SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT


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


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



                            CHAPARRAL RESOURCES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)




           Colorado                      0-7261                  84-0630863
----------------------------      ---------------------      -------------------
(State or other jurisdiction      (Commission File No.)       (I.R.S. Employer
      of incorporation)                                      Identification No.)





          3400 Bissonnet Street, Suite 135, Houston, Texas       77005
        ----------------------------------------------------  ----------
              (Address of principal executive offices)        (Zip Code)



       Registrant's telephone number, including area code: (713) 669-0932







<PAGE>



Item 5. OTHER EVENTS.
---------------------

     On October  31,  1997,  Ted  Collins,  Jr. and  Michael J.  Muckleroy  were
appointed  directors  of  Chaparral  Resources,  Inc.  ("Company")  to fill  the
vacancies on the Board of Directors of the Company created by the resignation as
a director on October 1, 1997, of Jay W. McGee and created by an increase in the
number of directors.  Mr.  Collins,  age 59, has been the President of Collins &
Ware, Inc., an independent oil and gas company,  since 1988. Mr. Collins was the
President of Enron Oil & Gas Co., an oil and gas company,  from 1982 to 1988 and
was the Executive  Vice  President and a director of American  Quasar  Petroleum
Co., from 1969 to 1982.  Mr.  Collins is a director of Norgasco,  Inc.,  Hanover
Compression Company and Mid Louisiana Gas Corp. Mr. Muckleroy,  age 67, has been
an independent  oil operator since 1994. Mr.  Muckleroy was the Chairman and the
Chief  Executive  Officer of Enron Liquid  Fuels,  a subsidiary  of Enron Corp.,
which  is  engaged  in the  processing  and  marketing  of oil  and  gas and the
manufacture of appliances and the distribution of liquid gas, from 1984 to 1994.

     On  November  24,  1997,  the  Company  executed a  Subscription  Agreement
("Agreement")  with an investor  ("Investor")  which was not affiliated with the
Company.  Pursuant to the Agreement,  the Company agreed to sell to the Investor
75,000 shares of the Company's Series A Preferred Stock, no par value ("Series A
Preferred  Stock"),  for a purchase  price of $100.00 per share or an  aggregate
purchase  price of Seven  Million Five Hundred  Thousand  Dollars  ($7,500,000),
75,000 shares of the Company's Series B Preferred Stock, no par value ("Series B
Preferred  Stock"),  for a purchase  price of $100.00 per share or an  aggregate
purchase price of Seven Million Five Hundred Thousand Dollars ($7,500,000),  and
75,000 shares of the Company's Series C Preferred Stock, no par value ("Series C
Preferred  Stock"),  for a purchase  price of $100.00 per share or an  aggregate
purchase price of Seven Million Five Hundred Thousand Dollars ($7,500,000).

     The purchase  and sale of the Series A, B and C Preferred  Stock will occur
at four separate closings.  The funds for the first purchase,  which consists of
50,000 shares of Series A Preferred  Stock for a purchase  price of  $5,000,000,
were  received on November 25,  1997.  The second  closing,  with respect to the
purchase and sale of the remaining 25,000 shares of Series A Preferred Stock for
a purchase price of $2,500,000,  will occur on a date mutually  agreeable to the
parties to the Agreement but in no event later than January 31, 1998.  The third
closing,  with  respect to the  purchase  and sale of 75,000  shares of Series B
Preferred  Stock  for a  purchase  price  of  $7,500,000,  will  occur on a date
mutually  agreeable to the parties to the  Agreement  but in no event later than
April 30,  1998.  The fourth  closing,  with respect to the purchase and sale of
75,000 shares of Series C Preferred  Stock for a purchase  price of  $7,500,000,
will occur on a date  mutually  agreeable to the parties to the Agreement but in
no event later than June 30, 1998.


                                        2

<PAGE>



     The  Series  A,  B and C  Preferred  Stock  will  be  entitled  to  receive
cumulative  dividends  at the  annual  rate of $5.00  per  share and will have a
redemption price of $100.00 plus any unpaid dividends.

     Commencing  on November  30, 2002,  April 30, 2003 and June 30,  2003,  the
Company  will be  required  to redeem the  Series A  Preferred  Stock,  Series B
Preferred Stock and Series C Preferred Stock, respectively, to the extent of the
lesser of (i) the number of shares of the respective series  outstanding on each
scheduled  redemption  date or (ii) one-third of the largest number of shares of
each  respective  series  outstanding  at any time prior to the first  scheduled
redemption date for such series.  The Company has the right to redeem all or any
portion of any shares of Series A, B and C Preferred Stock prior thereto.

