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


                                   
           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACTS OF 1934 
                       For the quarter ended March 31, 1999

        
[ ] 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 Incorporation Number)
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  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 [ ] No [x]

              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 May 17, 1999 applicable only to Corporate
Issuers: - 7,227,390  shares of $.01 par value Common Stock.
                    
<PAGE>                                                                      
  

                                    
                      BONNEVILLE PACIFIC CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q

                         
                                     INDEX

                         PART I - FINANCIAL INFORMATION
                                                                         Page 
                                                                  
Item 1.   Financial Statements:
          Condensed Consolidated Balance Sheet as of December 31, 1998
          and March 31, 1999                                               4
          Consolidated Statements of Operations and Comprehensive Income
          for the three months ended March 31, 1999 and 1998               5
          Condensed Consolidated Statements of Cash Flows for the
          three months ended March  31, 1999 and 1998                      6
          Note to Condensed Consolidated Financial Statements              7
          
Item 2.   Management's Discussion and Analysis of Financial Condition
          And Results of Operations                                        8

Item 3.   Quantitative and Qualitative Disclosures About Market Risk      11


                        PART II - OTHER INFORMATION                 

Item 1.   Legal Proceedings                                               11

Item 2.   Changes in Securities and Use of Proceeds                       11  

Item 3.   Defaults Upon Senior Securities                                 11

Item 4.   Submission of Matters to a Vote of Security Holders             11

Item 5.   Other Information                                               11

Item 6.   Exhibits and Reports on Form 8-K                             11-12
Item 6(a) Exhibit-27 Financial Data Schedule                              14

          Signatures                                                      13

                                     ITEM 1
                         BONNEVILLE PACIFIC CORPORATION
                                AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               ($ in Thousands)  


  
                                                       
                                             March 31,      December 31,
                                             1999           1998


ASSETS

CURRENT ASSETS:                              
     Cash and cash equivalents               $ 9,287        $ 16,018           
     Restricted Cash                             673             534
     Receivables                               6,160           6,255          
     Other current assets                        388             343        
                                             -------        --------          
     Total Current Assets                     16,508          23,150          

PROPERTY PLANT AND EQUIPMENT, at cost
     Oil and gas properties                   34,653          32,424
     Other property, plant and equipment      10,328          10,086
     Accumulated depreciation, depletion,              
     amortization and impairment             (27,509)        (26,991)
                                             -------        --------          
     Total Property, Plant and Equipment      17,472          15,519

INVESTMENTS AND OTHER ASSETS:
     Investments in affiliated companies       8,004           7,584
     Other assets                                328             361
                                             -------        --------          
     Total Other Assets                        8,332           7,945       
                                             -------        --------
                                             
TOTAL ASSETS                                 $42,312          46,614
                                             =======        ========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:                     
    Accounts payable and accrued 
    liabilities                              $ 4,710        $ 11,953
    Other current liabilities                    630             476
                                             -------        --------
    Total current liabilities                  5,340          12,429

LONG-TERM LIABILITIES:
     Bank Debt                                 8,500           5,850
                                             -------        --------
     Total liabilities                        13,840          18,279

STOCKHOLDERS' EQUITY
     Common Stock                                 72              72
     Additional paid-in capital              160,735         160,735
     Accumulated deficit                    (132,022)       (132,090)
     Cumulative translations adjustment         (313)           (382)
                                             -------        --------
     Total Stockholders' equity               28,472          28,335
                                             -------        --------
     Total Liabilities and Stockholders'
     Equity                                $  42,312        $ 46,614
                                             =======        ========


BONNEVILLE PACIFIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31,
($ in 000's)



                                                  1999           1998

REVENUES:
Oil and gas sales                                 $ 1,869      $ 1,759
Energy marketing revenues                           7,617        2,402
Facilities operations and maintenance               1,071          966
Electric cogeneration                                 307          307
                                                  -------     --------
     Total revenues                                10,864        5,434

