SECURITIES & EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A-1


                  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter Ended June 30, 1999             Commission File Number: 0-5781


                             HAWKS INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)


             Wyoming                             83-0211955
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)              Identification Number)


                     913 Foster Road, Casper, Wyoming 82601

                    (Address of principal executive offices)



Registrant's telephone number, including area code         (307) 234-1593



                                      N/A

Former name, former address and former fiscal year, if changed since last report

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 the number  of shares outstanding  of each of  the issuer's classes  of
common stock, as of the close of the period covered by this report.



        Class                                     Outstanding at June 30, 1999
------------------------                  ------------------------------------
Capital Stock, $.0l par value                               1,295,338

<PAGE>




                                     INDEX
                                     -----


                                                                 PAGE

PART I      FINANCIAL INFORMATION                                 3

            Consolidated Balance Sheets
                June 30, 1999 and December 31, 1998               4

            Consolidated Statements of Earnings
                Three months and Six Months ended
                June 30, 1999 and 1998                            5

            Consolidated Statements of Cash Flows
                Six months ended June 30, 1999 and 1998           6

            Notes to Consolidated Financial Statements            7

            Management's Discussion and Analysis of
                Financial Condition and Results of Operation     12


PART II     OTHER INFORMATION                                    15

<PAGE>

                         PART 1: FINANCIAL INFORMATION





The accompanying unaudited Consolidated Financial Statements have been  prepared
in accordance with the instructions to Form 10-Q  and do not include all of  the
information and footnotes required  by generally accepted accounting  principles
for  complete  financial  statements.    In  the  opinion  of  management,   all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included.

These statements should be read in conjunction with the Financial Statements and
notes thereto included in the Company's  Annual Report to Shareholders and  Form
10-K for the year ending December 31, 1998.

This quarterly  report contains  some  forward-looking statements  about  future
operations and  expectations of  Hawks Industries,  Inc. and  its  Subsidiaries.
Management believes  they are  reasonable representations  of Hawks  Industries,
Inc., expected  performance  at  this  time.    Actual  results  may  vary  from
Management's stated expectations and projections.
<PAGE>

<TABLE>
<CAPTION>
                    HAWKS INDUSTRIES, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

                                                                              June 30,       December 31,
                                                                                1999             1998
                                                                                ----             ----
                                                                             (unaudited)
<S>                                                                         <C>              <C>
                                  ASSETS
                                  ------
CURRENT ASSETS
      Cash                                                                 $      14,000   $       60,000
      Accounts receivable                                                        790,000          425,000
      Short-term investments                                                     200,000          202,000
      Costs on uncompleted contracts in excess of related billings               101,000           15,000
      Other current assets                                                        66,000           64,000

          Total current assets                                                 1,171,000          766,000

PROPERTY AND EQUIPMENT, net (successful efforts method)                        1,625,000        1,703,000

INVESTMENTS AND OTHER ASSETS
      Note receivable                                                             31,000           35,000
      Land investment                                                            196,000          196,000
      Available for sale investment                                              100,000          100,000
      Other assets                                                               245,000          257,000

                                                                                 572,000          588,000

                                                                           $   3,368,000   $    3,057,000

                   LIABILITIES AND SHAREHOLDERS' EQUITY
                    ------------------------------------
CURRENT LIABILITIES
      Notes payable                                                        $     288,000   $      203,000
      Current maturities of long-term debt                                       134,000          128,000
      Accounts payable                                                           273,000          195,000
      Accrued liabilities                                                         49,000           36,000

          Total current liabilities                                              744,000          562,000


LONG-TERM DEBT                                                                   322,000          340,000

CONTINGENT LIABILITY ( See Note 4)                                                     -               -

SHAREHOLDERS' EQUITY
      Capital stock:
             Preferred stock, $.01 par value; authorized 997,000
               shares; no shares issued                                                -                -
             Common stock, $.01 par value; authorized 5,000,000 shares;
                   Shares issued 1,351,513 in 1999 and 1998                       13,000           13,000
      Capital in excess of par value of common stock                           3,045,000        3,046,000
      Retained (deficit)                                                        (702,000 )       (897,000)
Less Common Stock held in treasury at cost, 56,175 and 6,175
             Shares in 1999 and 1998 , respectively                              (54,000 )         (7,000)

