===============================================================================

                   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 September 30, 1999


                        Commission File number 0-14846

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


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

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

         Registrant's telephone no., 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 ( 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 November 12, 1999 - 7,275,390  shares of $.01
par value Common Stock.

                  DOCUMENTS INCORPORATED BY REFERENCE: NONE

===============================================================================



<PAGE>



                                    FORM 10-Q

                       FINANCIAL STATEMENTS AND SCHEDULES
                 BONNEVILLE PACIFIC CORPORATION AND SUBSIDIARIES


                    For Nine Months Ended September 30, 1999

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


<TABLE>
<CAPTION>
                           PART I - FINANCIAL INFORMATION
                                                                                      Page of
                                                                                      Form 10-Q
<S>      <C>                                                                             <C>
Item 1.  Financial Statements:
          Condensed Consolidated Balance Sheet--December 31, 1998
              and September 30, 1999......................................................3
          Condensed Consolidated Statements of Operations and Comprehensive Income
              for Nine Months and Three Months Ended September 30, 1999 and 1998..........4
          Condensed Consolidated Statements of Cash Flows - for the Nine Months
              Ended September 30, 1999 and 1998...........................................5
          Notes to Condensed Consolidated Financial Statements............................6

Item 2.  Management's Discussion and Analysis of Financial Condition
             And Results of Operations....................................................8

Item 3.  Quantitative and Qualitative Disclosures About Market Risk......................14



                         PART II - OTHER INFORMATION


Item 1.  Legal Proceedings...............................................................14

Item 2.  Changes in Securities and Use of Proceeds.......................................15

Item 3.  Defaults Upon Senior Securities.................................................15

Item 4.  Submission of Matters to a Vote of Security Holders.............................15

Item 5.  Other Information...............................................................15

Item 6   Reports on Form 8-K.............................................................15

Item 6(a)Exhibit 99......................................................................15

Signatures...............................................................................16

</TABLE>


                                                                        Page 2




<PAGE>



                        BONNEVILLE PACIFIC CORPORATION
                               AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEET
                               (1999 Unaudited)
($ in Thousands)


                                                    30 Sep            31 Dec
                                                     1999              1998
                                                  __________        __________
ASSETS


CURRENT ASSETS
    Cash and cash equivalents                      $14,109           $13,276
    Accounts Receivable                                662             1,275
    Other current assets                               371                90
                                                  __________        __________

    Total Current Assets                            15,142            14,641

PROPERTY, PLANT AND EQUIPMENT, at cost
    Property, plant and equipment                    2,416             9,593
    Accumulated depreciation, depletion,
     amortization and impairment                    (1,560)           (8,100)
                                                  __________        __________

    Total Property, Plant and Equipment                856             1,493

INVESTMENTS AND OTHER ASSETS:
    Investments in affiliated companies             10,745             7,584
    Discontinued operations - net (BFC)             10,022             9,397

    Other assets                                         2                 2
                                                  __________        __________

    Total Investments and Other Assets              20,769            16,983
                                                  __________        __________

    Total Assets                                   $36,767           $33,117
                                                  ==========        ==========

LIABILITIES AND STOCKHOLDERS' EQUITY:

CURRENT LIABILITIES:
    Accounts payable and accrued liabilities        $4,664             4,782
    Other current liabilities                           70                 0
                                                  __________        __________

    Total Current Liabilities                        4,734             4,782

LONG-TERM LIABILITIES:                                   0                 0
                                                  __________        __________

    Total Liabilities                                4,734             4,782

STOCKHOLDERS' EQUITY
    Common stock                                        73                72
    Additional paid-in stock                       160,975           160,735
    Accumulated deficit                           (128,749)         (132,090)
    Cumulative translations adjustment                (266)             (382)
                                                  __________        __________

    Total Stockholders' Equity                      32,033            28,335
                                                  __________        __________

    Total Liabilities and Stockholders' Equity     $36,767           $33,117
                                                  ==========        ==========