     Each holder of shares of Series A, B and C  Preferred  Stock is entitled to
vote on all matters in an amount  equal to the largest  number of full shares of
common stock into which all shares of the Series A, B and C Preferred Stock held
by such holders are convertible.

     Further, the Series A, B and C Preferred Stock is convertible at the option
of the  holders  thereof  at any  time or from  time to time on or  prior to the
redemption  date  into  common  stock.  The  conversion  price  of the  Series A
Preferred Stock is initially $2.25 per share; the conversion price of the Series
B Preferred Stock is initially $3.00 per share;  and the conversion price of the
Series C Preferred Stock is initially  $4.25 per share.  The number of shares of
common  stock  issuable  upon  conversion  of each  share of  Series  A, B and C
Preferred Stock will be determined by dividing $100 by the conversion  price per
share.

     The  holders  of  the  Series  A,  B  and C  Preferred  Stock  have  demand
registration  rights with respect to the underlying common stock and the Company
has  agreed  to  register  the  underlying  common  stock  on most  registration
statements filed by the Company.

     Allen & Company  Incorporated  acted as placement  agent in connection with
the sale of the Series A, B and C Preferred Stock. Allen & Company  Incorporated
elected to receive its fees in the form of warrants to purchase  900,000  shares
of the Company's  common stock that are exercisable for six years for a total of
$10.00.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
------------------------------------------

(c) Exhibits.

Exhibit 3.1       Articles  of  Amendment  to  the  Restated   Articles  of
                  Incorporation + Amendments dated November 25, 1997.

Exhibit 10.19     Form of Subscription Agreement dated November 21, 1997.



                                        3

<PAGE>



                                   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:    December 2, 1997

                                          CHAPARRAL RESOURCES, INC.




                                       By: /s/  Howard Karren
                                          --------------------------------------
                                          Howard Karren, President




                                        4

<PAGE>


                                  EXHIBIT INDEX


Exhibit 3.1       Articles  of  Amendment  to  the  Restated   Articles  of
                  Incorporation + Amendments dated November 25, 1997.

Exhibit 10.19     Form of Subscription Agreement dated November 21, 1997.




                                        5
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

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

                            CHAPARRAL RESOURCES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Colorado                      0-7261                  84-0630863
----------------------------      ---------------------      -------------------
(State or other jurisdiction      (Commission File No.)       (I.R.S. Employer
      of incorporation)                                      Identification No.)

          3400 Bissonnet Street, Suite 135, Houston, Texas       77005
        ----------------------------------------------------  ----------
              (Address of principal executive offices)        (Zip Code)

       Registrant's telephone number, including area code: (713) 669-0932
Item 5. OTHER EVENTS.
---------------------

     On October  31,  1997,  Ted  Collins,  Jr. and  Michael J.  Muckleroy  were
appointed  directors  of  Chaparral  Resources,  Inc.  ("Company")  to fill  the
vacancies on the Board of Directors of the Company created by the resignation as
a director on October 1, 1997, of Jay W. McGee and created by an increase in the
number of directors.  Mr.  Collins,  age 59, has been the President of Collins &
Ware, Inc., an independent oil and gas company,  since 1988. Mr. Collins was the
President of Enron Oil & Gas Co., an oil and gas company,  from 1982 to 1988 and
was the Executive  Vice  President and a director of American  Quasar  Petroleum
Co., from 1969 to 1982.  Mr.  Collins is a director of Norgasco,  Inc.,  Hanover
Compression Company and Mid Louisiana Gas Corp. Mr. Muckleroy,  age 67, has been
an independent  oil operator since 1994. Mr.  Muckleroy was the Chairman and the
Chief  Executive  Officer of Enron Liquid  Fuels,  a subsidiary  of Enron Corp.,
which  is  engaged  in the  processing  and  marketing  of oil  and  gas and the
manufacture of appliances and the distribution of liquid gas, from 1984 to 1994.

