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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 3
Under the Securities Exchange Act of 1934
Upland Energy Corporation
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(Name Of Issuer)
Common Stock
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(Title of Class of Securities)
915 383 202
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(CUSIP Number)
John W. Hobbs, 175 South Main, Suite 1423, Salt Lake City, Utah 84111;
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Telephone Number (801) 537-5010
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(Name, Address and telephone Number of Persons Authorized to Receive Notices
and Communications)
October 27, 1998
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the Following Box if a fee is being paid with the statement [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP NO. 915 383 202
1. Name of Reporting Person: Frank Gillen
S.S. or I.R.S. Identification No. of Above Person:
2. Check the Appropriate Box if a Member of a Group: NA
3. SEC Use Only
4. Source of Funds: PF
5. Check Box if Disclosure of Legal Proceedings is required pursuant to items
2(d) or 2(e): NA
6. Citizenship or Place of Organization: United States
7. Sole Voting Power: 270,811
8. Shared Voting Power: 18,200
9. Sole Dispositive Power: 270,811
10. Shared Dispositive Power: 270,811
11. Aggregate Amount Beneficially owned by Each Reporting Person: 289,011
12. Check Box if the Aggregate Amount in Box (11) Excludes Certain Shares:
NA
13. Percent of Class Represented by Amount in Row (11): At October 27, 1998,
the 289,011 shares would represent 7.82%.
14. Type of Reporting Person: IN
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Item 1. Security and Issuer:
This statement relates to shares of Common Stock of Upland Energy
Corporation (the "Issuer") whose address is 175 South Main Street, Suite 1423,
Salt Lake City, Utah 84111.
Item 2. Identity and Background:
(a) The individual filing this statement is Frank Gillen;
(b) Mr. Gillen's business address is 440 East 400 South, Salt Lake
City, Utah 84111;
(c) Mr. Gillen is a broker at Alpine Securities Corporation located
in Salt Lake City, Utah;
(d) Mr. Gillen has not been convicted in a criminal proceeding within
the last five years;
(e) Mr. Gillen has not been a party to a civil proceeding of a
judicial or administrative body within the last five years; and
(f) Mr. Gillen is a citizen of the United States.
Item 3. Source and Amount of Funds or other Consideration:
All funds used in the purchase of the shares of common stock of the
Issuer were personal funds of Mr. Gillen or his or his wife's IRA's. Mr.
Gillen has made numerous purchase and sales of the Issuer's common stock, and
accordingly, it is difficult to say the dollar amount expended on the shares
currently held; however, Mr. Gillen estimates that approximately $387,654 was
expended on the purchase of the shares of common stock.
Item 4. Purpose of Transaction:
The securities were purchased for investment purposes only. Mr. Gillen
may acquire additional securities of the Issuer if he feels they are a good
investment at the time or may sell his securities in the Issuer if he feels
the sale is a good investment decision. Mr. Gillen has no plans in regards to
the Issuer or its securities other than as an investment.
Item 5. Interest in Securities of the Issuer.
(a) As of October 28, 1998, Mr. Gillen owned 270,811 shares of the
Issuer and his wife owned 18,200 shares representing an aggregate of 7.82% of
the Issuer's outstanding common stock at that date. As of May 28, 1998, Mr.
Gillen's holdings of the Issuer had not changed. Mr. Gillen owns all of his
shares outright although some are in trust or family corporation for estate
planning purposes or are owned by his wife.
(b) Mr. Gillen has sole power to vote all of his shares.
(c) During the past 60 days, Mr. Gillen has not sold any shares of the
Issuer.
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(d) Mr. Gillen has the sole right to receive and the power to direct
the receipt of dividends from, or the proceeds from the sale of the Issuer's
shares of common stock held by Mr. Gillen.
(e) Mr. Gillen is still a five percent shareholder.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Mr. Gillen is not currently a party to any contracts, arrangements,
understandings or relationships with respect to the securities of the Issuer.
Item 7. Materials to be filed as Exhibits.
NA
Signature:
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 28, 1998 /s/ Frank Gillen
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Date Signature
Name/Title
