U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                       For the Quarter Ended June 30, 1999

                                       OR

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

                         COMMISSION FILE NUMBER 0-14846

                         BONNEVILLE PACIFIC CORPORATION
             (Exact Name of Registrant as specified in its charter)

 Delaware                                87-0363215
 (State or other jurisdiction of         (I.R.S. employer identification No.)
 incorporation or organization)

              50 West 300 South, Suite 300 Salt Lake City, UT 84101
                    (Address of principal executive offices)


       Registrant's telephone number, including area code: (801) 363-2520


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required  to be filed by  Section  13 or 15(d) of the  Exchange  Act  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 [ ]

             APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                    PROCEEDINGS DURING PRECEDING FIVE YEARS

     Indicate by check mark whether the  Registrant  has filed all documents and
reports  required  to be filed  by  Section  12,13  or  15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes [X] No [ ]

                  Common Stock Outstanding at August 11, 1999 -
                7,227,390 shares of $.01 par value Common Stock.



<PAGE>

                                   FORM 10-Q
                       FINANCIAL STATEMENTS AND SCHEDULES
                BONNEVILLE PACIFIC CORPORATION AND SUBSIDIARIES

                       FOR SIX MONTHS ENDED JUNE 30, 1999

     The following financial  statements and schedules of the registrant and its
consolidated subsidiaries are submitted herewith:

                         PART 1 - FINANCIAL INFORMATION

                                                                      Page of
                                                                      Form 10-Q

Item 1.   Financial Statements:
          Condensed Consolidated Balance Sheet - December 31, 1998
          and June 30, 1999                                                4
          Condensed Consolidated Statements of Operations and
          Comprehensive Income for Six Months and Three Months
          ended June 30, 1999                                              5
          Condensed Consolidated Statements of Cash Flows - for the
          Six Months and Three Months ended June 30, 1999`                 6
          Note to Condensed Consolidated Financial Statements              7

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                        9

Item 3.   Quantitative and Qualitative Disclosures About Market Risk      16


                           PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                               17

Item 2.   Changes in Securities and Use of Proceeds                       17

Item 3.   Defaults Upon Senior Securities                                 17

Item 4.   Submission of Matters to a Vote of Security Holders             17

Item 5.   Other Information                                               17

Item 6    Reports on Form 8-K                                             17

Item 6(a) Exhibits                                                        17

          Financial Data Statement                                        19

          Signatures                                                      18

<PAGE>

<TABLE>

                         BONNEVILLE PACIFIC CORPORATION
                                AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS


($ in Thousands)
                                                           30 JUNE       31 DEC
<S>                                                           <C>          <C>
                                                              1999         1998

ASSETS

CURRENT ASSETS
Cash and cash equivalents                                   $ 10,062    $ 16,018
Restricted cash                                                1,209         534
Receivables                                                    3,198       6,255
Other current assets                                             721         343
                                                            --------    --------
Total Current Assets                                          15,190      23,150

PROPERTY, PLANT AND EQUIPMENT, at cost:
Oil and gas properties                                        35,968      32,424
Property, plant and equipment                                  3,128      10,086
Accumulated depreciation, depletion, amortization
and impairment                                               (21,555)    (26,991)
                                                            --------    --------
Total property, plant and equipment                           17,541      15,519

INVESTMENTS AND OTHER ASSETS:
Investments in affiliated companies                            8,948       7,584
Other assets                                                     312         361
                                                            --------    --------
Total investments and other assets                             9,260       7,945
                                                            --------    --------
Total Assets                                                $ 41,991     $46,614
                                                            ========    ========

LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
Accounts payable and accrued liabilities                    $  2,448     $11,953
Other current liabilities                                        949         476
                                                           ---------     -------
Total current liabilities                                      3,397      12,429

LONG-TERM LIABILITIES:
Bank debt                                                      8,700       5,850
                                                           ---------     -------
Total liabilities                                             12,097      18,279

STOCKHOLDERS' EQUITY
Common stock                                                      72          72
Additional paid-in capital                                   160,735     160,735
Accumulated deficit                                         (130,615)   (132,090)
Cumulative translation adjustments                              (298)       (382)
                                                           ---------    --------
Total Stockholders' Equity                                    29,894      28,335
                                                           ---------    --------

Total Liabilities and Stockholders' Equity                   $41,991     $46,614
                                                           =========    ========