OPERATING EXPENSES:
Oil and gas production                                669          687
Energy marketing costs                              7,444        2,462
Facilities, operations and maintenance costs          802          723
Electric cogeneration                                 399          461
Depreciation, depletion, and amortization             523          508
Exploration and other oil and gas expense             244           72
Selling, general and administrative expense         1,179          534
                                                  -------     --------
     Total operating expenses                      11,260        5,447

OPERATING PROFIT (LOSS)                              (396)        (13)

OTHER INCOME (EXPENSE)
Interest expense                                     (126)      (1,872)
Equity in net earning of affiliated company           419          861     
Reorganization items                                  (51)        1,765     
Other income (expense), net                           222          268       
                                                  -------     --------
     Total other income (expense)                     464        1,022      

                                                  -------     --------
NET INCOME                                            $68       $ 1,009     
                                                  =======     ========
OTHER COMPREHENSIVE INCOME 
Foreign currency translation adjustments               69            0      
                                                  -------     --------

COMPREHENSIVE INCOME                                 $137       $1,009
                                                  ========    ========      

Basic earning per share                             $0.01        $0.35
                                                    =====        =====

<PAGE>

                         BONNEVILLE PACIFIC CORPORATION
                                AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                ($ in THOUSANDS)


                                             For the Three Months
                                             Ended March 31, 
                                             1999           1998

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                            $  68       $  1,009
Adjustments to reconcile net income
(loss) to net cash provided by operating
activities:                                  
Depreciation, depletion and amortization        523           519
Equity in investee earnings                    (419)         (861)
Changes in assets and liabilities:            
     Accounts receivable                         95         1,511
     Inventories                                 65             -
     Other current assets                      (109)           41
     Accounts payable and accrued 
     liabilities                             (7,089)        1,689
     Other                                        -             5
                                            -------      --------
Net cash provided by (used for) operating
activities                                   (6,866)        3,913
                                            

CASH FLOWS FROM INVESTING ACTIVITIES:

(Increase) in restricted cash                  (139)          (53)
Additions to property, plant and equipment   (2,399)       (1,083)
(Increase) decrease in other assets              23            28
                                            -------       -------
Net cash provided by (used for) investing
activities                                   (2,515)       (1,108)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from debt                            2,650             -
Debt payments                                     -           (95)

Decrease in minority Interest                     -          (413)
                                            -------       -------
Net cash provided by (used for)
financing activities                          2,650          (508)
                                            -------       -------
                                            
INCREASE (DECREASE) IN CASH                  (6,731)         2,297

CASH AND EQUIVALENTS at beginning of period  16,018        154,065
                                            -------        -------

CASH AND EQUIVALENTS at end of period       $ 9,287       $156,362
                                            =======       ========


<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.


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 a company engaged in cogeneration activities.  BPS is
primarily  engaged  in  providing   operational  and  maintenance   services  to
cogeneraion plants and is currently  responsible for 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.


($ in 000's)

                                     BFC    BNC    BPS    BPC          TOTAL

March 31, 1999                                                               
Revenues from external
customers                         $ 9,486   $    $ 1,071  $ 307      $ 10,864
Interest income from
non-reorganization items               34     24     18     52            128
Interest expense                      118             8                   126
Operating expenses                  8,844           822    415         10,081
Selling, general and
administrative                        436      3    295    445          1,179
Equity in investee earnings                  419                          419
Segment profits (loss) before
reorganization items                  201    440    (29)  (493)           119
Segment assets                     22,708 11,110  3,486  5,008         42,312

March 31, 1998
Revenues from external
customers                         $ 4,161        $  966  $  307       $ 5,434
Interest income from
non-reorganization items               20  $  8      28                    56
Interest expense                       61                 1,811         1,872
Operating expenses                  3,686           727     500         4,913
Selling, general and
administrative                        220     4      97     213           534
Equity in investee earnings                 861                           861
Segment profits (loss) before
reorganization items                  306   865     170  (2,097)         (756) 
Segment assets                     16,016 8,264   5,302 160,127       189,709


  <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.

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 power generation operations and its oil and natural gas activities.

