UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------------

FORM 10-K/A

AMENDMENT NO. 1

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended DECEMBER 31, 1995

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from to
------- -------

COMMISSION FILE NUMBER 1-8241

PRESIDIO OIL COMPANY
(Exact name of registrant as specified in its charter)

DELAWARE 95-3049484
(State of Incorporation) (I.R.S.Employer Identification No.)

5613 DTC PARKWAY, SUITE 750
ENGLEWOOD, COLORADO 80111-3065
(Address of principal executive offices) (Zip Code)

(303) 773-0100
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class
-------------------

CLASS A COMMON STOCK, $.10 PAR VALUE PER SHARE

CLASS B COMMON STOCK, $.10 PAR VALUE PER SHARE

9% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2015

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X No
--- ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ X ]

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 29, 1996 was $339,000.

The number of shares outstanding of each of the registrant's classes of common
stock as of March 29, 1996 was as follows:

Class Number Outstanding
----- ------------------

CLASS A COMMON STOCK, $.10 PAR VALUE PER SHARE 25,318,085
CLASS B COMMON STOCK, $.10 PAR VALUE PER SHARE 3,216,585

DOCUMENTS INCORPORATED BY REFERENCE: NONE

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

THE BOARD OF DIRECTORS

Pursuant to the Bylaws of the Company, the Board of Directors shall
consist of the number of directors designated by resolution of the Board of
Directors. Currently, the number of directors is fixed at six (6). The
directors are classified and divided into three (3) classes and the terms of
such classes are staggered so that only one (1) class is elected each year for
a three-year term, or until a successor to each such director is duly elected
and qualified. The Board of Directors is currently comprised of the following:

DIRECTOR TERM TO
NAME AGE SINCE EXPIRE
---------------------- ------- -------- --------

William D. Benjes, Jr. 57 1987 1995 (1)

John W. Hyland, Jr. 58 1993 1996
Raymond J. Kosi 60 1984 1996

George P. Giard, Jr. 57 1986 1997
Peter H. Havens 41 1983 1997
Robert L. Smith 53 1992 1997

(1) Due to the fact that the Company did not call a meeting of its
stockholders in 1995, Mr. Benjes continues to serve until such
time he is re-elected or his successor is elected.

William D. Benjes, Jr. is the founder of Stratfield Investment
Management, Inc. and has been its President since 1986. Mr. Benjes was with
Fort Hill Investors Management Group from 1977 through 1985 and served as its
President from 1982 through 1985.

John W. Hyland, Jr. has been a partner of McFarland Dewey & Co. since
1992 and previously served as a managing director of Rho Management Company,
Inc. from 1989 to 1992. He was a managing director of PaineWebber Incorporated
and Vice Chairman of PaineWebber/Young and Rubicam Ventures from 1983 to 1988,
Vice Chairman of Warburg Paribas Becker Inc. from 1980 to 1983, and prior
thereto a partner in Morgan Stanley & Co. Inc.

Raymond J. Kosi is a private investor and business consultant. Mr.
Kosi was the co-founder and an officer from 1963 through 1993 of K.R.K. Inc., a
privately-owned manufacturer of plastic injection moldings.

George P. Giard, Jr. is Chairman of the Board and Chief Executive
Officer of the Company. Mr. Giard joined the Company in 1986 after being a
partner since 1981 in Oil & Gas Finance Limited, a private energy investment
firm. He also served as a director of Marline Oil Corporation from 1976
through 1985 and Chairman of the Board of that company from 1976 through 1983.
He has also served as a director of Crystal Oil Company since 1987.

Peter H. Havens has been Executive Vice President of The Bryn Mawr
Trust Company since 1995 and previously served as manager from 1982 to 1995 of
Kewanee Enterprises, an investment firm. Mr. Havens is a director of Bryn Mawr
Bank Corporation, Inc., Independence Seaport Museum, Nobel Education Dynamics,
Inc. and Ursinus College.