</TABLE>


<PAGE>

<TABLE>

                         BONNEVILLE PACIFIC CORPORATION
                                AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                            AND COMPREHENSIVE INCOME

<S>                                <C>           <C>        <C>       <C>

($ In Thousands)
                                   Three Months Ended       Six Months Ended
                                        June 30                  June 30
                                   1999           1998      1999      1998
                                   __________________________________________

REVENUES:
Oil and gas sales                  $2,691         $1,709    $4,560    $3,468
Energy marketing revenues           2,333          1,974     9,950     4,376
Facilities operations and
maintenance                         1,042          1,110     2,113     2,076
Electric cogeneration                 477            479       784       786
                                   ------         ------    ------    ------
Total Revenues                      6,543          5,272    17,407    10,706

OPERATING EXPENSES:
Oil and gas production              1,261            676     1,930     1,363
Energy marketing costs              2,298          1,947     9,742     4,409
Facilities, operations maintenance
costs                                 688            703     1,490     1,426
Electric cogeneration                 374            324       773       785
Depreciation, depletion and
amortization                          823            530     1,346     1,038
Exploration and other oil and
gas expense                           394            111       638       183
Selling, general and administrative
expense                             1,048            657     2,227     1,191
                                   ------         ------    ------    ------
Total Operating Expenses            6,886          4,948    18,146    10,395

OPERATING PROFIT (LOSS)              (343)           324      (739)      311

OTHER INCOME (EXPENSE):
Interest expense                     (125)        (1,893)     (251)   (3,765)
Equity in net earning of
affiliated company                  1,544          1,465     1,963     2,326
Reorganization items                  (20)         1,536       (71)    3,301
Other income (expense), net           351            229       573       497
                                   ------         ------    ------    ------
Total Other Income (expense)        1,750          1,337     2,214     2,359
                                   ------         ------    ------    ------

NET INCOME                          1,407          1,661     1,475     2,670

OTHER COMPREHENSIVE INCOME
Foreign currency translation
adjustments                            15              0        84         0
                                   ------         ------    ------    ------
COMPREHENSIVE INCOME               $1,422         $1,661    $1,559    $2,670
                                   ======         ======    ======    ======
Basic earnings per share           $  .19         $  .56    $  .20    $  .91


</TABLE>

<PAGE>

                         BONNEVILLE PACIFIC CORPORATION
                                AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                     FOR THE SIX MONTHS ENDED JUNE 30, 1999
<TABLE>
<S>                                                    <C>            <C>

($ in Thousands)

                                                       1999           1998

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                              1,475          2,670
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation, depletion and amortization                1,346          1,038
Equity in investee earnings                            (1,963)        (2,326)
Gain on sale of property                                  (80)             0
Changes in assets and liabilities:
     Accounts Receivable                                3,057          5,141
     Other current assets                                (385)            91
     Accounts payable and accrued liabilities          (9,032)         1,940
     Other                                                 81           (146)
                                                       -------        -------
Net Cash provided by (used for) operating
activities                                             (5,501)         8,408

CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of property, plant and equipment                     515              0
(Increase) in restricted cash                            (675)           (58)
Additions to property, plant and equipment             (3,795)        (3,119)
Cash received from investee                               600              0
(Increase) decrease in other assets                        50             46
                                                       -------        -------
Net cash used for investing activities                 (3,305)        (3,131)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from debt                                      2,850            600
                                                       -------        -------
Net cash provided by financing
activities                                              2,850            600
                                                       -------        -------

INCREASE (DECREASE) IN CASH                            (5,956)         5,877

CASH AND EQUIVALENTS at beginning of period            16,018        154,065
                                                       -------       --------
CASH AND EQUIVALENTS at end of period                  10,062        159,942
                                                       =======       ========

</TABLE>
<PAGE>
                         BONNEVILLE PACIFIC CORPORATION
                                AND SUBSIDIARIES

              NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.   Basis of Presentation

     The condensed  consolidated  financial  statements  include the accounts of
Bonneville  Pacific  Corporation  ("BPC")  and  its  wholly-owned  subsidiaries,
Bonneville  Nevada  Corporation  ("BNC"),  Bonneville  Pacific Services Company,
Inc.,  ("BPS")  and  Bonneville  Fuels  Corporation   ("BFC").  All  significant
intercompany balances and transactions have been eliminated in consolidation.