                                                                               2,302,000        2,155,000

                                                                           $   3,368,000   $    3,057,000


<FN>
See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                    HAWKS INDUSTRIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF EARNINGS
            Three Months and Six Months Ended June 30, 1999 and 1998
                                  (Unaudited)


<PAGE>

                                     Three Months Ended        Six Months Ended
                                          June 30,                 June 30,
                                      1999         1998        1999          1998
                                      ----         ----        ----          ----
<S>                                 <C>         <C>          <C>          <C>
Operating revenue:
      Oil and gas                      37,000       45,000 $    71,000  $    142,000
      Environmental                   787,000      716,000   1,499,000     1,120,000
      Gain on sale of assets            1,000            -       1,000         3,000

                                      825,000      761,000   1,571,000     1,265,000

Operating expenses:
      Oil and gas                       7,000       14,000      19,000        43,000
      Environmental                   548,000      525,000   1,075,000       922,000
 Depreciation, depletion and
     amortization                      58,000       52,000     190,000       106,000
      General and administrative       38,000       58,000      70,000       116,000
                                      651,000      649,000   1,354,000     1,187,000
Operating Income from operations      174,000      112,000     217,000        78,000
Other income (expense):
      Other income                      1,000        3,000       3,000        13,000
      Interest income                   3,000        3,000       6,000         7,000
      Interest expense                (17,000 )    (20,000     (31,000 )     (39,000)
      Sale of Buildings                     -       48,000           -        48,000

Income before taxes                   161,000      146,000     195,000       107,000
Provision for taxes:
      Current                               -            -           -             -


Net Income                            161,000      146,000 $   195,000  $    107,000

Weighted average number of
common shares outstanding           1,310,945    1,351,513   1,290,283     1,351,513

Income per common share                   .12          .11 $       .15  $        .08

<FN>
See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                    HAWKS INDUSTRIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                    Six Months Ended June 30, 1999 and 1998
                                  (Unaudited)

                                                                            1999         1998
                                                                            ----         ----
<S>                                                                      <C>           <C>
Cash flows from operating activities:
      Income from operations                                            $   195,000  $   107,000
      Adjustment to reconcile net earnings to net cash provided:
            Depreciation, depletion and amortization                        190,000      106,000
            Impairment of non producing oil and gas property                     -         3,000
            Gain on sale of assets                                           (1,000)     (51,000 )
            Changes in operating assets and liabilities:
            Increase in accounts receivable                                (365,000)    (323,000 )
            Decrease in short-term investments                                2,000        5,000
            Increase in costs in excess of billings
                  and other current assets                                  (88,000)     (17,000 )
            Increase (Decrease)in accounts payable and accrued
                  expenses                                                   91,000      (26,000 )

Net cash flow provided by (used in) operating activities                     24,000     (196,000 )

Cash flows from investing activities:
      Purchases of property and equipment                                  (113,000)    (161,000 )
      Proceeds from sale of properties                                        1,000      455,000
      Decrease (increase) in other assets                                    12,000      (50,000 )
      Decrease in note receivable                                             4,000        2,000
      Decrease in land investment                                                -         6,000
      Increase in available for sale investments                                 -      (100,000 )

Net cash flow provided by (used in) investing activities                    (96,000)     152,000

Cash flows from financing activities:
      Proceeds from debt obligations incurred                               142,000      308,000
      Reduction of debt obligations                                         (69,000)    (254,000 )
      Purchase of common stock                                              (47,000)           -

Net cash provided by financing activities                                    26,000       54,000

Increase (Decrease) in cash and cash equivalents                            (46,000)      10,000

Cash and cash equivalents at beginning of year                               60,000       30,000

Cash and cash equivalents at end of six months                          $    14,000  $    40,000


<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
                    HAWKS INDUSTRIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.  Property and Equipment

