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                                                                   EXHIBIT 10.15

                              CONVERSION AGREEMENT



         THIS CONVERSION AGREEMENT (the "Agreement"), dated as of November  ,
1995, is made by and between Saba Petroleum Company, a Colorado corporation
("Borrower"), and Capco Resources Ltd., a Canadian corporation ("Lender").

                                    RECITALS

         A.      WHEREAS, Borrower executed a promissory note (the "Note") for
the benefit of Lender dated September 13, 1995 evidencing an obligation to
repay Lender Seven Hundred Five Thousand Nine Hundred Dollars ($705,900) (the
"Outstanding Debt"); and

         B.      WHEREAS, Lender and Borrower wish to provide for the
retirement of a portion of the Outstanding Debt in return for certain shares of
common stock of Borrower (the "Common Stock").

         NOW, THEREFORE, in consideration of the covenants, promises,
conditions and undertakings contained herein, the parties hereto agree as
follows:

                                   AGREEMENT

         1.      Agreement to Convert.  Borrower and Lender hereby agree that
Six Hundred Thousand Dollars ($600,000) of Outstanding Debt shall be converted
into Seventy-Five Thousand (75,000) shares of Common Stock at a conversion
price of Eight Dollars ($8.00) per share.

         2.      Delivery of Stock Certificates; Records.  Upon the delivery by
Borrower to Lender of the stock certificates representing ownership of the
Common Stock converted, with all transfer and other taxes and governmental
charges paid, the Outstanding Debt shall be reduced by a like amount and such
amount shall be entered on the books of Lender as repaid pursuant to the Note.

         3.      Waiver.  Any provision of this Agreement may be waived at any
time by the party which is entitled to the benefit of such provision only by an
instrument in writing duly executed by the parties to this Agreement.

         4.      Modification.  This Agreement may be amended or modified only
by an instrument in writing duly executed by the parties to this Agreement.

         5.      Successors and Assigns; Assignment.  This Agreement shall be
binding upon and inure to the benefit of the successors





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and assigns of the parties hereto; provided, however, that none of the parties
hereto may make any assignment of this Agreement or any interest therein, by
operation of law or otherwise, without the prior written consent of the other
party.

         6.      Choice of Law; Forum Selection and Consent to Jurisdiction.
This Agreement shall be governed by and construed and interpreted in accordance
with the laws of the State of California, without giving effect to the
principles of conflict of laws thereof.  If any dispute, action, proceeding or
litigation arises between the parties based on or arising out of this
Agreement, or any agreement or instrument delivered pursuant to this Agreement,
the parties agree to submit themselves to and irrevocably consent to the
jurisdiction of the courts of the State of California and any federal court
located in the State of California.

         7.      Severability.  In the event any of the provisions of this
Agreement shall by a court or otherwise be declared to be void or
unenforceable, then such provisions shall be severed from this Agreement
without affecting the validity and enforceability of any other of the
provisions of this Agreement, and the parties shall negotiate in good faith to
replace such unenforceable or void provision with a similar clause to achieve,
to the extent permitted by law, the purpose and intent of the provision
declared void or unenforceable.

         8.      Entire Agreement.  This Agreement constitutes the sole and
only agreement of the parties hereto respecting the subject matter of this
Agreement and correctly sets forth the rights, duties, and obligations of each
to the others in relation thereto as of its date.

         9.      Counterparts.  This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which taken together
shall constitute one and the same agreement.





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         IN WITNESS WHEREOF, the parties hereto have executed or caused this
Agreement to be executed as of the day and year first above written.


                                             SABA PETROLEUM COMPANY

                                             
                                             By:
                                                ------------------------------
                                                         Walton C. Vance



                                             CAPCO RESOURCES LTD.


                                             By:
                                                ------------------------------
                                                         Ilyas Chaudhary





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