UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                                
                                
                                
                                
                            FORM 8-K
                                
                                
                                
                                
                         CURRENT REPORT
                                
                                
                                
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                              1934
                                
                                
                                
                                
                        January 19, 1999
-----------------------------------------------------------------
        Date of Report (Date of Earliest Event Reported)

                                
                    GLADSTONE RESOURCES, INC.
-----------------------------------------------------------------
                                
 State of Washington        001-01525              91-0234563
---------------------   ----------------     -------------------
   (State or other      (Commission File        (IRS Employer
    Jurisdiction             Number)         Identification No.)
  of Incorporation)

     3500 Oak Lawn, Suite 590
          Dallas, Texas                             75219
---------------------------------------            --------
(Address of Principal Executive Offices)          (Zip Code)

                          (214 )528-9620
-----------------------------------------------------------------
      (Registrant's Telephone Number, Including Area Code)
                                
        5646 Milton Street, Meadow Building, Suite 210
                      Dallas, Texas  75206
-----------------------------------------------------------------
  (Former Name or Former Address, if Changed since last Report)


<PAGE>

ITEM 1.   CHANGE IN CONTROL OF THE REGISTRANT.

     On January 19, 1999, H. Wayne Gifford, an individual
residing in Dallas, Texas, Charles B. Humphrey, an individual
residing in Dallas, Texas, Johnathan M. Hill, an individual
residing in Dallas, Texas, Fred Oliver, an individual residing in
Dallas, Texas, David Tyrrell, an individual residing in Dallas,
Texas (individually and as trustee of the Katherine Desporte
Tyrrell Trust), Sheila Irons, an individual residing in
Carrollton, Texas (individually and as trustee of the Humphrey
Childrens Trust), Katherine Murphy, an individual residing in
Rowlett, Texas, and Clay Moore, an individual residing in Dallas,
Texas, purchased in two simultaneous transactions (the
"Purchases") an aggregate of 3,134,325 shares of the common
stock, no par value (the "Common Stock"), of Gladstone Resources,
Inc., a Washington corporation ("Gladstone"), representing
approximately 73.76% of the Common Stock.

     The Purchases were effected pursuant to the terms of (i) a
Stock Purchase Agreement dated January 19, 1999 (the "Brooks
Purchase") among Mr. Gifford, Mr. Humphrey, Mr. Hill, Mr. Oliver,
Mr. Tyrrell (individually and as trustee for Katherine Desporte
Tyrrell Trust), Ms. Irons (individually and as trustee of the
Humphrey Childrens Trust), Ms. Murphy and Mr. Moore
(collectively, the "Purchasers"), and Edward B. Brooks, Jr., a
resident of Dallas, Texas, Charles V. W. Brooks, a resident of
The Woodlands, Texas, Carol Brady, a resident of Dallas, Texas,
Rebecca Feldt, a resident of Dallas, Texas and Debra Brooks
Garrett, a resident of Dallas, Texas (collectively, the "Brooks
Sellers"), and (ii) a Stock Purchase Agreement dated January 19,
1999 (the "Cloarec Purchase") among the Purchasers and C. J.
Cloarec, M.D. and Camrose Optical Co. (the "Cloarec Sellers").

