8-K

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                       Securities and Exchange Commission
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): January 14, 1999


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


          Delaware                    0-25006                 13-3103494
   (State or Other Juris-         (Commission File           (IRS Employer
 diction of Incorporation)             Number)            Identification No.)


     2620 Mineral Springs Road
            Suite A
       Knoxville, Tennessee                                     37917
     ----------------------------------------------------------------------
      (Address of Principal                                   (Zip Code)
       Executive Offices)


                                 (423) 688-6204
     ----------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


                                 Not Applicable
     ----------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



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ITEM 3.  BANKRUPTCY OR RECEIVERSHIP.

On January 14, 1999, the Registrant issued the press release attached hereto as
Exhibit 99.1, which is incorporated herein by reference. The press releases
announces that, on Thursday, January 14, 1999, United Petroleum Corporation
filed a voluntary petition for relief under Chapter 11 of the Federal Bankruptcy
Code in the United States Bankruptcy Court for the District of Delaware.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits

     99.1      Press release issued Friday, January 15, 1999, by the Registrant
               describing the filing, by the Registrant of a voluntary petition
               for relief under Chapter 11 of the Federal Bankruptcy Code in the
               United States Bankruptcy Court for the District of Delaware.



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SIGNATURES


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


                                       UNITED PETROLEUM CORPORATION
                                               (Registrant)

                                        /s/ MICHAEL A. THOMAS 
                                       ----------------------------------------
Date: January 15, 1999                  By:   Michael A. Thomas
                                       Title: President and CEO


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                                 EXHIBIT INDEX



Exhibit
Number                 Description
- ------                 -----------

            
 99.1          Press release issued Friday, January 15, 1999, by the Registrant
               describing the filing, by the Registrant of a voluntary petition
               for relief under Chapter 11 of the Federal Bankruptcy Code in the
               United States Bankruptcy Court for the District of Delaware.

EX-99.1

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                                  EXHIBIT 99.1

PRESS RELEASE - For Immediate Release

                          United Petroleum Corporation
                  Announces Voluntary Chapter 11 Reorganization

         Knoxville, Tennessee, January 14, 1999 - United Petroleum Corporation
announced today that the Company has filed a voluntary petition for Chapter 11
relief in Delaware. The purpose of the filing is to attempt to accomplish a
financial reorganization of the Company to enable the Company to move forward
and remain a going concern.

         The petition seeks Chapter 11 relief only for United Petroleum
Corporation and does not include either of the Company's two operating
subsidiaries, Calibur Systems, Inc. or Jackson-United Petroleum Corporation.
Management anticipates that Calibur and Jackson-United will continue to operate
their respective businesses in the ordinary course and that the Chapter 11 case
of the parent company will have no material effect on the operating
subsidiaries. Importantly, none of the creditors, suppliers or vendors of the
two operating subsidiaries will be affected by the reorganization of the parent
company.

         Under Chapter 11, the Company will continue to operate its business in
the ordinary course under the protection of the bankruptcy court while seeking
to finalize a plan of reorganization to implement its anticipated restructuring.
In that regard, the Company anticipates filing its plan within 10 days. The
plan, which will reduce the Company's debt level and restructure the Company's
balance sheet by converting a portion of its secured debt, all of its debentures
and all of its preferred stock to common stock, has been preliminarily approved
by the holders of all of the Company's secured debt, and a majority of the
Company's debentures and preferred stock. The plan is subject to review and
approval by the Company's creditors and stockholders as well as the bankruptcy
court.

         Statements contained in this news release, if not historical, are
forward looking statements within the meaning of section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which
involve risks and uncertainties which could cause actual results to differ
materially from the results described in the forward looking statements. Such
risks and uncertainties include the Company's high level of debt and leverage,
the effect on the Company's and its subsidiaries' vendors and customers of the
Company's decision to voluntarily file for protection under Chapter 11 of the
federal bankruptcy laws, the Company's dependence on key personnel, competition
in the Company's markets, the effects of seasonality on the Company's business,
and the structure and terms of the Company's plan of reorganization. A further
discussion of factors that could affect the Company's business and results of
operations is included in the Company's reports filed with the Securities and
Exchange Commission.

                             For Further Information
             Contact Investor Relations - Doug Keene or Mike Thomas
                               Ph: (423) 688-6204