SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549


                               FORM 8-K/A

                             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): July 1, 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 July 15, 1996 the Board of Directors of the
Registrant voted to dismiss Dunn Cresswell Sparks Smith Horne & Downing (the
"Former Accountants") as the Registrant's certifying accountants. On the same
day, the Former Accountants resigned.

                           (ii) During the two most recent fiscal years and any
subsequent interim periods preceding the termination of their employment, the
principal accountant's report on the financial statements of the Registrant did
not contain an adverse opinion or disclaimer of opinion, and were not qualified
as to uncertainty,





audit scope or accounting principles.

                           (iii) The decision to change accountants was approved
by the Board of Directors of the Registrant.

                           (iv)  During the two most recent fiscal years and any
subsequent interim periods 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 two most recent fiscal years and any
subsequent interim periods preceding the termination of the
employment 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 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 July 15, 1996 the Board of Directors of the Registrant
voted to retain the firm of Coopers & Lybrand (the "New Accountants").
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.

                  A. On April 17, 1996 the Board of Directors of United
Petroleum Corporation (the "Company") passed resolutions which authorized the
Company to issue $5,000,000 of Convertible Debentures (or a greater amount if
there was a sufficient interest) for a consideration equal to 75% of the face
value of the Debentures. The Debentures have a maturity of two years and bear
interest at the rate of 7% per annum. The Debentures are convertible into common
stock of the Company. The conversion price is the lesser of the the average
market price of the Company's stock, as reported by NASDAQ, for the five
tradingdays preceeding the record date for the principal or interest payment.

                  Commencing May 8, 1996 and concluding July 1, 1996, the
Company sold $7,099,999.66 face amount of Debentures to five purchasers for a
net price, after commissions of $4,650,500.

                  The Debentures have been sold to foreign investors and have
been registered with the Securities and Exchange Commission pursuant to
Regulation S of the Rules and Regulations of the







Securities and Exchange Commission.

                  The Company intends to use the proceeds (1) to finance
oil and gas drilling operations in its Jackson-United Petroleum
subsidiary; (2) to expand the number of full service auto care centers
and convenience stores operated by the Company's subsidiary, Calibur
Enterprises, Inc.; and (3) for working capital and other corporate
purposes.

                  B. On July 11, 1996, the Board of Directors of the Company
authorized the purchase in the open market of up to One Million (1,000,000)
shares of the Company's common stock.




                                  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 belalf by the undersigned duly authorized.

Dated: July 22, 1996

                                             United Petroleum Corporation


                                         By: /s/ Douglas Keane
                                         Douglas Keane, Executive Vice President