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Robert L. Smith has been a director of the Company since 1992 when he
was elected President and Chief Operating Officer of the Company. Mr. Smith
was previously Executive Vice President of the Company since 1987, and prior to
joining the Company he served in various capacities, including President and
Chief Operating Officer, with Cenergy Corporation, an oil and gas exploration
and production company.

OTHER EXECUTIVE OFFICERS

The following is a list of certain executive officers of the Company,
other than Mr. Giard and Mr. Smith, each of whose term of office runs until a
successor is duly appointed:

Bradley M. Colby, age 39, joined the Company in 1988 as Land Manager
for the Rocky Mountain Division. He was promoted to Assistant Manager,
Mid-Continent Division in 1991, Exploration Manager in 1993 and Vice President
- - Exploration and Production in 1995. Mr. Colby has 15 years of industry
experience with the Company as well as with Tenneco Oil Company and Petro Lewis
Corporation.

Stephen A. Lieberman, age 44, joined the Company as Manager, Special
Projects in 1989 after serving in a consultant capacity to the Company for
reservoir engineering projects and property management for six years and was
elected Vice President - Reservoir Engineering / Special Projects in 1995. Mr.
Lieberman has 21 years of industry experience with various companies including
Western Energy Development Company, Clarion Resources Company, Ventura
Consulting Company, Kenai Oil and Gas Corporation, Grace Petroleum Company, and
Getty Oil Company.

Bruce R. DeBoer, age 43, joined the Company as General Counsel and
Corporate Secretary in 1988 and was elected Vice President - Legal in 1995. He
was previously Corporate Attorney and Assistant Secretary for Canterra
Petroleum, Inc. and General Counsel and Secretary of Energetics, Inc. Prior
thereto, Mr. DeBoer was engaged in the private practice of law in Denver,
Colorado.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent
(10%) of a registered class of the Company's equity securities, to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission ("SEC") and the American Stock Exchange. Officers, directors and
greater than ten percent (10%) shareholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file.

Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Forms 5 were required, the Company
believes that during the period from January 1, 1995 to December 31, 1995, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent (10%) beneficial owners were complied with.

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ITEM 11. EXECUTIVE COMPENSATION.

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table sets forth compensation paid by the Company to its
Chief Executive Officer and four other most highly compensated executive
officers for fiscal years 1995, 1994 and 1993.

SUMMARY COMPENSATION TABLE

LONG TERM
ANNUAL COMPENSATION (1) COMPENSATION
------------------------------------ ---------------------------
EXECUTIVE OTHER
BONUS ANNUAL OPTIONS ALL OTHER
NAME AND SALARY ($) PLAN COMPENSATION AWARDED COMPENSATION
PRINCIPAL POSITION YEAR (2) ($) ($) (3) (#) (4) ($) (5)
------------------ ---- ---------- --------- ------------ ------- ------------

George P. Giard, Jr. 1995 360,000 -0- 37,695 0 198,555(6)
Chairman and CEO 1994 394,615 -0- 11,250 114,000 283,354(6)
1993 340,385 100,000 -0- 235,000 197,309(6)

Robert L. Smith 1995 261,230 -0- 27,695 0 114,474(7)
President and COO 1994 244,569 -0- 11,250 57,000 157,646(7)
1993 220,000 50,000 -0- 125,000 44,339(7)

Bradley M. Colby 1995 130,667 -0- 18,793 0 3,369
Vice President 1994 116,000 17,500 10,012 24,000 10,012
1993 103,125 41,000 -0- 45,000 21,619

Stephen A. Lieberman 1995 127,000 -0- 17,554 -0- 3,259
Vice President 1994 119,000 17,500 10,238 24,000 10,238
1993 104,167 41,500 -0- 48,000 21,850

Bruce R. DeBoer 1995 131,394 -0- 18,195 -0- 3,555
General Counsel and 1994 119,091 20,125 8,625 17,000 8,625
Secretary 1993 102,083 31,500 -0- 40,000 21,058

- ------------------

(1) The Company provides group insurance benefits for its executive
officers which are generally available to all salaried employees,
including medical and dental insurance, term life insurance, and
long-term disability insurance. In addition, executive officers of
the Company are provided certain club memberships for business
purposes. A certain amount of personal use of these benefits may be
made by the recipients. After reasonable inquiry, the Company has
concluded that the aggregate amount of such personal benefits, which
cannot be specifically or precisely ascertained, was less than either
$50,000 or ten percent (10%) of the salary and bonus reported for each
of the named executive officers.