     The financial  statements  have been  prepared  without audit in accordance
with  generally  accepted  accounting  principles  pursuant  to  the  rules  and
regulations  of the  Securities  and  Exchange  Commission.  In the  opinion  of
management,  the accompanying financial statements include all adjustments which
are necessary  for a fair  presentation  of the results for the interim  periods
presented,  such  adjustments  being  of  a  normal  recurring  nature.  Certain
information and footnote  disclosures have been condensed or omitted pursuant to
such  rules and  regulations.  The  December  31,  1998  condensed  consolidated
financial statements were derived from the audited balance sheet of the Company.
It is suggested that these condensed consolidated financial statements and notes
thereto be read in conjunction  with the consolidated  financial  statements and
notes thereto included in the Form 10K of Bonneville Pacific Corporation for the
year ended December 31, 1998.  Results of operations in interim  periods are not
necessarily indicative of results to be expected for a full year.

SALE OF ALL OR PART OF THE COMPANY

     The Company previously  announced that it had appointed CIBC Oppenheimer as
the Company's  financial  advisor.  CIBC Oppenheimer has been retained to assist
the Company in defining  strategic  and financial  alternatives  relating to the
Company's operations.

     CIBC Oppenheimer has developed an analysis of the Company's  operations and
potential  valuations of the Company under a variety of  alternative  strategies
and has  recommended to the Board of Directors that the Company's  operations be
sold or merged with one or more other companies.  CIBC Oppenheimer has solicited
bids from  interested  parties and is assisting in the evaluations of those
bids.  All assets of the Company are thus considered to be held for sale and
will be operated until a sale is consummated.

     On June 29, 1999,  the Company sold its interest in the Kyocera  project to
the project  thermal host and  electricity  purchaser.  Kyocera America Inc. for
$515,000.  The project was a 3.2 MW cogeneration facility originally constructed
in  1989 at a cost of  approximately  $7,200,000.  Since  its  construction  the
Kyocera  project has been reduced in value through  depreciation  and impairment
charges  to a value of  approximately  $435,000.  At the time of sale an $80,000
gain was recorded.

     On August 12, 1999 the Company  announced  that it has entered into a Stock
Purchase  Agreement  with  CEC  Resources,  Ltd.  for  the  sale  of  all of the
outstanding shares of Bonneville Pacific's wholly-owned  subsidiary,  Bonneville
Fuels Corporation (BFC). BFC is the Company's oil and gas subsidiary.  The Stock
Purchase Agreement  provides that if the transaction is completed,  the purchase
price of  approximately  $24,000,000  will be  payable in cash at  closing.  The
proposed sale of the shares of BFC is subject to certain adjustments and various
conditions  which may include,  the approval of the stockholders of the Company.
Although management believes that the sale transaction will be completed,  there
can be no assurance that the sale transaction will be closed.

<PAGE>

SEGMENT INFORMATION:

     The Company has identified the following segments: BFC, BNC and BPS. BFC is
primarily  engaged in oil and gas production,  exploration and energy marketing.
BNC owns a 50% interest in Nevada Cogeneration  Associates #1 (NCA#1), a company
engaged in  cogeneration  activities.  BPS is  primarily  engaged  in  providing
operational  and maintenance  services to  cogeneration  plants and is currently
responsible  for the Companies  development  work in  Mexico.  BPS  also has an
interest in an additional cogeneration facility in the start-up phase in Mexico.

     The accounting  policies of the segments are the same as those described in
the summary of significant  account  policies in the Company's  Annual Report on
Form  10-K.  The  Company  evaluates  performance  based on  profit or loss from
operations before reorganization items and income taxes.

<TABLE>

($ in Thousands)

                              BFC            BNC           BPS        *BPC      Total
<S>                           <C>            <C>           <C>        <C>       <C>

June 30, 1999
Revenues from external
customers                     $ 14,510       $      -      $ 2,113   $   784   $ 17,407
Interest income from
non-reorganization items            48             58           38        95        239
Interest expense                   251              -            -         -        251
Operating expense               13,365              -        1,490       730     15,585
Selling, general and
administrative                     822             11          485       909      2,227
Equity in investee earnings          -          1,963            -         -      1,963
Segment profits (loss) before
reorganization items               120          2,010          176      (760)     1,546
Segment assets                $ 20,924      $  12,683     $  5,665  $  2,719   $ 41,991