Property and equipment at June  30, 1999 and December  31, 1998 consists of  the
following:
<TABLE>
<CAPTION>
                                                                1999         1998
                                                                ----         ----
<S>                                                          <C>           <C>
Nonproducing oil and gas properties, net of valuation
  allowance of $2,000 in 1999 and $2,000 in 1998            $    14,000  $    14,000
Producing oil and gas properties                              1,655,000    1,655,000
Furniture and fixtures                                          374,000      369,000
Transportation equipment                                        196,000      200,000
Buildings and leasehold improvements                            371,000      371,000
Engineering and lab equipment                                 1,351,000    1,258,000
Other                                                            59,000       59,000

                                                              4,020,000    3,926,000
Less accumulated depreciation and depletion                   2,395,000    2,223,000

                                                            $ 1,625,000  $ 1,703,000
</TABLE>

Note 2.  Notes Payable, Long-Term Debt and Pledged Assets

Notes payable at June 30, 1999 and December 31, 1998 are as follow:
<TABLE>
<CAPTION>
                                                                          1999         1998
                                                                          ----         ----
<S>                                                                    <C>           <C>
Short-term note payable due bank, interest at 9.75% due July 2, 1999
  collateralized by accounts receivable                               $    23,000  $     -
Revolving line of credit $200,000, interest at 6.25 % maturing August
  23, 1999, collateralized by certificate of deposit                      200,000      138,000
Revolving line of credit $230,000 interest at Citibank Prime plus /%,
  (8.5% at June 30, 1999) maturing July 13, 1999, collaterialized by
  oil and gas properties                                                   65,000       65,000

                                                                      $   288,000  $   203,000

</TABLE>
Long-Term debt at June 30, 1999 and December 31, 1998 is as follow:
<TABLE>
<CAPTION>
                                                                          1999         1998
                                                                          ----         ----
<S>                                                                    <C>           <C>
Mortgage notes payable to W.D. Hodges and Jim Ferris Properties,
  interest at 9% payable $971 per month until September 17, 2013,
  collateralized by building                                          $    93,000  $    95,000
Mortgage note payable to bank, interest set at 4% above U.S. Treasury
  Bill index for one year each June 1st, (8.66% at June 30, 1999),
  payable $1,181 per month including interest until April 1, 2003,
  collateralized by office building                                        93,000       96,000
</TABLE>
<PAGE>
                    HAWKS INDUSTRIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 2.  Notes Payable, Long-Term Debt and Pledged Assets (cont.)
<TABLE>
<CAPTION>
                                                                          1999         1998
                                                                          ----         ----
<S>                                                                    <C>          <C>
Note payable, State of Wyoming, interest at 4%, due in monthly
  installments of approximately $1,000 including interest until paid,
  unsecured                                                           $    -       $     6,000
Installment loans payable, due at various times from May 2001 to
  April 2002, interest rates from 9.25% to 10%, secured by equipment       79,000       37,000
Note payable Wyoming Industrial  Development Corporation, interest at
  7.33%, payable $3,991 per month including interest until October 5,
  2002, collateralized by equipment.                                      139,000      157,000
Note payable Wyoming Industrial  Development Corporation, interest at
  6.96%, payable  $4,475 per month including  interest until June 15,
  2000, collateralized by equipment.                                       52,000       77,000

                                                                          456,000      468,000
Less current maturities                                                   134,000      128,000

                                                                      $   322,000  $   340,000


</TABLE>
Aggregate maturities of long-term debt are as follow:
<TABLE>
<S>             <C>
1999           $    66,000
2000               113,000
2001                81,000
2002                48,000
2003                13,000
Thereafter         135,000

               $   456,000


</TABLE>
Actual cash payments  for interest during  the periods ended  June 30, 1999  and
1998 were $31,000 and $37,000 respectively.
<PAGE>
                    HAWKS INDUSTRIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 3.  Financial Information Relating to Industry Segments
<TABLE>
<CAPTION>
                                                             1999         1998
                                                             ----         ----
<S>                                                       <C>           <C>
Sales to unaffiliated customers:
      Oil and gas industry                               $    71,000  $   142,000
      Environmental testing and management industry        1,500,000    1,123,000

                                                         $ 1,571,000  $ 1,265,000

Operating profit or (loss):
      Oil and gas industry                               $   (91,000) $    18,000
      Environmental testing and management industry         366,0000      148,000
      Unallocated corporate expenses                         (58,000)     (88,000 )

