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


                                October 10, 1996
                                ----------------
                                (Date of Report)


                           WESTERN COUNTRY CLUBS, INC.
              ----------------------------------------------------
             (Exact Name of Registrant as specified in its charter)



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


          0-24058                                     84-1131343
    ----------------------                  ----------------------------------
   (Commission File Number)                (IRS Employer Identification Number)


                    1601 West Evans Street, Denver, Co. 80223
            --------------------------------------------------------
           (Address of principal executive offices including zip code)


                                 (303) 934-2424
                -------------------------------------------------
               (Registrant's telephone number including area code)


                                 Not Applicable
           -----------------------------------------------------------
          (Former name or former address, if changed since last report)





<PAGE>


Item 1. Changes in Control of Registrant
----------------------------------------

     Troy H. Lowrie, the then President,  a director and a principal shareholder
of Western Country Clubs, Inc., a Colorado corporation ("WCCI"),  entered into a
Stock Purchase  Agreement dated as of September 20, 1996 (the  "Agreement") with
Red River Concepts, Inc. a Delaware corporation ("Red River") and its designees,
and WCCI under which Mr. Lowrie agreed to sell to Red River 1,300,000  shares of
common stock,  $.01 par value (the "Shares"),  of WCCI which he owned,  upon the
terms and conditions set forth in the Agreement.

     Pursuant to the first closing under the Agreement which occurred on October
10, 1996 (the "First Closing"),  Lowrie sold: (i) two hundred thousand (200,000)
Shares (the "Initial Shares") for $1.00 per share or $200,000 in cash to certain
designees of Red River;  and (ii) eight hundred  thousand  (800,000) Shares (the
"Second Shares") for $1.00 per share or $800,000 paid with a one-year promissory
note in the  principal  amount of $800,000  (the "Note") to Red River.  The Note
bears interest at the prime rate of First Interstate Bank of Denver, N.A., to be
paid semi-annually,  is secured by the Second Shares, is guaranteed by Red River
and is personally guaranteed by James E. Blacketer and Joe R. Love (officers and
directors of Red River). The Agreement provides that if any of the Second Shares
are sold by Red River  prior to the due date of the Note,  Red River  will apply
all of the  proceeds  thereof to the  payment of the Note,  such  proceeds to be
applied first to any unpaid  interest and the balance to principal to the extent
required to retire the Note,  and Lowrie  will  release the shares to the extent
they have been fully paid for.  The failure of Red River to  purchase  the Third
Shares at the second closing (the "Second Closing")  constitutes a default under
the Note.

     At the Second  Closing under the  Agreement,  Lowrie will sell to Red River
three hundred thousand  (300,000) Shares (the "Third Shares") at $1.00 per share
or $300,000 payable in cash. The Second Closing will occur on or before November
15, 1996.

     In connection  with the First Closing,  Lowrie and Red River entered into a
Voting Trust  Agreement  with respect to the Second and Third Shares under which
Red River granted to Lowrie the right to vote the Second and Third Shares on all
matters  submitted to the  shareholders of WCCI, but only upon the occurrence of
an event of default under the Note and during the pendency thereof.

     Under  the  Agreement,  Lowrie  and WCCI  have  agreed  to  cause  James E.
Blacketer  and Joe R. Love to be appointed  as  directors of WCCI,  as well as a
person to be  selected  by Red River at a future  date,  which  person  shall be
subject to the approval of the existing WCCI Board.  The new directors  will not
take office,  however,  until ten days after WCCI files with the  Securities and
Exchange  Commission  and mails to its  shareholders  a Statement  on Form 14(f)
disclosing  the new  board  members  as  required  under  Section  14(f)  of the
Securities  Exchange Act of 1934,  as amended.  At such time,  the current board
members, other than Lowrie, shall resign.

     Effective  with  the  First  Closing,  James  E.  Blacketer  was  appointed
President, Don Grimmitt was appointed Vice President of Operations and Secretary
and Ted W. Strickland was appointed

                                       -1-

<PAGE>


Chief Financial Officer and Treasurer. Under the Agreement, Lowrie has agreed to
remain  as a  director  of WCCI for up to one year in order to  assist  with the
transition.