June 30, 1998
Revenues from external
customers                     $  7,844      $       -     $  2,076  $    786   $ 10,706
Interest income from
non-reorganization items            29             15           52                   96
Interest expense                    85                                 3,680      3,765
Operating expense                6,726                       1,434       642      8,802
Selling, general and
administrative                     466             26          215       484      1,191
Equity in investee earnings                     2,326                             2,326
Segment profits (loss) before
reorganization items               596          2,315          479    (4,020)      (630)
Segment assets                $ 16,642      $   9,712     $  4,827  $159,751   $190,932

<FN>
*Contains the operating results of the Kyocera Project sold on June 29, 1999.
</FN>

</TABLE>

  <PAGE>

                                     ITEM 2

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

Forward Looking Statements and Risks:

     This  Quarterly  Report on Form 10-Q includes  forward  looking  statements
within the  meaning  of  Section  21E of the  Securities  Exchange  Act of 1934.
Although the Company  believes  that its  expectations  are based on  reasonable
assumptions, it can give no assurance that its goals will be achieved. Important
factors that could cause actual results to differ  materially  from those in the
forward looking statements herein include political  developments in Mexico; the
ability of the  Company to  penetrate  new retail  natural  gas and  electricity
markets in the United States and Mexico;  the timing and extent of  deregulation
of  energy  markets  in the  United  States  and  in  Mexico;  other  regulatory
developments  in the United States and in Mexico,  including tax legislation and
regulations;  the extent of efforts by governments to privatize  natural gas and
electric  utilities  and other  industries;  the timing and extent of changes in
commodity prices for crude oil, natural gas,  electricity,  foreign currency and
interest  rates;  the extent of the  Company's  success in acquiring oil and gas
properties and in discovering, developing, producing and marketing reserves; the
timing  and  success of the  Company's  efforts to  develop  new  projects;  the
Company's  success  in  implementing  its Year  2000  Plan,  and the  Year  2000
readiness of outside  entities;  and the Company's ability to access the capital
markets and equity  markets  during the periods  covered by the forward looking
statements,  which will depend on general  market  conditions  and the Company's
ability to maintain  or increase long-term debt facilities.


     These  forward-looking  statements  are  based  on  the  Company's  current
expectations.  Although the Company believes that the expectations  reflected in
such forward-looking  statements are reasonable, there can be no assurance that
such expectations will prove to be correct.  Because forward-looking  statements
involve  risks and  uncertainties,  the  Company's  actual  results could differ
materially.  Important  factors  that  could  cause  actual  results  to  differ
materially from the Company's expectations are disclosed hereunder and elsewhere
in this Form 10-Q.  These  forward-looking  statements  represent  the Company's
judgment  as of the date of this Form  10-Q.  All  subsequent  written  and oral
forward-looking  statements  attributable to the Company are expressly qualified
in their entirety by the Cautionary Statements. The Company disclaims,  however,
any intent or obligation to update its forward-looking statements.


General

     On  December  5, 1991,  BPC filed a  voluntary  petition  for relief  under
Chapter 11 of Title 11 of the Federal Bankruptcy Code.  From December 5, 1991
until November 2, 1998, BPC operated under the jurisdiction of the United States
Bankruptcy Court.  The discussion that follows, of necessity, compares a period
during bankruptcy, the first six months of 1998 and the second quarter of 1998,
to non-bankruptcy periods, the first six months of 1999 and the second quarter
of 1999.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

CAPITAL COMMITMENTS

     The  Company's  current  cash  balance  is  primarily  used to  fund  daily
operations, to complete the development of oil and gas properties,  and complete
the CONAV project located in Mexico.  No new power projects or major oil and gas
development  activities are scheduled  until the conclusion of the sales process
discussed  in the  footnote to the  financial  statements.  During the first six
months  of  1999  approximately  $3,500,000  in  oil  and  gas  exploration  and
development  expenditures  were  capitalized,  approximately  $1,300,000 of that
amount was  capitalized  during the second  quarter of 1999.  This  compares  to
$2,300,000 in oil and gas expenditures being capitalized in the first six months
of 1998.  Approximately  $180,000  has been  capitalized  in 1999 as part of the
CONAV project.

     Funding for the  Company's  working  capital  obligations  was  provided by
internally  generated  cash flow and bank debt.  The Company's  primary  capital
resources  are net cash provided by operating  activities,  the sale of Kyocera,
and dividends from the NCA#1 partnership and proceeds from financing activities.
The  Company  expects  that  these  resources  will be  sufficient  to fund  its
remaining capital commitments.