     CIBC  Oppenheimer  has  developed a  preliminary  analysis of the Company's
operations  and  potential   valuations  of  the  Company  under  a  variety  of
alternative strategies.  Strategies being considered by the Company include, but
are not limited to, the continued operations of the Company, the sale of some of
the assets or operations of the Company,  or the sale of the entire Company.  As
part of the consideration of alternative strategies,  CIBC Oppenheimer has begun
a  process  to  solicit  bids from  interested  parties for some or all of the
operations of the Company.  The ultimate strategy adopted by the Company will be
at the sole  discretion  of the Board of  Directors  after the  Company and CIBC
Oppenheimer have evaluated the results of the bidding process.

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 quarter of 1998, to a non-bankruptcy  period, the
first quarter of 1999.

Liquidity and Capital Resources

Capital Commitments

     The Company's primary needs for cash are for exploration and development of
oil and gas properties,  construction of power generation facilities,  repayment
of   principal   and   interest  on   outstanding   indebtedness,   and  general
administration expense.

     The Company's  capitalized  cash  expenditures  during the first quarter of
1999  totaled  $2,399,000.  This amount  included  $2,229,000  for  drilling and
completion  activities  and  $170,000  for power  plant  construction  and other
equipment costs. Costs associated with drilling and completion included wells in
the Permian and San Juan basins of New Mexico and the completion and connection
of several  wells in South  West  Kansas.  Power plant  construction  costs were
related to the Conav project located in Mexico.

     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,  dividends  from the
NCA#1  partnership and proceeds from financing  activities.  The Company expects
that these resources will be sufficient to fund its capital commitments in 1999.


Operating  Activities

     Net cash used by  operating  activities  was  $6,866,000  during  the three
months  ended March 31,  1999,  as compared  to net cash  provided by  operating
activities of $3,913,000 for the same period in 1998. The decrease was primarily
due to the payment of previously accrued  professional fees of $3,714,000 and an
escrow  liability of $2,298,000.  The 1998 amount primarily  reflected  proceeds
from claims settlements.

Financing Activities

     The BFC had an  outstanding  balance  under its credit  facilities  of
$8,500,000  at March 31, 1999,  plus an  additional  $2,750,000  of  outstanding
letters of credit securing hedge positions,  leaving approximately $1,500,000 of
additional unused borrowing capacity available.

Results of Operations
First Quarter of 1999 as Compared to First Quarter of 1998

     The Company  reported  net income of $68,000 for the first  quarter of 1999
compared to $836,000 for the first quarter of 1998.  Bankruptcy related items 
are as follows:

                                        1st Quarter    1st Quarter
                                        1999           1998           Difference
                                        ----------------------------------------
Interest expense                        $    0         $ (1,811)      $   1,811
Interest income                              0            1,992          (1,992)
Professional fees                          (51)            (227)            176

                                        ----------------------------------------
                                           (51)             (46)             (5)


Nevada  Cogeneration  Associates #1 (NCA#1)

     NCA#1's  operating  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  $419,000 in 1999  compared to $861,000 in 1998.  The
$442,000  decrease in the Company's portion of operating profit is primarily the
result of scheduled down time for the  installation  of the Selective  Catalytic
Reduction Equipment (SCR's) during the 1st quarter of 1999. Total NCA#1 revenues
were  $640,000  lower than 1998,  while  repairs and  maintenance  expenses were
$411,000 higher.

Kyocera Project 

     The Kyocera  Cogeneration  Facility had a net operating  loss of $97,000 in
the first  quarter of 1999,  compared to a loss of $179,000 in the first quarter
of 1998.  Kyocera's  contract revenues are seasonal,  with higher rates received
during the middle of the year and lower  rates  received in the first and fourth
quarters.  The improvement in operating results from 1998 to 1999 was the result
of lower fuel and maintenance costs.

     Following  review,  it was decided by the Company to sell or dismantle  and
salvage this project. The Company's Energy Supply Agreement with Kyocera America
Inc.,  ("KAI") the projects  primary customer for electrical and thermal energy,
expired on March 31, 1999,  but it has been extended for a limited time to allow
more  time  for KAI to  review  their  options,  and to  facilitate  an  orderly
transition.

