UNITED STATES
                  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 12 1999


                     GOLDEN CHIEF RESOURCES, INC.


       Kansas                      0-12809                 48-0846635
(State of Incorporation)   (Commission File Number)      (IRS Employer
                                                           ID Number)


               406 Griffith Avenue Terrell, Texas 75160
               (Address of principal executive offices)


                            (972) 524-8215
         (Registrant's telephone number, including area code)













Item 1.        CHANGES IN CONTROL OF REGISTRANT.

        On October 12, 1999 a special meeting of shareholders was held
        in Wichita, Kansas at which the Company agreed to issue
        97,500,000 common shares to Red River Properties, Inc. of
        Terrell, Texas and others ("The Red River Group) in exchange
        for a 10% working interest in oil and gas properties located in
        the JFS Field in Dimmit County, Texas.  This transaction
        resulted in the Red River Group owning approximately 60% of the
        outstanding common shares.  In exchange for past services
        rendered to the Company by Arthur Sykes, Jr. the Company
        transferred the minimal assets in the Company prior to the Red
        River transaction to Mr. Sykes.  The Company currently has
        162,515,890 shares outstanding.


Item 2.      ACQUISITION OR DISPOSITION OF ASSETS,

        See Item 1 above.  This property has been out of production
        for the last four years but presents potential for additional
        development and rework of old wells.


Item 3.      BANKRUPTCY OR RECEIVERSHIP.

        N/A


Item 4.      CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

        N/A


Item 5.      OTHER EVENTS.

        RESIGNATION OF OFFICERS AND DIRECTORS.  At the October 12, 1999
        special shareholders meeting in Item 1 above James W. Landrum
        of Terrell, Texas, Richard M. Hewitt of Westlake, Texas, and
        Michael H. McIlvain of Tulsa, Oklahoma were elected as
        directors of the Company.  At the same meeting Arthur Sykes,
        Jr., Jereta Sykes, and Donald D. Roehrman then resigned as
        officers and directors.

        APPOINTMENTS TO OFFICER POSITIONS.  At a Special Meeting of the
        Board of Directors held immediately after the above Special
        Shareholders' Meeting the Board named James W. Landrum,
        Terrell, Texas, President, Michael H. McIlvain as Executive
        Vice President and Treasurer, and Richard M. Hewitt as Secretary.


Item 6       RESIGNATION OF REGISTRANT'S DIRECTORS:

        See Item 5.


Item 7       FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
             AND EXHIBITS.

     (A)     PRO FORMA FINANCIAL INFORMATION

        None due to the fact that the acquired properties have had
        no historical activity within the last four years to provide
        a base for pro forma information.

     (B)     FINANCIAL STATEMENTS

        None as explained at (A) above.

     (C)     EXHIBITS

        None.


                              SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

     SIGNED on this the 18th day of October, 1999.

                                          GOLDEN CHIEF RESOURCES, INC.


                                          By:    /s/ James W. Landrum
                                          James W. Landrum, President