UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-K

    [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
                  For the fiscal year ended December 31, 1997
                                      OR
    [ ]    TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
         For the transition period from ______________ to ________________

                        Commission file number 1-12396

                               THE BEARD COMPANY
            (Exact name of registrant as specified in its charter)

       Oklahoma                                     73-0970298
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                 Identification No.)

                          Enterprise Plaza, Suite 320
                             5600 North May Avenue
                            Oklahoma City, Oklahoma                   73112
                   (Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code:  (405) 842-2333

          Securities registered pursuant to Section 12(b) of the Act:

                                                  (Name of each exchange on
     (Title of each class)                            which registered)
Common Stock, $.001 par value                       American Stock Exchange
Redeemable Preferred Stock, $1.00 par value                   None

       Securities registered pursuant to Section 12(g) of the Act:  None

      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 requirement for the past 90 days.  Yes [X]    No [  ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405  of  Regulation  S-K is not contained herein, and will not be contained, to
the  best  of  registrant's  knowledge,  in  definitive  proxy  or  information
statements incorporated  by  reference  in  Part  III  of this Form l0-K or any
amendment to this Form 10-K.  [ X ]

      The  aggregate  market  value  of the voting common stock  held  by  non-
affiliates  of  the  registrant,  computed   by  using  the  closing  price  of
registrant's common stock on the American Stock  Exchange  as  of  the close of
business on February 28, 1998 was $7,527,000.

      The  number of shares outstanding of each of the registrant's classes  of
common stock as of February 28, 1998 was
                   Common Stock $.001 par value - 2,528,239

                     DOCUMENTS INCORPORATED BY REFERENCE:

     Portions  of  the Registrant's Proxy Statement in connection with the 1998
Annual Meeting of Shareholders  of The Beard Company are incorporated herein by
reference as to Part III, Items 10, 11, 12 and 13.
<PAGE>


                               THE BEARD COMPANY
                                   FORM 10-K

                  For the Fiscal Year Ended December 31, 1997

                               TABLE OF CONTENTS

PART I

Item 1.     Business

Item 2.     Properties

Item 3.     Legal Proceedings

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

Item 4a.    Executive Officers and Significant Employees of the Company

PART II

Item 5.     Market for the Company's Common Equity and Related Stockholder
            Matters

Item 6.     Selected Financial Data

Item 7.     Management's  Discussion  and  Analysis  of Financial Condition and
            Results of Operations

Item 8.     Financial Statements and Supplementary Data

Item 9.     Changes in and Disagreements with Accountants on Accounting and
            Financial Disclosure

PART III

Item 10.    Directors,  Executive Officers and  Significant  Employees  of  the
            Registrant

Item 11.    Executive Compensation

Item 12.    Security  Ownership  of  Certain  Beneficial  Owners and Management

Item 13.    Certain Relationships and Related Transactions

PART IV

Item 14.    Exhibits, Financial  Statement  Schedules,  and Reports on Form 8-K

SIGNATURES
<PAGE>
                               THE BEARD COMPANY

                                   FORM 10-K

                          FORWARD LOOKING STATEMENTS

      This document contains "forward looking statements"  as  defined  by  the
Securities  Litigation  Reform Act of 1995.  These statements should be read in
conjunction with the cautionary statements included in this document, including
those found under "Item 7.   Management's  Discussion and Analysis of Financial
Condition and Results of Operations."

                                    PART I

Item 1.  Business.

(a)   General development of business.

   General. As the result of a merger approved  by stockholders and effected in
November of 1997 (the "Merger"), The  Beard Company  was  merged into its newly
formed  subsidiary which was immediately renamed The Beard Company.   The  sole
purpose of  the  Merger  was  to  impose  certain  transfer restrictions on the
Company's  preferred  and  common stock to prevent inadvertent  application  of
Section 382 of the Internal  Revenue  Code  in  the future and thus protect the
Company's net operating loss carryforwards of approximately $53.8 million as of
December 31, 1997.

     The  Company  operates  within  two  major  industry   segments:  (1)  the
environmental/resource  recovery segment (the "E/RR" Segment"),  consisting  of
environmental services and  resource  recovery  activities,  and (2) the carbon
dioxide  segment  (the "CO{2} Segment"), comprised of the production  of  CO{2}
gas.   Beard  also  has   other  operations,  including  (i)  a  minority-owned
investment in a joint venture  for the extraction, production and sale of crude
iodine, and (ii) various assets  and  investments  which  the  Company has been
liquidating as opportunities have materialized.

    As a result of the 1993 Restructure (the "Restructure" - see  below)  Beard
has approximately  $53.8  million  of  unused  net  operating  losses ("NOL's")
available for carryforward.  Unless the context otherwise requires,  references
to   Beard   and   the  Company  herein  include  Beard  and  its  consolidated
subsidiaries, including Beard Oil Company ("Beard Oil").

Recent Developments

   In February of 1998  the  Company  formed Interstate Travel Facilities, Inc.
("ITF"), which acquired four convenience  store/service  station properties and
one undeveloped property strategically located on Interstate  Highways I-35 and
I-40 in Oklahoma.  Two of the stores and the undeveloped property  are  located
in the north part of the Oklahoma City Metroplex on I-35.  The other two stores
are  located  on  I-40  east  of  Oklahoma  City.   (See  "Recent  Activities -
Interstate Travel Facilities, Inc." at pages 14 through 15 of this report).

   The operations of the Company's interstate travel facilities will comprise a
new segment of business beginning with the first quarter of 1998.

                             THE 1993 RESTRUCTURE

    The  1993  Restructure.   As  a result of a restructure (the "Restructure")
effected   in   October   of  1993  with  four   institutional   lenders   (the
"Institutions"): (a) Beard divested substantially all of the oil and gas assets
of its subsidiary, Beard Oil;  (b)  $101,498,000  of  long-term  debt and other
obligations were effectively eliminated; and (c) the Institutions  received 25%
of  Beard's  then outstanding common stock and $9,125,000 stated value  (91,250
shares, or 100%) of Beard's then outstanding preferred stock.

   Subsequent Sale of Stock by Certain Institutions; Current Stock Ownership by
the Institutions.  In January of 1997 three of the four Institutions sold their
common and preferred  shares to five individuals.  These individuals thereafter
sold such shares to the  Company  (the "Repurchase").  Repurchase of the common
(303,890 shares) was effected by the Company in November of 1997 and repurchase
of the preferred (47,729 shares) was  effected in January of 1998.  As a result
of the Repurchase, together with the subsequent  redemption of 14,589 preferred
shares from the sole remaining preferred shareholder,  the  Company has reduced
its  outstanding  common  shares from 2,832,129 to 2,528,239 (net  of  treasury
shares) and its outstanding  preferred  shares  from 90,156 to 27,838. The sole
remaining Institution holds 11.68% of the voting  power  of  Beard  through its
ownership  of  common  stock  and  an additional 5.35% through its holdings  of
preferred stock, for a total of 17.03% of the total outstanding voting stock of
the Company.  Prior to the Repurchase  the  preferred  holders  had  elected  a
director who continues to serve on Beard's six-member Board of Directors.