                                                                        Page 3


<PAGE>



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


<TABLE>
<CAPTION>
                                       Three Months Ended         Nine Months Ended
($ in Thousands)                             SEP 30                     SEP 30
                                       1999         1998          1999         1998
                                   --------------------------------------------------
<S>                                  <C>          <C>           <C>           <C>
REVENUES
Facilities, operations and           $1,135       $1,139        $3,247        $3,215
   Maintenance
Electric cogeneration                     0          537           784         1,323
                                   --------------------------------------------------

Total Revenues                        1,135        1,676         4,031         4,538

OPERATING EXPENSES
Facilities, operations and              741          699         2,231         2,125
 Maintenance costs
Electric cogeneration                     1          364           774         1,149
Depreciation, depletion,                310           43           382           130
 Amortization and impairment
Selling, general and administrative     737          387         2,142         1,111
                                   --------------------------------------------------
 Expense

Total Operating Expense               1,789        1,493         5,529         4,515
                                   --------------------------------------------------

OPERATING PROFIT (Loss)                (654)         183        (1,498)           23

Other Income (expense)
Interest expense                          0       (1,889)            0        (5,569)
Equity in net earnings of
 affiliated Company                   1,798        2,119         3,761         4,445

Reorganization items                    (22)       1,232           (93)        4,533
Other income (expense) net              181           37           488           324
                                   --------------------------------------------------

Total other income (expense)          1,957        1,499         4,156         3,733
                                   --------------------------------------------------

INCOME FROM CONTINUING
OPERATIONS                            1,303        1,682         2,658         3,756

INCOME FROM DISCONTINUED
OPERATIONS                              563          (61)          683           535
                                   --------------------------------------------------

NET INCOME                            1,866        1,621         3,341         4,291

OTHER COMPREHENSIVE INCOME
Foreign currency translation             32         (145)          116          (145)
                                   --------------------------------------------------
 Adjustments
Comprehensive Income                 $1,898       $1,476        $3,457        $4,146
                                   ==================================================

Basic and diluted earnings per share
    Continuing operations              $.19         $.58          $.37         $1.29
    Discontinuing operations            .08         (.02)          .09           .18
                                   --------------------------------------------------

    Total earnings per share           $.26         $.56          $.46         $1.47
                                   ==================================================

</TABLE>


                                                                        Page 4

<PAGE>



                        BONNEVILLE PACIFIC CORPORATION
                               AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                 (Unaudited)


($ in Thousands)
<TABLE>
<CAPTION>
                                                                         1999                     1998
                                                            --------------------------------------------------
<S>                                                                    <C>                      <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Income From Continuing Operations                                      $2,658                   $3,756
Adjustments to reconcile net income (loss) to net cash
         provided by operating activities:
   Depreciation, depletion, amortization and impairment                   382                      130
   Equity in investee earnings                                         (3,761)                  (4,445)

   Gain on sale of property                                              (122)                       0
Changes in assets and liabilities:

    Accounts receivable                                                   613                    5,397
    Other current assets                                                   75                     (478)
    Accounts payable and accrued liabilities                           (4,675)                   4,268
    Other                                                                 169                     (310)
                                                            --------------------------------------------------


    Net cash provided by (used for) continuing                         (4,661)                   8,318
    operating activities

Income from Discontinued Operations                                       683                      535
(Increase) Decrease in Net Assets                                        (191)                   2,437
                                                            --------------------------------------------------

Net cash provided by Discontinued Operations                              492                    2,972
                                                            --------------------------------------------------

Cash provided by (used for) Operating Activitie                        (4,169)                  11,290

CASH FLOWS FROM INVESTING ACTIVITIES
    Sale of property, plant and equipment                                 607                       0
    Increase in restricted cash - BFC                                  (1,227)                   (385)
    Additions to property, plant and equipment                           (185)                   (929)
    Additions to oil and gas properties - BFC                          (4,691)                 (3,687)
    Cash received from investee                                           600                   1,850
    Deposit received from sale of BFC and Compamy                       4,200                       0
    Decrease in other assets                                               70                       0
                                                            --------------------------------------------------

    Net cash used for investing activities                               (626)                 (3,151)