(2) For 1995, the salaries of Messrs. Smith and DeBoer were comprised, in
part, of cash payments for accrued but unused vacation time in the
amounts of $21,230 and $8,894, respectively. For 1994, the salaries
of Messrs. Giard, Smith, and DeBoer were comprised, in part, of cash
payments for accrued but unused vacation time in the amount of
$34,615, $8,307 and $4,091, respectively. For 1993, the salary of Mr.
Giard was comprised, in part, of cash payments for accrued but unused
vacation time in the amount of $21,635. See "Compensation Committee
Report on Executive Compensation".

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(3) Includes Company contributions to the Company's 401(k) Plan (which was
established January 1, 1994) (the "401(k) Plan") for each named
executive officer's account in an amount equal (i) in 1995, to 5.13%
and (ii) in 1994, to 7.5% of cash compensation paid in each calendar
year (subject to certain limitations in each year), plus certain other
benefit contributions. Participation of an employee in the 401(k)
Plan commences upon employment.

(4) The options listed are shares of Class A Common Stock. See "Stock
Option Grants" and "Compensation Committee Report on Executive
Compensation".

(5) Includes Company contributions to the Company's Employee Stock
Ownership Plan (the "ESOP") for each named executive officer's account
in an amount equal to (i) in 1995, 2.37%, (ii) in 1994, 7.5% and (iii)
in 1993, 15% of cash compensation paid in each calendar year, subject
to certain limitations in each year. Participation of an employee in
the ESOP was subject to a one-year waiting period until August 1,
1994, at which time the ESOP was amended to allow participation upon
employment.

(6) Includes estimated accruals of $195,745, $272,104 and $167,309 in the
Company's financial statements in 1995, 1994 and 1993, respectively,
for the benefit of Mr. Giard in respect of his supplemental executive
retirement plan ("SERP"). See "Long-Term Incentive Plans and Pension
Plans".

(7) Includes estimated accruals of $110,919, $146,396 and $14,339 in the
Company's financial statements in 1995, 1994 and 1993, respectively,
for the benefit of Mr. Smith in respect of his SERP. See "Long-Term
Incentive Plans and Pension Plans".

STOCK OPTION GRANTS

There were no stock options granted during 1995 to any of the named
executive officers.

OPTION EXERCISES AND HOLDINGS

AGGREGATED OPTION EXERCISES IN 1995
AND 1995 YEAR-END OPTION VALUES

NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT 12/31/95 (1) AT 12/31/95
SHARES --------------------------- ---------------------------
ACQUIRED ON VALUE
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------

George P. Giard, Jr. -0- N/A 157,000 203,000 -0- -0-
413,539 -0- -0- -0-
Robert L. Smith -0- N/A 76,750 105,250 -0- -0-
157,622 -0- -0- -0-
Bradley M. Colby -0- N/A 28,500 40,500 -0- -0-
18,588 -0- -0- -0-
Stephen A. Lieberman -0- N/A 30,000 42,000 -0- -0-
26,023 -0- -0- -0-
Bruce R. DeBoer -0- N/A 24,250 32,750 -0- -0-
33,458 -0- -0- -0-

- -----------------

(1) All amounts listed in the first line for each individual are shares of
Class A Common Stock and all amounts listed in the second line for
each individual are shares of Class B Common Stock.