    Mandatory  Redemptions  of  Beard Preferred Stock.  The Company's preferred
stock is mandatorily redeemable through  December  31,  2002  from one-third of
Beard's "consolidated net income" as defined.  Accordingly, one-third of future
"consolidated  net  income" will accrete directly to the preferred  stockholder
and reduce earnings per common share.

   Conversion of Beard  Preferred  Stock.  Each  share of Beard preferred stock
which has not previously been redeemed may be converted into 5.129425 shares of
Beard  common stock after December 31, 2002.  Fractional  shares  will  not  be
issued, and cash will be paid in redemption thereof.

   Preservation  of  NOL's.  The Company estimates that at year-end 1997, Beard
and its consolidated subsidiaries  had  NOL's  of  approximately $53.8 million.
Beard considers such NOL's, which expire between 2004  and  2010,  to be one of
its  most  valuable  assets  and  that  loss  of  the NOL's would have a severe
negative impact on the Company's future value. Beard took action to protect the
assets  and  prevent  the triggering of an "ownership  change"  as  defined  in
Section 382 of the Code  by  re-imposing  restrictions  on all of its shares to
prevent transfer without the Board of Directors' consent  to any person if that
person was, or would thereby become, a holder of 5% or more  of the fair market
value of Beard's outstanding capital stock.

   Indemnification Obligations.  As a result of the Restructure  and subsequent
Repurchase,  the  Company  continues  to  have an indemnity obligation  to  the
remaining  Institution  and  to one of its assignees  for  certain  losses  (i)
arising out of the ownership and/or operation of Beard Oil's former oil and gas
assets, including environmental  liabilities;  (ii)  arising under any employee
benefit  or  severance  plan;  or  (iii)  relating to any misrepresentation  or
inaccuracy in any representation made by the Company or Beard Oil in connection
with  the  Restructure (collectively, the "Obligations").   Neither  Beard  nor
Beard Oil is  presently  aware of any material liabilities existing as a result
of such Obligations.

   Discontinued Operations.   In October of 1997 the Company sold substantially
all of the assets of its 85%-owned  dry  ice  subsidiary,  Carbonic Reserves, a
company  involved  in  the manufacturing and distribution of solid  CO{2}  (the
"Solid CO{2} Segment"),  which  comprised  the  bulk of the assets of its CO{2}
Segment.   Beard  discontinued  its  real estate construction  and  development
activities  in  January  of  1997.   As  a  result,  the  Company's  continuing
operations in 1997 consist primarily of the E/RR  Segment,  the  CO{2}  Segment
(production of CO{2} gas) and other unrelated activities.  Accordingly, the net
operating  results  of  the  Company's  dry  ice manufacturing and distribution
business and of its real estate construction and  development  activities  have
been presented as discontinued operations in 1997 and for all periods presented
in the consolidated statements of operations.

    At  December  31,  1997,  the  Company  had  sold  all  of  its real estate
construction and development assets with the exception of one speculative  home
which  remains  for  sale.   The Company expects to dispose of this home in the
near future at its recorded value  as  of December 31, 1997.  (See Management's
Discussion and Analysis---Discontinued operations at page 26 of this report and
note 2 of the financial statements).

                             CONTINUING OPERATIONS

   Environmental/Resource Recovery Activities.   When  Beard divested itself of
Beard Oil's oil and gas assets in 1993, it redirected the focus of its oilfield
services subsidiaries to environmental services activities.   The  Company  and
its  management have considerable expertise in the environmental field stemming
from previous  experience as the founder, as officers and directors, and as the
principal shareholder  of USPCI, Inc. (NYSE) from 1968 until its acquisition by
Union Pacific Corporation in 1987-88.

    In 1993 Whitetail Services,  Inc.  ("Whitetail")  terminated  its  oilfield
construction   activities   and   converted   its   operations  to  focus  upon
environmental  services,  including  soil  and  groundwater   treatment  system
installations,  site  remediation,  bioremediation,  waste  stabilization   and
solidification,  underground  storage  tank removal, heavy equipment operations
and emergency spill response.  Whitetail's  environmental  service capabilities
were  expanded  in  1995  by the addition of environmental drilling  and  waste
transportation and storage,  both  of  which  had  previously been conducted by
separate subsidiaries.

    In  1990  the  Company  acquired  more  than  80%  of Energy  International
Corporation  ("EI"),  a  research  and development firm specializing  in  coal-
related technologies.  During the four  years that Beard owned EI, EI developed
a  new  patented  technology  know  as  Mulled   Coal   Technology   (the  "M/C
Technology").  In 1994 Beard sold EI to a subsidiary of The Williams Companies,
Inc.,  but  retained the M/C Technology which was contributed to a wholly-owned
subsidiary, Beard  Technologies,  Inc.  ("BTI").  In  early  1996  BTI,  as the
principal  subcontractor,  delivered  its final report in connection with a 23-
month  contract with the United States Department  of  Energy  (the  "DOE")  to
demonstrate  the storage, handling and transportation characteristics of Mulled
Coal under commercial  conditions.   The  results  and conclusions of the final
report  far  surpassed  BTI's original expectations.  (See  "Resource  Recovery
Activities - Department of Energy Contract"). Since that time BTI has continued
to pursue the commercial development of the M/C Technology.

   In May of 1996 the Company acquired 80% of Horizontal Drilling Technologies,
Inc. ("HDT"), a company specializing  in trenchless technology.  As part of the
purchase  consideration  the  seller  received  20%  of  the  common  stock  of
Whitetail.  HDT specializes in directional  drilling  and has completed various
aspects of utility and environmental remediation projects in 14 states.  It has
focused much of its attention since the acquisition on  cable  and fiber optics
installations.

    In  January  of  1997  the  Company  acquired  80%  of ISITOP, Inc.,  which
specializes in the remediation of creosote and polycyclic  aromatic hydrocarbon
("PAH") contamination.

   Collectively, the E/RR Segment can provide environmental related services to
industry  and  government on a nationwide scale utilizing the  newest  emerging
technologies and  state  of  the art assessment-to-remediation techniques.  Now
that BTI has successfully demonstrated  the  commercial  feasibility of its M/C
Technology, it is focusing its current efforts on marketing  such technology in
the  eastern  coal  producing  states,  where  it hopes to set up several  coal
recovery  projects  for the larger coal companies  and/or  utilities  operating
there.

   Carbon Dioxide Operations.   The  Company's  carbon  dioxide  activities now
consist of the production of CO{2} gas which is conducted through  Beard.   The
Company  owns  non-operated  working  and  overriding  royalty interests in two
producing CO{2} gas units in Colorado and New Mexico.

(b)   Financial information about industry segments.

   Financial information about industry segments is contained in the Statements
of  Operations  and  Note (16) of Notes to the Company's Financial  Statements.
See Part II, Item 8---Financial Statements and Supplementary Data.

(c)   Narrative description of business segments.

   The Company operates  within  two  major  industry segments: E/RR and CO{2}.
All  of such activities, with the exception of  Beard's  CO{2}  gas  production
activities,  are  conducted through subsidiaries.  Beard, through its corporate
staff, performs management,  financial,  consultative, administrative and other
services for its subsidiaries.