                                                         $   217,000  $    78,000

Identifiable assets:
      Oil and gas industry                               $   640,000  $   808,000
      Environmental testing and management industry        1,602,000    1,285,000
      Corporate assets                                     1,126,000    1,236,000

                                                         $ 3,368,000  $ 3,329,000

Capital expenditures:
      Oil and gas industry                               $     1,000  $     3,000
      Environmental testing and management industry          112,000      158,000

                                                         $   113,000  $   161,000

Depreciation, depletion and amortization:
      Oil and gas industry                               $   124,000  $    40,000
      Environmental testing and management industry           58,000       52,000
      Other depreciation, depletion and amortization           8,000       14,000

                                                         $   190,000  $   106,000

Interest Income:
      Oil and gas industry                               $        -   $         -
      Environmental testing and management industry               -             -
      Corporate interest                                       6,000        7,000

                                                         $     6,000  $     7,000

Interest Expense:
      Oil and gas industry                               $     3,000  $     3,000
      Environmental testing and management industry           19,000       18,000
      Corporate interest                                       9,000       18,000

                                                         $    31,000  $    39,000


</TABLE>
<PAGE>



                              HAWKS INDUSTRIES, INC

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4. Significant Events

Effective February  1, 1998,  Registrant, Hawks  Industries, Inc.,  and a  third
party investor, entered into an agreement  with the Company's President,  Joseph
J. McQuade, whereby Mr.  McQuade and his  immediate family's stockholdings  were
purchased by a third party investor at  $.10 per share ($2.00 post-split).   The
Company has entered into a severance agreement with Mr. McQuade which includes a
covenant not to compete.  Under the terms of the Agreement, the Company will pay
$50,000 per year for  four (4) years, payable  in semi-monthly installments,  to
McQuade in exchange for  the non-compete provision.   Mr. McQuade, effective  on
the same date, resigned as President of the Company and Chairman of the Board of
Directors.  Mr. Bruce A. Hinchey,  was elected by the  Board of Directors to  be
the President of the Corporation  and James E. Meador,  Jr., was selected to  be
the new Vice-President.  No replacement for Mr. McQuade has been made as of  the
date of this report.

The third party investor, the Anne  D. Zimmerman Revocable Trust dated  November
14, 1991 ("the Trust"),  by acquiring Mr. McQuade's  and his immediate  family's
shares, has 153,167 shares and therefore  has acquired 11.8% of the  outstanding
shares of the Company.  As such, the Trust is deemed to be a controlling person.
The Trustee of the Trust, Anne D. Zimmerman, will not sit on the Company's Board
of Directors, nor will she be an employee or officer of the Company.

Reverse Stock Split

At the Company's Annual Meeting held  on January 8, 1998, the Company  submitted
to a vote of security holders, through the solicitation of proxies or otherwise,
a proposal to effect a 20 for 1 reverse  split which was approved.  The  reverse
split changed the number of shares outstanding from 27,028,194 to 1,351,513.

On November 9, 1998 the Board of Directors of Hawks Industries, Inc.  authorized
the repurchase of up to forty thousand shares of Hawks Industries, Inc.,  common
stock on the open  market or in negotiated  transactions, depending upon  market
conditions.  On March 1, 1999 the  Board of Directors of Hawks Industries,  Inc.
authorized the  repurchase of  an additional  thirty  thousand shares  of  Hawks
Industries, Inc. stock.   Through June  30, 1999 the  Company holds as  Treasury
Stock 56,175 shares or 4.3% of the outstanding common shares.


Note 5. Write Down of impaired oil and gas properties

During the first quarter of 1999, the Company recorded an $80,000 write down  of
its producing  oil  and  gas  properties.   This  write  down  was  recorded  to
depreciation, depletion and  amortization expense.   The Company determined  the
carrying value of these properties was more than fair value. The fair value  was
determined by calculating the  future net cash flows  from the properties  given
the declining performance  and prices received  for oil and  gas.  Earnings  per
share were twenty-one  cents for the  six months ended  June 30,  1999 prior  to
write down and fifteen cents after the write down.