     Under the  Agreement  Red River has agreed that  immediately  following the
First  Closing it will use its best  efforts  to  arrange a  suitable  secondary
offering  for WCCI,  with the  primary  goal of  raising $5 to $7 million in new
capital for WCCI.

     Prior to the  purchase of the shares from  Lowrie,  none of Red River,  its
designees, nor any of their affiliates,  owned any voting securities of WCCI. As
a result of the  foregoing  purchases  of shares  from  Lowrie,  Red River  owns
800,000 shares or 25.64% of WCCI's  outstanding  shares,  Roger D. and Davina S.
Lockhart,  two of the  designees  of Red River,  own 150,000  shares or 4.82% of
WCCI's outstanding  shares, and the two other designees own collectively  50,000
shares or 1.61% of WCCI's  outstanding  shares. As officers and directors of Red
River, James E. Blacketer and Joe R. Love may each be deemed to beneficially own
all  800,000  of the shares of WCCI owned  directly  by Red River.  Red River is
owned 100% by Shane Investments,  L.C., a Texas limited liability  company.  The
sole owner and manager of Shane is Joe Robert Love, Jr., an officer and director
of Red River and the son of Joe R. Love. As an officer and director of Red River
and the sole owner and  manager  of Shane,  Joe  Robert  Love,  Jr. is deemed to
beneficially own all 800,000 of the shares of WCCI owned directly by Red River.

     WCCI knows of no other  arrangements,  the  operation  of which  may,  at a
subsequent date, result in a change of control of WCCI.


Item 7. Financial Statements and Exhibits
-----------------------------------------

     (c) Exhibits

          9.1  Voting  Trust  Agreement  between  Troy H.  Lowrie  and Red River
Concepts, Inc. dated as of September 20, 1996.

          10.1 Stock Purchase  Agreement between Troy H. Lowrie,  the Registrant
and Red River Concepts, Inc. and its designees dated as of September 20, 1996.


                                      -2-

<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, thereunto duly authorized.


                                          WESTERN COUNTRY CLUBS, INC.




Date:    October 22, 1996                  By:  /S/ James E. Blacketer
                                               ---------------------------------
                                                James E. Blacketer, President




                                       -3-
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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

                                October 10, 1996
                                ----------------
                                (Date of Report)

                           WESTERN COUNTRY CLUBS, INC.
              ----------------------------------------------------
             (Exact Name of Registrant as specified in its charter)

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

          0-24058                                     84-1131343
    ----------------------                  ----------------------------------
   (Commission File Number)                (IRS Employer Identification Number)

                    1601 West Evans Street, Denver, Co. 80223
            --------------------------------------------------------
           (Address of principal executive offices including zip code)

                                 (303) 934-2424
                -------------------------------------------------
               (Registrant's telephone number including area code)

                                 Not Applicable
           -----------------------------------------------------------
          (Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant
----------------------------------------

     Troy H. Lowrie, the then President,  a director and a principal shareholder
of Western Country Clubs, Inc., a Colorado corporation ("WCCI"),  entered into a
Stock Purchase  Agreement dated as of September 20, 1996 (the  "Agreement") with
Red River Concepts, Inc. a Delaware corporation ("Red River") and its designees,
and WCCI under which Mr. Lowrie agreed to sell to Red River 1,300,000  shares of
common stock,  $.01 par value (the "Shares"),  of WCCI which he owned,  upon the
terms and conditions set forth in the Agreement.

     Pursuant to the first closing under the Agreement which occurred on October
10, 1996 (the "First Closing"),  Lowrie sold: (i) two hundred thousand (200,000)
Shares (the "Initial Shares") for $1.00 per share or $200,000 in cash to certain
designees of Red River;  and (ii) eight hundred  thousand  (800,000) Shares (the
"Second Shares") for $1.00 per share or $800,000 paid with a one-year promissory
note in the  principal  amount of $800,000  (the "Note") to Red River.  The Note
bears interest at the prime rate of First Interstate Bank of Denver, N.A., to be
paid semi-annually,  is secured by the Second Shares, is guaranteed by Red River
and is personally guaranteed by James E. Blacketer and Joe R. Love (officers and
directors of Red River). The Agreement provides that if any of the Second Shares
are sold by Red River  prior to the due date of the Note,  Red River  will apply
all of the  proceeds  thereof to the  payment of the Note,  such  proceeds to be
applied first to any unpaid  interest and the balance to principal to the extent
required to retire the Note,  and Lowrie  will  release the shares to the extent
they have been fully paid for.  The failure of Red River to  purchase  the Third
Shares at the second closing (the "Second Closing")  constitutes a default under
the Note.