                  ENVIRONMENTAL/RESOURCE RECOVERY ACTIVITIES

   General.  Following the 1993 Restructure, the operations of several of Beard
Oil's   oilfield  services  subsidiaries  were   redirected   to   focus   upon
environmental  services  activities.   Following  the  sale  of  the  Company's
research  and  development company in 1994 another subsidiary has continued  to
pursue the commercial  development of the patented coal technology developed by
its R&D predecessor.  In  May  of  1996  a  company was acquired which utilizes
trenchless technology for its environmental remediation  projects.   In January
of 1997 another subsidiary became the exclusive U.S. licensee for the  use of a
chemical process for the remediation of creosote and PAH contamination.

       The  Company  and  its  management  have  considerable  expertise in the
environmental  area  stemming  from  previous  experience  as  the founder,  as
officers and directors, and as the principal shareholder of USPCI,  Inc. (NYSE)
from 1968 until its takeover by Union Pacific Corporation in 1987-88.

   Environmental Services Activities

    Whitetail Services, Inc.  In 1990 Beard Oil took over the operations  of  a
small  oilfield  construction business operating in central Oklahoma. Beard Oil
operated  the  business  through  a  wholly-owned  subsidiary  named  Whitetail
Services, Inc. ("Whitetail")  which  started  to expand the business.  With the
deterioration in oil and gas drilling activities  in  early  1991,  Whitetail's
services  were  broadened  to  include  environmental  cleanup of non-hazardous
material.

    In  1993  Beard  Oil made the decision to discontinue Whitetail's  oilfield
construction activities and Whitetail's outstanding construction contracts were
concluded.  The employees  involved  with such contracts were terminated. Beard
Oil transferred the corporate shell of  Whitetail  and part of its equipment to
Beard. Whitetail retained 12 employees who were involved  in  its environmental
cleanup activities.

   Whitetail handles a wide range of environmental services, including soil and
groundwater  treatment  system installations, site remediation, bioremediation,
waste  stabilization  and  solidification,  underground  storage  tank  ("UST")
removal, heavy equipment operations  and  emergency  spill  response.  Recently
Whitetail  has diversified its capabilities to include the replacement  of  old
water lines  with  new  lines  in order to upgrade municipal water distribution
systems.

    Through  its  SQG Services Division  ("SQG  Services")  Whitetail  provides
consulting services  to  generators  of  small quantities of hazardous and non-
hazardous industrial waste and handles the  removal  and disposal of same.  SQG
Services also provides services for removal and disposal of waste products, and
handles  all  related  documentation,  ensuring  compliance   with   government
regulations  and  reducing  future  liability.   One  of  SQG  Services' unique
features  is  its  characterization  services  which  sample  and identify  the
customer's waste, ensuring that it is properly analyzed and safely handled from
that point forward.

    All  of  SQG Services' personnel must undergo rigorous training,  including
OSHA required  40  Hour  Hazardous  Waste  Operations  and  Emergency  Response
training  ("HAZWOPER"),  CPR/First  Aid,  Confined  Space and other specialized
training certifications that apply to their work.

    In  late  1996  Whitetail  shifted its marketing focus,  placing  increased
emphasis on the development of private  sector  accounts  while  continuing  to
service  current governmental, public sector clients.  In early 1997, marketing
efforts were  initiated  to  promote  diversification  into underground utility
construction  including  telecommunications, and water, sewer  and  gas  mains.
While it has handled jobs  in  several  other  states,  Whitetail  has operated
primarily  to  date in Oklahoma, Texas, Kansas, Arkansas, and Missouri.   As  a
result of the HDT  acquisition  (see below), Beard's ownership in Whitetail was
reduced to 80%.

   Since the takeover of Whitetail's  operations by Beard in 1990 the number of
Whitetail's employees has increased from  12 to 45 (42 full time and three part
time) as of December 31, 1997.   Ten full time  employees  were  added  in 1997
primarily  as  a  result  of Whitetail's diversification into municipal utility
construction.

   Horizontal Drilling Technologies,  Inc.  In May of 1996 the Company acquired
80% of the common stock of Horizontal Drilling Technologies, Inc. ("HDT").  The
seller  received  20%  of  the  common  stock  of  Whitetail  as  part  of  the
consideration  for  the  purchase  of  HDT.   HDT  specializes  in  directional
horizontal drilling and in the installation of  horizontal  wells  for soil and
groundwater  remediation.   HDT  has  completed  a broad range of projects  for
utilities, municipalities, pipeline companies, environmental  service companies
and  others  in  14  states.  Because of the tremendous growth currently  being
enjoyed by the telecommunications  industry,  HDT  is concentrating much of its
present marketing efforts on cable and fiber optic installations.

   During 1997 HDT and Whitetail, in a joint marketing effort, diversified into
several  phases  of utility construction utilizing HDT's  directional  drilling
techniques and Whitetail's construction capabilities.  As a result of this team
effort, numerous water  and gas main rehabilitation and relocation projects and
fiber optic network builds have been completed during the last 12 months.

   ISITOP, Inc.  In January  of  1997 Beard changed the name of a wholly-owned,
inactive  subsidiary  to  ISITOP,  Inc.  ("ISITOP").  ISITOP  has  obtained  an
exclusive license for the United States  from  a  company which has developed a
chemical (54GO{TM} 101) and has tested a process which  utilizes  such chemical
for  the remediation of creosote and PAH contamination. U.S. Patent  #5,670,460
for method  and  composition  for  54GO{TM}  Products was granted September 23,
1997.   This  patent  covers  all  applications  utilizing  54GO{TM}  Products,
including  ISITOP's applications.  A specific application  for  remediation  is
expected to be applied for in May 1998.

    ISITOP is  80%-owned  by  Beard  and  20%-owned  by two members of ISITOP's
management  team,  who are also the principals of the company  from  which  the
license was obtained.   Pursuant  to  employment  agreements  and other related
agreements these two parties also have options to acquire an additional  30% of
ISITOP following payout of all sums owed by ISITOP to Beard.

    Creosote  is  a  very  complex  mixture  of  hydrocarbons  and  hydrocarbon
derivatives.  It  revolutionized  the  use  of  wood  and  wood products in wet
environments by preventing rapid decomposition. Creosote compounds are still in
use  today, primarily to treat telephone poles, railroad ties,  bridge  timbers
and similar construction materials and to a lesser extent as medicinal agents.

   Creosote  mixtures  contain  many  compounds that are known to cause several
forms of cancer in animals and have been  linked  to  several  types  of cancer
(skin, etc.) in humans. The specific chemical family of cancer producing agents
found  in  creosote  are  a  group  of  molecules  that  are made up of several
connected ring structures known as polycyclic aromatic hydrocarbons  ("PAH's").
These  compounds are in families of chemicals known by names like "anthracene",
"fluorene"  and "benzo-pyrenes".  These mixtures make up the preparations known
as "creosote"  and  are  related by their poly ring structure.  Because of this
biological structure, many  are  either  known  carcinogens  or  cancer suspect
agents.

