U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
1. Name and Address of Reporting Person: Michael L. Labertew,
4685 South Highland Drive, Salt Lake City, UT 84117
2. Date of Event Requiring Statement (Month/Date/Year): 08/12/98
3. IRS or Social Security Number of Reporting Person (Voluntary):
4. Issuer Name and Ticker or Trading Symbol: Upland Energy Corporation (UPLC)
5. Relationship of Reporting Person(s) to Issuer (Check all Applicable)
(X) Director ( ) Officer, give title below ( ) 10% Owner ( ) Other
Title: Director
6. If Amendment, Date of Original (Month/Day/Year): N/A
7. Individual or Joint/Group Filing (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
TABLE I - Non-Derivative Securities Beneficially Owned
1. Title of Security: N/A
2. Amount of Securities Beneficially Owned: N/A
3. Ownership Form: Direct(D)or Indirect(I): N/A
4. Nature of Indirect Beneficial Ownership: N/A
TABLE II - Derivative Securities Beneficially Owned
1. Title of Derivative Security: OPTIONS
2. Date Exercisable (Month/Day/Year): 10/19/98
Expiration Date(Month/Day/Year): 10/19/03
3. Title: Common Stock
Amount of Securities Underlying Derivative Security (Amount of Number of
shares): 20,000
4. Conversion or Exercise Price of Derivative Security: $0.5625
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I): D
6. Nature of Indirect Beneficial Ownership:
Explanation of Responses:
Signature of Reporting Person: /S/ Michael L.Labertew
Date: 2/15/99
