders Agreement, dated as of April 5, 1991, between Golden
               Oil Company, Cobb Resources Corporation, Horace F. McKay, Jr.
               George O. Lotspeich and Frank J. Yeager (incorporated by
               reference from Exhibit 10.15 to Cobb Resources Corporation Form
               10-K for the year ended June 30, 1991).

        10.8      Amendment No. 1 to Directors Agreement, dated as of April 5,
                  1991, between Golden Oil Company and Malcolm G. Colberg,
                  George O. Lotspeich, William J. Mayhew, Ralph T. McElvenny,
                  Jr., B. W. Miller, Anthony B. Petrelli and Frank J. Yeager
                  (incorporated by reference from Exhibit 10.17 to Cobb
                  Resources Corporation Form 10-K for the year ended June 30,
                  1991).

        10.9      Amendment No. 1 to Asset Purchase Agreement, dated June 25,
                  1991, by and between Golden Oil Company, Cobb Resources
                  Corporation and Chace Oil Company, Inc. (incorporated by
                  reference from Exhibit 10.14 to Cobb Resources Corporation
                  Form 10-K for the year ended June 30, 1991).

        10.10     Amendment No. 2 to Asset Purchase Agreement, dated as of
                  September 30, 1991, by and between Golden Oil Company, Cobb
                  Resources Corporation and Chace Oil Company, Inc.
                  (incorporated by reference from Exhibit 10.18 to Cobb
                  Resources Corporation 10-K for the year ended June 30, 1991).
                                       40
<PAGE>
        10.11  Stock Purchase Agreement, dated October 16, 1992, by and between
               Golden Oil Company, Cobb Resources Corporation, and Charles Cobb
               IV (incorporated by reference from Exhibit 10.11 to Form 10-K for
               the year ended December 31, 1992).

        10.12     Warrant to Purchase Shares of Common Stock, dated March 29,
                  1996 by and between Golden Oil Company and Ralph T. McElvenny,
                  Jr. (filed herewith).

        10.13.    Note Agreement dated April 12, 1996 by and between Golden Oil
                  Company, Ralph T. McElvenny, Jr. and Western Bank of
                  Albuquerque, New Mexico (filed herewith).

        22.1   SUBSIDIARIES OF THE COMPANY (filed herewith).
                                       41