     In connection with the Purchase from the Brooks Sellers, the
Purchasers purchased 2,973,000 shares, or approximately 69.97%,
of the Common Stock and paid the Brooks Sellers an aggregate of
approximately $315,229.83 in cash. Each Purchaser, except
Mr. Hill, used personal funds (or trust funds in the case of the
trusts) to purchase the shares of Common Stock subject to the
Brooks Purchase. Mr. Hill borrowed the funds he used to purchase
the shares of Common Stock that he acquired in the Brooks
Purchase from Mr. Humphrey on January 19, 1999, under a
promissory note (the "Promissory Note") and stock pledge
agreement (the "Stock Pledge Agreement"), which Promissory Note
provides for interest upon any outstanding balance at 10% and is
payable on February 28, 1999. The loan is secured under the Stock
Pledge Agreement with Mr. Hill's 1,080,819 shares of Common
Stock. Pursuant to an Agreement dated January 19, 1999, the
Brooks Sellers have agreed to take or cause to be taken all such
action as is necessary to cause Mr. Hill, Mr. Humphrey, Mr.
Gifford, Mr. Oliver and Ms. Murphy to be appointed to and to
constitute all the members of the Board of Directors of
Gladstone.  The appointment of such persons will require that the
size of the board of directors of Gladstone increase from three
to five. None of Mr. Hill, Mr. Humphrey, Mr. Gifford, Mr. Oliver
or Ms. Murphy is currently a member of the Board of Directors.
Mr. Hill, Mr. Humphrey, Mr. Gifford, Mr. Oliver, Mr. Tyrrell
(individually and as trustee of the Katherine Desporte Tyrrell
Trust), Ms. Irons (individually and as trustee of the Humphrey
Childrens Trust), Ms. Murphy and Mr. Moore plan to elect Mr. Hill
as President of Gladstone, Ms. Irons as Vice President of
Gladstone and Ms. Murphy as Treasurer of Gladstone. The Brooks
Sellers include Mr. Edward B. Brooks, Jr. who is a director and
officer of Gladstone. The consideration

<PAGE>

paid by the Purchasers in connection with the Brooks Purchase was
determined by arms length negotiations between the Purchasers and
the Brooks Sellers.
     
     In connection with the Purchase from the Cloarec Sellers,
the Purchasers purchased 161,325 shares of Common Stock, or
approximately 3.8% of the Common Stock and paid the Cloarec
Sellers an aggregate of $16,182.50 in cash. Each Purchaser except
Mr. Hill used personal funds (or trust funds in the case of the
trusts) to purchase the shares of Common Stock subject to the
Cloarec Purchase. Mr. Hill borrowed the funds he used to purchase
the shares of Common Stock that he acquired in the Cloarec
Purchase from Mr. Humphrey under the Promissory Note and the
Stock Pledge Agreement. The consideration paid by the Purchasers
in connection with the Cloarec Purchase was determined by arms
length negotiations between Purchasers and the Cloarec Sellers.


ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.

     On January 19, 1999, Gladstone sold certain of its oil and
gas properties in the Schleicher and Kent Counties, Texas (the
"Properties") to EXCO Resources, Inc., a Texas corporation
("EXCO"). The Properties included 66 gross productive wells (9.75
net productive wells) with current net production of
approximately 42.18 barrels of oil and 126,000 cubic feet of natural
gas per day, and 6 gross (.75 net) non-producing wells. The
Properties constituted approximately 90.418% of the gross
productive wells (71.17% net productive wells) and approximately
88.68% of the barrels of oil and 59.38% of the cubic feet of
natural gas per day produced by all of Gladstone's oil and gas
properties.

     The aggregate sales price of the Properties was $315,000.
The amount of consideration was determined through arms length
negotiation. Gladstone is aware that EXCO sold the Properties on  
 January 19, 1999 to Mr. Edward B. Brooks, Jr., an officer and
 director of Gladstone, for an aggregate consideration of $315,000.

     Gladstone did not seek shareholder approval for the sale.

<PAGE>

ITEM 5.   OTHER EVENTS.

     Effective January 19, 1999, Gladstone changed the address of
its principal executive offices to 3500 Oak Lawn Avenue, Suite
590, Dallas, Texas  75219.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
     
     (b)  Pro forma financial information

          Gladstone intends to prepare the required pro forma
          financial statements and file same as an amendment to
          this Current Report on Form 8-K as soon as practicable.

     (c)  Exhibits.