OPERATING ACTIVITIES

     Net cash used by operating activities was  $5,501,000 during the six months
ended June 30, 1999, as compared to net cash provided by operating activities of
$8,408,000 for the same period in 1998.  The decrease was  primarily due to the
payment of $3,714,000 of professional fees and an escrow liability of $2,298,000
accrued  in 1998  and paid in the  first  quarter  of  1999. The  1998  amount
primarily reflected proceeds from claims settlements.

FINANCING ACTIVITIES

     The oil and gas  exploration  and  development  was funded from  internally
generated  cash  flows  and  additional  bank  debt  of  $2,850,000.  BFC had an
outstanding  balance under its credit facilities of $8,700,000 at June 30, 1999,
plus an additional  $2,500,000 of outstanding  letters of credit  securing hedge
positions,  leaving  approximately  $6,900,000  of additional  unused  borrowing
capacity available.

RESULTS OF OPERATIONS

First Six Months of 1999 as compared to the First Six Months of 1998

     The Company  reported net income of $1,475,000  for the first six months of
1999 compared to $2,670,000 for the first six months of 1998.  Bankruptcy  items
are as follows:

<TABLE>
<S>                                <C>            <C>            <C>

($ in Thousands)
                                        Six Months Ended
                                   06/30/99       06/30/98       Difference
                                   ----------------------------------------
Interest Expense                        -          ($3,680)         $3,680
Interest Income                         -            3,998          (3,998)
Professional Fees                    ($73)            (617)            544
Other                                   2              (80)             82
                                   --------        --------        --------
                                      (71)            (379)            308

</TABLE>

<PAGE>

NEVADA COGENERATION ASSOCIATE #1 (NCA#1)

     NCA#1 results are not  consolidated  as the Company is not a majority owner
of NCA#1, but the Company's  portion of operating profit is reflected as accrued
equity earnings.  The Company's 50% portion of NCA#1's  operating profit totaled
$1,963,000  for the first six months of 1999 compared to $2,326,000 for the same
period in 1998.  The  $363,000  decrease in the  Company's  share of profits was
primarily due to the expenses associated with the scheduled  installation of
selective  catalytic  reduction  equipment during  the  first  quarter and the
corresponding  increase in  maintenance  costs during that  period.  Maintenance
costs were $654,000 higher in 1999, fuel costs and other operating costs were
also higher.

KYOCERA PROJECT

     The Kyocera  Project was sold in June of 1999,  recording an $80,000  gain,
but operating  losses for the first six months of 1999 totaled $28,000  compared
to a loss of $44,000 for the first six months of 1998.  The loss  reduction  was
the result of reduced fuel, parts and licensing costs.

COGENERATION PROJECT DEVELOPMENT

     The  CONAV  project  is  still  in  start-up,  primarily  waiting  for  the
installation of water treatment  equipment and customers written acceptance of a
proposal to complete the project by CONAV.  The project is still scheduled to be
completed in 1999.

OPERATING AND MAINTENANCE OPERATIONS

     The  Company's  operating  and  maintenance  group  increased  revenues  by
$37,000 to $2,113,000 in the first six months of 1999 compared to $2,076,000 in
the  same  period  of 1998.  The  operating  and  maintenance  group's  expenses
increased by $64,000 to $1,490,000.

<PAGE>

OIL AND GAS OPERATIONS AND ENERGY MARKETING

     As  mentioned  in the  footnote  to the  financial  statements  the Company
announced on August 12, 1999 the  agreement to sell its oil and gas  subsidiary,
Bonneville Fuels and its related subsidiaries for approximately $24,000,000. The
transaction is scheduled to be completed or early fourth quarter 1999.

     Oil and gas production revenue increased  $1,092,000 or 31.5% to $4,560,000
in the six months ended June 30, 1999  compared to  $3,468,000 in the six months
ended June 30,  1998.  Natural gas  volumes  produced in the first six months of
1999 increased 514,000 mcf or 31.9% to 2,121,000 mcf from 1,607,000 mcf in
the six months ended June 30, 1998. Oil volumes produced  decreased 3,500 bbls
or 9.4% to 33,700 bbls in the six months ended June 30, 1999 from 37,200
bbls in the six months ended June 30, 1998.  The average realized price
received for oil production declined 6.4% to $13.33 per bbls in the first six
months of 1999 from $14.25 per bbls in the first six months of 1998.  The
average realized price received for gas production increased 10.2% to $1.94 per
mcf in the first six months of 1999 from $1.76 per mcf in the first six
months of 1998.  Prices received for gas production are net of hedging gains
and/or losses in the respective periods.

