EXHIBIT 24.1



                    [LETTERHEAD OF REEL & SWAFFORD, PLLC]


                        Independent Auditors' Consent

The Board of Directors
United Petroluem Corporation

We consent to the reference to our firm under the caption "Experts" in the 1997
Amendment No. 2 to the 1994 Stock Option and Stock Bonus Plan of United
Petroleum Corporation and Subsidiaries (UPET) on Form S-8 and to the use in such
registration statement of our report dated April 3, 1997, on the consolidated
balance sheets of UPET as of December 31, 1996, and the related statements of
operations, changes in stockholders' equity and cash flows for the years then
ended.

The Form S-8 is for the purpose of registering an additional 1,000,000 shares of
UPET common stock for the above referenced plan.


/s/ Reel & Swafford, PLLC
Reel & Swafford, PLLC
Certified Public Accountants

Nashville, Tennessee
October 23, 1997