   Even though the use of creosote was "restricted" in the mid-1960's,  it  and
many  of  its  sister  mixtures  are  still  in  wide  use both in the U.S. and
throughout the world.  The U.S. alone has over 700 wood preserving plants which
are estimated to use or produce more than 495,000 tons of creosote and creosote
byproducts per year.

    In the three-step licensed process used by ISITOP, the  contaminated  soils
are placed  into on-site containers for processing using a proprietary chemical
wash (54GO{TM}  101---solvent  specific) followed by bioremediation and perhaps
some  air  drying.   The process can  take  place  at  the  contaminated  area,
eliminating the high costs and exposure of disposal and trucking.

   ISITOP completed the  first  field  test  of  its chemical process in May of
1997.   The  site  was  a  storage yard of an old narrow  gauge  railroad  near
Durango, Colorado, where railroad  ties  had  been  stored  for many years (the
"Durango  Project").   The  owners of the site estimated that approximately  25
gallons  of  liquid creosote had  been  spilled  over  an  extended  period  of
approximately  30  years.   A  total of 72 cubic yards of contaminated soil was
treated at the site.

   Measuring the contamination of  sites  is  often  related  to BAP (Benzo (A)
Pyrene) equivalents.  Each of the constituents of concern (known cancer causing
Analytes) are factored and assigned a BAP value.  The value at the beginning of
the Durango Project was 251.02 BAP equivalent.  Many states have  established a
value  of  8  mg/kg  as  a  prime  remediation  goal.  The Durango Project  was
completed within 150 days with a BAP equivalent of 2.053.

   ISITOP is currently holding discussions with the  developers  of  two  major
remediation  technologies to evaluate how ISITOP's chemical process can enhance
their process.   Studies  by  Dr.  Joe Bowden of CDS Environmental, and a staff
consultant to ISITOP, indicate that  ISITOP's  process  can  expedite processes
such as steam and soil heating, dramatically reducing the time  and  expense of
such  processes.   These  processes  would  enable  in-situ  remediation  while
reducing the costs of remediation.

    ISITOP  has  also  developed  a  process  for cleaning of tanks at creosote
treating  facilities,  and  has several proposals  outstanding  utilizing  such
process.  Utilization of the  process  would enable the end user to recover the
materials within the storage tanks without  manned entry, allowing them to sell
the recovered materials.

   Despite the dearth of commercial projects  to  date, ISITOP believes that it
is positioning itself and its technologies to become  a  significant  player in
the remediation market.

    Incorporated  Tank Systems.  Through another subsidiary, Incorporated  Tank
Systems  ("ITS"),  the   Company   conducts   wastewater  storage  tank  rental
operations.  ITS has 36 wastewater storage tanks  available  for rental.  As of
March 12, 1998, eight tanks were rented.

Resource Recovery Activities

    History/Formation of Beard Technologies, Inc.  In early 1990,  the  Company
acquired  more  than 80% of Energy International Corporation ("EI"), a research
and development firm  specializing  in  coal-related technologies.   During the
four years that Beard owned EI, EI developed  a  new technology known as Mulled
Coal Technology (the "M/C Technology").

   In May 1994 Beard sold EI to a subsidiary of The  Williams  Companies, Inc.,
retaining  certain  assets  and  the patent rights to the M/C Technology  which
Beard  contributed  to  a  wholly-owned  subsidiary  which  was  renamed  Beard
Technologies,  Inc. ("BTI").   BTI  has  continued  to  pursue  the  commercial
development of the M/C Technology.  BTI has one full time employee.

   The M/C Technology.   Underground  coal mines have always produced a certain
amount of fine coal which is difficult  to  clean and to market due to handling
problems.  Existing washing processes used to  deal  with  this problem are all
wet processes, and the end product must be dewatered to make  it  acceptable in
the  market  place, which is difficult and usually expensive.  The Mulled  Coal
process is an  innovative  and  inexpensive  solution  to  fine  coal  handling
problems.   It  is  a  process  which  involves  the  addition  of  a  low cost
specifically  formulated  reagent  to wet fine coal in a simple mixing step  to
produce a material ("Mulled Coal") that handles, stores and transports like dry
coal.  But, unlike thermally dried fine  coal,  Mulled  Coal is not dusty, will
not  rewet,  will  not  freeze, and causes no environmental or  safety  hazards
related to fugitive coal dust.

    Patent Protection.  The  U.S.  patent  for the M/C Technology was issued in
1993.  Since then patents have been issued for  Australia,  Europe (enforceable
in Germany, Great Britain, Italy and Spain), Poland and South  Africa.   Patent
applications are pending in a number of other nations.

    Department  of  Energy Contract.  Prior to 1994 the M/C Technology had only
been successfully demonstrated  in  the  laboratory.   In March 1994 the United
States Department of Energy (the "DOE") awarded a contract  to  EI  under which
the  DOE agreed to fund a majority of the cost of demonstrating the feasibility
of the  M/C Technology at a near commercial scale.  BTI, EI and the DOE entered
into agreements  whereby EI remained as the prime contractor with BTI providing
technical and on-site management for the project (the "DOE Project").

    The DOE Project  was  located  at  a  large  coal  preparation  plant  near
Birmingham,  Alabama, which is owned and operated by a major coal producer.  At
the completion  of  the  production  phase  of the project, the Mulled Coal was
shipped to an Alabama power company.  The 23-month  program  was  completed  in
February  of  1996  and  the final project reports were delivered to the DOE in
March of 1996.

   Results of the DOE Project  were  highly encouraging.  The design of process
equipment and controls worked very well.   Excellent  quality  Mulled  Coal was
produced on a continuous basis, in a commercial environment and at a production
rate  which was 50 times higher than production rates for previous pilot  plant
tests.  Actual operating costs at the near commercial scale were far lower than
costs which  had  been  projected  from laboratory and pilot plant tests.  And,
most importantly, the Mulled Coal caused no problems with storage, handling and
shipping.

   Commercial Development Activities.   As  a  result  of  the DOE Project, BTI
considers  the M/C Technology to be fully ready for commercialization.   During
the past 24  months  efforts  have  been made to make producers in the U.S. and
other coal producing nations aware of  the  technology and its advantages.  BTI
has  called on numerous coal producers, preparation  plant  builders  and  coal
preparation  engineering  firms  to  acquaint  them  with the technology and to
explore  licensing  arrangements related to the M/C Technology.   It  has  also
called on several utilities that burn large quantities of coal.

   Millions of tons of  fine  wet coal have been discarded to large coal slurry
impoundments throughout the eastern  coal  producing  states,  representing  an
enormous  potential  source  of  low  cost fuel.  BTI will pursue entering into
selected slurry impoundment recovery projects  as  a  venture  partner  with an
experienced  coal  producer,  preparation  plant  operator  or  allied  service
company.

   During the last quarter of 1997 and the first quarter of 1998 there has been
a  flurry  of  activity  focused  upon  the  development  of  fine  coal  waste
impoundment  recovery  projects  which  qualify  for  Federal tax credits under
Section 29 of the Internal Revenue Code.  These projects involve recovering the
raw slurry with a dredge, using a sophisticated washing  plant  to  remove clay
and  other  fine  impurities from the coal, thermally drying the covered  clean
coal product, and finally  producing  a  high  BTU  fine  coal  briquette which
qualifies  for  the  tax subsidy.  In order to qualify for the tax credit,  the
projects must be in operation by July of 1998.