<PAGE>



                             HAWKS INDUSTRIES, INC

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 6. Sales of Buildings

On May 26, 1998, the Company signed an agreement to sell its building located at
7345 6WN Road  and 7383 6WN  Road in Natrona  County, Wyoming to  WERCS, a  non-
public Wyoming Corporation.  As set forth in the agreement, the closing date was
June 1, 1998 and the total sales price for both buildings was $417,000.

The Company's cost in the  buildings was $506,000.   The Company's basis in  the
building was $367,000.  Therefore, the  Company had an approximate $50,000  gain
resulting from the transaction.

The $417,000 was received as $317,000 cash and 10,000 shares WERCS 4%  preferred
convertible stock, with a guaranteed resale value of $100,000.

The majority owner  of WERCS, a  Wyoming Corporation, is  Dr. Gail D.  Zimmerman
whose spouse, through the Anne D.  Zimmerman Revocable Trust, owns 11.8% of  the
outstanding shares of Hawks Industries, Inc.

Note 7. Change In Control of Company

On June  10,  1999,  Hawks  Industries, Inc.  entered  into  an  agreement  with
Universal Equities LTD., David H.  Piepers, The Cornerhouse Limited  Partnership
and Winsome Limited Partnership (Collectively referred to as "Buyers") to secure
a controlling interest in Hawk's Common Stock through a private placement.   The
value placed on  Hawks' shares in  the offer was  $1.60 per share  for at  least
6,250,000 shares  of  common  stock yielding  the  Company  a  consideration  of
$10,000,000.  The  offer also included  the right to  buy additional  14,375,000
shares at the same price.  The maximum consideration to be received by Hawks  is
$33,000,000 if all the additional shares are purchased.

The Terms of the offer require  a payment of at  least $5,000,000 in cash,  with
the remainder of the consideration being paid in cash and/or transfer of  buyers
rights to a debt  obligation from North Star  Exploration, Inc. ("North  Star"),
and/or North Star  common stock, and/or  Zeus Exploration,  Inc. ("Zeus)  common
stock.   North Star  is a  private Nevada  Corporation with  options on  mineral
rights covering approximately 7,000,000 acres in Alaska.

The Agreement also requires the redemption of shares in Hawks owned by Bruce  A.
Hinchey, James  E. Meador,  Jr. and  the Anne  D. Zimmerman  Revocable Trust  in
exchange for certain assets of the Company.

The private placement and redemption of  shares described above will be  subject
to Hawks Shareholders approval at its Annual Meeting in September or October.

As a result of this transaction, the controlling interest in Hawks will be owned
by the Buyer Group which will focus on its mineral claims in Alaska.
<PAGE>

                    HAWKS INDUSTRIES, INC.  AND SUBSIDIARIES

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

Liquidity and Capital Resources:
--------------------------------

During the first six months of 1999 net cash from operating activities increased
by $24,000 compared  to a decrease  of $196,000 in  the corresponding period  in
1998.   This increase  was  the result  of  a 33%  increase  in sales  from  the
Company's environmental  testing  and  management segment  over  the  comparable
period in 1998.   The  increase in  sales created  $217,000 in  net income  from
operations for  the  Company  as a  whole,  even  if the  increase  in  accounts
receivable reduced  cash flows  from operating  activities by  $365,000 for  the
period.  Depreciation, depletion and amortization for the six months ended  June
30, 1999 was $84,000 higher than the six months ended June 30, 1998, largely due
to a  one  time  write off  of  oil  and gas  properties  through  depreciation,
depletion and  amortization. (See  note 5  Write  down of  impared oil  and  gas
properties).

Capital expenditures  for the  six  months ended  June  30, 1999  were  $142,000
compared to $161,000 in the  first six months of  1998.  The $113,000  equipment
purchased in the first  six months of  1999 was mainly  for equipment needed  on
several large jobs in the Company's environmental testing and management segment
completed in that period.

Proceeds from debt obligations increased by $113,000 in the first six months  of
1999 compared to  $308,000 in the  same period in  1998.  The  Company is  still
using accounts receivable as  collateral for short-term  loans for current  cash
demands in its environmental testing and management segment.

