PEASE OIL & GAS CO /CO/
8-K, 1997-06-03
CRUDE PETROLEUM & NATURAL GAS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

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


          Date of Report (Date of earliest event reported) May 31, 1997

                            PEASE OIL AND GAS COMPANY
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Nevada                       0-6580             84-0285520
 ---------------------------     -------------------    ------------------
(State or other jurisdiction    (Commission File No.)  (I.R.S. Employer
 of incorporation)                                      Identification No.)



751 Horizon Court, Suite 203, Grand Junction, Colorado           81506-8718
- ------------------------------------------------------           ----------
     (Address of principal executive offices)                    (Zip Code)


Registrant telephone number including area code:  (970) 245-5917
<PAGE>

Item 5.   OTHER EVENTS.

     At the annual meeting of  shareholders of the Registrant held May 31, 1997,
James N.  Burkhalter,  Patrick J. Duncan and R. Thomas "Tom"  Fetters,  Jr. were
elected as directors of the  Registrant to serve three year terms.  Mr.  Fetters
was nominated and elected after Robert.  V. Timlin, a director of the Registrant
since  1981,  decided to retire and  declined  to stand for re-  election at the
meeting.

     Mr. Fetters,  57, who also joined the Registrant as its Consulting  Manager
of Gulf  Coast  Acquisition  and  Exploration,  was most  recently  Senior  Vice
President of  Exploration  for National  Energy Group,  Inc., a position he held
from September 1995 through early 1997. Mr. Fetters is a petroleum geologist and
currently serves as Chairman of Global Group, a closely-held  international oil,
gas and mining company,  which he founded in 1995. Mr. Fetters was President and
Chief Operating  Officer of XCL  Exploration and Production,  Inc. and XCL-China
Ltd.  (both  wholly-owned  subsidiaries  of XCL Ltd.,  formerly The  Exploration
Company of Louisiana, Inc.), from February 1990 until September 1995. From March
1989 to February 1990 Mr.  Fetters held the position of Chairman of  Independent
Energy  Corporation which was acquired by The Exploration  Company of Louisiana.
From May 1983 to March 1989, Mr. Fetters served as President and Chief Executive
Officer of CNG  Producing  Company in New Orleans  and,  from August 1966 to May
1983,  held various  positions,  from  Geologist to  Exploration  Manager,  with
several divisions of Exxon, primarily in the Gulf Coast region and offshore Gulf
of Mexico of the U.S., and in Malaysia and Australia.  At Exxon USA, Mr. Fetters
held the positions of Division  Manager of Production  Research and  Exploration
Planning Manager.  Mr. Fetters filed for personal bankruptcy in June 1993 due to
market  conditions of real estate at such time and was discharged from his debts
in September  1993. Mr. Fetters holds B.S. and M.S.  degrees in geology from the
University of Tennessee.

     Also,  shareholders  approved an amendment to the Articles of Incorporation
of the  Registrant,  the effect of which is to increase the number of authorized
shares of  Registrant's  $0.10  par value  common  stock to 40  million  from 25
million before the amendment.

                                   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 hereunto duly authorized.

Date: June 2, 1997

                                          PEASE OIL AND GAS COMPANY



                                          By /s/ Willard H. Pease, Jr.
                                             -----------------------------------
                                                 Willard H. Pease, Jr. President




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