CASH FLOWS FROM FINANCING ACTIVITIES:

    Proceeds from option exercise                                         240                       0

    Proceeds from debt                                                  2,950                   1,300
                                                            --------------------------------------------------


    Net cash provided by (used for) financing activities                3,190                   1,300
                                                            --------------------------------------------------

INCREASE (DECREASE) IN CASH                                            (1,605)                  9,439


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

CASH AND EQUIVALENTS at end of period                                 $14,413                $163,504
                                                            ==================================================

</TABLE>


                                                                        Page 5





<PAGE>



                         BONNEVILLE PACIFIC CORPORATION
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 Fuels Corporation ("BFC") and
Bonneville Pacific Services Company, Inc ("BPS").  All significant  intercompany
balances and transactions have been eliminated in consolidation. BFC is reported
under "Discontinued Operations".

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  sheets 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 THE COMPANY

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

CIBC World  Markets  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 World Markets  solicited
bids from  interested  parties and assisted in the evaluation 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 August  12,  1999 the  Company  announced  that it had  entered  into a Stock
Purchase  Agreement with CEC Resources,  Ltd. ("CEC  Resources") for the sale of
all of the outstanding  shares of Bonneville  Pacific's wholly owned subsidiary,
Bonneville Fuels Corporation,  the Company's oil and gas subsidiary. The Company
closed the Stock Purchase  Agreement with CEC Resources on October 29, 1999. CEC
Resources  had  previously  assigned  their rights under the Agreement to Carbon
Energy   Corporation  who  acquired  100%  of  the  stock  of  Bonneville  Fuels
Corporation for a final adjusted  purchase price of $23,580,696.  The Company no
longer  owns any stock of or has any  ownership  interest  in  Bonneville  Fuels
Corporation.  Thus, on the financial  statement  presented  herein,  the assets,
liabilities   and  income  are   reflected   under  the  caption   "Discontinued
Operations".

On September  20,  1999,  the Company  announced  that they have entered into an
Agreement and Plan of Merger whereby El Paso Energy Corporation will acquire all
outstanding shares of the Company. The transaction,  valued at approximately $63
million,  subject to certain  adjustments,  plus the value to be realized by the
shareholders  of the  Company as a result of the  Company's  sale of  Bonneville
Fuels  Corporation,  is expected  to close  early in the first  quarter of 2000,
subject to approval by the Company's  stockholders  and  appurtenant  regulatory
authorities.

                                                                        Page 6





<PAGE>




The principal  business  segments of the Company being acquired by El Paso are a
50% interest,  through  Bonneville Nevada  Corporation,  in Nevada  Cogeneration
Associates#1  (NCA#1 or Garnet  Valley),  and  Bonneville  Pacific  Services,  a
wholly-owned  subsidiary,  which provides  operations and  maintenance  services
under long-term  contracts to the Garnet Valley and Black Mountain  cogeneration
facilities in the Las Vegas,  Nevada area and is  responsible  for the Company's
development activities in Mexico.

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
cogeneration plants and is currently  responsible for the Company's  development
work in Mexico. BPS also has an interest in an additional  cogeneration facility
in Mexico.

The accounting  policies of the segments are the same as those  described in the
summary of  significant  accounting  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>
<CAPTION>

---------------------------------------------------------------------------------------------------------
($ in Thousands)
---------------------------------------------------------------------------------------------------------
                                                           *BFC          BNC         BPS         BPC
---------------------------------------------------------------------------------------------------------
<S>                                                       <C>        <C>           <C>        <C>
September 30, 1999
---------------------
Revenues from external customers                          $17,790         $0        $3,247       $784
Interest income from non-reorganization items                  72        101            60        158
Interest expense                                              418          0             0          0
Operating expenses                                         15,776          0         2,227        991
Selling, general and administrative                           985         15           752      1,376
Equity in investee earnings                                     0      3,761             0          0
Segment profits (loss) before reorganization items            683      3,847           328     (1,425)
Segment assets                                            $21,627    $14,523        $3,524     $8,697
---------------------------------------------------------------------------------------------------------
September 30, 1998
---------------------
Revenues from external customers                          $12,343         $0        $3,215     $1,323
Interest income from non-reorganization items                  38         23            74          0
Interest expense                                              143          0             0      5,570
Operating expenses                                         10,979          0         2,137      1,040
Selling, General and administrative                           724         30           384        697
Equity in investee earnings                                     0      4,445             0          0
Segment profits (loss) before reorganization items            535      4,438           768     (5,985)
Segment assets                                            $18,726     $9,986        $4,420   $163,225
---------------------------------------------------------------------------------------------------------
*Discontinued Operations

