SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K
                                    --------

                Current Report Pursuant to Section 13 or 15(d) of
                           The Securities Act of 1934



                Date of Report (Date of earliest event reported)

                                 March 23, 1998
                ------------------------------------------------


                               Geo Petroleum, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


      California                      0-20915                    33-0328958
   -----------------               -------------             -------------------
   (State or other                  (Commission               (I.R.S. Employer
     jurisdiction                   File Number)             Identification No.)
   of incorporation)


                        501 Deep Valley Drive, Suite 300
                        --------------------------------

           Rolling Hills Estates, CA                         90274
          ---------------------------------------------------------
          (Address of principal executive offices)       (Zip Code)

               Registrant's telephone number, including area code
                                  310-265-0721
                                  -------------

         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)





                       Geo Petroleum, Inc.

Item 5 Other Events

Geo Petroleum Inc. Wins Exxon Waste Disposal Contract

Rolling  Hills  Estates,  California;  March 3, 1998:  GEO  Petroleum,  Inc., an
independent  oil  and  gas  company   specializing  in  high  technology  energy
development  and industrial  waste  disposal,  announced today that its disposal
services  division  executed a waste  disposal  contract with Exxon  Corporation
[NYSE: XON].

Geo  estimates  the  contract  will provide up to $350,000 in  additional  gross
revenues per year. This will represent a 34% increase over current levels. Geo's
disposal  technology is a new process for Exxon, and Exxon's engineers are still
calculating  anticipated  volumes and sampling  additional  waste  streams.  The
additional  wastes could add  significantly  to disposal  volumes and  therefore
revenues.  The initial  waste  streams will come from Exxon's Las Flores  Canyon
hydrocarbon facility.

Before  entering into contracts with Geo, each large company and agency conducts
intensive  environmental  audits of Geo's facilities and employee training.  Geo
received one of the highest environmental and safety audit scores that Exxon has
ever awarded, and has passed all audits by other companies and agencies.

Geo  also  has  contracts  with:  Chevron   Corporation  [NYSE:  CHV];  Southern
California Gas Company,  a subsidiary of Pacific  Enterprises  [NYSE:  PET]; and
several other independent oil companies.

The disposal  facilities  are located on Geo's giant Vaca Tar Sands  Property in
Ventura  County,  California.  Waste liquids  produced by other oil and gas well
operators  are  injected  deep into the  subsurface  in wells below the Vaca Tar
Sands. The process is  environmentally  superior to any other in commercial use,
in that the waste streams are permanently  disposed of deep in the earth,  where
they cannot cause pollution or liability for cleanup.

Geo's mission is to: rapidly expand Vaca's industrial waste disposal  operations
through  diversification into Class I waste streams,  implementation of advanced
injection and disposal techniques,  and continued growth of Geo's customer base;
and  aggressively  develop Vaca's  216,000,000  bbls of oil in place with proven
Steam Assisted Gravity Drainage (SAGD) recovery methods.

Safe Harbor for Forward-Looking  Statements:  Except for historical  information
contained  herein,  the  statements  in this Press  Release are  forward-looking
statements  that are made pursuant to the safe harbor  provisions of the Private
Securities  Litigation Reform Act of 1995.  Forward-looking  statements  involve
know and unknown risks and  uncertainties  which may cause the Company's  actual
results in the future  periods to differ  materially  from  forecasted  results.
These risks and  uncertainties  include,  among other things,  volatility of oil
prices,  product  demand,  market  competition,  risk  inherent in the Company's
international  operations,  imprecision  of reserve  estimates and the Company's
ability to replace  and expand oil and gas  reserves.  These and other risks are
described in the  Company's  Annual  Report on Form 10KSB and other filings with
the Securities and Exchange Commission.

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Geo Petroleum, Inc.
- ---------------------
Registrant
- ------------


/s/ GERALD T. RAYDON
- -----------------------------
GERALD T. RAYDON
(CHAIRMAN AND CHIEF EXECUTIVE OFFICER)