1
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                FORM 8-K/A No. 1

                                 CURRENT REPORT


                Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934


Date of Report (Date of Earliest Event Reported) July 6, 1999
                                                --------------------------------

                              Oakridge Energy, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



          Utah                        0-8532                   87-0287176
- --------------------------------------------------------------------------------
(State or other jurisdiction      (Commission File            (IRS Employer
     of incorporation)               Number)                  Identification
                                                                  Number)



4613 Jacksboro Highway, Wichita Falls, Texas                      76302
- --------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)



Registrant's telephone number, including area code (940) 322-4772
                                                  ------------------------------


                                       N/A
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


   2
ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         On July 6, 1999, KPMG LLP ("KPMG") resigned as the independent public
accountants for Oakridge Energy, Inc. (the "Company"). KPMG had examined the
financial statements of the Company for its fiscal years ended February 29, 1992
through February 28, 1999. The Board of Directors of the Company has not yet
selected a successor to KPMG.

         KPMG's reports on the Company's financial statements for the Company's
last two fiscal years did not contain any adverse opinion or disclaimer of
opinion and were not modified as to uncertainty, audit scope or accounting
principles. In connection with the audits of the fiscal years ended February 28,
1998 and 1999 and the subsequent interim period up through July 6, 1999, there
were no disagreements between the Company and KPMG on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which, if not resolved to KPMG's satisfaction, would have caused it
to make reference to the subject matter of the disagreements in connection with
its reports on the Company's financial statements for such years.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

    (c)  Exhibits

    (16) Letter from KPMG LLP to the Securities and Exchange Commission.

   3



                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Amendment No. 1 to report to be signed on
its behalf by the undersigned hereunto duly authorized.


                                            OAKRIDGE ENERGY, INC.
                                                 (Registrant)


DATE: July 16, 1999                         By /s/ Sandra Pautsky
                                               ---------------------------------
                                               Sandra Pautsky, President


   4



                                INDEX TO EXHIBITS


         The exhibits filed herewith are filed in accordance with the
requirements of Item 601 to Regulation S-B for filings on Form 8-K. For
convenient reference, each exhibit is listed according to the number assigned to
it in the table to such Item 601.

         (1)   Underwriting agreement - not applicable.

         (2)   Plan of acquisition, reorganization, arrangement, liquidation or
               succession - not applicable.

         (4)   Instruments defining the rights of security holders, including
               indentures - not applicable.

         (16)  Letter re change in certifying accountant - Letter from KPMG LLP
               to Securities and Exchange Commission filed herewith.

         (17)  Letter re director resignation - not applicable.

         (21)  Other documents or statements to security holders - not
               applicable.

         (24)  Consents of experts and counsel - not applicable.

         (25)  Power of attorney - not applicable.

         (27)  Financial Data Schedule - not applicable.

         (99)  Additional exhibits - not applicable.