   There are at least 20 Section 29 pond recovery projects in various stages of
development.   As  a  result,   development  activity  for  conventional  (non-
subsidized) projects has temporarily come to a standstill.

   BTI intends to participate in  slurry  pond  recovery  projects---not  as an
owner,  but  as  a  contract  operator  and  as a consultant.  Currently BTI is
negotiating  with  a midwestern utility to be the  contract  operator  of  five
projects which collectively are expected to produce over 2 million tons of coal
per year for the next eight years.

   In late February  of 1998 BTI set up a vibra-core drilling rig which is used
in an advanced but simple  method  of  recovering 3" diameter exploratory cores
from slurry ponds.  The first drilling job  for  a  commercial  client involved
drilling seven core holes in a pond where the coal slurry was covered  by about
five feet of water.  The drilling project was successfully completed during the
first  week  of March 1998.  BTI anticipates that there will be a strong demand
for its slurry pond drilling services for the balance of 1998.

   The BTI fine coal preparation laboratory has been gearing up to perform core
analyses for slurry  pond recovery projects.  In addition to supporting our own
pond evaluations, BTI  has  begun  offering  similar services to others who are
developing pond recovery projects.  The first  large  commercial  job came into
the  lab  in  the  second week of March 1998.  BTI expects a strong demand  for
commercial lab services for at least the next six months.

   Facilities.  Whitetail,  its SQG Services Division and HDT utilize an office
and related facilities leased by  Whitetail in Oklahoma City.  HDT also rents a
small office in Wichita.  BTI leases  an  office and laboratory facilities from
the Applied Research Center at the University  of  Pittsburgh  ("UPARC").   The
UPARC  facilities  give  BTI access to a wide range of coal and mineral testing
capabilities.  ISITOP is furnished  office  space  in Farmington, New Mexico as
part of its arrangement with the company from which it obtained its license.

   Principal Products and Services.  The principal services rendered by Beard's
E/RR  Segment  are:  (1) Soil and groundwater treatment  system  installations;
site remediation;  UST  removal;  construction; drilling and emergency response
services; and consulting and safety  training  services  for  the  handling  of
hazardous  and  non-hazardous  materials  and the removal and disposal of same.
Such services are furnished through Whitetail  and  its  SQG Services Division.
(2)  Through  HDT the segment offers directional horizontal  drilling  services
which have numerous  environmental applications and also provides a broad range
of services for utilities,  municipalities,  pipeline  companies, environmental
service  companies  and telecommunication companies.  (3)  Through  ISITOP  the
segment believes it can  demonstrate  the  capability to clean up manufacturing
and  storage sites which have been contaminated  by  creosote  materials.   (4)
Through  BTI  the  segment offers proprietary consulting technology and has the
capability to undertake  large  reclamation  projects and the cleanup of slurry
pond recovery sites.

   The E/RR Segment accounted for the following  percentages  of  the Company's
consolidated revenues for each of the last three years.

                                             Percent of
                                            Consolidated
                                            Revenues from
                     Fiscal Year             Continuing
                        Ended                Operations

                      12/31/97                  90%
                      12/31/96                  89%
                      12/31/95                  92%

    Market  demand  and  competition.   The environmental services industry  is
highly  competitive,  and in such activities  the  E/RR  Segment  must  compete
against major services  companies,  as  well  as  a number of small independent
concerns.   Competition is largely on the basis of customer  service.   Beard's
approach has  been  to  seek  out niches of opportunity where it perceives that
customers are not being adequately  served,  and then to provide services using
well-trained  personnel  at reasonable rates.  The  regulatory  environment  is
rapidly changing, at times  creating  new markets which the larger companies in
the industry do not recognize or have no  desire  to  pursue, and thus creating
opportunities for smaller, aggressive entities such as Beard.

   The environmental services entities provided their services to 108 customers
in 1997. Environmental services activities performed under  subcontracts for 15
customers  who  were  working  for  the State of Oklahoma Indemnity  Fund  (the
"Fund"), primarily for UST removal, accounted  for  17%,  and contracts for the
City  of  Wichita  accounted  for  16%,   of the E/RR Segment's 1997  revenues.
However, the Company does not feel that the  loss  of any single customer would
have a material adverse effect on the Company and its  subsidiaries as a whole.
The  Fund  normally  pays  for  such work in 90 to 120 days,  and  the  primary
contractors  normally pay the subcontractors  in  120  to  150  days  for  such
billings, resulting in extended payment terms for this type of activity.

   The resource  recovery  business  is  also  highly  competitive and the E/RR
Segment is competing against much larger and better financed  companies.  Beard
has  attempted  to  develop  lower  cost technology that will create  a  market
opportunity.  Such attempts by Whitetail, BTI and ISITOP have been unsuccessful
to date.

   Availability of raw materials.  Materials  used in the E/RR Segment, as well
as products purchased for resale, are available  from  a  number of competitive
manufacturers.

    Seasonality.   The environmental services and resource recovery  businesses
are both seasonal, as there is a tendency for field operations to be reduced in
bad weather.  Seasonality  normally  affects the first quarter of the year, and
this tendency is compounded by the public  sector's  propensity  to  delay  the
startup of environmental services contracts during such period.

    Employees.   As of December 31, 1997 the E/RR Segment employed 70 full time
and one part time employees.

   Financial information.   Financial information about the E/RR Segment is set
forth in the Company's Financial  Statements.   See Part II, Item 8---Financial
Statements and Supplementary Data.

                           CARBON DIOXIDE OPERATIONS

   General.  The Company's carbon dioxide (CO{2})  gas operations are conducted
by the parent company which owns working and overriding  royalty  interests  in
two CO{2 }gas{ }producing units.

Carbon Dioxide (CO{2}) Properties

    McElmo  Dome.   During 1983, the McElmo Dome Field in Montezuma and Dolores
Counties of Western Colorado  was  formed  into  a field-wide unit (the "Unit")
covering  a  240,000-acre  area which is producing CO{2}  gas.   Beard  owns  a
0.545610% working interest (0.471926%  net  revenue interest) and an overriding
royalty interest equivalent to a 0.092190% net  revenue  interest  in the Unit,
giving it a total 0.564116% net revenue interest in the Unit.

    Deliveries  of  CO{2}  gas from the Unit are transported through a 502-mile
pipeline (the Cortez pipeline)  to  the  Permian  Basin oilfields in West Texas
where such gas is utilized primarily for tertiary oil  recovery.  Shell Western
E&P, Inc. ("SWEPI") is the operator of the Unit.  There  are 41 producing wells
in the Unit, ranging from 7,634 feet to 8,026 feet in depth.   McElmo  Dome and
Bravo Dome  (see  below)  are  believed  to  be the two largest producing CO{2}
fields  in the world.  The gas from McElmo is estimated to be approximately 97%
pure CO{2}.