     On  November  24,  1997,  the  Company  executed a  Subscription  Agreement
("Agreement")  with an investor  ("Investor")  which was not affiliated with the
Company.  Pursuant to the Agreement,  the Company agreed to sell to the Investor
75,000 shares of the Company's Series A Preferred Stock, no par value ("Series A
Preferred  Stock"),  for a purchase  price of $100.00 per share or an  aggregate
purchase  price of Seven  Million Five Hundred  Thousand  Dollars  ($7,500,000),
75,000 shares of the Company's Series B Preferred Stock, no par value ("Series B
Preferred  Stock"),  for a purchase  price of $100.00 per share or an  aggregate
purchase price of Seven Million Five Hundred Thousand Dollars ($7,500,000),  and
75,000 shares of the Company's Series C Preferred Stock, no par value ("Series C
Preferred  Stock"),  for a purchase  price of $100.00 per share or an  aggregate
purchase price of Seven Million Five Hundred Thousand Dollars ($7,500,000).

     The purchase  and sale of the Series A, B and C Preferred  Stock will occur
at four separate closings.  The funds for the first purchase,  which consists of
50,000 shares of Series A Preferred  Stock for a purchase  price of  $5,000,000,
were  received on November 25,  1997.  The second  closing,  with respect to the
purchase and sale of the remaining 25,000 shares of Series A Preferred Stock for
a purchase price of $2,500,000,  will occur on a date mutually  agreeable to the
parties to the Agreement but in no event later than January 31, 1998.  The third
closing,  with  respect to the  purchase  and sale of 75,000  shares of Series B
Preferred  Stock  for a  purchase  price  of  $7,500,000,  will  occur on a date
mutually  agreeable to the parties to the  Agreement  but in no event later than
April 30,  1998.  The fourth  closing,  with respect to the purchase and sale of
75,000 shares of Series C Preferred  Stock for a purchase  price of  $7,500,000,
will occur on a date  mutually  agreeable to the parties to the Agreement but in
no event later than June 30, 1998.

                                        2
The  Series  A,  B and C  Preferred  Stock  will  be  entitled  to  receive
cumulative  dividends  at the  annual  rate of $5.00  per  share and will have a
redemption price of $100.00 plus any unpaid dividends.

     Commencing  on November  30, 2002,  April 30, 2003 and June 30,  2003,  the
Company  will be  required  to redeem the  Series A  Preferred  Stock,  Series B
Preferred Stock and Series C Preferred Stock, respectively, to the extent of the
lesser of (i) the number of shares of the respective series  outstanding on each
scheduled  redemption  date or (ii) one-third of the largest number of shares of
each  respective  series  outstanding  at any time prior to the first  scheduled
redemption date for such series.  The Company has the right to redeem all or any
portion of any shares of Series A, B and C Preferred Stock prior thereto.

     Each holder of shares of Series A, B and C  Preferred  Stock is entitled to
vote on all matters in an amount  equal to the largest  number of full shares of
common stock into which all shares of the Series A, B and C Preferred Stock held
by such holders are convertible.

     Further, the Series A, B and C Preferred Stock is convertible at the option
of the  holders  thereof  at any  time or from  time to time on or  prior to the
redemption  date  into  common  stock.  The  conversion  price  of the  Series A
Preferred Stock is initially $2.25 per share; the conversion price of the Series
B Preferred Stock is initially $3.00 per share;  and the conversion price of the
Series C Preferred Stock is initially  $4.25 per share.  The number of shares of
common  stock  issuable  upon  conversion  of each  share of  Series  A, B and C
Preferred Stock will be determined by dividing $100 by the conversion  price per
share.

     The  holders  of  the  Series  A,  B  and C  Preferred  Stock  have  demand
registration  rights with respect to the underlying common stock and the Company
has  agreed  to  register  the  underlying  common  stock  on most  registration
statements filed by the Company.

     Allen & Company  Incorporated  acted as placement  agent in connection with
the sale of the Series A, B and C Preferred Stock. Allen & Company  Incorporated
elected to receive its fees in the form of warrants to purchase  900,000  shares
of the Company's  common stock that are exercisable for six years for a total of
$10.00.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
------------------------------------------

(c) Exhibits.

Exhibit 3.1       Articles  of  Amendment  to  the  Restated   Articles  of
                  Incorporation + Amendments dated November 25, 1997.

Exhibit 10.19     Form of Subscription Agreement dated November 21, 1997.

                                        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.

Date:    December 2, 1997

                                          CHAPARRAL RESOURCES, INC.

                                       By: /s/  Howard Karren
                                          --------------------------------------
                                          Howard Karren, President

                                        4
EXHIBIT INDEX

Exhibit 3.1       Articles  of  Amendment  to  the  Restated   Articles  of
                  Incorporation + Amendments dated November 25, 1997.

Exhibit 10.19     Form of Subscription Agreement dated November 21, 1997.

                                        5