content: <Page 1>
    
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
    
    
                                   Form 8-K
               Current Report Pursuant to Section 13 or 15(d) of
                          The Securities Act of 1934
    
    
    
                        Date of Report:  August 12, 1998
    
                            Upland Energy Corporation
            ------------------------------------------------------
              (Exact Name of registrant as specified in its charter)
    
         Utah                        0-22497                87-0430780
      ----------------            -------------          ------------------
     (State or other             (Commission            (I.R.S. Employer 
       jurisdiction of             File Number)          Identification No.)
       incorporation)
    
       175 South Main Street, Suite 1423, Salt Lake City, Utah    84111
       ----------------------------------------------------     ----------
            (Address of principal executive offices)            (Zip Code)
    
       Registrant's telephone number, including area code:  (801) 537-5010
    
                                       N/A
       -----------------------------------------------------------------
         (Former name or former address, if changed since last report.)
    
    <PAGE>
    <Page 2>
    
    Item 5.  Other Events:
    
         Upland Energy Corporation, a Utah corporation (the "Company")
    received, on August 12, 1998, the resignation of Felix Ascanio as a
    director of the Company.  The resignation was part of an agreed upon
    settlement between the Company and Mr. Ascanio, who the Company had
    previously terminated as its president and installed in his place John
    W. Hobbs.  The resignation was dated July 9, 1998, but was not delivered
    to the Company until August 12, 1998, when the final aspects of the
    settlement agreement were completed.
    
         The settlement agreement stemmed from a legal action the Company
    had filed in the State of Utah seeking repayment of promissory notes
    owed the Company by Mr. Ascanio and a request for a declaratory judgment
    on whether the Company owed Mr. Ascanio any severance pay under the
    terms of his employment contract.  The Company believed it did not owe
    Mr. Ascanio any sums under his employment contract because he was
    terminated for "cause" as defined in Mr. Ascanio's employment contract.
    
         Under the terms of the settlement with Mr. Ascanio, the Company
    agreed to cancel his promissory notes owed to the Company in exchange
    for 141,689 shares of the Company's common stock which Mr. Ascanio
    owned.  Mr. Ascanio's promissory notes to the Company principally
    related to his exercise of options for shares of the Company's common
    stock.  In addition to the shares the Company received from Mr. Ascanio,
    he sold the remainder of his holdings in the Company in a private
    transaction to existing shareholders of the Company.  
    
         As part of the settlement with Mr. Ascanio, he agreed to resign as
    an officer and director of the Company's and its subsidiary GS&C.
    
    <PAGE>
    <Page 3>
    
    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.
    
                                    Upland Energy Corporation
    
    
    Dated:  8-17-98                 By: /S/John W. Hobbs, President
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "OTHER EVENT", "secsgml_size_bytes": 3506}]
metadata_filer: {"company-data": {"conformed-name": "UPLAND ENERGY CORP", "cik": "0000920273", "assigned-sic": "1389", "irs-number": "870430780", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-22497", "film-number": "98694870"}, "business-address": {"street1": "175 SOUTH MAIN STREET", "street2": "SUITE 1423", "city": "SALT LAKE CITY", "state": "UT", "zip": "84111", "phone": "801-537-5010"}, "mail-address": {"street1": "175 SOUTH MAIN STREET", "street2": "SUITE 1423", "city": "SALT LAKE CITY", "state": "UT", "zip": "84111"}}
text: SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
    
    
                                   Form 8-K
               Current Report Pursuant to Section 13 or 15(d) of
                          The Securities Act of 1934
    
    
    
                        Date of Report:  August 12, 1998
    
                            Upland Energy Corporation
            ------------------------------------------------------
              (Exact Name of registrant as specified in its charter)
    
         Utah                        0-22497                87-0430780
      ----------------            -------------          ------------------
     (State or other             (Commission            (I.R.S. Employer 
       jurisdiction of             File Number)          Identification No.)
       incorporation)
    
       175 South Main Street, Suite 1423, Salt Lake City, Utah    84111
       ----------------------------------------------------     ----------
            (Address of principal executive offices)            (Zip Code)
    
       Registrant's telephone number, including area code:  (801) 537-5010
    
                                       N/A
       -----------------------------------------------------------------
         (Former name or former address, if changed since last report.)
  Item 5.  Other Events:
    
         Upland Energy Corporation, a Utah corporation (the "Company")
    received, on August 12, 1998, the resignation of Felix Ascanio as a
    director of the Company.  The resignation was part of an agreed upon
    settlement between the Company and Mr. Ascanio, who the Company had
    previously terminated as its president and installed in his place John
    W. Hobbs.  The resignation was dated July 9, 1998, but was not delivered
    to the Company until August 12, 1998, when the final aspects of the
    settlement agreement were completed.
    
         The settlement agreement stemmed from a legal action the Company
    had filed in the State of Utah seeking repayment of promissory notes
    owed the Company by Mr. Ascanio and a request for a declaratory judgment
    on whether the Company owed Mr. Ascanio any severance pay under the
    terms of his employment contract.  The Company believed it did not owe
    Mr. Ascanio any sums under his employment contract because he was
    terminated for "cause" as defined in Mr. Ascanio's employment contract.
    
         Under the terms of the settlement with Mr. Ascanio, the Company
    agreed to cancel his promissory notes owed to the Company in exchange
    for 141,689 shares of the Company's common stock which Mr. Ascanio
    owned.  Mr. Ascanio's promissory notes to the Company principally
    related to his exercise of options for shares of the Company's common
    stock.  In addition to the shares the Company received from Mr. Ascanio,
    he sold the remainder of his holdings in the Company in a private
    transaction to existing shareholders of the Company.  
    
         As part of the settlement with Mr. Ascanio, he agreed to resign as
    an officer and director of the Company's and its subsidiary GS&C.
  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.
    
                                    Upland Energy Corporation
    
    
    Dated:  8-17-98                 By: /S/John W. Hobbs, President