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): December 1, 1997



                      FORTUNE NATURAL RESOURCES 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)



                                       1
<PAGE>

ITEM 5.  OTHER EVENTS

         On October 14, 1997, Fortune Natural Resources  Corporation  ("Fortune"
or "the  Company")  commenced a private  placement  of up to $4.5 million of 12%
Convertible  Subordinated Notes due December 31, 2007 (the "Notes"). The private
placement  closed on December 1, 1997.  An  aggregate  of  $3,225,000  principal
amount of Notes was sold,  and the Company  received  $2,815,000 of net proceeds
after offering expenses and commissions.

         The  Notes  are  convertible  into  the  Company's  Common  Stock  at a
conversion  price of $3.00  per  share,  subject  to  adjustment.  The Notes are
convertible  by the holders after May 1, 1999,  subject to a one-time  option by
the  holders to convert at a lower  conversion  price  prior to that date in the
event that the  Company  sells  shares of its Common  Stock at a price below the
conversion  price. The Notes are redeemable by the Company after May 1, 1999, at
a premium that reduces  monthly  from 10% to zero over an 18-month  period.  Any
such  premium on  redemption  is waived in the event that the  Company's  Common
Stock price averages at least $4.50 per share for 30  consecutive  trading days.
The  holders of the Notes will be  entitled  to receive  additional  shares upon
conversion in the event that the Company's Common Stock price averages less than
the  conversion  price for a certain  period prior to May 1, 1999. The Notes are
subordinate to all of the Company's secured debt,  including the credit facility
with Credit Lyonnais. The Notes bear interest at a rate of 12% per year, payable
quarterly.

         The net proceeds of the private  placement  are being used to refinance
existing  debt and for general  corporate  purposes.  On  December 5, 1997,  the
Company  redeemed  the  remaining  outstanding  balance  of  $1,028,000  of  the
Company's  Debentures  due  December  31,  1997.  In  addition,  $315,000 of net
proceeds were used to reduce the borrowings  under the Company's credit facility
with Credit Lyonnais.  At the date hereof, the outstanding  principal balance of
the credit facility is $550,000.

         The  Notes  were  sold  under a  placement  agreement  with J.  Robbins
Securities,  L.L.C. (the "Placement Agent").  The Placement Agent received a ten
percent sales commission, a three percent non-accountable expense allowance, and
warrants to purchase 89,583 shares of Common Stock. The warrants are exercisable
over a five-year  period at $3.60 per share.  Barry W. Blank, a beneficial owner
of more than five percent of the Company's Common Stock, is a branch manager for
the Placement Agent and marketed substantially the entire private placement.  As
such, Mr. Blank earned approximately 50% of the fees and commissions paid to the
Placement  Agent for the Notes sold by him and 20% of the  warrants to be issued
to the Placement Agent. A trust established by and, under certain circumstances,
for the benefit of Mr.  Blank  acquired  $500,000  of the Notes and Mr.  Blank's
mother acquired  $50,000 of Notes. Mr. Blank disclaims  beneficial  ownership of
the Notes  purchased  by his mother.  Barry  Feiner,  a director of the Company,
acted as outside  counsel for the Placement Agent in connection with the private
placement  and  earned  $32,250  in legal  fees from the  Placement  Agent.  Mr.
Feiner's  wife  acquired  $50,000  in  Notes  for  which  Mr.  Feiner  disclaims
beneficial  ownership.  Mr.  Feiner  recused  himself from voting on all Company
board of director matters associated with the private placement.

                                       2
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (a) Financial Statements.  Not applicable.

         (b) Pro forma financial information. Not applicable.

         (c) Exhibits.

             Exhibit No.     Description
             -----------     -----------

                 1.1*        Placement    Agent    Agreement    between
                             Registrant  and  J.  Robbins   Securities,
                             L.L.C., including amendments thereto.
                 4.1*        Form of Note between  Registrant and holders of
                             12% Convertible  Subordinated Notes.
                 4.2*        Form of Placement Agent Warrant Agreement between
                             Registrant and J. Robbins Securities, L.L.C.
                10.1*        Amendment dated November 3, 1997 to Credit
                             Agreement  between  Registrant  and Credit
                             Lyonnais   New  York  Branch  and  Certain
                             Lenders.
                10.2*        Form   of   Subscription   Agreement   and
                             Investment   Letter  in  connection   with
                             private   placement  of  12%  Subordinated
                             Convertible Notes due December 31, 2007.


*Previously filed with Form 10-Q for period ending 9/30/97.


