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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

AMENDMENT NO. 2

SUMMIT PETROLEUM CORPORATION
(Name of Issuer)

MRI ACQUISITION CORP.
MIDLAND RESOURCES, INC.
SUMMIT PETROLEUM CORPORATION
DEAS H. WARLEY III
(Name of Persons filing Statement)

COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)

866228 307
(CUSIP Number of Class of Securities)

Deas H. Warley III, President
MRI Acquisition Corp.
16701 Greenspoint Park Drive, Suite 200
Houston, Texas 77060
713-873-4828
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person Filing Statement)

Copy:
Wayne M. Whitaker
Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, Reynolds & Chalk, L.L.P.
301 Commerce Street
3500 City Center Tower II
Fort Worth, Texas 76102
817-878-0530
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This statement is filed in connection with (check the appropriate box):
c.[X] A tender offer.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]

CROSS REFERENCE SHEET

Pursuant to Instruction F, answers to the items required by this Schedule 13e-3
are incorporated by reference from the Amendment No. 2 to Schedule 14D-1 filed
by MRI Acquisition Corp.("Purchaser"), Midland Resources, Inc. ("Parent") and
Deas H. Warley III, dated August 30, 1996. Listed below is the item required by
Schedule 13e-3 and the location in Amendment No. 2 to Schedule 14D-1 of the
information required to be included in response to the items of this statement.

Schedule 13e-1 Item Location of Response in Schedule 14D-1

Item 1. Issuer and Class of Security Subject to
the Transaction

(a) Item 1. Security and Subject Company

(b) Item 11. Material to be Filed as Exhibits,
Exhibit (a)(1) the "Offer to Purchase"--
Introduction and Paragraph 7.

(c), (d) Item 11. Material to be Filed as Exhibits,
Exhibit (a)(1) the "Offer to Purchase"--
Introduction and Paragraph 6.

(e) n/a

(f) Item 3. Past Contacts, Transactions or
Negotiations with the Subject Company

Item 2. Identity and Background Item 2. Identity and Background
See also Item 2 below.

Item 3. Past Contracts, Transactions or Item 3. Past Contracts, Transactions or
Negotiations Negotiations with the Subject Company.

Item 11. Material to be Filed as Exhibits,
Exhibit (a)(1) the "Offer to Purchase"

Item 4. Terms of the Transaction

(a) Item 11. Material to be Filed as Exhibits,
Exhibit (a)(1) the "Offer to Purchase"

(b) Item 11. Material to be Filed as Exhibits,
Exhibit (a)(1) the "Offer to Purchase"-- Paragraph 10.

Item 5. Plans or Proposals of the Issuer or Item 5. Purpose of the Tender Offer and Plans
Affiliate or Proposals of the Bidder.

Item 6. Source and Amounts of Funds or Other Item 4. Source and Amount of Funds or Other
Consideration Consideration.

Item 7. Purpose(s), Alternatives, Reasons and Item 5. Purpose of the Tender Offer and Plans
Effects or Proposals of the Bidder.

Item 8. Fairness of the Transaction None. Item 8 is answered herein.

Item 9. Reports, Opinions, Appraisals and None. Item 9 is answered herein.
Certain Negotiations

Item 10. Interest in Securities of the Issuer Item 6. Interest in Securities of the Subject
Company

Item 11. Contracts, Arrangements or Item 7. Contracts, Arrangement,
Understandings with Respect to the Understandings or Relationships with respect
Issuer's Securities to the Subject Company's Securities.

Item 12. Present Intention and None. Item 12 is answered herein.
Recommendation of Certain Persons
with Regard to the Transaction

Item 13. Other Provisions of the Transaction. None. Item 13 is answered herein.

Item 14. Financial Information None. Item 14 is answered herein.

Item 15. Persons and Assets Employed, None. Item 15 is answered herein
Retained or Utilized

Item 16. Additional Information None. Item 16 is answered herein.

Item 17. Material to Be Filed as Exhibits None. Item 17 is answered herein.

Item 2. Identity and Background.

One of the parties filing this statement is the issuer, Summit Petroleum
Corporation ("Company")

Item 8. Fairness of the Transaction.