LONG-TERM INCENTIVE PLANS AND PENSION PLANS

The Company has no long-term incentive plan or defined benefit or
actuarial plan. However, Messrs. Giard and Smith have each entered into a
Supplemental Executive Retirement Agreement (the "SERP Agreement") with the
Company which provides each officer with cash benefits upon retirement in the
form of

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a ten year annuity with annual payments equal to a maximum of sixty percent
(60%) of each officer's average annual salary and bonus for the three (3) years
preceding retirement. The amount of annual benefit upon retirement is equal to
(i) the officer's final average earnings multiplied by a percentage factor
based upon years of service to the Company weighted separately for each officer
so that termination of employment at age sixty-five (65) provides a maximum
factor of sixty percent (60%) reduced by (ii) the value upon retirement, of
such officer's ESOP account and any other amounts payable to such officer under
any other qualified retirement plans adopted by the Company subsequent to the
SERP Agreement. Accordingly, the annual benefits payable upon retirement at
normal retirement age for Messrs. Giard and Smith are difficult to estimate due
to the offsetting value upon retirement of each officer's ESOP account which is
comprised solely of equity securities of the Company. Each of the SERP
Agreements provides each officer with an option, upon his termination as a
result of a change of control or a sale of a majority of the Company's assets,
to receive benefits annuitized over a ten year period commencing at normal
retirement age or to receive a lump sum payment equal to the present value of
such annuity. As of April 25, 1996, Mr. Giard is credited with 10 years of
service and Mr. Smith is credited with 8 years of service.

REPORT ON REPRICING OF OPTIONS

The Company has not adjusted or amended the exercise price of stock
options previously awarded to any of the named executive officers other than as
reported in previous proxy statements.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS

No executive officer of the Company has an employment contract.
However, there are certain contracts in respect of the termination of the named
executive officers' employment with the Company as the result of a change-of-
control or a sale of a majority of the Company's assets or any change in
executive responsibilities, compensation or location of employment following a
change-of-control. These contracts provide for lump sum severance payments to
each of the named executive officers upon such termination in a cash amount
equal to a multiple ("Multiple") of his monthly compensation. Messrs. Giard
and Smith have Multiples of 20 and 19, respectively, which can increase to 30
for each, depending upon the consideration received by the Company in respect
of a sale thereof and Messrs. Colby, Lieberman and DeBoer each have multiples
of 12. Each such officer also receives a payment equal to Company
contributions to the 401(k) Plan and the ESOP for one full plan year, plus
continuation of insurance coverage for such officer during a period of months
equal to each officer's Multiple. See "Long Term Incentive Plans and Pension
Plans".

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The current members of the Compensation Committee are William D.
Benjes, Jr. and John W. Hyland, Jr. No member of the Compensation Committee of
the Board of Directors during the last fiscal year is or formerly was an
officer or employee of the Company or any of its subsidiaries. No executive
officer of the Company and no member of the Compensation Committee has or had
any relationships requiring disclosure under regulations applicable to this
report.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee reviews compensation matters for the
Company's executive officers. The executive compensation program is comprised
of salary, annual cash and 401(k) incentives as well as long-term incentives
principally in the form of employee stock options and stock contributed to the
ESOP. Each year the Compensation Committee determines salary adjustments, if
any, and the level of benefit grants under the Company's Executive Bonus
Program (the "EBP") and its Incentive Stock Option Plan (the "ISOP") as well as
the contribution levels in respect of its 401(k) Plan and ESOP. In respect of
such matters, the Compensation Committee also considers independent
compensation studies relating to compensation practices in the independent oil
and gas industry, including William M. Mercer, Incorporated, KPMG Peat
Marwick and Strategic Compensation Associates, Inc. Such studies are
comprised of independent oil and gas companies choosing to participate therein
which differ from the companies comprising the Standard & Poor's Oil (Domestic
Integrated) Index used in the performance graph included herein. The
Compensation Committee believes that the compensation paid by

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such independent companies, with a predominantly exploration and production
(non-integrated) line of business, is a better basis for compensation
comparison than the integrated companies included in the performance graph.

The Compensation Committee's executive compensation practices are
designed to provide competitive levels of base salary, annual bonus awards
under the EBP and stock option grants under the ISOP for the Company's
executive officers, that, in order of relative importance, (i) reflect the
Company's achievements in respect of specific performance targets, (ii)
recognize individual initiative and achievement as well as levels of
compensation in the independent oil and gas industry, and (iii) assist the
Company in attracting and retaining qualified executives. The Compensation
Committee utilizes compensation studies to assure that the various components
of the Company's total compensation approximate survey averages within the
independent oil and gas industry, subject to further adjustment upon the
subjective determination of the Compensation Committee in respect of the three
foregoing factors.

