EXHIBIT 24.1


            [LETTERHEAD OF DUNN CRESWELL SPARKS SMITH HORNE & DOWNING]


                          Independent Auditors' Consent


        The Board of Directors
        United Petroleum Corporation

        We consent to the reference to our firm under the caption "Experts"in
        the Form S-8 (identified below) of United Petroleum Corporation and
        Subsidiaries (UPET) and to the use in the Form S-8 of UPET of our report
        dated April 8, 1996, on the consolidated balance sheets of UPET as of
        December 31, 1995 and 1994, and the related consolidated statements of
        income, changes in stockholders' equity and cash flows for the years
        then ended.

        The Form S-8 is for the purpose of amending the consultants' stock
        option plan.


        /s/ Dunn Creswell Sparks Smith Horne & Downing

        Certified Public Accountants


        August 22, 1996