The following information is provided for the six months ended June 30, 1999 and
1998:
<TABLE>
<CAPTION>
<PAGE>

                                                 1999          1998
                                                 ----          ----
<S>                                            <C>           <C>
Working Capital                              $   427,000   $   152,000
Long-term debt to equity                           1:7.1         1:5.4
Cash provided by (utilized by operations)    $    24,000   $  (196,000 )
Cash and short-term investments available    $   214,000   $   240,000
</TABLE>

Results of operations:
---------------------

In the six months ended June 30,  1999 the Company reported $195,000 net  income
compared to $107,000 net income in the six months ended June 30, 1998 or an  82%
increase.  The Company also had $161,000  net income for the quarter ended  June
30, 1999 compared to $146,000 in the corresponding quarter in 1998.  The Company
has shown net income for five continuos quarters.

Environmental testing and management:

Environmental testing and  management revenues increased  to $1,499,000 in  1999
from $1,120,000 in 1998, a 33% increase for  the six months ended June 30,  1999
over the same period in 1998.  Revenues for the quarter ended June 30, 1999 were
$787,000 compared to $716,000 in 1998.  The increase in 1999 was largely due  to
the Company  acquiring  one  large  contract  in  the  first  six  months  while
maintaining  the  Company's   regular  clients.     Environmental  testing   and
management's operating expenses  were also higher  by $153,000,  a 17%  increase
over the six months ended  June 30, 1998.   Operating expenses were $548,000  in
the quarter ended  June 30, 1999,  compared to $525,000  in the  same period  in
1998, a 4% increase.   The increases  in operating expenses  were the result  of
additional work as noted above.  Shown below is a table showing net revenue  and
operating expenses for the Company's environmental industry:
<PAGE>
<TABLE>
<CAPTION>
                            Six Months Ended                   Quarter Ended
                                June 30,                          June 30,
                           1999             1998            1999             1998
                           ----             ----            ----             ----
<S>                    <C>              <C>             <C>              <C>
Sales                $    1,499,000   $   1,120,000   $      787,000   $      716,000
Operating Expenses        1,075,000         922,000          548,000          525,000

                     $      424,000   $     198,000   $      239,000   $      191,000


</TABLE>

Oil and gas:

Oil and Gas revenues  declined from $142,000  in the six  months ended June  30,
1998 to $71,000 for the six  months ended June 30, 1999.   Oil and gas  revenues
declined by $8,000  in the quarter  ended June 30,  1999 from the  corresponding
quarter in 1998, an 18% decrease.  This decrease was the result of lower  prices
for the Company's oil and gas sales and declining production.  During the  first
six months of  1998 the  Company collected on  an after  payout agreement,  that
covered several years.  Oil and gas expenditures were $19,000 in the six  months
ended June 30, 1999 compared to $43,000 in  the six months ended June 30,  1998.
Oil and gas expenditures were also lower for the quarter ended June 30, 1999  by
$7,000 from the corresponding quarter in 1998.   This decline was mainly due  to
fewer wells producing due to lower oil and gas prices.

Below is a table  showing revenues and operating  expense for the Company's  oil
and gas segment:
<TABLE>
<CAPTION>
                            Six Months Ended                  Quarter Ended
                                June 30,                         June 30,
                           1999            1998            1999            1998
                           ----            ----            ----            ----
<S>                    <C>             <C>             <C>              <C>
Sales                $      71,000   $      142,000  $       37,000   $      45,000
Operating Expenses          19,000           43,000           7,000          14,000

                     $      52,000   $       99,000  $       30,000   $      31,000


</TABLE>

Additional information:

The Company had depreciation, depletion and  amortization (DD&A) of $190,000  in
the first six months  of 1999 compared to  $106,000 in the  first six months  of
1998.   Eighty thousand  dollars of  this  increase was  from  a write  down  of
impaired oil and gas properties (see Note  5-Write down of impaired oil and  gas
properties).  DD&A for the  quarter ended June 30,  1999 was $6,000 higher  than
the corresponding quarter in 1998 as DD&A was recorded on new purchases acquired
during the quarter.