</TABLE>








                                                                     Page 7




<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 this 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 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 timing
and success of the Company's efforts to develop new projects; the divestiture of
the  Company's  interest in the  projects in Mexico,  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 three quarters of 1998, to a non-bankruptcy  period,  the
first three quarters of 1999.

As  discussed in more detail in the Notes to  Condensed  Consolidated  Financial
Statements Section of this 10Q, the Company closed .the Stock Purchase Agreement
with CEC Resources on October 29, 1999. for a final  adjusted  purchase price of
$23,580,696.  The  Company  no  longer  owns any  stock of or has any  ownership
interest in Bonneville Fuels Corporation.

On September  20,  1999,  the Company  announced  that they have entered into an
Agreement and Plan of Merger whereby El Paso Energy Corporation will acquire all
outstanding shares of the Company. The transaction,  valued at approximately $63
million,  subject to certain  adjustments,  plus the value to be realized by the
shareholders  of the  Company as a result of the  Company's  sale of  Bonneville
Fuels  Corporation,  is expected  to close  early in the first  quarter of 2000,
subject to approval by the Company's  stockholders  and  appurtenant  regulatory
authorities.


                                                                      Page 8


<PAGE>




Liquidity and Capital Resources
Capital Commitments

The Company's  current cash balance is primarily used to fund daily  operations.
No new power projects or other development  activities are scheduled pending the
conclusion  of the sales  process  discussed  in the  footnote to the  financial
statements. During the first nine months of 1999 approximately $4,700,000 in oil
and gas exploration and development expenditures were capitalized, approximately
$900,000 of that amount was  capitalized  during the third quarter of 1999. This
compares to $3,700,000 in oil and gas expenditures capitalized in the first nine
months of 1998.

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,   $4,200,000  in  deposits  from
purchasers of BFC and the Company,  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  $4,169,000  during the nine months
ended  September  30,  1999,  as  compared  to net cash  provided  by  operating
activities  of  $11,290,000  for the same  period  in  1998.  The  decrease  was
primarily due to the payment of $3,714,000 of professional fees and a $2,298,000
escrow liability 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  $2,950,000.  BFC had an  outstanding
balance under its credit facilities of $8,800,000 at September 30, 1999.

Results of Operations

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

The Company  reported net income of $3,341,000 for the first nine months of 1999
compared to $4,291,000 for the first nine months of 1998.  Bankruptcy  items are
as follows:

($ in Thousands)

                      Nine Months Ended    Nine Months Ended
                          09/30/99             09/30/98          Difference
                    -----------------------------------------------------------

Interest Expense             -                 $(5,713)            $5,713
Interest Income              -                   6,205             (6,205)
Professional Fees          $(95)                (1,523)             1,428
Other                         2                   (149)               151
                    -----------------------------------------------------------

Total                      $(93)               $(1,180)            $1,087





                                                                       Page 9




<PAGE>




Nevada Cogeneration Associates #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
$3,761,000 for the first nine months of 1999 compared to $4,445,000 for the same
period in 1998.  The  $684,000  decrease in the  Company's  share of profits was
partially  due to the expenses  associated  with the scheduled  installation  of
selective catalytic reduction equipment during the first quarter.