   In 1997 Beard sold 1,605,000 Mcf (thousand cubic  feet)  attributable to its
working and overriding royalty interest at an average price of  $.31  per  Mcf.
In  1996  Beard  sold  1,695,000 Mcf attributable to its working and overriding
royalty interest at an average  price  of  $.17  per  Mcf.  In 1995, Beard sold
1,095,000 Mcf attributable to its working and overriding royalty interest at an
average price of $.20 per Mcf. Beard was underproduced  by  352,000  Mcf on the
sale of its share of McElmo Dome gas at year-end 1997.

    In  July  of  1996  SWEPI  advised the working interest owners that current
demand for McElmo Dome CO{2 }had  increased  from  less  than 600 million cubic
feet per day in 1995 to over 700 million cubic feet per day,  and  was expected
to  increase  to one billion cubic feet per day beginning in July of 1997.   In
order to meet such  demand  SWEPI commenced a $36.1 million development program
in July of 1996 which is now  targeted for completion in early 1998.  Beard had
expended a total of $215,000 for  its  share  of  the development costs through
1997.  1997 CO{2} revenues at McElmo Dome increased  to  $503,000  in 1997 from
$292,000 in 1996 reflecting the ongoing development coupled with higher pricing
for CO{2}.

   Bravo Dome.  In addition to its reserves in the McElmo Dome Unit, Beard also
owns a very small working interest in the 1,000,000-acre Bravo Dome  CO{2}  Gas
Unit  which is situated in Union, Harding and Quay Counties of northeastern New
Mexico.   Beard  acquired  a  0.05863%  working  interest in this unit in 1987.
Beard is currently underproduced by 130,000 Mcf on  the  sale  of  its share of
Bravo Dome gas.  Beard's CO{2} gas sales approximated $9,000 in both  1995  and
1996.   The  Company sold no CO{2} gas from Bravo Dome in 1997 due to temporary
overproduction, but expects to resume sales in 1998.

   Amoco Production  Company operates a CO{2} production plant in the middle of
the Bravo Dome Unit which was formed in 1979.  There are 265 producing wells in
the Bravo Dome Unit, each  being approximately 2,500 feet in depth.  The gas is
extremely pure, being approximately 98% CO{2}.

   Net CO{2} Production.  The  following  table  sets  forth  Beard's net CO{2}
production for each of the last three fiscal years:

                                   Net CO{2}
                   Fiscal Year     Production
                     Ended           (MCF)

                   12/31/97        1,617,000
                   12/31/96        1,723,000
                   12/31/95        1,123,000

    Average  Sales Price and Production Cost.  The following table  sets  forth
Beard's average  sales price per unit of CO{2} produced and the average lifting
cost, lease operating expenses and production taxes, per unit of production for
the last three fiscal years:

                                  Fiscal Year
                                     Ended
                -----------------------------------------------------
                                 Average Sales        Average Lifting
                Fiscal Year      Price Per Mcf          Cost Per Mcf
                 Ended              OF CO{2}              OF CO{2}

                12/31/97             $0.31                 $0.06
                12/31/96             $0.18                 $0.06
                12/31/95             $0.20                 $0.09

   Productive Wells  and  Acreage.  Beard's principal CO{2} properties are held
through its ownership of working  interests in oil and gas leases which produce
CO{2} gas.  As of December 31, 1997,  Beard  held a working interest in a total
of 306 gross (0.25 net) CO{2} wells located in  the  continental United States.
The table below is a summary of such developed properties by state:

                                             NUMBER OF WELLS
                                             ---------------
               STATE                       GROSS           NET
               -----                       -----           ---
   Colorado..........................         41         0.224
   New Mexico........................        265         0.029
                                             ---         -----
                                             306         0.253
                                             ===         =====

   Employees.  As of December 31, 1997 the CO{2} Segment had no employees.

   Financial Information.  Financial information about  the Company's CO{2} gas
operations is contained in the Company's Financial Statements.   See  Part  II,
Item 8---Financial Statements and Supplementary Data.

                               OTHER ACTIVITIES

    Iodine.   Beard is involved in the extraction, production and sale of crude
iodine through  its 40% ownership of North American Brine Resources ("NABR"), a
joint venture with  two  Japanese partners.  Beard is the managing partner.  In
Kingfisher County, Oklahoma,  the  Company  collects  waste  brine  from  wells
operated  by  third  parties  (the "Berkenbile Plant").  The Company receives a
payment  for  furnishing  the brine  to  NABR  for  iodine  extraction  at  the
Berkenbile Plant and for the subsequent disposal of the brine.

   In Woodward County, Oklahoma, NABR operates a second iodine extraction plant
(the "Woodward Plant") which  has  roughly six times the production capacity of
the Berkenbile Plant.  Brine is produced from wells owned by NABR and iodine is
extracted using the blowing-out process.   The  waste  brine is then reinjected
into NABR-owned wells.  The Woodward Plant is located in the Woodward Trench, a
narrow geologic formation found 6,000 to 10,000 feet below  the  surface, which
contains the world's highest concentration of iodine-bearing brine water.

    Iodine  is used in animal feed supplements, catalysts, inks and  colorants,
pharmaceuticals, photographic equipment, sanitary and industrial disinfectants,
stabilizers and radiopaque media.

   From 1990  to  1994  the  worldwide price received for iodine decreased more
than 50% from its previous peak  of  approximately $18 per kilogram as a result
of increased production capacity in the  United  States  and  Chile.  The price
bottomed out in mid-1994 at $7 per kilogram but has recovered to the point that
it averaged more than $19 per kilogram in 1997.  The price is expected to be in
the $18 to $19 per kilogram range for the coming months.

    Because  of  the  severely  depressed  industry  pricing  conditions,  NABR
determined to shut down the operations of the Woodward Plant for  an indefinite
period of time until the oversupply situation was rectified.  Accordingly,  the
Woodward  Plant  shut  down  in June of 1993.  By the third quarter of 1996 the
oversupply situation appeared  to  have  corrected  itself and the decision was
made to reactivate the Woodward Plant, which came back  on stream in October of
1996.   In January of 1997 NABR shipped the first 8,000 kilograms  produced  at
the plant  since  its  reactivation.  The total cost of reactivating the plant,
including the cost of drilling  a  new  production  well  plus  the  additional
working  capital  required,  was  approximately $1.1 million.  Such funds  were
loaned to NABR by our Japanese partners.  No capital distributions will be made
from the joint venture until the loan  by  the Japanese partners has been fully
repaid with interest.  As of December 31, 1997 $576,000 of the loan remained to
be paid.

   Other Assets.  Beard also has a number of other assets and investments which
it  intends  to liquidate as opportunities materialize.   Such  assets  consist
primarily of drilling  rigs  and  equipment, land and improvements, real estate
limited  partnerships  in  which  the  Company   is   a   limited  partner  and
miscellaneous  other investments.  As excess funds become available  from  such
liquidations they  will  be utilized for working capital, reinvested in Beard's
ongoing business activities  or  redeployed  into newly targeted opportunities.
Beard's recorded value for these other assets  is  less  than or equal to their
estimated fair value.

