8-K/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 8-K/A


                                 CURRENT REPORT

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


        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 15, 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 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

Effective March 22, 1999, the Board of Directors of the Company approved the
engagement of J.H. Cohn LLP ("Cohn") as the Company's independent auditors for
the fiscal year ending December 31, 1998, to replace the firm of Reel and
Swafford, PLLC ("Reel & Swafford") who were informed by the Company, on March
15, 1999, that the Company would seek new independent auditors.

The reports of Reel & Swafford on the Company's financial statements for the
past two fiscal years did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles, except as noted in the following sentence. The report 
for the fiscal year ended December 31, 1997 included an explanatory paragraph 
stating that the consolidated financial statements of the Company were prepared 
assuming that the Company would continue as a going concern and that the 
Company's financial condition raises substantial doubts about its ability to 
continue as a going concern.

In connection with the audits of the Company's financial statements for each of
the two fiscal years ended December 31, 1996 and December 31, 1997, and in the
subsequent interim period, there were no disagreements with Reel & Swafford on
any matters of accounting principles or practices, financial statement
disclosure, or auditing scope and procedures which, if not resolved to the
satisfaction of Reel & Swafford, would have caused Reel & Swafford to make
reference to the matter in their reports. In addition, during the aforementioned
fiscal years and the interim period during which Reel & Swafford served the
Company, the Company had no reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K.

Reel & Swafford has not advised the Company during the most recent two fiscal
years and in the subsequent interim period that: (i.) the internal controls
necessary for the Company to develop reliable financial statements does not
exist; (ii.) information has come to their attention that has led them to no
longer be able to rely on management's representations, or that has made them
unwilling to be associated with the financial statements prepared by management;
(iii.) there was a need to expand significantly the scope of its audits, or
(iv.) information has come to their attention that they have concluded will, or
that if further investigated might, materially impact the fairness or
reliability of either previously issued audit reports or the underlying
financial statements, or the financial statements issued or to be issued
covering the fiscal period subsequent to the date of the most recent audited
financial statements.

No consultations occurred between the Company and Cohn during the two fiscal
years and any interim period preceding the appointment of Cohn regarding the
application of accounting principles, the type of audit opinion that might be
rendered or other information considered by the Company in reaching a decision
as to any accounting, auditing or financial reporting issue.

Reel & Swafford has furnished to the Company a letter addressed to the United
States Securities and Exchange Commission stating that it agrees with the
disclosures made herein. This letter is filed as an exhibit to this amendment to
Current Report on Form 8-K.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(a.) Financial Statements        

     None

(b.) Pro Forma Financial Information         

     None

(c.) Exhibits

      16.1  Letter regarding change in Registrant's certifying accountant from
            Reel & Swafford PLLC, dated April 15, 1999.


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SIGNATURES


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


UNITED PETROLEUM CORPORATION
(Registrant)


By: /s/ L. DOUGLAS KEENE, JR.
   ----------------------------------
        L. Douglas Keene, Jr.
        Executive Vice President and CFO

Date:   April 6, 1999
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                                EXHIBIT INDEX




EXHIBIT
NUMBER                  DESCRIPTION
- -------                 -----------
             
  16.1          Letter regarding change in Registrant's certifying accountant 
                from Reel & Swafford, PLLC, dated April 5, 1999.

EX-16.1

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                                                                    EXHIBIT 16.1

                       [REEL & SWAFFORD, PLLC LETTERHEAD]



April 5, 1999



US Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549

RE: United Petroleum Corporation (Commission File Number 0-25006)

We have read Form 8K dated March 15, 1999, filed March 26, 1999, of the above 
referenced registrant related to the change of auditors whereby the 
client-auditor relationship between registrant and Reel & Swafford, PLLC has 
ceased.

This is to advise you that Reel & Swafford, PLLC has no matters of disagreement 
with respect to the statements made in the aforementioned Form 8K of the 
registrant.

/s/ REEL & SWAFFORD, PLLC

Reel & Swafford, PLLC
Certified Public Accountants



cc: United Petroleum Corporation
Attention: Doug Keene, CFO
2620 Mineral Springs Road, Suite A
Knoxville, TN 37917