Additionally, on August 7, 1999, NCA#1 experienced a failure of one of the three
gas  turbines  operating  at the  facility.  Damage  extended  to both the power
turbine and gas generator.  A replacement power turbine and gas generator failed
approximately  eight  days  later  damaging  the power  turbine.  Because of the
earlier failure,  there was not a spare turbine or gas generator on site and the
facility operated at reduced capacity on two turbines.  This situation continued
for six days  until the  project's  spare  gas  generator,  previously  sent for
repair,  could be returned and a replacement power turbine could be obtained and
installed.   These  failures  resulted  in   repair/replacement   costs  to  the
partnership of approximately $2,500,000 and a loss of revenue for downtime of an
additional  $308,000.  It appears that insurance  proceeds will cover all of the
repair/replacement  costs except for a $130,000 deductible.  The lost revenue is
not insured. It is expected that $970,000 in insurance proceeds will be received
before year end with the balance  being  received in the first  quarter of 2000.
NCA#1 has accrued the  $970,000  and will  recognize  additional  proceeds  when
received.

Kyocera Project

The  Kyocera  Project  was  sold in June of 1999,  recording  an  $80,000  gain,
offsetting operating losses of $28,000 incurred prior to sale.

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 Company is currently  negotiating the sale of
the  project.  It is  anticipated  that the  project  will be sold  prior to the
consummation of the merger with El Paso Energy.

Operating and Maintenance Operations

The Company's  operating and maintenance group increased  revenues by $32,000 to
$3,247,000  in the first nine months of 1999  compared to $3,215,000 in the same
period of 1998.  The operating and  maintenance  group's  expenses  increased by
$106,000 to $2,231,000.

Oil and Gas Operations and Energy Marketing (Discontinued Operations)

As mentioned in the footnote to the financial statements,  the Company completed
the sale of its oil and gas  subsidiary,  Bonneville  Fuels  Corporation and its
related  subsidiaries on October 29, 1999 for  $23,580,696.  Therefore,  the net
assets and  operations  of BFC are  reflected  in the  caption of  "Discontinued
Operations" on the financial statement.

Oil and Gas Production Operations (Discontinued Operations)

Oil and gas production  revenue  increased  $1,546,000 or 29.8% to $6,731,000 in
the nine months ended  September  30, 1999  compared to  $5,185,000  in the nine
months ended September 30, 1998.  Natural gas volumes produced in the first nine
months of 1999  increased  647,895 mcf or 26.2% to 3,120,145 mcf from  2,472,250
mcf in the nine months ended September 30, 1998. Oil volumes produced  increased
213 bbls or

                                                                       Page 10




<PAGE>



0.4% to 47,904 bbls in the nine months ended September 30, 1999 from 47,691 bbls
in the nine months ended September 30, 1998. The average realized price received
for oil production increased 17.1% to $16.12 per bbl in the first nine months of
1999 from $13.77 per bbl in the first nine months of 1998. The average  realized
price received for gas production  increased 21.3% to $2.11 per mcf in the first
nine months of 1999 from $1.74 per mcf in the first nine 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 and San Juan Basins of New  Mexico.  Some of these  increases  were
partially offset by production declines on previously existing properties.

Oil and gas production cost consists of lease  operating  expense and production
and severance  taxes.  Total  production costs increased 21.9% in the first nine
months of 1999 to $2,701,000  from  $2,216,000 in the first nine months of 1998,
excluding the well connect fees as described herein.  Total production costs per
mcf equivalent  (MCFE) decreased 1.3% to $0.79 per MCFE in the first nine months
of 1999 from $0.80 in the first nine months of 1998.  The primary reason for the
overall  increased  was the  accrual  of well  connect  fees  in the  amount  of
$250,000. The fees are a result of a 1997 agreement that contained a contingency
clause whereby  certain costs would need to be reimbursed to the party providing
the well  connections  if various  productions  levels were not attained.  Those
levels will not be attained.

Energy Marketing (Discontinued Operations)

Energy marketing revenue  increased  $3,901,000 in the first nine months of 1999
to  $11,059,000  from  $7,158,000  in the  first  nine  months  of 1998.  Energy
marketing related expenses increased $3,876,000 to $11,009,000 in the first nine
months of 1999 from  $7,133,  000 in the first nine months of 1998.  The Company
entered into a management  contract  which included a high volume of natural gas
in the first quarter of 1999.  The contract was not in place until  September 1,
1998 and was terminated on April 30, 1999.