Recent Activities

   Interstate Travel Facilities, Inc. ("ITF")  In February  of 1998 the Company
formed  a  new  subsidiary,  Interstate Travel Facilities, Inc. ("ITF"),  which
acquired five properties that  will  comprise  the  nucleus  of  a  new line of
business  geared  to  the  needs  of  interstate  highway  travelers.  The  new
subsidiary is owned 80% by Beard and 20% by Toby B. Tindell ("Tindell") and his
wife.  Tindell serves as President and Chief Executive Officer of ITF.

    Three  of  the  properties  were  purchased  from  the Tindells and Tindell
Enterprises,  Inc.  (the "Tindell Properties") effective as  of  the  close  of
business on February  28,  1998.  Purchase  price  for  the  Tindell Properties
totaled $2,061,000, including ITF stock valued at $181,000, an  ITF  promissory
note for $544,000, and debt assumed by ITF totaling $1,336,000.  Tindell has an
option to acquire an additional 30% of ITF after the company has attained a net
worth  of $4,400,000.  The Tindell Properties are all situated along Interstate
Highway  I-35 ("I-35") in the northern part of the Oklahoma City Metroplex.  It
is anticipated  that  I-35 will become the major north-south highway connecting
Mexico, the United States  and  Canada  as  a result of the North American Free
Trade Agreement.

   One of the Tindell Properties, located at the Seward Road East exit, will be
known as "Rodeo Corner" since this exit serves as the main entrance to the Lazy
E Arena.  This property was purchased by Tindell  Enterprises, Inc. in December
1997. Renovation of this location commenced in January 1998 and was completed in
March of 1998.  Rodeo Corner contains a service station, convenience  store and
restaurant.   The  Lazy  E  Arena,  built  in  1984, is regarded as the world's
premier  western  entertainment  facility,  and  is  home   to   more  than  25
championship  events  each  year.   The  Arena accommodates more than 1,000,000
visitors per year.  The theme for Rodeo Corner  will  be  based upon rodeo type
events, and it will also serve northbound I-35 travelers.

     The second Tindell Property ("Waterloo I"), located at  the  Waterloo Road
East exit, was completely renovated by the Tindells last year, and  contains  a
service  station  and  convenience store.  Waterloo I will focus on nearby Lake
Arcadia, the City of Edmond  and  northbound  I-35  travelers.   This exit also
serves  as  the  south entrance to the Lazy E Arena.  The third of the  Tindell
Properties ("Waterloo  II"),  located  at  the  Waterloo  Road  West  exit,  is
presently  undeveloped.  Waterloo  II  will,  when  developed, cater to City of
Edmond patrons as well as southbound I-35 travelers.

      The  other two properties were purchased by ITF in  early  February  from
Stuckey's Management  Group,  L.L.C.,  a Georgia limited liability company (the
"Stuckey  Properties")  for  a  cash  consideration  totaling  $490,000,  which
included $90,000 of inventory.  The Stuckey  Properties are both situated along
Interstate Highway I-40 ("I-40") in the eastern  part of Oklahoma.  I-40 is one
of the principal east-west transportation corridors in the United States.

     The first of the Stuckey Properties is situated  at  Exit  262  North near
Checotah, Oklahoma (the "Checotah" facility).  Renovation is currently underway
at  Checotah,  which  includes  a  service station, convenience store and small
restaurant.  Because of its proximity  to  Lake  Eufaula and Fountainhead State
Park,  Checotah's  theme  will  be  on  fishing,  camping,  boating  and  other
recreational activities in the surrounding area, and  it  will  also  cater  to
westbound I-40 travelers.

      The  other  Stuckey Property is situated at Exit 212 South near Cromwell,
Oklahoma  (the  "Cromwell"  facility).   Renovation  of  Cromwell,  which  also
includes a service station, convenience store and small restaurant, is expected
to start within 60  days.   Although a final decision has not yet been made, it
is anticipated that a recreational vehicle ("R/V") parking area may be added at
Cromwell, in which case the focus  will be on the traveler with the R/V as well
as eastbound I-40 travelers.

     Upon completion of the renovations  described  above,  ITF expects to have
approximately  $4 million invested in the five properties.  The  business  plan
calls for up to $2 million of such amount to be financed by bank debt.

   Office and Other  Leases.   Beard  leases  office  space  in  Oklahoma City,
Oklahoma,  aggregating  5,817 square feet under a lease expiring September  30,
2000, at a current annual rental of $55,625.  In addition, Beard's subsidiaries
lease space at a number of  locations  as  required  to  serve their respective
needs.

   Employees.  As of December 31, 1997, Beard employed 77  full  time and three
part  time  employees  in  all  of  its  operations, including seven full  time
employees and two part time employees on the corporate staff.

(d)   Financial information about foreign  and  domestic  operations and export
sales.

    See  Item  1(c)  for a description of foreign and domestic  operations  and
export sales.

Item 2.  Properties.

   See Item 1(c) for a description of properties.

Item 3.   Legal Proceedings.

   Neither Beard nor any  of  its subsidiaries are engaged in any litigation or
governmental proceedings which  Beard  believes  will  have  a material adverse
effect  upon the results of operations or financial condition of  any  of  such
companies.

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

   During  the  fourth quarter of the fiscal year covered by this report, Beard
submitted to its  shareholders a Proxy Statement for its annual meeting of such
shareholders which  was  held  on  October  10, 1997.  A number of matters were
considered  and  voted upon at the meeting.  Including  the  preferred  shares,
there were 3,281,518 votes eligible to be cast at the meeting.

     At the meeting  the shareholders approved the sale of substantially all of
the assets of Carbonic  Reserves  pursuant  to  an  Asset  Purchase  Agreement.
2,477,254  (75.49%)  shares  voted  for  approval;  11,107 (0.34%) shares voted
against approval; and 2,131 (0.06%) shares abstained.

   The approval of the merger of The Beard Company into  The  New Beard Company
pursuant to the Agreement and Plan of Merger was approved by 2,477,815 (75.51%)
of the shares voted for approval, with 10,962 (0.33%) shares voting against and
1,715 (0.05%) shares abstaining.

    Allan  R. Hallock and Ford C. Price each received 2,789,596 votes  (85.01%)
for their election  to  serve  three-year  terms  as  directors of the Company;
10,765 (0.33%) of the votes were withheld for each.

   In addition to Messrs. Hallock and Price, the following  serve  as directors
of Beard until the annual meeting of shareholders held in the year indicated.

                                     TERM
     DIRECTOR                      EXPIRING
     --------                      --------
Harlon E. Martin, Jr.                1998
Herb Mee, Jr.                        1998
W. M. Beard                          1999
Michael E. Carr                         *
_________

   *Elected to serve by the preferred shareholders until his successor has been
duly elected and qualified.

    The  approval  of  a  proposal  to  amend  The Beard Company Deferred Stock
Compensation  Plan  to  increase  the number of common  shares  authorized  for
issuance thereunder from 50,000 to  100,000  received  2,780,194 (84.72%) votes
for and 14,612 (0.45%) votes against, with 5,555 (0.17%) votes abstaining.

