10-K/A

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

(Mark One)                 Form 10-K/A

 [x]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
       THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
            For the Fiscal Year Ended August 31, 1996

                               OR

 [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) 
    OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
       For the Transition Period from ________ to ________
       
                  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            (I.R.S. Employer   
   of incorporation or organization)      Identification Number)

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

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

   Securities Registered Pursuant to Section 12(b) of the Act:

                              NONE

   Securities Registered Pursuant to Section 12(g) of the Act:

                   COMMON STOCK, NO PAR VALUE

    Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 12 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 at least the past ninety (90) days.

          YES __X__                            NO _____

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation 5-S is not contained herein, and will not be contained, to
the best of the 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. [    ]

    State the aggregate market value of the voting stock held by nonaffiliates
of the Registrant:  $63,502 as of November 29, 1996.

    Indicate the number of shares outstanding of each of the Registrant's
classes of common stock as of the latest practicable date:  14,912,492 as of
November 29, 1996:

              DOCUMENTS INCORPORATED BY REFERENCE:

                              NONE

                     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 10-K dated August 31, 1996, and is qualified in its entirety
by reference to such financial statement.

       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          AUG-31-1996
<PERIOD-END>                               AUG-31-1996
<CASH>                                           25311
<SECURITIES>                                         0
<RECEIVABLES>                                    15119
<ALLOWANCES>                                         0
<INVENTORY>                                       4992
<CURRENT-ASSETS>                                 49019
<PP&E>                                         1356294
<DEPRECIATION>                                  712716
<TOTAL-ASSETS>                                  692597
<CURRENT-LIABILITIES>                          1492648
<BONDS>                                              0
<COMMON>                                       5692571
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                     1567243
<TOTAL-LIABILITY-AND-EQUITY>                    692597
<SALES>                                          89293
<TOTAL-REVENUES>                                 88108
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                208295
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              101908
<INCOME-PRETAX>                               (222095)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (222095)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (222095)
<EPS-PRIMARY>                                    (.01)
<EPS-DILUTED>                                    (.01)