(a) The Company, Purchaser, Parent and Warley reasonably believe that the
Rule 13e transaction is fair to unaffiliated security holders.
(b) Reference is made to the Section 6 "Price Range of Shares; Dividends",
Section 11 "Background of the Offer" and Section 17 "Special Factors" in the
Offer to Purchase filed as Exhibit (a)(1) to Amendment No. 2 of Schedule 14D-1
filed by Purchaser, Parent and Warley.
(c) The transaction has not been structured to require the approval of a
majority of unaffiliated Company security holders.
(d) The board of the Company has not retained an unaffiliated
representative to act solely on behalf of unaffiliated security holders for the
purposes of negotiating the terms of the 13e-3 transaction and/or preparing a
report concerning the fairness of such transaction. Parent did make available
the report prepared by SMG to the board of the Company.
(e) The Rule 13e-3 transaction was approved by the entire board of the
Company. All of the members of the Board, IE. Messrs. Deas H. Warley III,
Darrell Dillard and Wayne Whitaker, are members of the Parent's Board, and Mr.
Warley is the sole director of Purchaser. Mr. Warley is the President and
chairman of Purchaser, Parent, and the Company. Mr. Dillard is the Chief
Financial Officer of the Parent. Mr. Whitaker through his law firm provides
legal services to both the Purchaser, Parent and the Company.
(f) The Company has not received any firm offers during the eighteen months
preceding the commencement of the tender offer by Purchaser regarding a merger
or consolidation, the sale or other transfer of all or any substantial part of
the assets of the Company. Except for discussions disclosed in Section 11
"Background of the Offer" in the Offer to Purchase filed as Exhibit (a)(1) to
Amendment No. 2 of Schedule 14D-1 filed by Purchaser, Parent and Warley, the
Company has not received any firm offers during the eighteen months preceding
the commencement of the tender offer by Purchaser regarding the sale of
securities of the Company which would enable the holder thereof to exercise
control of the Company.

Item 9. Reports, Opinions, Appraisals and Certain Negotiations.

(a) Parent retained SMG to provide a fairness opinion regarding the price
to offer the shareholders of the Company. SMG reached an opinion that $0.70 per
share for the Company's common stock and for each share subject to a stock
option less the exercise price thereof was fair, from a financial point of view
to Parent.
(b) SMG is a small investment banking firm, whose principals have a
combined 40 years investment banking experience that included advising companies
on the value and fairness of transactions similar to the offer by Parent. Parent
chose SMG based upon their experience and willingness to provide the opinion in
a timely manner. SMG has an investment banking agreement entered into on June
3, 1996 with Parent relating to representing Parent in securing new financing
sources, as well as seeking potential acquisition targets. SMG will not receive
any finders or other fee in connection with the offer by Parent other than for
the rendering of it fairness opinion. SMG was requested to independently
determine a fair price to offer for the shares of the Company. Parent did not
place any limitations on SMG in making its determination. For a further
discussion of the methods and procedures followed by SMG reference is made to
Section 17 "Special Factors" of the Offer to Purchase filed as Exhibit (a)(1) to
Amendment No. 2 of Schedule 14D-1 filed by Purchaser, Parent and Warley,

(c) The report by SMG is available for inspection and copying at the
principal executive offices of Parent, 16701 Greenspoint Park Drive, Suite 200,
Houston, Texas 77060, during its regular business hours by any interested equity
security holder of the Company or his representative who has been so designated
in writing.

Item 12. Present Intention and Recommendation of Certain Persons with Regard to
the Transaction.

(a) Those current members of the Company's board, and those employees and
officers of Parent who own shares of the Company's common stock have orally
indicated to the Parent that they will tender their Company shares pursuant to
the offer by Parent.
(b) Messrs. Warley and Whitaker, who are each directors of the Company and
own shares of the Company, voted to approve the Merger Agreement with Purchaser
and recommend the acceptance of the offer to the Company's shareholders. After
reviewing the report by SMG and discussing such report with the representative
of SMG, reviewing the financial records of the Company, participating in the
board of directors meeting of Parent in the capacity of a member of such board
and discussing the relative value of the proposed offer in light of the general
knowledge of the members of the Company's board with respect to transactions for
oil and gas properties and operations, Messrs. Warley and Whitaker as well as
Mr. Dillard voted to recommend the offer to the Company's security holders.

Item 13. Other Provisions of the Transaction.

(a) Appraisal rights under Colorado law are available to the Company's
shareholders who do not tender or vote to approve the merger. A description of
such rights is contained in Exhibit (e) to this Statement.
(b) No provision has been made by Parent in connection with the tender
offer to allow an unaffiliated security holder to obtain access to the corporate
files of the Company or Parent or to obtain counsel or appraisal services at the
expense of the Company or Parent.

Item 14. Financial Information.

(a) The Company's audited financial statements for fiscal 1994 and 1995
are incorporated by reference from the Company's Form 10-KSB for its years ended
July 31, 1994 and 1995. The Company's unaudited balance sheets and comparative
year-to-date income statements and statements of cash flows and related earnings
per share amounts contained in the Company's Form 10-QSB for the quarter ended
April 30, 1996 is incorporated herein by reference. The ratio of earnings to
fixed charges is not provided since the Company does not have an outstanding
issue of debt other than routine bank debt. Book value per share as of July 31,
1994, 1995 and April 30, 1996 is $0.228, $0.241, and $0.260, respectively.

