FORTUNE PETROLEUM CORP
8-K, 1997-01-27
CRUDE PETROLEUM & NATURAL GAS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

       Date of Report (Date of earliest event reported): JANUARY 15, 1997

                          FORTUNE PETROLEUM CORPORATION
             (Exact name of Registrant as specified in its charter)

   DELAWARE                         1-12334                  95-4114732
(State or other jurisdiction     (Commission                (IRS Employer
  of incorporation)              File Number)            Identification No.)

               515 W. GREENS ROAD, SUITE 720, HOUSTON, TEXAS  77067
             (Address of principal executive offices)       (Zip Code)

        Registrant's telephone number, including area code: (281) 872-1170
        Registrant's telecopier number, including area code: (281) 872-1213

                                       N/A
           (Former name or former address, if changed since last report)
<PAGE>
ITEM 5.  OTHER EVENTS

   ELECTION OF DIRECTOR

   On January 22, 1997, Registrant's board of directors increased the size of
the board from six to seven members and appointed Daniel R. Shaughnessy as a
director to fill the resulting vacancy. Mr. Shaughnessy will serve until the
1997 annual meeting of shareholders, at which time it is expected that he will
be a management nominee to fill a term expiring in 1998.

   Mr.  Shaughnessy has previously served as a consultant to Registrant in the
evaluation  of proposed  exploration  opportunities.  It is  expected  that he
will continue to assist Registrant in that capacity.

   Mr. Shaughnessy is a petroleum geophysist and geologist. He is president of
Intepretations3, an integrated 3D geophysical interpretation and evalution
company which he founded in 1994. Prior to organizing that company, he served
in positions of increasing responsibility with Woods Hole Oceanographic
Institute, ARAMCO, and Mobil Oil, Corporation where he last served as
exploration supervisor for prospects developed in the Gulf of Mexico.

   PRIVATE PLACEMENT OF COMMON STOCK

   On January 15, 1997, Registrant closed a private placement of 412,000 shares
of Common Stock at a price of $3.00 per share. In addition, Registrant issued
206,000 stock purchase warrants, exercisable for a period of two years at a
price of $3.50 per share. Such shares and warrants were offered and sold in
reliance on the exemption from registration under the Securities Act of 1933, as
amended (the "Act"), afforded by section 4(2) thereof and Regulation D
thereunder. In connection with such placement, Registrant paid a placement fee
to Fechtor, Detwiler & Co., Inc., Boston, Massachussets, of $84,000. The net
proceeds to Registrant after payment of such placement fees and other expenses
were approximately $1,135,000.

   Registrant intends to use about $900,000 of the net proceeds to purchase an
approximate 11.4% interest in a portion of the Bayou Sorrel field in Iberville
Parish, Louisiana. The interest to be acquired is subject to an area of mutual
interest agreement which Registrant has entered into with National Energy Group
for an adjacent field. The Bayou Sorrel interest being acquired includes an
interest (which is not material) in existing proved producing reserves in the
field as well as additional development locations. Such purchase is expected to
be consummated in February 1997.

<PAGE>
                                    SIGNATURE

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

                          FORTUNE PETROLEUM CORPORATION

                             By: /s/ J. MICHAEL URBAN
                                     J. Michael Urban
                                     Vice-President and
                                     Chief Financial Officer

      Date:   January 24, 1997



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