<PAGE>   1
                                  FORM 10-K/A
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------
                                 Amendment No. 1

[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

Commission File number 33-51630:
--------------------------------

                     CHIEFTAIN INTERNATIONAL FUNDING CORP.
                     -------------------------------------
            (Exact name of registrant as specified in its charter)

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<S>                                                                        <C>
                            NEVADA                                                      98-0127391
--------------------------------------------------------------             ------------------------------------
(State or other jurisdiction of incorporation or organization)             (I.R.S. Employer Identification No.)

                                          -----------------------

    1201 TORONTO DOMINION TOWER, EDMONTON CENTRE,
             EDMONTON, ALBERTA, CANADA                                                     T5J 2Z1
-----------------------------------------------------                                   -------------
(Address of Registrant's principal executive offices)                                   (Postal Code)

Registrant's telephone number, including area code:                         (403) 425-1950

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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

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<CAPTION>
Title of each class                                      Name of each exchange on which registered
-------------------                                      -----------------------------------------
<S>                                                      <C>

$1.8125 Convertible Redeemable Preferred Stock.........  American Stock Exchange

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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:     None

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 x  No   
                                              ---   ---                  
<PAGE>   2
                     CHIEFTAIN INTERNATIONAL FUNDING CORP.
                         1996 FORM 10-K/A ANNUAL REPORT

                               Table of Contents
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<CAPTION>
                                    PART III
                                                                      Page
<S>                                                                   <C>
       Item 10. Directors and Executive Officers ....................   2
       
Signatures ..........................................................   5
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<PAGE>   3
                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS

The Board of Directors of the Company consists of not less than three nor more
than ten directors. The number of directors within these limits is fixed from
time to time by resolution of the Board of Directors and is currently seven.
Directors are elected annually by the common stockholder to hold office until
the close of the next ensuing annual meeting.

Information is presented below with respect to the directors of the Company.
The information includes age as of the date hereof, present position with the
Company and other business experience during the past five years. All of the
directors of the Company have served as such since the Company's formation in
November, 1992 and all are also directors of Chieftain International (U.S.)
Inc., the immediate parent of the Company and Chieftain International, Inc.,
the ultimate parent of the Company. Also presented is information with respect
to their ownership of securities of the Company and its ultimate parent, and
the ownership of such securities by the directors and executive officers as a
group. A director need not be a shareholder of the Company.

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<CAPTION>
                               SHARES BENEFICIALLY OWNED AND PERCENT OF CLASS(1)
                                            AS AT FEBRUARY 28, 1997
                               -------------------------------------------------
                                     COMMON SHARES            PREFERRED SHARES
                                           OF                        OF 
                              CHIEFTAIN INTERNATIONAL INC.  CHIEFTAIN FUNDING(2)
                              ----------------------------  --------------------
<S>                           <C>               <C>           <C>         <C> 
HUGH J. KELLY, 71, Director,
Corporate Director and
Energy Consultant.(3) .......      24,333(4)       --           10,000      --

JOHN E. MAYBIN, 72, Director,
Corporate Director and
Consultant. .................      24,333(4)       --              --       --

STANLEY A. MILNER, A.O.E., 
LL.D., 68, Director,
President and Chief Executive
Officer of Chieftain
International Inc.(5) .......      649,996(6)    4.63%          39,000     1.43%
</TABLE>


                                        2
<PAGE>   4
   
<TABLE>
<CAPTION>
                               SHARES BENEFICIALLY OWNED AND PERCENT OF CLASS(1)
                                            AS AT FEBRUARY 28, 1997
                               -------------------------------------------------
                                     COMMON SHARES            PREFERRED SHARES
                                           OF                        OF 
                              CHIEFTAIN INTERNATIONAL INC.  CHIEFTAIN FUNDING(2)
                              ----------------------------  --------------------
<S>                           <C>               <C>           <C>        <C>
DAVID E. MITCHELL, O.C., 70
Chairman of the Board,
Chairman of Alberta
Energy Company Ltd.(7).......      33,333(4)       --             --        --

LOUIS G. MUNIN, 63, Director,
Corporate Director and
Financial Consultant.(8).....      27,333(4)       --           2,000       --

ESTHER S. ONDRACK, 56, Director,
Senior Vice President and 
Secretary of Chieftain
International, Inc.(9)........      90,770(10)      --             --        --

STUART T. PEELER, 67, Director,
Corporate Director and
Petroleum Industry
Consultant.(11)..............      23,333(12)      --           21,500      --

DIRECTORS AND EXECUTIVE
OFFICERS AS A GROUP..........   1,071,958(13)     7.65%         77,875     2.86%
</TABLE>
    

(1)  Percentages of less than one are omitted.