                                       3
<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 NATURAL RESOURCES  CORPORATION



                                      By: /s/ Tyrone J. Fairbanks
                                          --------------------------------------
                                          Tyrone J. Fairbanks
                                          President and Chief Executive Officer



Date:  December 15, 1997


                                       4
<PAGE>
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{"company-data": {"conformed-name": "FORTUNE NATURAL RESOURCES CORP", "cik": "0000038242", "assigned-sic": "1311", "irs-number": "954114732", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-12334", "film-number": "97738354"}, "business-address": {"street1": "515 WEST GREENS ROAD", "street2": "SUITE 720", "city": "HOUSTON", "state": "TX", "zip": "77067", "phone": "7138721170"}, "mail-address": {"street1": "515 WEST GREENS ROAD", "street2": "SUITE 720", "city": "HOUSTON", "state": "TX", "zip": "77067"}, "former-company": {"former-conformed-name": "FORTUNE PETROLEUM CORP", "date-changed": "19920703"}}
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): December 1, 1997

                      FORTUNE NATURAL RESOURCES 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)

                                       1
ITEM 5.  OTHER EVENTS

         On October 14, 1997, Fortune Natural Resources  Corporation  ("Fortune"
or "the  Company")  commenced a private  placement  of up to $4.5 million of 12%
Convertible  Subordinated Notes due December 31, 2007 (the "Notes"). The private
placement  closed on December 1, 1997.  An  aggregate  of  $3,225,000  principal
amount of Notes was sold,  and the Company  received  $2,815,000 of net proceeds
after offering expenses and commissions.

         The  Notes  are  convertible  into  the  Company's  Common  Stock  at a
conversion  price of $3.00  per  share,  subject  to  adjustment.  The Notes are
convertible  by the holders after May 1, 1999,  subject to a one-time  option by
the  holders to convert at a lower  conversion  price  prior to that date in the
event that the  Company  sells  shares of its Common  Stock at a price below the
conversion  price. The Notes are redeemable by the Company after May 1, 1999, at
a premium that reduces  monthly  from 10% to zero over an 18-month  period.  Any
such  premium on  redemption  is waived in the event that the  Company's  Common
Stock price averages at least $4.50 per share for 30  consecutive  trading days.
The  holders of the Notes will be  entitled  to receive  additional  shares upon
conversion in the event that the Company's Common Stock price averages less than
the  conversion  price for a certain  period prior to May 1, 1999. The Notes are
subordinate to all of the Company's secured debt,  including the credit facility
with Credit Lyonnais. The Notes bear interest at a rate of 12% per year, payable
quarterly.

         The net proceeds of the private  placement  are being used to refinance
existing  debt and for general  corporate  purposes.  On  December 5, 1997,  the
Company  redeemed  the  remaining  outstanding  balance  of  $1,028,000  of  the
Company's  Debentures  due  December  31,  1997.  In  addition,  $315,000 of net
proceeds were used to reduce the borrowings  under the Company's credit facility
with Credit Lyonnais.  At the date hereof, the outstanding  principal balance of
the credit facility is $550,000.

         The  Notes  were  sold  under a  placement  agreement  with J.  Robbins
Securities,  L.L.C. (the "Placement Agent").  The Placement Agent received a ten
percent sales commission, a three percent non-accountable expense allowance, and
warrants to purchase 89,583 shares of Common Stock. The warrants are exercisable
over a five-year  period at $3.60 per share.  Barry W. Blank, a beneficial owner
of more than five percent of the Company's Common Stock, is a branch manager for
the Placement Agent and marketed substantially the entire private placement.  As
such, Mr. Blank earned approximately 50% of the fees and commissions paid to the
Placement  Agent for the Notes sold by him and 20% of the  warrants to be issued
to the Placement Agent. A trust established by and, under certain circumstances,
for the benefit of Mr.  Blank  acquired  $500,000  of the Notes and Mr.  Blank's
mother acquired  $50,000 of Notes. Mr. Blank disclaims  beneficial  ownership of
the Notes  purchased  by his mother.  Barry  Feiner,  a director of the Company,
acted as outside  counsel for the Placement Agent in connection with the private
placement  and  earned  $32,250  in legal  fees from the  Placement  Agent.  Mr.
Feiner's  wife  acquired  $50,000  in  Notes  for  which  Mr.  Feiner  disclaims
beneficial  ownership.  Mr.  Feiner  recused  himself from voting on all Company
board of director matters associated with the private placement.

                                       2
ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (a) Financial Statements.  Not applicable.

         (b) Pro forma financial information. Not applicable.

         (c) Exhibits.

             Exhibit No.     Description
             -----------     -----------

                 1.1*        Placement    Agent    Agreement    between
                             Registrant  and  J.  Robbins   Securities,
                             L.L.C., including amendments thereto.
                 4.1*        Form of Note between  Registrant and holders of
                             12% Convertible  Subordinated Notes.
                 4.2*        Form of Placement Agent Warrant Agreement between
                             Registrant and J. Robbins Securities, L.L.C.
                10.1*        Amendment dated November 3, 1997 to Credit
                             Agreement  between  Registrant  and Credit
                             Lyonnais   New  York  Branch  and  Certain
                             Lenders.
                10.2*        Form   of   Subscription   Agreement   and
                             Investment   Letter  in  connection   with
                             private   placement  of  12%  Subordinated
                             Convertible Notes due December 31, 2007.

*Previously filed with Form 10-Q for period ending 9/30/97.

                                       3
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 NATURAL RESOURCES  CORPORATION

                                      By: /s/ Tyrone J. Fairbanks
                                          --------------------------------------
                                          Tyrone J. Fairbanks
                                          President and Chief Executive Officer

Date:  December 15, 1997

                                       4