Item 15. Persons and Assets Employed, Retained or Utilized.

(a) The Company's oil and gas assets will be pledged to secure Parent's
current bank

credit agreement in the normal course as any acquisition of oil and gas
properties.
(b) Parent has not specially employed anyone to solicit or recommend the
tender offer. Parent will utilize its current employees to respond to inquiries
from Company shareholders, brokers or other nominees as well as contact such
individuals or firms with respect to tendering Company shares.

Item 16. Additional Information.
None.

Item 17. Material to Be Filed as Exhibits.

99.(a)* Loan Agreement between Parent and First Union National Bank of
North Carolina dated December 29, 1994 (Previously filed as the
same exhibit number in Parent's Form 10-KSB dated December 31,
1994 and incorporated herein by such reference).
99.(b)(1) Report by Southwest Merchant Group, dated July 14, 1996.
99.(b)(2) Description of Southwest Merchant Group
99.(b)(3) Summit Petroleum Corporation Valuation, by Southwest Merchant
Group
99.(b)(4) Consent by Southwest Merchant Group
99.(c)* Plan and Agreement of Merger among the Company and Purchaser,
dated July 17, 1996.(Filed as Exhibit (a)(3) to Schedule 14D-1
of MRI Acquisition Corp, and Midland Resources, Inc. dated
July 18,1996 and incorporated herein by reference)
99.(d)(1)* The Offer to Purchase (Filed as Exhibit (a)(1) to Schedule 14D-1
of MRI Acquisition Corp, and Midland Resources, Inc. date July
18, 1996 and incorporated herein by reference)
99.(d)(2)* The Letter of Transmittal (Filed as Exhibit (a)(2) to Schedule
14D-1 of MRI Acquisition Corp, and Midland Resources, Inc. date
July 18, 1996 and incorporated herein by reference)
99.(d)(3)* Letter from The Company to Shareholders dated July 18, 1996
recommending acceptance of Offer
99.(d)(4)* Press Release by Midland Resources and MRI Acquisition Corp.
announcing the extension of the tender offer until September 5,
1996 (Filed as Exhibit (a)(4) to Amendment No.1 to Schedule
14D-1 of MRI Acquisition Corp. and Midland Resources, Inc. dated
August 14, 1996.).
99.(d)(5) Letter to Summit Petroleum Corporation stockholders transmitting
amended offer dated September, 1996
99.(e)* A statement describing the appraisal rights under Colorado Law
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* Incorporated herein by reference
** Previously filed

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

August 30, 1996 /s/ Deas H. Warley III
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Deas H. Warley III, President
MRI Acquisition Corp.
Midland Resources, Inc.

August 30, 1996 /s/ Deas H. Warley III
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Deas H. Warley III, President
Summit Petroleum Corporation

August 30, 1996 /s/ Deas H. Warley III
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Deas H. Warley III

INDEX TO EXHIBITS
Exhibit Page No.
99.(a)* Loan Agreement between Parent and First Union National Bank of
North Carolina dated December 29, 1994 (Previously filed as the
same exhibit number in Parent's Form 10-KSB dated December 31,
1994 and incorporated herein by such reference).
99.(b)(1) Report by Southwest Merchant Group, dated July 14, 1996.
99.(b)(2) Description of Southwest Merchant Group
99.(b)(3) Summit Petroleum Corporation Valuation, by Southwest Merchant
Group
99.(b)(4) Consent by Southwest Merchant Group
99.(c)* Plan and Agreement of Merger among the Company and Purchaser,
dated July 17, 1996.(Filed as Exhibit (a)(3) to Schedule 14D-1
of MRI Acquisition Corp, and Midland Resources, Inc. dated
July 18,1996 and incorporated herein by reference)
99.(d)(1)* The Offer to Purchase (Filed as Exhibit (a)(1) to Schedule 14D-1
of MRI Acquisition Corp, and Midland Resources, Inc. date July
18, 1996 and incorporated herein by reference)
99.(d)(2)* The Letter of Transmittal (Filed as Exhibit (a)(2) to Schedule
14D-1 of MRI Acquisition Corp, and Midland Resources, Inc. date
July 18, 1996 and incorporated herein by reference)
99.(d)(3)* Letter from The Company to Shareholders dated July 18, 1996
recommending acceptance of Offer
99.(d)(4)* Press Release by Midland Resources and MRI Acquisition Corp.
announcing the extension of the tender offer until September 5,
1996 ( Filed as Exhibit (a)(4) to Amendment No.1 to Schedule
14D-1 of MRI Acquisition Corp. and Midland Resources, Inc. dated
August 14, 1996.).
99.(d)(5) Letter to Summit Petroleum Corporation stockholders transmitting
amended offer dated September, 1996
99.(e)* A statement describing the appraisal rights under Colorado Law
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* Incorporated herein by reference
** Previously filed