          2.1  Stock Purchase Agreement made and entered into as
               of the 19th day of January, 1999 between Edward B.
               Brooks, Jr., Charles V. W. Brooks, Carol Brady,
               Rebecca Feldt and Debra Brooks Garrett, as
               Sellers, and H. Wayne Gifford, Charles B.
               Humphrey, Johnathan M. Hill, Fred Oliver, David
               Tyrrell (individually and as trustee of the
               Katherine Desporte Tyrrell Trust), Sheila Irons
               (individually and as trustee of the Humphrey
               Children's Trust), Katherine R. Murphy and Clay
               Moore, as Purchasers.
          
          2.2  Stock Purchase Agreement made and entered into
               January 19, 1999 by and between C. J. Cloarec M.D.
               and Camrose Optical Co., as Sellers, and H. Wayne
               Gifford, Charles B. Humphrey, Johnathan M. Hill,
               Fred Oliver, Darrel Tyrrell (individually and as
               trustee of the Katherine Desportes Tyrrell Trust),
               Sheila Irons (individually and as trustee of the
               Humphrey Children's Trust), Katherine R. Murphy
               and Clay Moore, as Purchasers.
          
          2.3  Assignment and Bill of Sale made and entered into
               January 18, 1999, but effective as of October 1,
               1998, by and between Gladstone Resources, Inc., as
               Seller, and Exco Resources, Inc., as Purchaser.
          
          2.4. Agreement entered into January 19, 1999 among
               Edward B. Brooks, Jr., Charles V. W. Brooks, Carol
               Brady, Rebecca Feldt and Debra Brooks Garrett and
               H. Wayne Gifford, Charles B. Humphrey, Johnathan
               M. Hill, Fred Oliver, David Tyrrell (individually
               and as trustee of the Katherine Desporte Tyrrell
               Trust), Sheila Irons (individually and as trustee
               of the Humphrey Children's Trust), Katherine R.
               Murphy and Clay Moore.
          

<PAGE>


                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.

                              GLADSTONE RESOURCES, INC.
                              
                              
                              By:  __________________________
                                   Edward B. Brooks, Jr.
                                   President

<PAGE>

                          EXHIBIT INDEX
                                

EXHIBIT NO.    DESCRIPTION

2.1            Stock Purchase Agreement made and entered into
               as of the 19th day of January, 1999 between
               Edward B. Brooks, Jr., Charles V. W.
               Brooks, Carol Brady, Rebecca Feldt and Debra
               Brooks Garrett, as Sellers, and H. Wayne Gifford,
               Charles B. Humphrey, Johnathan M. Hill, Fred
               Oliver, David Tyrrell (individually and as trustee
               of the Katherine Desporte Tyrrell Trust), Sheila
               Irons (individually and as trustee of the Humphrey
               Children's Trust), Katherine R. Murphy and Clay
               Moore, as Purchasers.

2.2            Stock Purchase Agreement made and entered into
               January 19, 1999 by and between C. J.
               Cloarec M.D. and Camrose Optical Co., as Sellers,
               and H. Wayne Gifford, Charles B. Humphrey,
               Johnathan M. Hill, Fred Oliver, Darrel Tyrrell
               (individually and as trustee of the Katherine
               Desportes Tyrrell Trust), Sheila Irons
               (individually and as trustee of the Humphrey
               Children's Trust), Katherine R. Murphy and Clay
               Moore, as Purchasers.

2.3            Assignment and Bill of Sale made and entered into
               January 18, 1999, but effective as of
               October 1, 1998, by and between Gladstone
               Resources, Inc., as Seller, and Exco Resources,
               Inc., as Purchaser

4.1            Agreement entered into January 19, 1999
               among Edward B. Brooks, Jr., Charles V. W. Brooks,
               Carol Brady, Rebecca Feldt and Debra Brooks
               Garrett and H. Wayne Gifford, Charles B. Humphrey,
               Johnathan M. Hill, Fred Oliver, David Tyrrell
               (individually and as trustee of the Katherine
               Desporte Tyrrell Trust), Sheila Irons
               (individually and as trustee of the Humphrey
               Children's Trust), Katherine R. Murphy and Clay
               Moore.