SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES AND EXCHANGE ACT OF 1934

      Date of report (Date of Earliest Event Reported): November 18, 1996

                          UNITED PETROLEUM CORPORATION
             (Exact name of Registrant as specified in its Charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

     0-25006                                              13-3103494
Commission File Number                            I.R.S Employer Identification

                              4867 North Broadway
                              Knoxville, TN 37918

                    (Address of Principal Executive Offices)

                                 615 - 688-0582
              (Registrant's Telephone number, including area code)

Item 4.  Changes in Registration's Certifying Accountant.

         (a) (1) Termination of Certifying Accountants

                  (i) On November 18, 1996, Coopers & Lybrand, the Company's
Certifying Accountants ("Former Accountants") resigned as the Registrant's
Certifying Accountants.

                  (ii) The Former Accountants were first retained on July 15,
1996 and conducted an audit of the Company's financial statements for the
period ending June 30, 1996 in anticipation of a registration of the Company's
securities which was aborted. As a result, the Former Accountants did not issue
a report. The Former Accountants did not state that a report, if issued, would
contain




an adverse opinion or disclaimer of opinion or would be qualified as to
uncertainty, audit scope or accounting principles.

                  (iii) During the interim period preceding the termination of
their employment, there were no disagreements with the Former Accountants with
respect to auditing principles or practices and financial statements. There

were no disagreements with respect to disclosure or auditing scope and
procedure.

                  (iv) During the interim period preceding the resignation of
the Former Accountants:

                          (A) The Former Accountants have not advised the
Registrant that internal controls necessary for the Registrant to develop
reliable financial statements did not exist;

                          (B) The Former Accountants have not advised the
Registrant that information has come to their attention that has led them to no
longer be able to rely on management's representations or that they were
unwilling to be associated with the financial statements prepared by
management.

                          (C) The Former Accountants have not advised the
Registrant of the need to expand significantly the scope of their audit, or
that information has come to their attention during the Registrant's two most
recent fiscal years and any subsequent interim period preceding the termination
of their employment, that, if further investigated, might materially impact the
fairness or reliability of either a previously issued audit report or the
underlying financial statements, or the financial statements issued or to be
issued covering the fiscal periods subsequent to the date of the most recent
financial statements covered by an audit report





(including information that might prevent them from rendering an unqualified
audit report on those financial statements, or cause them to be unwilling to
rely on management's representations or be associated with the Registrant's
financial statements.

                          (D) The Former Accountants have not advised the
Registrant that information has come to their attention that they have
concluded materially impacts the fairness or reliability of either a previously
issued audit report or the underlying financial statements or the financial
statements issued or to be issued covering the fiscal periods subsequent to the
date of the most recent financial statements covered by an audit report
(including information that, unless resolved to the their satisfaction), would
prevent them from rendering an unqualified audit report on those financial
statements.

         (a) (2) Engagement of New Certifying Accountants

         On January 7, 1997, the Company engaged the firm of Reel & Swafford,
PLLC, of Nashville, Tennessee (the "New Accountants") as its new certifying
accountants. The principals of the New Accountants were formerly associated
with the firm of Dunn Cresswell Sparks Smith Horne & Downing, the accounting
firm which certified the Company's financial statements for 1995. The New
Accountants were not consulted regarding:


                  (i) the application of accounting principles to a specific
transaction; or

                  (ii) the type of audit opinion to be rendered with regard to
the Registrant's financial statements; or any disagreements or reportable
events as such terms are defined in





Regulation S-K, Item 304.

         (a) (3) The Former Accountant's are being provided with a copy of the
disclosures being set forth in this Form 8K simultaneously with the filing of
the form with the Commission and are being provided with a request that they
furnish to the Registrant a letter addressed to the Commission stating whether
they agree with the statements made by the registrant in response to Item
304(a) of Regulation S-X, and, if not, stating the respects in which it does
not agree.

         (b) Not applicable.

Item 5. Other Events.

         On November 25, 1996, James R. Fitzgerald resigned as a member of the
Board of Directors of the Company. His stated reason was a possible conflict of
interest as a result of discussions between the Company and his employer, with
regard to potential financings.

         On November 29, 1996, James F. Rose resigned as a member of the Board
of Directors of the Company. His stated reason was his inability to devote
sufficient time to his duties as a director by reason of his other activities.

         On December 18, 1996, William Ted Phillips resigned as a member of the
Board of Directors. His stated reason was his inability to devote sufficient
time to his duties as a director by reason of his other activities.

         The Board of Directors replaced Mr. Fitzgerald, Mr. Rose and Mr.
Phillips with Neil Melnick, Esq., an attorney for the Company; Art Van Buren, a
Certified Public Accountant with offices





in Cookeville, Tennessee who was formerly with the tax department of Ernst &
Young; and Donald Patton, formerly with the Land Department of Ashland
Exploration. Mr. Patton has had 19 years of experience in the oil and gas
business. Also, the Board of Directors elected Walter Helton as a member of the
Board of Directors. Mr. Helton has a PhD. in Geology and is the founder of the
Geology Department of Tennessee Tech University where he is presently on the
staff. In addition, he has acted as a consultant to many companies, including
Marathon Oil.


         In addition, on December 17, 1996, the Board of Directors voted to
increase the number of Board members from six to seven but it has not yet made
arrangements to fill the new seat.





                                   SIGNATURES

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

Dated: January 10, 1997

                                            United Petroleum Corporation

                                            By: /s/ L. Douglas Keene, Jr.
                                                ---------------------------
                                                L. Douglas Keene, Jr.
                                                Executive Vice President