     The increases in natural gas production  resulted from successful  drilling
and  recompletion  activities in various basins,  particularly in western Kansas
and in the Permian Basin of New Mexico.  Some of these  increases were partially
offset by production declines on previously existing properties.

Oil and Gas Production Cost

     Oil and gas  production  cost  consists  of  lease  operating  expense  and
production/severance  taxes. Total production costs increased 41.6% in the first
six  months of 1999 to  $1,930,000  from  $1,363,000  in the first six months of
1998.  Total production costs per mcf equivalent MCFE decreased 7.0% to $.79 per
MCFE in the first six  months of 1999 from $.85 per MCFE in the first six months
of 1998  excluding the well  connection  fees as described  herein.  The primary
reason for the  overall  increase  was the accrual of well  connect  fees in the
amount of $250,000.  The fees are a result of a 1997 agreement which contained a
contingency clause whereby certain cost would need to be reimbursed to the party
providing the well connectioons if various  production levels were not attained.
Those levels will not be attained.

Gas Marketing

     Gas marketing  revenue increased 127.5% in the first six months of 1999 to
$9,950,000  from  $4,376,000  in the first six  months  of 1998.  Gas  marketing
related expenses  increased 120.9% to $9,742,000 in the first six months of 1999
from  $4,409,000  in the first six months of 1998.  The Company  entered  into a
management  contract  which includes the first quarter of 1999 for the purchase
and sale of a high volume of natural  gas.  The contract was not in place in the
first quarter of 1998, and was terminated on April 30, 1999.

Depreciation, Depletion, Amortization and Impairment

     Depreciation,  depletion,  amortization (DD & A) expense increased 27.5% in
the first six months of 1999 to $1,213,000  from $951,000 in the first six month
of 1998. DD & A per MCFE of gas produced  decreased 3.4% to $.57 per MCFE in the
six months ended June 30, 1999  compared to over $.59 per MCFE in the six months
ended June 30, 1998.

     An impairment loss was taken in the first six months of 1999 in the amount
of $60,000.  It was related to a property in Oklahoma which was drilled in 1998.
There were no impairment allowances taken in the six months ended June 30, 1998.

<PAGE>
Exploration Expense

     Exploration  expense primarily  includes  unsuccessful  drilling cost, and
Geological and Geophysical (G & G) costs.  Exploration  expense increased in the
six months  ended June 30, 1999  248.6% to $638,000  from  $183,000 in the six
months ended June 30, 1998. The Company  expensed  unsuccessful  drilling in the
amount of  $199,000  in the  first six  months  of 1999.  The  Company  expensed
unsuccessful  drilling in the amount of $25,000 in the six months ended June 30,
1998.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     The Company's selling, general and administrative expenses were $1,036,000
higher  in the first  six  months of 1999 than in the first six  months of 1998.
This large increase was due primarily to staff  increases  initiated in mid-1998
to support  development  activities as the Company exited  bankruptcy as well as
increased professional fees in support of the sales process.

Second Quarter of 1999 as compared to the Second Quarter of 1998

     The  Company  for  the  second  quarter  of 1999  reported  net  income  of
$1,407,000 compared to $1,661,000 for the second quarter of 1998. Items relating
to the Bankruptcy were as follows:

<TABLE>
<S>                                <C>            <C>            <C>

($ in   Thousands)
                                   2nd Quarter    2nd Quarter
                                   1999           1998           Difference
                                   ----------------------------------------
Interest Expense                        -         ($1,869)       $1,869
Interest Income                         -           2,006        (2,006)
Professional Fees                    ($22)           (390)          368
Other                                   2             (80)           82
                                   -------        --------       -------
                                     ( 20)           (333)          313
</TABLE>

<PAGE>

NEVADA COGENERATION ASSOCIATES #1 (NCA#1)

     The Company's 50% portion of NCA#1's operating profit was $79,000 higher in
the  second  quarter  of 1999  than in the  second  quarter  of  1998.  This was
primarily due to a $703,000  increase in revenues  while expenses only increased
by $544,000 between the two periods.

