SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549


                                   FORM 8-K/A


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported)  November 1, 1995


                            CHAPARRAL RESOURCES, INC.
             (exact name of registrant as specified in its charter)


     Colorado                      0-7261                 84-0630863
(State of other jurisdiction  (Commission File No.)    (I.R.S. Employer
 of incorporation)                                      Identification No.)



     621 - 17th Street, Suite 1301, Denver, Colorado                   80293

     (Address of principal executive offices)          (Zip Code)



     Registrant's telephone number including area code:  (303) 293-2340

 

                                                                3 Total Pages 
 


Item 5.   Other Events


          On November 1, 1995, the Company borrowed $750,000 from the Brae
Group, Inc. ("Brae") of Houston, Texas, pursuant to a Promissory Note ("Note")
that bears interest at 8% per annum  and is due and payable on April 30, 1997,
or earlier if the Company receives additional financing sufficient to pay the
Note.

     In addition, the Company agreed to issue  Brae warrants to purchase 500,000
shares of the Company's common stock at $.25 per share.  The warrants will
expire on October 30, 1998.

     In the event the Company has not repaid the Note in full on or before April
30, 1996, the Company is required to issue Brae additional warrants to purchase
100,000 shares of the Company's common stock at $.25 per share.  These warrants,
if issued, will expire on April 30, 1999.

     In the event the Company has not repaid the Note in full on or before
October 30, 1996, the Company is required to issue Brae additional warrants to
purchase 200,000 shares of the Company's common stock at $.25 per share.  These
warrants, if issued,  will expire on October 30, 1999.

     In addition, not later than December 31, 1995 (unless prior to such date
the Note has been paid in full), the Company is required to appoint Howard
Karren, Peter G. Dilling and James A. Jeffs as directors of the Company and to
appoint Howard Karren as Chairman of the Board of Directors of the Company.  The
Company is required to keep such persons as directors until the Note is paid in
full.  If any such person declines or ceases to serve as a director, then Brae,
until the Note is paid in full, may designate another person to serve on the
Company's Board in place of such person.

     The Company has a 45% beneficial ownership interest in Central Asian
Petroleum Guernsey Limited ("CAP-G").  CAP-G has a 50% beneficial ownership
interest in Karakuduk-Munay, Inc. ("KKM"), the operating company for the
development of the Karakuduk Field.  The Company, through its 45% beneficial
ownership interest in CAP-G, has a 22.5% beneficial ownership interest in the
Karakuduk Field.

     The Company will use $695,000 of the $750,000 borrowed for its share of
KKM's operating budget for the remainder of 1995.  The balance, $55,000, will be
used for the Company's operations for the remainder of fiscal 1995.

     In consideration for the introduction of the Company to Brae, the Company
has also agreed to issue warrants to purchase 200,000 shares of the Company's
common stock at $.25 per share to a finder.  The warrants will expire on October
30, 1998.



                                        SIGNATURES


     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.

Date:     November 13, 1995

                              CHAPARRAL RESOURCES, INC.



                              By /s/ Paul V. Hoovler
                                ---------------------------------
                                Paul V. Hoovler, President