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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING

SEC FILE NUMBER
CUSIP NUMBER

(Check One):  [ ] Form 10-K  [ ] Form 20-F  [ ] Form 11-K
              [X] Form 10-Q  [ ] Form N-SAR
               For Period Ended: September 30, 1998

              [ ] Transition Report on Form 10-K [ ] Transition Report on Form
              20-F [ ] Transition Report on Form 11-K [ ] Transition Report on
              Form 10-Q [ ] Transition Report on Form N-SAR
               For the Transition Period Ended:

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:


PART I - REGISTRANT INFORMATION

United Petroleum Corporation
- -----------------------------------------------------------
Full Name of Registrant


- -----------------------------------------------------------
Former Name if Applicable

2620 Mineral Springs Road, Suite A
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Address of Principal Executive Office (Street and Number)

Knoxville, TN 37917
- - ---------------------------------------------------------
City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

[x]      (a) The reasons described in reasonable detail in Part III of this form
         could not be eliminated without unreasonable effort or expense;

[x]      (b) The subject annual report, semi-annual report, transition report on
         Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
         filed on or before the fifteenth calendar day following the prescribed
         due date; or the subject quarterly report or transition report on Form
         10-Q, or portion thereof will be filed on or before the fifth calendar
         day following the prescribed due date; and


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[ ]      (c) The accountant's statement or other exhibit required by Rule
         12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 11-K, 10-Q, N-SAR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.

Registrant is unable to complete its financial statements in time to file by the
filing date due to the resolution of accounting issues.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
    notification

    L. Douglas Keene, Jr.                     (423)          688-6204
    --------------------------------------  -----------  ------------------
                    (Name)                  (Area Code)  (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
    Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
    of 1940 during the preceding 12 months (or for such shorter period that the
    registrant was required to file such reports) been filed? If answer is no,
    identify report(s). /X/ Yes / / No

(3) Is it anticipated that any significant change in results of operations from
    the corresponding period for the last fiscal year will be reflected by the
    earnings statements to be included in the subject report or portion thereof?
                                                        / / Yes  /X/ No

    If so, attach an explanation of the anticipated change, both narratively and
    quantitatively, and, if appropriate, state the reasons why a reasonable
    estimate of the results cannot be made.





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United Petroleum Corporation
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(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date: November 16, 1998                   By  /s/ L. Douglas Keane, Jr.
                                              ----------------------------
                                                L. Douglas Keene, Jr.,
                                                Executive Vice President