KYOCERA PROJECT

     Kyocera operating  expenses increased by $50,000 from the second quarter of
1998 to the second quarter of 1999 while revenues  decreased $2,000. The expense
increases were  primarily  related to higher  maintenance  and fuel costs in the
second quarter of 1999.

OPERATING AND MAINTENANCE OPERATIONS

     Revenues  were  $68,000  lower in the  second  quarter  of 1999 than in the
second quarter of 1998, while expenses declined by $15,000, primarily the result
of decreased payroll and travel costs.

OIL AND GAS OPERATIONS AND ENERGY MARKETING

     Oil and gas production revenue increased $982,000 or 57.5% to $2,691,000 in
second  quarter of 1999 compared to  $1,709,000  in the second  quarter of 1998.
Natural gas volumes  produced  increased  447,000 mcf or 56.9% to 1,232,000  mcf
from 785,000 mcf in the second quarter of 1998.  Oil volumes increased 1,000
bbls or 5.3% to 18,900 bbls from 17,900 bbls in the second quarter of 1998.  The
average realized price received for oil production increased 18.4% to $15.91 per
bbls from $13.43 per bbls in the second quarter of 1998.  The average realized
price received for gas production decreased 2.5% to $1.92 from $1.97 per mcf in
the second quarter of 1998.  Prices received for gas production are net of
hedging gains and or/losses.

     Oil and gas  production  cost  consists  of  lease  operating  expense  and
production/severance  taxes. Total production cost increased 86.3% in the second
quarter of 1999 to $1,260,000 from $676,000 in the second quarter of 1998. Total
production cost per mcf equivalent  (MCFE)  increased 2.3% to $.75 per MCFE from
$.73 per MCFE in the second quarter of 1998,  excluding the well connect fees as
described herein. The primary reason for the overall increase was the accrual of
well  connect  fees in the amount of  $250,000.  The fees are a result of a 1997
agreement which contained a contingency  clause whereby certain costs would need
to be  reimbursed  to the  party  providing  the  well  connections  if  various
production levels were not attained. Those levels will not be attained.


<PAGE>

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     Selling,  general  and  administrative  expense  increased  by  $391,000 to
$1,048,000  in the second  quarter of 1999  compared to the same period in 1998.
The  increase  was due to an increase  in payroll and related  expenses of rent,
payroll taxes and office  expense as the company geared up into late 1998 for an
increase  capital  development  program.  Also  professional  costs were  higher
in support of selling all or part of the Company and its assets.

YEAR 2000

     The Company has reviewed Y2K compliance  issues and upgrades have been made
to systems and software that are  warranted by the vendor to be Y2K  compatible.
The Company's Y2K  compliance  effort is ongoing and BPC, BFC, BPS and NCA#1 are
also monitoring  non-information  technology  exposure  elements,  i.e. card key
systems,  embedded  chips,  etc.  The project is on schedule  and expected to be
completed by the end of September 1999.

     The Company has communicated with certain key vendors and has  determined
that all are making progress toward their respective Y2K compliance.

     The Company is aware of the issues  associated  with the "Y2K" problem both
in program codes and in hardware systems. The Company has taken and continues to
take steps to assure that disruption from the problem with internal software and
third party hardware and software vendors will not adversely affect  operations.
The Company  believes  that any  potential  problems that may arise will be with
third party vendors such as gas marketers,  field service providers, and product
purchasers.  In all cases  the  Company  represents  a minute  portion  of those
vendors business and has no influence on those vendors Y2K compliance.  Although
there can be no assurance  that all Y2K issues will be resolved and that there
will not be any significant  impact on the Company from these issues,  it is not
expected that significant detrimental effects will occur.

     The  financial  institutions  with  which  the Company  has its  material
relationships  have each  represented  to the Company that their  respective Y2K
compliance programs are underway with final testing to be completed in the first
half of 1999.

RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards No. 133 ("SFAS #133"),  Accounting
for Derivative Instruments and Hedging Activities. This pronoucement was delayed
by SFAS #137 and will now be will be effective for fiscal years  beginning after
June 15, 2000. Earlier application is encouraged,  however, the Company does not
anticipate  adopting SFAS #133 until the fiscal year beginning  January 1, 2001.
SFAS  #133  requires  that  entities  recognize  all  derivatives  as  assets or
liabilities in the statement of financial position and measure those instruments
at fair value.  The Company does not believe the adoption of SFAS #133 will have
a material  impact on assets,  liabilities,  or equity.  The Company has not yet
determined the impact of SFAS #133 on the statement of operations, or the impact
on the comprehensive statement of operations.


