10-Q/A

                                  FORM-10Q/A


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                            ______________________


                  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934


Quarter Ended May 31, 1996                      Commission File Number 0-9098


                           OIL CITY PETROLEUM, INC.               
            (Exact name of Registrant as specified in its Charter)


              Texas                                   75-1614001            
  (State or other jurisdiction of       (I.R.S. Employer Identification No.)
   incorporation or organization)



          5579 South Lewis, Tulsa, Oklahoma                     74105  
       (Address of principal executive offices)              (Zip Code)


                              (918)  749-0483                    
             (Registrant's telephone number, including area code)


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


The Registrant had 14,912,492 shares of common stock, no par value outstanding
as of the close of the period covered by this report.




                            OIL CITY PETROLEUM, INC.
                                     INDEX



EXHIBIT INDEX
   Exhibit 27 - Financial Data Schedule


Enclosed herewith is a Financial Data Schedule which was omitted from the
previously filed report.


                                  SIGNATURE




     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 thereunto duly authorized.



                                       OIL CITY PETROLEUM, INC.



Date:      April 17, 1997              s/b Herman E. Nichols, Jr.           

                                       Herman E. Nichols, Jr.
                                       President

EX-27

 

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Oil City
Petroleum, Inc.'s third quarter 10-Q dated May 31, 1996, and is qualified in its
entirety by reference to such financial statement.

       
                             
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          AUG-31-1996
<PERIOD-END>                               MAY-31-1996
<CASH>                                           27264
<SECURITIES>                                         0
<RECEIVABLES>                                    11714
<ALLOWANCES>                                         0
<INVENTORY>                                       3315
<CURRENT-ASSETS>                                 44514
<PP&E>                                         1355818
<DEPRECIATION>                                  708245
<TOTAL-ASSETS>                                  692087
<CURRENT-LIABILITIES>                          1437536
<BONDS>                                              0
<COMMON>                                       5692571
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                     1567243
<TOTAL-LIABILITY-AND-EQUITY>                    692087
<SALES>                                          60198
<TOTAL-REVENUES>                                 61084
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                156854
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               75780
<INCOME-PRETAX>                               (171550)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (171550)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (171550)
<EPS-PRIMARY>                                    (.01)
<EPS-DILUTED>                                    (.01)