(2)  Each $1.8125 Convertible Redeemable Preferred Share of Chieftain
     International Funding Corp. is convertible into 1.25 Common Shares of
     Chieftain International, Inc.

(3)  Mr. Kelly retired as President and Chief Executive Officer of Ocean
     Drilling & Exploration Company in 1989. He is a director of Baroid
     Corporation, Central Louisiana Electric Co. Inc.. Hibernia National Bank
     and Tidewater Inc.
      
(4)  Includes options, exercisable within 60 days, to purchase 23,333 shares.

(5)  Mr. Milner was President and Chief Executive Officer of Chieftain
     Development Co. Ltd. from the time of its incorporation in 1964 until 1988.
     He is a director of Canadian Pacific Limited.

(6)  Includes options, exercisable within 60 days, to purchase 90,000 shares.

(7)  Mr. Mitchell retired as President and Chief Executive Officer of Alberta
     Energy Company Ltd. on December 30, 1993. He is a director of Continental
     Airlines, Inc. and Lafarge Corporation.

(8)  Mr. Munin retired as Executive Vice President and Chief Financial Officer
     of Lafarge Corporation in 1989. He is a director of Lafarge Canada Inc. and
     Walden Residential Properties, Inc.

(9)  Mrs. Ondrack was formerly Senior Vice President, Administration and
     Secretary of Chieftain Development Co. Ltd.

(10) Includes options, exercisable within 60 days, to purchase 69,166 shares.

(11) Mr. Peeler retired as Chairman of the Board and Chief Executive Officer of
     Statex Petroleum, Inc. in 1989. He is a director of Calmat Co. and
     Homestake Mining Company.

   
(12) Includes options, exercisable within 60 days, to purchase 15,833 shares.
    

(13) Includes options, exercisable within 60 days, to purchase 422,763 shares.


                                       3
<PAGE>   5

EXECUTIVE OFFICERS

The following table lists the name and age of each Executive Officer and all
positions and offices with the Company held by each such person. The officers
are appointed each year at the directors' meeting immediately following the
annual meeting of the shareholder. The next such meeting will be held on May 15,
1997.

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<CAPTION>

NAME                            AGE     POSITION/OFFICE
----                            ---     ---------------
<S>                             <C>     <C>

S.A. Milner, A.O.E., LL.D.      68      Director, President and Chief Executive Officer

S.C. Hurley                     47      Senior Vice President and Chief Operating Officer

E.L. Hahn                       59      Senior Vice President, Finance and Treasurer

E.S. Ondrack                    56      Director, Senior Vice President and Secretary

R.A. McDougall                  61      Vice President, Land

S.J. Milner                     39      Vice President, Drilling and Production

R.J. Stefure                    49      Controller

</TABLE>

With the following exceptions all of the officers have held positions as
officers of the Company since its incorporation in 1992 and each officer
presently holds and has held for more than five years positions as officers of
Chieftain International, Inc. and Chieftain International (U.S.) Inc., the
former, in each case, being his or her principal occupation. Mr. Hurley joined
Chieftain in September, 1995 prior to which time he was the Vice President
Exploration of a U.S.-based integrated oil company. S.J. Milner and R.J. Stefure
were appointed officers of the Company in June, 1995 and prior thereto held
management positions with the Company and its immediate and ultimate parents.

There are no family relationships between any executive officer, director, or
person nominated or chosen to become a director or executive officer except
between S.A. Milner and D.E. Mitchell, O.C. who are first cousins and between
S.A. Milner and S.J. Milner who are father and son.


                                       4





<PAGE>   6
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

CHIEFTAIN INTERNATIONAL FUNDING CORP.




                                      by:  /s/ EDWARD L. HAHN
                                           ------------------------------
                                           Edward L. Hahn
                                           Senior Vice President, Finance
                                           and Treasurer


Dated: April 8, 1997




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