In addition to the three factors set forth above and the compensation
surveys which are generally utilized by the Compensation Committee in respect
of setting levels of total compensation for the executive officers as a group,
the Compensation Committee also considers various levels of responsibility,
prior experience, breadth of knowledge and internal equity issues in setting
base salary levels. Such salary levels for 1995 for the executive officers as
a group approximated compensation survey averages. Mr. Giard's 1995 base
salary of $360,000 initially was determined in December 1993 and represented no
increase vis-a-vis his 1994 salary level.

As a result of the Company's financial and operating performance in
1995 and the negotiations presently underway in respect of a sale of the
Company, the Compensation Committee made a determination that the executive
officers as a group should receive no stock option grants under the ISOP and no
cash bonus awards under the EBP in 1995.

In respect of the 401(k) Plan and the ESOP, which relate to all
Company employees, the Compensation Committee authorized contributions for 1995
in the amounts of 5.13% (totalling $265,107 in cash) and 2.37% (totalling
$122,608 in the Company's common stock), respectively, (subject to certain
limitations) of each employee's eligible cash compensation. The annual amount
of these contributions is determined by the Compensation Committee based upon
general levels of compensation in the independent oil and gas industry and
without specific reference to the above-mentioned executive compensation
practices which relate to the executive officers as a group.

The Omnibus Budget Reconciliation Act of 1993 contains provisions
which limit the tax deductibility of executive compensation in excess of $1
million per year, subject to certain exceptions. The current policy of the
Company is to design its compensation programs to preserve the tax
deductibility of compensation paid to its executive officers and other members
of management. However, the Compensation Committee could in the future
determine, taking into consideration the relevant factors then in existence, to
make awards or approve compensation that does not qualify for a compensation
deduction for tax purposes, if the Compensation Committee believes it is in the
Company's interest to do so.

The Compensation Committee intends to maintain its practice of
providing a competitive salary structure for its CEO and other executive
officers and basing salary levels, bonus and other compensation on corporate
and individual performance.

William D. Benjes, Jr.
John W. Hyland, Jr.

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PERFORMANCE GRAPH

The following performance graph compares, for the 1990-1995 period,
the percentage changes in the Company's cumulative total shareholder return on
its Class A Common Stock to that of the American Stock Exchange Market Value
Index and the S&P Oil-Domestic Integrated Index. All cumulative returns assume
reinvestment of dividends.

[GRAPH]

1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----

Presidio Oil Company 100.00 66.57 17.68 41.68 11.37 1.89(1)
AMEX Market Value 100.00 128.22 129.57 154.86 140.75 177.93
S&P Oil - Domestic Integrated 100.00 85.24 86.74 87.74 88.88 97.37

- --------------------

(1) Trading in the Company's common stock was suspended by the
American Stock Exchange on November 17, 1995 and delisted on
March 7, 1996.

COMPENSATION OF DIRECTORS

Directors of the Company are each entitled to receive $2,500 for each
meeting of the Board of Directors and $2,000 for each meeting of a committee
(other than the Nominating Committee) of the Board of Directors that they
attend in addition to reimbursement for travel expenses. Directors who are
also employees of the Company are not compensated separately for their service
as directors of the Company or its subsidiaries.

