<PAGE>
FORM 10-C
Securities and Exchange Commission
Washington, DC 20549
Report by issuer of securities quoted on The Nasdaq Stock Market, filed pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 and Rule 13a-17 or
15d-17 thereunder.
EXACT NAME OF ISSUER AS SPECIFIED IN CHARTER: Fountain Oil Incorporated
ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES: 1400 Broadfield Blvd., Suite 200, Houston, TX 77084
ISSUER'S TELEPHONE NUMBER (INCLUDING AREA CODE): (713) 492-6992
I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of five percent or more in the number
of shares outstanding:
1. Title of security: Common Stock
2. Number of shares outstanding before the change: 10,846,063
3. Number of shares outstanding after the change: 11,422,348
4. Effective date of change: during the period from April 1 - May 3, 1996
5. Method of change - Specify method (such as merger, acquisiton, exchange,
distribution, stock split, reverse split, acquisition of stock for treasury,
etc.): conversion of debentures
Give brief description of transaction: 576,285 shares were issued upon
conversion of $1,760,000 principal amount of 8% Convertible Subordinated
Debentures due December 31, 1997.
II. CHANGE IN NAME OF ISSUER
1. Name prior to change ________________________________________________________
2. Name after change ___________________________________________________________
3. Effective date of charter amendment changing name ___________________________
4. Date of shareholder approval of change, if required _________________________
May 7, 1996 /s/ Susan E. Palmer Corporate Secretary
_______________________________________________________________________________
DATE OFFICER'S SIGNATURE AND TITLE
