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


                                November 1, 1996
                                -----------------
                                (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.

                                      - 1 -

<PAGE>


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

     American Rivers Oil Company (NASDAQ-AROC)  announced today that it signed a
letter of intent to merge with Opon Development  Company (ODC) subject to, among
other conditions, negotiation and execution of a definitive agreement, obtaining
of project  financing for ODC's Colombian  project and  shareholder  approval of
both  companies.  A copy of the letter of intent is  attached  hereto as Exhibit
5.1.  American  Rivers would be the surviving  entity in the merger.  ODC's only
asset is a 4.55% working  interest in and to the prolific 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.  Upon conclusion
of the  merger ODC  shareholders  would own 90- 95% of  American  Rivers and ODC
management  would  operate the  company.  American  Rivers'  current oil and gas
operations  are expected to continue.  The merger is expected to be completed in
the first quarter of 1997 but there is no assurance that the transaction will be
completed.

     The  Opon  field is one of the most  significant  oil and gas  finds in the
western  hemisphere in recent years.  While already proven to be extensive,  the
long term  potential of the Opon region has yet to be  determined.  ODC and AROC
are in discussion with NM Rothschild & Sons Limited  regarding  project finance.
The Company is pleased to have the  opportunity to bring ODC's very  experienced
management to the Company.  The Company is also in discussions with, and expects
to engage Rothschild Natural Resources for financial and advisory support.

     American Rivers further  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.  The Company  also
completed  private equity funding of $940,000 for development of its River Lease
Prospects and acquiring additional production.




                                      - 2 -

<PAGE>


     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:  November 12, 1996                      By  /s/  Jubal Terry
                                                 ------------------------------
                                                   Jubal Terry, Vice-President





                                      - 3 -
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{"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": "96667784"}, "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

                                November 1, 1996
                                -----------------
                                (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.

                                      - 1 -
Item 5.  Other Events.
-------  -------------

     American Rivers Oil Company (NASDAQ-AROC)  announced today that it signed a
letter of intent to merge with Opon Development  Company (ODC) subject to, among
other conditions, negotiation and execution of a definitive agreement, obtaining
of project  financing for ODC's Colombian  project and  shareholder  approval of
both  companies.  A copy of the letter of intent is  attached  hereto as Exhibit
5.1.  American  Rivers would be the surviving  entity in the merger.  ODC's only
asset is a 4.55% working  interest in and to the prolific 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.  Upon conclusion
of the  merger ODC  shareholders  would own 90- 95% of  American  Rivers and ODC
management  would  operate the  company.  American  Rivers'  current oil and gas
operations  are expected to continue.  The merger is expected to be completed in
the first quarter of 1997 but there is no assurance that the transaction will be
completed.

     The  Opon  field is one of the most  significant  oil and gas  finds in the
western  hemisphere in recent years.  While already proven to be extensive,  the
long term  potential of the Opon region has yet to be  determined.  ODC and AROC
are in discussion with NM Rothschild & Sons Limited  regarding  project finance.
The Company is pleased to have the  opportunity to bring ODC's very  experienced
management to the Company.  The Company is also in discussions with, and expects
to engage Rothschild Natural Resources for financial and advisory support.

     American Rivers further  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.  The Company  also
completed  private equity funding of $940,000 for development of its River Lease
Prospects and acquiring additional production.

                                      - 2 -
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:  November 12, 1996                      By  /s/  Jubal Terry
                                                 ------------------------------
                                                   Jubal Terry, Vice-President

                                      - 3 -