STOCK OPTION PLANS FOR NON-EMPLOYEE DIRECTORS

Under the Stock Option Plan for Non-Employee Directors, the 1989 Stock
Option Plan for Non-Employee Directors, the 1991 Stock Option Plan for
Non-Employee Directors, the 1992 Stock Option Plan for Non-Employee Directors
and the 1993 Stock Option Plan for Non-Employee Directors (collectively, the
"DSOPs"), each of the then current non-employee directors of the Company was
granted options to purchase shares of Class A Common Stock and Class B Common
Stock and each then current non-employee director who was a member of the
Executive Committee of the Board of Directors was granted an option to purchase
additional shares of Class A Common Stock and Class B Common Stock. The
aggregate number of shares of Class A Common Stock subject to such options is
120,000 and of Class B Common Stock outstanding in respect of such options is
133,760. The exercise price for such options was the market price for the
applicable Class A Common Stock and Class B Common Stock on the dates when each
of the DSOPs was approved by the Compensation Committee, as ratified by the
Company's stockholders. No options granted under the DSOPs have been
exercised.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Class A Common Stock. The following table shows, as of April 25,
1996, the beneficial ownership (shares owned or that may be acquired within
sixty (60) days) of Class A Common Stock by (a) each person known by the
Company to be the beneficial owner of more than five percent (5%) of the
outstanding Class A Common Stock, (b) each current director and executive
officer and (c) all of the Company's current executive officers and directors
as a group. Each share of Class B Common Stock is convertible at any time at
the option of the holder into one (1) share of Class A Common Stock. The right
to acquire Class A Common Stock in this manner is reflected in the following
table which assumes conversion of all beneficially owned shares of Class B
Common Stock set forth in the Class B Common Stock table which follows the
Class A Common Stock table below.

NUMBER OF
COMBINED
SHARES BENEFICIALLY PERCENT
NAME OF BENEFICIAL OWNER OWNED OF CLASS +
---------------------------------- ------------------- ----------

(a) Five percent (5%) holders:

FMR Corp. 2,956,250(1) 10.4%
82 Devonshire Street
Boston, Massachusetts 02109

Friends' Provident Life Office 2,364,962(2) 8.3%
15 Old Bailey
London EC4M 7AP United Kingdom

American Premier Group, Inc. 2,510,660(3) 8.1%
One East Fourth Street
Cincinnati, Ohio 45202

Electra Investment Trust P.L.C. 1,449,733 5.1%
65 Kingsway
London WC2B 6QT United Kingdom

(b) Directors and Executive Officers:

George P. Giard, Jr. 822,028 (4) 3.5%
Peter H. Havens 769,179 (5) 2.7%
Robert L. Smith 363,232 (6) 1.6%
Bruce R. DeBoer 120,381 (7) *
Raymond J. Kosi 118,017 (8) *
Stephen A. Lieberman 113,673 (9) *
Bradley M. Colby 108,275(10) *
William D. Benjes, Jr. 45,104(11) *
John W. Hyland, Jr. 12,500(12) *

- ------------------

+ Percentages calculated in the manner required by SEC regulations.
* Does not exceed one percent (1%) of the class.

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(1) Fidelity International Limited ("FIL"), which may be deemed to be an
affiliate of FMR Corp. ("FMR") that provides investment advisory and
management services to a number of non-United States investment
companies and certain institutional investors, beneficially owns
2,956,250 shares of Class A Common Stock as to which it has sole
investment and voting power. According to Amendments to Schedules 13D
dated April 20, 1995, filed by both FMR and FIL, Edward C. Johnson
III, Chairman of FIL, and Chief Executive Officer of FMR, may be
deemed to share investment power over the shares beneficially owned by
FMR and FIL.

(2) Includes 1,507,143 shares of Class A Common Stock beneficially owned
by UKP Holdings Inc., a subsidiary of Friends. Also includes 115,500
shares of Class B Common Stock beneficially owned by Friends.

(3) Pursuant to a Schedule 13D dated April 19, 1995 filed by American
Premier Group, Inc. ("American Premier") and its subsidiary, American
Financial Corporation ("AFC"), all such shares of Class A Common Stock
are issuable upon conversion of the Company's 9% Convertible
Subordinated Debentures Due 2015 (the "Debentures"). Carl H.
Lindner, Carl H. Lindner III, S. Craig Lindner and Keith E. Lindner
(collectively, the "Lindner Family") who own common stock in American
Premier and AFC and serve as directors and officers thereof, may be
deemed to be controlling persons. One half of the shares represented
by these Debentures are held by each of Great American Insurance
Company ("GAI"), a direct subsidiary of AFC, and Great American Life
Insurance Company ("GALIC"), a second-tier subsidiary of American
Premier. American Premier, AFC, the Lindner Family, GAI and GALIC
share voting and investment power in respect of such shares.