<PAGE>

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Interest Rate Risk

     The Company's exposure to market risk for changes in interest rates related
primarily to the Company's long-term debt obligations.  The Company does not use
derivative financial instruments in its investment portfolio. The Company places
its  investments  with high credit quality  issuers and by policy is averse to
principal loss and seeks to protect its invested funds by limiting  default risk
and reinvestment risk. The NCA#1  cogeneration  facility uses interest rate swap
agreements to mitigate their exposure to interest rate fluctuations.

Foreign  Currency Risk

     The Company does not use foreign  currency  forward  exchange  contracts or
purchased  currency  options to hedge local  currency  cash flows or for trading
purposes. All income received from international  customers,  with the exception
of balances in local operating accounts, is converted to U.S. Dollars.  The
Company  has  subsidiary  operations  in Mexico,  which are  subject to currency
fluctuations.  These foreign  subsidiaries  are limited in their  operations and
level  of  investment  by the  parent  company  so that  the  risk  of  currency
fluctuations is minimized.

Commodity  Price Risk

     Oil and gas commodity  markets are influenced by global as well as regional
supply and demand.  Worldwide political events can also impact commodity prices.
Management's  policy is to partially mitigate its exposure to fluctuations in
sales  prices  received  for natural gas  production  through the use of various
hedging tools.  These tools include,  but are not limited to: commodity  futures
and option contracts;  fixed-price swaps; basis swaps; and term sales contracts.
Contract  terms  generally  range  from  one  month to three  years.  While  BFC
mitigates its exposure to declining  natural gas sales prices, it may be subject
to opportunity  costs resulting from increasing  natural gas prices in excess of
those  committed.  Should  production  from existing  facilities  under existing
operating  conditions not fulfill  committed  contracts,  BFC may be required to
acquire  natural  gas in the open  market.  Volumes  produced in excess of those
contracted are sold at market prices.

<PAGE>

                           PART II - OTHER INFORMATION

Item 1.         Legal Proceedings

     NCA#1  has  been in  negotiations  with  the  United  States  Environmental
Protection Agency (the "EPA") regarding  emissions from its gas turbine engines.
Subsequent  to December 31, 1998,  the EPA filed a lawsuit in the United  States
District Court of Nevada against NCA#1, BNC and TCCCC seeking damages of $25,000
per day from an  unspecified  point in time and  requiring the  installation  of
additional  emission  control  equipment.  (United  States of America v.  Nevada
Cogeneration  Associates  #1, et al, No.  CV-S-99-00107  PMP). A consent  decree
prepared by the U.S.  Department  of Justice that  resolves the above  mentioned
lawsuit  and  requires  NCA#1  to pay a  $100,000  fine and  install  additional
emission  control  equipment  has been signed by all parties and was lodged with
the United States  District  Court of Nevada on June 29, 1999. As a condition of
settlement with the EPA, NCA#1 installed Selective Catalytic Reduction Equipment
("SCR's")  during the first quarter of 1999 scheduled  maintenance  outage.  The
cost of purchasing  and  installing the equipment and the proposed fine has been
accrued by NCA#1 and the  necessary  funds are being held in a control  account.
NCA#1  believes  that it will have no additional  liability  for the  violations
alleged  in the above  mentioned  lawsuit  after  the  consent  decree  has been
entered by the court.

Item 2. Changes in Securities and Use of Proceeds. None.

Item 3. Defaults Upon Senior Securities.  None.

Item 4. Submission of Matters to a Vote of Security Holders.  None.

Item 5. Other Information. None

Item 6. Reports on Form 8-K.  None.

Item 6a Exhibit-27 - Financial Data Schedule - see page 13.

<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.


Date:  August 11, 1999                      BONNEVILLE PACIFIC CORPORATION
                                            (Registrant)


                                            _______________________________
                                            By /s/ Clark M. Mower
                                            Clark M. Mower, President
                                            Principal Executive Officer


                                            _______________________________
                                            By /s/ R. Stephen Blackham
                                            R. Stephen Blackham
                                            Principal Financial and Accounting
                                            Officer