General and administrative costs were $70,000 for the six months ended June  30,
1999 compared to $116,000 for the six months ended June 30, 1998.  This decrease
was due to  decreases in  staff and  other cost  cutting efforts.   General  and
administrative costs were  also down from  $58,000 in 1998  to $38,000 in  1999;
this was also due to decreases in staff and other cost cutting efforts.

Interest expense was $31,000 for the six months ended June 30, 1999, compared to
$39,000 for the six months ended  June 30, 1998.  This  decrease was due to  the
Company selling its properties  on 6WN Road in  Natrona County, Wyoming in  1998
and no longer  having the associated  notes payable on  these properties in  the
first six months of 1999.  Interest expense for the quarter ended June 30,  1999
and 1998 were relatively constant.
<PAGE>

Income taxes:

The Company has  significant net  operating loss  carryforwards, investment  tax
credit carryforwards and other carryforward items, and accordingly should not be
liable for ordinary income taxes.

In addition, should the Company utilize  certain loss carryforwards, which  were
earned prior to the date of  the Company's quasi reorganization at December  31,
1988, Financial Accounting  Statement No. 109  requires that  deferred taxes  be
provided.  The Company has taken the position that to provide such disclosure is
not only meaningless  but also somewhat  distortive.  As  of the second  quarter
1999 no such income tax provision would have been necessary.

Year 2000 Compliance
--------------------

The Company computer systems, software and related technologies are affected  by
the Year  2000  compliance issue.    We  have been  identifying  and  correcting
applications to ensure that all  of our key computer  systems will be Year  2000
compliant by December 1999.  The Company  is also in the process of  determining
if some of its accounting software should be replaced.  We are also working with
our vendors  and suppliers  to ensure  their compliance.   It  appears that  the
Company  will  have  no  trouble  meeting  this  goal.    Cost  to  modify  such
applications have and  are estimated,  to remain  immaterial to  our results  of
operations or financial condition.
<PAGE>

                           Part 11 OTHER INFORMATION




Item 6. Exhibits and Reports on Form 8-K

Items filed on 8-K.

On June  10,  1999,  Hawks  Industries, Inc.  entered  into  an  agreement  with
Universal Equities LTD.,  David H. Pipers,  The Cornerhouse Limited  Partnership
and Winsome Limited Partnership (Collectively referred to as "Buyers") to secure
a controlling interest in Hawks Common  Stock through a private placement.   The
value placed on  Hawks' shares in  the offer was  $1.60 per share  for at  least
6,250,000 shares  of  common  stock yielding  the  Company  a  consideration  of
$10,000,000.  The offer also included the right to buy an additional  14,375,000
shares at the same price.  The maximum consideration to be received by Hawks  is
$33,000,000 if all the additional shares are purchased.

The Terms of the offer require  a payment of at  least $5,000,000 in cash,  with
the remainder of the consideration being paid in cash and/or transfer of  buyers
rights to a  debt obligation from  North Star Exploration,  Inc.  (North  Star),
and/or North Star  common stock, and/or  Zeus Exploration,  Inc. ("Zeus)  common
stock.   North Star  is a  private Nevada  Corporation with  options on  mineral
rights covering approximately 7,000,000 acres in Alaska.

The Agreement also requires the redemption of shares in Hawks owned by Bruce  A.
Hinchey, James  E. Meador,  Jr. and  the Anne  D. Zimmerman  Revocable Trust  in
exchange for certain assets of the Company.

The private placement and redemption of  shares described above will be  subject
to Hawks Shareholders approval at its Annual Meeting in September or October.

As a result of this transaction, the controlling interest in Hawks will be owned
by the Buyer Group which will focus on its mineral claims in Alaska.


Exhibits

On March 1, 1999 the Board of Directors of Hawks Industries, Inc. authorized  an
additional repurchase of 30,000 shares.

Through June 30, 1999, The Company has 56,175 shares or 4.3% of the  outstanding
common shares held as Treasury Stock
<PAGE>
                                   SIGNATURES


Pursuant to the requirements 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.




HAWKS INDUSTRIES, INC. (Registrant)



Date: February 11, 2000                BY:/s/Bruce A. Hinchey
Bruce A. Hinchey, President and
Chief Executive Officer

Date: February 11, 2000                BY:/s/Bill Ukele
Bill Ukele, Controller and
Chief Financial Officer