Depreciation, Depletion, Amortization and Impairment

Depreciation,  depletion, amortization and impairment (DD & A) expense increased
$252,000 in the first nine months of 1999 to $382,000 from $130,000 in the first
nine month of 1998.  DD & A per MCFE of gas produced  decreased  (9.8%) to $0.53
per MCFE in the nine months ended  September 30, 1999 compared to $0.58 per MCFE
in the nine months ended  September 30, 1998.  An impairment  charge of $300,000
was taken on the CONAV facility in Mexico.

Exploration Expense (Discontinued Operations)

Exploration   expense  primarily  includes   unsuccessful   drilling  cost,  and
Geological and Geophysical (G & G) costs.  Exploration  expense increased in the
nine months ended  September 30, 1999 by 147.4% to $681,000 from $275,000 in the
nine months ended September 30, 1998.

Selling, General and Administrative Expenses

The Company's  selling,  general and  administrative  expenses  were  $1,031,000
higher in the first nine  months of 1999 than in the first nine  months of 1998.
This large increase was due primarily to staff  increases  initiated in mid-1998
to support development activities as the Company emerged from bankruptcy as well
as increased  professional  fees in support of the sales process and preliminary
cogeneration development expenses.






                                                                      Page 11




<PAGE>



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

The  Company for the third  quarter of 1999  reported  net income of  $1,866,000
compared to  $1,621,000  for the third  quarter of 1998.  Items  relating to the
bankruptcy were as follows:

$ in Thousands)

                       3rd Quarter 1999     3rd Quarter 1998        Difference
                    -----------------------------------------------------------
Interest Expense                                $(1,889)              $1,889
Interest Income                                   2,207               (2,207)
Professional Fees           $(22)                  (906)                 884
Other                        --                     (68)                  68
                    -----------------------------------------------------------
Total                       $(22)                 $(656)                $634


Nevada Cogeneration Associates #1 (NCA#1)

The Company's 50% portion of NCA#1's  operating profit was $321,000 lower in the
third quarter of 1999 than in the third quarter of 1998.  This was primarily due
to a $1,523,000 increase in maintenance  expenses associated with the two engine
outages in August.  This amount will  partially be offset by expected  insurance
reimbursements.

Operating and Maintenance Operations

Revenues  were  $5,000  lower in the  third  quarter  of 1999  than in the third
quarter of 1998,  while expenses  increased by $42,000,  primarily the result of
decreased  summer  incentive  revenue as the  turbine  failures  effected  plant
efficiency during the quarter.

Oil and Gas Operations (Discontinued Operations)

Oil and gas production  revenue increased $454,000 or 26.5% to $2,171,000 in the
three months ended September 30, 1999 compared to $1,717,000 in the three months
ended September 30, 1998.  Natural gas volumes  produced in the third quarter of
1999 increased 149,752 mcf or 17.8% to 989,799 mcf from 840,047 mcf in the three
months ended  September 30, 1998. Oil volumes  produced  increased 4,992 bbls or
47.8% in the three months ended  September 30, 1998. The average  realized price
received  for oil  production  increased  60.5% to  $20.17  per bbl in the third
quarter of 1999 from  $12.57 per bbl in the third  quarter of 1998.  The average
realized price received for gas production  increased  52.1% to $2,54 per mcf in
the third  quarter  of 1999 from  $1.67  per mcf in the third  quarter  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 and San Juan Basins of New  Mexico.  Some of these  increases  were
partially offset by production declines on previously existing properties.

Oil and gas production cost consists of lease  operating  expense and production
and severance taxes.  Total production costs decreased 9.6% in the third quarter
of 1999 to $771,000 from $853,000 in the third quarter of 1998. Total production
costs per mcf equivalent  (MCFE)  decreased 24.5% to $0.71 per MCFE in the third
quarter of 1999 from $0.94 in the third quarter of 1998.