(4) Includes 19,359 shares of Class B Common Stock. Also includes 46,912
shares of Class B Common Stock that may be acquired pursuant to the
exercise of a warrant held in the name of Oil and Gas Finance Limited,
an entity over which Mr. Giard exercises voting control; 157,000
shares of Class A Common Stock and 413,539 shares of Class B Common
Stock that may be acquired upon the exercise of options and 68,740
shares of Class A Common Stock and 28,532 shares of Class B Common
Stock held in trust in Mr. Giard's individual account under the ESOP,
all of which are vested. Does not include 203,000 unvested shares of
Class A Common Stock granted pursuant to options.

(5) Includes 500 shares of Class A Common Stock and 5,000 shares of Class
B Common Stock held in the name of Mr. Havens' spouse and 241,601
shares of Class A Common Stock and 456,000 shares of Class B Common
Stock in a trust over which Mr. Havens shares voting and investment
power and is a beneficiary. Includes 12,500 shares of Class A Common
Stock and 53,578 shares of Class B Common Stock that may be acquired
upon the exercise of options granted under the DSOPs, but does not
include 12,500 unvested shares of Class A Common Stock granted under
the DSOPs.

(6) Includes 10,621 shares of Class B Common Stock. Also includes 30,811
shares of Class B Common Stock pursuant to the exercise of a warrant;
76,750 shares of Class A Common Stock and 157,622 shares of Class B
Common Stock that may be acquired upon the exercise of options and
includes 61,227 shares of Class A Common Stock and 23,057 shares of
Class B Common Stock held in trust in Mr. Smith's individual account
under the ESOP, all of which are vested. Does not include 105,250
unvested shares of Class A Common Stock granted pursuant to options.

(7) Includes 44,288 shares of Class A Common Stock and 18,385 shares of
Class B Common Stock held in trust under the ESOP, all of which are
vested. Also includes 33,458 shares of Class B Common Stock which may
be acquired pursuant to the exercise of options. Does not include
32,750 unvested shares of Class A Common Stock granted pursuant to
options.

(8) Includes 51,939 shares of Class B Common Stock. Also includes 12,500
shares of Class A Common Stock and 53,578 shares of Class B Common
Stock that may be acquired upon the exercise of options granted under
the DSOPs. Such number does not include 12,500 unvested shares of
Class A Common Stock granted under the DSOPs.

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(9) Includes 30,000 shares of Class A Common Stock and 20,023 shares of
Class B Common Stock that may be acquired upon the exercise of options
and 40,915 shares of Class A Common Stock and 16,735 shares of Class B
Common Stock held in the trust under the ESOP, all of which are
vested. Does not include 42,000 unvested shares of Class A Common
Stock granted pursuant to options.

(10) Includes 28,500 shares of Class A Common Stock and 18,588 shares of
Class B Common Stock that may be acquired upon the exercise of options
and 43,247 shares of Class A Common Stock and 17,940 shares of Class B
Common Stock held in the trust under the ESOP, all of which are
vested. Does not include 40,500 unvested shares of Class A Common
Stock granted pursuant to options.

(11) Such number also includes 12,500 shares of Class A Common Stock and
26,604 shares of Class B Common Stock that may be acquired pursuant to
the exercise of options under the DSOPs, but does not include 12,500
unvested shares of Class A Common Stock granted under the DSOPs.

(12) Includes 12,500 shares of Class A Common Stock that may be acquired
upon exercise of options granted under the DSOPs, but does not include
12,500 unvested shares of Class A Common Stock granted under the
DSOPs.

