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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
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ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES: 1400 Broadfield Blvd., Suite 200, Houston, TX 77084
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ISSUER'S TELEPHONE NUMBER (INCLUDING AREA CODE): (713) 492-6992
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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: 11,422,348
3. Number of shares outstanding after the change: 16,890,155
4. Effective date of change: during the period from May 3 - June 5, 1996
5. Method of change - Specify method (such as merger, acquisition, exchange,
distribution, stock split, reverse split, acquisition of stock for treasury,
etc.): conversion of debentures, warrant exercises, acquisition, private
placement
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Give brief description of transaction: 290,584 shares were issued upon
conversion of $1,100,000 principal amount of 8% Convertible Subordinated
Debentures due December 31, 1997; 27,223 shares were issued upon exercise
of outstanding warrants at an exercise price of $1.50 per share; $161,000
cash consideration and 150,000 shares were issued upon the acquisition of
interests held by Galleria Resources; and 5,000,000 shares were issued
and sold for gross proceeds of $22.5 million in a private placement by
the Company to institutional and other qualified investors in Norway and
other European countries.
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
June 10, 1996 \s\Susan E. Palmer Corporate Secretary
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DATE OFFICER'S SIGNATURE AND TITLE