Energy Marketing (Discontinued Operations)

Energy marketing  revenue  decreased  $1,673,000 in the third quarter of 1999 to
$1,109,000  from  $2,782,000  in the third  quarter  of 1998.  Energy  marketing
related expenses decreased $1,457,000 to $1,267,000 in the third quarter of 1999
from $2,724,000 in the third quarter of 1998.

Depreciation, Depletion, Amortization and Impairment

Depreciation,  depletion,  amortization and impairment  (DD&A) expense increased
$267,000  in the third  quarter of 1999 to  $310,000  from  $43,000 in the third
quarter of 1998. DD&A per MCFE produced decreased 26.7% to $0.53 per MCFE in the
three months ended  September  30, 1999  compared to $0.73 per MCFE in the three
months ended  September 30, 1998. As mentioned  earlier,  a $300,000  impairment
charge was taken in the third quarter for the CONAV facility.

Exploration Expense (Discontinued Operations)

Exploration expense primarily includes unsuccessful drilling cost and geological
and geophysical (G&G) costs.  Exploration  expense decreased in the three months
ended September 30, 1999 by 53.9% to $43,000 from $92,000


                                                                       Page 12

<PAGE>



in the three months ended September 30, 1998.

Selling, General and Administrative Expense

Selling, general and administrative expense increased by $350,000 to $737,000 in
the third 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  as a  result  of
activities relating to selling 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 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 second half of
1999.

Recent Accounting Pronouncements

In September  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  pronouncement  was
delayed  by SFAS  #137  and  will  now be will be  effective  for  fiscal  years
beginning after September 15, 2000. Earlier application is encouraged,  however,
the  Company  does not  anticipate  adopting  SFAS #133  until the  fiscal  year
beginning January 1, 2001.

                                                                      Page 13




<PAGE>




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  relate
primarily to the Company's  investment portfolio and 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
adverse 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,  are  converted  to U.S.  Dollars to
mitigate exposure to currency changes. 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 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 lost
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 and, In  addition,  volumes  produced in
excess of those contracted are sold at market prices.

                             PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

Subsequent to December 31, 1998,  the  Environmental  Protection  Agency ("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 custom emission  control  equipment.  (United
States of America v. Nevada Cogeneration Associates #1, et al, No. CV-S-99-00107
PMP).  As a result of  negotiation,  all parties  entered into a consent  decree
prepared by the U.S.  Department  of Justice that  resolved the above  mentioned
lawsuit and  required  NCA#1 to pay a $100,000  fine and  install  the  emission
control

                                                                      Page 14




<PAGE>



equipment.  The  consent  decree  became  final and was  entered by the court on
August 27, 1999.  As a condition of  settlement  with the EPA,  NCA#1  installed
Selective  Catalytic  Reduction  Equipment  ("SCR's")  during the spring of 1999
maintenance  outage.  The proposed fine was previously accrued by NCA#1 and paid
on September 20, 1999.  NCA#1  believes  that,  with the payment of the fine and
entering of the consent  decree,  it will have no  additional  liability for the
violations alleged in the above mentioned lawsuit.


Item 2.  Changes in Securities.  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. Form 8K filed on August
                              20, 1999 "Stock Purchase Agreement dated August
                              11,  1999  by and  Between  Bonneville  Pacific
                              Corporation,  as  Seller,  and  CEC  Resources,
                              Ltd., As Buyer"

                              Form 8K filed on September 22, 1999
                              "Agreement and Plan of Merger dated as of
                              September 17, 1999 by and between Bonneville
                              Pacific Corporation, as Seller and El Paso Energy
                              Corporation, as Buyer" and Press Release dated
                              September 20, 1999

                              Form 8K filed on November 4, 1999
                              "Announcing disposition of Bonneville Fuels
                              Corporation asset"

Item 6a  Exhibit-27 Financial Data Schedule




                                                                      Page 15




<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:  November 12, 1999         BONNEVILLE PACIFIC CORPORATION
                                 (Registrant)

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

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




                                                                     Page 16