8-K

 
                                 UNITED STATES
                      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):  February 16, 1998


                             AVIVA PETROLEUM INC.
            (Exact name of registrant as specified in its charter)


         Texas                          0-22258                 75-1432205
(State or other jurisdiction of  (Commission File Number)    (I.R.S. Employer
 incorporation or organization)                           Identification Number)


           8235 Douglas Avenue,                                  75225
        Suite 400, Dallas, Texas                               (Zip Code)
(Address of principal executive offices)


                                (214) 691-3464
             (Registrant's telephone number, including area code)


                                Not Applicable
         (Former name or former address, if changed since last report)

 
Item 5. Other Events


     The press release dated February 16, 1998, that is filed herewith as
Exhibit 20.1 is incorporated herein by reference.


Item 7. Exhibits


c)   Exhibits

     20.1  Press release dated February 16, 1998, reporting on the Company's
capital restructuring.





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                                  SIGNATURES
                                  ----------


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


                                    AVIVA PETROLEUM INC.



Date:  February 16, 1998            /s/ James L. Busby
                                    -------------------------------------------
                                    James L. Busby
                                    Treasurer and Secretary
                                    (principal financial and accounting officer)







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EXHIBITS

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

   
**20.1  Press release dated February 16, 1998, reporting on the Company's
        capital restructuring.


 



- ------------
**Filed Herewith
 

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EX-20.1

 
                                                                    EXHIBIT 20.1

PRESS RELEASE

For immediate release

================================================================================

                    AVIVA REPORTS ON CAPITAL RESTRUCTURING

DALLAS, TEXAS, February 16, 1998 . . . .Aviva Petroleum Inc. (AMEX: "AVV"), the
Dallas-based oil and gas exploration company, reports that it has executed an
amendment to its credit agreement with ING (U.S.) Capital Corporation, which
restructures principal payments on its $7.7 million outstanding loan.
Previously scheduled monthly payments of $575,000 will be replaced by 80% of
defined monthly cash flows until October 1, 1999, at which time the remaining
balance is due and payable.  The amount of such remaining balance will be
largely dependent on the level of oil and gas prices in the next 12-18 months.

This amendment provides the Company with liquidity through calendar 1998 and
well into 1999.

Aviva's Chief Executive Officer,  Ron Suttill,  said the restructuring plan
announced last year to raise new equity and mezzanine funding could not be
successfully completed in the current climate of depressed oil prices and other
uncertainties.  Mr. Suttill said that Aviva's Board of Directors believed the
arrangement announced today was in the best interest of shareholders at the
present time.  Financial results for 1997 will be published shortly which are
expected to reflect additional "ceiling test" write-downs of approximately $6
million as a result of low year-end prices.

 
Aviva is engaged in the exploration for and the development and production of
oil and gas in Colombia and offshore in the United States.  In addition to its
American Stock Exchange listing, the Company's common shares are traded on the
London Stock Exchange under the ticker symbol "AVP"

Safe Harbor for Forward-Looking Statements:  Except for historical information
- -------------------------------------------
contained herein, the statements in this press release are forward-looking
statements that are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995.  Forward-looking statements involve
known and unknown risks and uncertainties which may cause the Company's actual
results in future periods to differ materially from forecasted results.  These
risks and uncertainties include, among other things, general economic
conditions, volatility of oil and gas prices, the impact of possible
geopolitical occurrences world-wide, imprecision of reserve estimates, changes
in laws and regulations, unforeseen engineering and mechanical or technological
difficulties in drilling or working-over wells, and other risks described in the
Company's Annual Report on Form 10-K and other filings with the Securities and
Exchange Commission.


Further Information:

Ron Suttill
Aviva Petroleum Inc.
Dallas, Texas
214 691 3464