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


                                 March 14, 1997
                                 --------------
                                (Date of Report)


                           American Rivers Oil Company
              ----------------------------------------------------
             (Exact Name of Registrant as specified in its charter)



                                     WYOMING
                  --------------------------------------------
                 (State or other jurisdiction of incorporation)


               0-10006                                  84-0839926
         ----------------------             ----------------------------------
        (Commission File Number)           (IRS Employer Identification Number)


             700 East 9th Avenue, Suite 106, Denver, Colorado 80203
           ---------------------------------------------------------
          (Address of principal executive offices including zip code)


                                 (303) 832-1117
                -------------------------------------------------
               (Registrant's telephone number including area code)


           -----------------------------------------------------------
          (Former name or former address, if changed since last report)



             This report consists of 3 sequentially numbered pages.

                                            

<PAGE>


Item 5.  Other Events.
-------  -------------

     See attached Press Release dated February 28, 1997.

     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.


                                           AMERICAN RIVERS OIL COMPANY


Date:  March 14, 1997                      By /s/ Karlton Terry
                                              ----------------------------------
                                              Karlton Terry, President

                                            

<PAGE>
                           AMERICAN RIVERS OIL COMPANY
                       ANNOUNCES STATUS OF PROPOSED MERGER


Denver, Colorado                 February 28, 1997

American  Rivers Oil Company  (NASDAQ-AROC)  announced today that it anticipates
executing an agreement to merge with Opon Development  Company (ODC) in the near
future.  The  transaction was previously  announced on November 12, 1996.  ODC's
only asset is a 4.55%  working  interest in and to the Opon oil and gas field in
Colombia,  South America which is operated by Amoco  Colombia  Petroleum  Corp.,
with Hondo  Magdalena Oil & Gas Company being the other  partner.  Completion of
the merger  would be subject  to,  among  other  conditions,  obtaining  project
financing  for  ODC's  Colombian  project  and  shareholder   approval  of  both
companies.  The companies intend to merge into a new company whose shares are to
be registered with the Securities and Exchange  Commission and issued to acquire
all outstanding  American Rivers and ODC shares.  Upon conclusion of the merger,
ODC  shareholders  would own 90-95% of the new company and ODC management  would
operate  the  company.  American  Rivers'  current  oil and gas  operations  are
expected to continue in a subsidiary of the new company.  The merger is expected
to be completed in the second  quarter of 1997,  but there is no assurance  that
the transaction will be completed.

American  Rivers  also  announced  that  it will  spin-off  its  Bishop  Capital
Corporation  subsidiary  (which has a net worth of  approximately $2 million) to
holders of common stock on record date  November 18, 1996 prior to completion of
the merger.


For further information contact Karlton Terry (303) 832-1117.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4094}]
{"company-data": {"conformed-name": "AMERICAN RIVERS OIL CO", "cik": "0000353601", "assigned-sic": "1311", "irs-number": "840839926", "state-of-incorporation": "WY", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-10006", "film-number": "97556991"}, "business-address": {"street1": "700 EAST NINTH AVE SUITE 106", "city": "DENVER", "state": "CO", "zip": "80203", "phone": "3078563800"}, "mail-address": {"street1": "700 EAST NINTH AVE SUITE 106", "street2": "716 COLLEGE VIEW DR", "city": "DENVER", "state": "CO", "zip": "80203"}, "former-company": [{"former-conformed-name": "METRO CAPITAL CORP", "date-changed": "19920703"}, {"former-conformed-name": "METRO CABLE CORP", "date-changed": "19920423"}]}
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

                                 March 14, 1997
                                 --------------
                                (Date of Report)

                           American Rivers Oil Company
              ----------------------------------------------------
             (Exact Name of Registrant as specified in its charter)

                                     WYOMING
                  --------------------------------------------
                 (State or other jurisdiction of incorporation)

               0-10006                                  84-0839926
         ----------------------             ----------------------------------
        (Commission File Number)           (IRS Employer Identification Number)

             700 East 9th Avenue, Suite 106, Denver, Colorado 80203
           ---------------------------------------------------------
          (Address of principal executive offices including zip code)

                                 (303) 832-1117
                -------------------------------------------------
               (Registrant's telephone number including area code)

           -----------------------------------------------------------
          (Former name or former address, if changed since last report)

             This report consists of 3 sequentially numbered pages.
Item 5.  Other Events.
-------  -------------

     See attached Press Release dated February 28, 1997.

     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.

                                           AMERICAN RIVERS OIL COMPANY

Date:  March 14, 1997                      By /s/ Karlton Terry
                                              ----------------------------------
                                              Karlton Terry, President
AMERICAN RIVERS OIL COMPANY
                       ANNOUNCES STATUS OF PROPOSED MERGER

Denver, Colorado                 February 28, 1997

American  Rivers Oil Company  (NASDAQ-AROC)  announced today that it anticipates
executing an agreement to merge with Opon Development  Company (ODC) in the near
future.  The  transaction was previously  announced on November 12, 1996.  ODC's
only asset is a 4.55%  working  interest in and to the Opon oil and gas field in
Colombia,  South America which is operated by Amoco  Colombia  Petroleum  Corp.,
with Hondo  Magdalena Oil & Gas Company being the other  partner.  Completion of
the merger  would be subject  to,  among  other  conditions,  obtaining  project
financing  for  ODC's  Colombian  project  and  shareholder   approval  of  both
companies.  The companies intend to merge into a new company whose shares are to
be registered with the Securities and Exchange  Commission and issued to acquire
all outstanding  American Rivers and ODC shares.  Upon conclusion of the merger,
ODC  shareholders  would own 90-95% of the new company and ODC management  would
operate  the  company.  American  Rivers'  current  oil and gas  operations  are
expected to continue in a subsidiary of the new company.  The merger is expected
to be completed in the second  quarter of 1997,  but there is no assurance  that
the transaction will be completed.

American  Rivers  also  announced  that  it will  spin-off  its  Bishop  Capital
Corporation  subsidiary  (which has a net worth of  approximately $2 million) to
holders of common stock on record date  November 18, 1996 prior to completion of
the merger.

For further information contact Karlton Terry (303) 832-1117.