     At the Second  Closing under the  Agreement,  Lowrie will sell to Red River
three hundred thousand  (300,000) Shares (the "Third Shares") at $1.00 per share
or $300,000 payable in cash. The Second Closing will occur on or before November
15, 1996.

     In connection  with the First Closing,  Lowrie and Red River entered into a
Voting Trust  Agreement  with respect to the Second and Third Shares under which
Red River granted to Lowrie the right to vote the Second and Third Shares on all
matters  submitted to the  shareholders of WCCI, but only upon the occurrence of
an event of default under the Note and during the pendency thereof.

     Under  the  Agreement,  Lowrie  and WCCI  have  agreed  to  cause  James E.
Blacketer  and Joe R. Love to be appointed  as  directors of WCCI,  as well as a
person to be  selected  by Red River at a future  date,  which  person  shall be
subject to the approval of the existing WCCI Board.  The new directors  will not
take office,  however,  until ten days after WCCI files with the  Securities and
Exchange  Commission  and mails to its  shareholders  a Statement  on Form 14(f)
disclosing  the new  board  members  as  required  under  Section  14(f)  of the
Securities  Exchange Act of 1934,  as amended.  At such time,  the current board
members, other than Lowrie, shall resign.

     Effective  with  the  First  Closing,  James  E.  Blacketer  was  appointed
President, Don Grimmitt was appointed Vice President of Operations and Secretary
and Ted W. Strickland was appointed

                                       -1-
Chief Financial Officer and Treasurer. Under the Agreement, Lowrie has agreed to
remain  as a  director  of WCCI for up to one year in order to  assist  with the
transition.

     Under the  Agreement  Red River has agreed that  immediately  following the
First  Closing it will use its best  efforts  to  arrange a  suitable  secondary
offering  for WCCI,  with the  primary  goal of  raising $5 to $7 million in new
capital for WCCI.

     Prior to the  purchase of the shares from  Lowrie,  none of Red River,  its
designees, nor any of their affiliates,  owned any voting securities of WCCI. As
a result of the  foregoing  purchases  of shares  from  Lowrie,  Red River  owns
800,000 shares or 25.64% of WCCI's  outstanding  shares,  Roger D. and Davina S.
Lockhart,  two of the  designees  of Red River,  own 150,000  shares or 4.82% of
WCCI's outstanding  shares, and the two other designees own collectively  50,000
shares or 1.61% of WCCI's  outstanding  shares. As officers and directors of Red
River, James E. Blacketer and Joe R. Love may each be deemed to beneficially own
all  800,000  of the shares of WCCI owned  directly  by Red River.  Red River is
owned 100% by Shane Investments,  L.C., a Texas limited liability  company.  The
sole owner and manager of Shane is Joe Robert Love, Jr., an officer and director
of Red River and the son of Joe R. Love. As an officer and director of Red River
and the sole owner and  manager  of Shane,  Joe  Robert  Love,  Jr. is deemed to
beneficially own all 800,000 of the shares of WCCI owned directly by Red River.

     WCCI knows of no other  arrangements,  the  operation  of which  may,  at a
subsequent date, result in a change of control of WCCI.

Item 7. Financial Statements and Exhibits
-----------------------------------------

     (c) Exhibits

          9.1  Voting  Trust  Agreement  between  Troy H.  Lowrie  and Red River
Concepts, Inc. dated as of September 20, 1996.

          10.1 Stock Purchase  Agreement between Troy H. Lowrie,  the Registrant
and Red River Concepts, Inc. and its designees dated as of September 20, 1996.

                                      -2-
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, thereunto duly authorized.

                                          WESTERN COUNTRY CLUBS, INC.

Date:    October 22, 1996                  By:  /S/ James E. Blacketer
                                               ---------------------------------
                                                James E. Blacketer, President

                                       -3-