CONAV

     This 4MW  project  located in Mexico is in  start-up  and is expected to be
operational in mid 1999. 

Development

     The  Company's   cogeneration   project   development   efforts  are  still
concentrated in Mexico.  The Company has additional  projects in the development
stage in Mexico.


Operating and  Maintenance Operations 

     The Company  operates  two  facilities  near Las Vegas,  Nevada.  Operating
revenues  increased from $966,000 during the first quarter of 1998 to $1,071,000
during the same period of 1999.  Operating  expenses  increased from $723,000 to
$802,000 in the first quarter of 1999.

Oil and Gas Operations and Energy Marketing

     Oil and gas production  revenue increased $110,000 or 6.3% to $1,869,000 in
the first  quarter  ended March 31, 1999  compared  to  $1,759,000  in the first
quarter of 1998.  The increase was primarily due to an increase in the volume of
gas sold. The gas volume  increased from 789,000  thousand cubic feet,  (mcf) in
the first  quarter  of 1998 to 82,000 mcf in the first  quarter of 1999,  a 6.8%
increase.  Oil volumes declined 43.5% from 19,324 barrels (bbls) produced in the
first quarter of 1998 to 10,923 bbls in the first  quarter of 1999.  Gas prices,
net of hedging were up  approximately  10% in 1999 compared to the first quarter
of 1998,  while oil prices were down  approximately  24% in the first quarter of
1999.

     Gas marketing revenue increased from $2,402,000 during the first quarter of
1998 to $7,617,000 for the same period of 1999. Gas marketing  related  expenses
increased  to  $7,444,000  from  $2,462,000  in the first  quarter of 1998.  The
Company  entered into a management  contract for the purchase and sale of a high
volume of natural gas,  which  included the first quarter period of 1999 but was
not in place during the first quarter of 1998.  The contract terminated on
May 1, 1999.

Exploration expenses were $172,000 higher in the first quarter of 1999 than the
first quarter of 1998 as a result of purchasing seismic data.

     In its  Form  10-K  for the year  ended  December  31,  1998,  the  Company
disclosed  that its oil and gas budget for fiscal 1999 was  $12,500,000.  Due to
the Company's process of evaluating strategic alternatives, which is referred to
on page 8 of this Form 10-Q, the Company has  determined  that it is in the best
interest of the  Company to limit oil and gas  expenditures  to certain  current
projects until such time as it is able to determine the future  direction of the
Company. Accordingly, expenditures anticipated in the $12,500,000 budget may not
be incurred or may be deferred.

Selling, General and Administrative Expenses

     The Company's selling,  general and  administrative  expenses were $645,000
higher  in the  first  quarter  of 1999  than the  first  quarter  of 1998.  The
increases  were  primarily  related  to  staffing  increases  for  oil  and  gas
development  that were  initiated  in mid 1998 to support the  expansion of this
portion of the Company's business. The Company also expanded staffing, to lesser
extent,  to  support  cogeneration  development  activities.   Professional  and
consulting  expenses have also increased  significantly  primarily in support of
the Company's audit requirements.

Year 2000

     The Company has reviewed  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
September of 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.  SFAS #133 will be effective
for  fiscal  years  beginning  after  June  15,  1999.  Earlier  application  is
encouraged,  however,  the Company does not anticipate  adopting SFAS #133 until
the fiscal year  beginning  January 1, 2000.  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.


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.

                           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). NCA#1, BNC and TCCCC,
the  partners  to NCA#1,  have  signed 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 the emission  control  equipment.  The
decree  still  requires  the  signature  of other  parties to the  action.  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 have 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 executed and 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.

     On February 18, 1999, the  Registrant  filed an amended Form 8-K previously
filed on November 2, 1998,  which included the "Bonneville  Pacific  Corporation
(Chapter 11 Debtor)  Consolidated Balance Sheet for the period ended October 31,
1998".

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

                                   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:  May 17, 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