(13) Includes an aggregate of 258,417 shares of Class A Common Stock and
104,649 shares of Class B Common Stock held in trust under the ESOP
for officers of the Company; 316,500 shares of Class A Common Stock
and 649,230 shares of Class B Common Stock which may be acquired by
officers of the Company upon the exercise of options; 77,723 shares of
Class B Common Stock that may be acquired by an executive officer, or
an entity over which Mr. Giard exercises voting control, pursuant to
the exercise of certain warrants; and 50,000 shares of Class A Common
Stock and 133,760 shares of Class B Common Stock which may be acquired
by directors of the Company upon exercise of options granted under the
DSOPs.

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Class B Common Stock. The following table shows, as of April 25,
1996, the beneficial ownership (shares owned or that may be acquired within
sixty (60) days) of Class B Common Stock by (a) each person known by the
Company to be the beneficial owner of more than five percent (5%) of the
outstanding Class B Common Stock, (b) each current director and executive
officer and (c) all of the Company's current executive officers and directors
as a group.

NUMBER OF SHARES PERCENT
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS +
---------------------------- ------------------ ---------

(a) Five percent (5%) holders:

Mary L. Smith 635,019 19.7%
Kewanee Enterprises
10 S. Bryn Mawr Avenue
Bryn Mawr, Pennsylvania 19010

Philip S. Sirianni 264,129(1) 8.1%
23041 Avenida de la Carlota, Suite 210
Laguna Hills, California 92653

(b) Directors and Executive Officers:

Peter H. Havens 514,578 (2) 15.7%
George P. Giard, Jr. 508,342 (3) 13.8%
Robert L. Smith 222,111 (4) 6.5%
Raymond J. Kosi 105,517 (5) 3.2%
Bruce R. DeBoer 51,843 (6) 1.6%
Stephen A. Lieberman 42,758 (7) 1.3%
Bradley M. Colby 36,528 (8) 1.1%
William D. Benjes, Jr. 26,604 (9) *
John W. Hyland, Jr. -0- -0-

- --------------------

+ Percentages calculated in the manner required by SEC regulations.
* Does not exceed one percent (1%) of the class.

(1) Includes 41,659 shares issuable upon the exercise of stock options
granted in 1987, 1988, 1989 and 1993 in consideration of the provision
of advisory services to the Company, all of which are vested.

(2) Includes 53,578 shares issuable upon the exercise of options granted
under the DSOPs, 456,000 shares in a trust over which Mr. Havens
shares voting and investment power and is a beneficiary and 5,000
shares held in the name of Mr. Havens' spouse.

(3) Includes 46,912 shares that may be acquired pursuant to the exercise
of a warrant held in the name of Oil and Gas Finance Limited, an
entity over which Mr. Giard exercises voting control, 413,539 shares
that may be acquired upon the exercise of options, and 28,532 shares
held in trust under the ESOP, all of which are vested.

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(4) Includes 30,811 shares that may be acquired by Mr. Smith pursuant to
the exercise of a warrant; 157,622 shares that may be acquired upon
the exercise of options, and 23,057 shares held in trust under the
ESOP, all of which are vested.

(5) Includes 53,578 shares issuable upon the exercise of options granted
under the DSOPs.

(6) Includes 33,458 shares issuable upon the exercise of options and
18,385 shares held in trust under the ESOP, all of which are vested.

(7) Includes 26,023 shares issuable upon the exercise of options and
16,735 shares held in trust under the ESOP, all of which are vested.

(8) Includes 18,588 shares issuable upon the exercise of options and
17,940 shares held in trust under the ESOP, all of which are vested.

(9) All of such shares are issuable upon the exercise of options granted
under the DSOPs.

(10) Includes an aggregate 782,990 shares which may be acquired by officers
and directors of the Company upon the exercise of options. Also
includes 77,723 shares that may be acquired by executive officers, or
an entity over which Mr. Giard exercises voting control, pursuant to
the exercise of certain warrants. Also includes 104,649 shares held
in trust under the ESOP for executive officers of the Company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

There are no relationships, transactions or indebtedness involving
directors, officers or security holders since the beginning of the Registrant's
last fiscal year that require disclosure under regulations applicable to this
item.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

PRESIDIO OIL COMPANY
-------------------------------------
Registrant

DATE: April 19, 1996 /s/Robert L. Smith
--------------------------------------
President and Chief Operating Officer

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