    The  approval of the appointment of KPMG Peat Marwick  LLP  as  independent
auditors of  the Company for fiscal year 1997 received 2,797,562 (85.25%) votes
for, and 723 (0.02%) votes against, with 2,076 (0.06%) votes abstaining.
_________

   All percentage  figures  shown  above represent the respective percentage of
the 3,281,518 votes entitled to be cast at the meeting.

Item 4a.  Executive Officers and Significant Employees of the Company.

   The table below sets forth the age,  positions with the Company and the year
in which each person first became an executive  officer or significant employee
of  the  Company.   All positions are held with the  Company  unless  otherwise
indicated, and such persons are part of the corporate staff serving the Company
and all of its subsidiaries unless otherwise indicated.

                                                   EXECUTIVE OFFICER
                                                    OR SIGNIFICANT
                                                   EMPLOYEE OF BEARD
   NAME                    POSITION                OR BEARD OIL SINCE    AGE
   ----                   ----------               ------------------    ---
W. M. Beard        Chairman of the Board and
                   Chief Executive Officer{AB}        June 1969          69
Herb Mee, Jr. President & Chief Financial Officer{AB} November 1973      69
Marc A. Messner  President - Whitetail Services,
                 Inc. and Horizontal Drilling
                 Technologies, Inc.{CE}               February 1997      36
Philip R. Jamison President - Beard Technologies,
                    Inc.{DE}                          February 1997      59
Toby R. Tindell   President & CEO - Interstate
                  Travel Facilities, Inc.{DE}         February 1998      39
Jack A. Martine   Controller and Chief Accounting
                  Officer                             October 1996       48
Rebecca G. Witcher   Secretary and Treasurer{B}       July 1997          38
_______________

{A} Director of the Company.

{B} Trustee of certain assets of the Company's 401(k) Trust.

{C} Devotes all of his time to these two subsidiaries.

{D} Devotes all of his time to this subsidiary.

{E} Indicated entities are subsidiaries of the Registrant.

   Information  concerning  the  executive  officers  and  certain  significant
employees of the Company is set forth below:

  W. M. Beard has served Beard as its Chairman of the Board and Chief Executive
Officer since December  1992.   He  previously  served as Beard's President and
Chief Executive Officer from the Company's incorporation  in October 1974 until
January 1985.  He has served Beard Oil as its Chairman of the  Board  and Chief
Executive Officer since its incorporation.  He has also served as a director of
Beard  and  Beard  Oil  since their incorporation.  Mr. Beard has been actively
involved since 1952 in all  management phases of Beard and Beard Oil from their
inception, and as a partner of their predecessor company.

  Herb Mee, Jr. has served as  Beard's  President since October 1989 and as its
Chief  Financial  Officer  since June 1993.   He  has  served  as  Beard  Oil's
President since its incorporation,  and  as  its  Chief Financial Officer since
June 1993. He has also served as a director of Beard  and Beard Oil since their
incorporation.  Mr. Mee served as President of Woods Corporation,  a  New  York
Stock  Exchange diversified holding company, from 1968 to 1972 and as its Chief
Executive Officer from 1970 to 1972.

  Marc A.  Messner has served as President of Horizontal Drilling Technologies,
Inc. ("HDT")  since he and another person founded the company in July 1993.  He
was elected President  of  Whitetail  Services,  Inc.  in  November  1996.  Mr.
Messner  has  been  associated  with  the environmental services industry since
1989, last serving as a project manager  for  a  large  national  environmental
consulting firm before leaving to start HDT.

  Philip R. Jamison has served as President of Beard Technologies,  Inc.  since
August  1994.   Mr.  Jamison  has  been associated with the coal industry since
1960, working in various positions.   From  1972  to  1977  he  served  as Vice
President Operations for International Carbon and Minerals and as President and
CEO of all its coal producing subsidiaries.  From 1979 to 1988 he served as CEO
of four small companies which were engaged in the production and sale of  coal.
From  1993  to  1995  he  served  as a consultant to Energy International, Inc.
("EI")  in its development of the Mulled  Coal  technology  and  installed  and
operated  the  process  at an Alabama coal preparation plant in connection with
EI's performance of a contract for the Department of Energy.

   Toby  R. Tindell has served  as  President  and  CEO  of  Interstate  Travel
Facilities,  Inc.  ("ITF")  since  February  1998.   He  served as President of
Tindell  Enterprises,  Inc.,  owner  and  operator  of  two convenience  stores
properties, from December 1996 until their purchase by ITF  in  February  1998.
Prior  to  that  he  had been involved in a number of other businesses for more
than 15 years.

  Jack A. Martine was  elected  as Controller, Chief Accounting Officer and Tax
Manager of Beard in October 1996.   Mr. Martine served as tax manager for Beard
Oil from June 1989 until October 1993 at which time he joined Sensor Oil & Gas,
Inc. in a similar capacity.  Mr. Martine is a certified public accountant.

  Rebecca G. Witcher has served as Corporate Secretary of the Company and Beard
Oil since October 1993, and has served  as  Treasurer  of  such companies since
July 1997.

  All executive officers serve at the pleasure of the Board of Directors.

                                    PART II

Item  5.    Market  for the Registrant's Common Equity and Related  Stockholder
Matters.

(a)   Market information.

   The Company's common  stock  trades  on  the American Stock Exchange ("ASE")
under the ticker symbol BOC.  The following table  sets  forth the high and low
sales  price for the Company's common stock, as reflected in  the  ASE  monthly
detail reports,  for  each  full  quarterly  period  within the two most recent
fiscal years.

             1997            HIGH              LOW
             ----            ----              ---
Fourth quarter              $  5-1/2        $  4-1/8
Third quarter                  5-9/16          4-1/2
Second quarter                 6-1/4           3-5/8
First quarter                  4-3/8           3

             1996            HIGH              LOW
             ----            ----              ---
Fourth quarter              $  2-7/8        $  2-1/2
Third quarter                  3-1/4           2-3/4
Second quarter                 3-1/4           2-1/4
First quarter                  2-3/8           2-1/8

(b)   Holders.

As of February 28, 1998 the Company had 547 record holders of common stock.

(c)   Dividends.

   To date, the Company has not paid any cash dividends.   The  payment of cash
dividends  in  the  future will be subject to the financial condition,  capital
requirements and earnings  of  the  Company.  The Company intends to employ its
earnings, if any, primarily in its E/RR  and interstate travel   activities and
does  not  expect  to  pay  cash dividends for  the  foreseeable  future.   The
redemption provisions of the  Beard preferred stock limit the Company's ability
to pay cash dividends. (See "Business-General development of business").

Item 6.  Selected Financial Data.

The following financial data are  an  integral  part  of, and should be read in
conjunction  with,  the  financial  statements and notes thereto.   Information
concerning  significant  trends  in the  financial  condition  and  results  of
operations is contained in Management's  Discussion  and  Analysis of Financial
Condition and Results of Operations on pages 21 through 27 of this report.

<TABLE>
<CAPTION>
                                                1997                1996               1995               1994       1993
                                                ----                ----               ----               ----       ----
                                                           (in thousands, except per share data)
<S>                                         <C>                <C>                <C>            <C>             <C>
Statement of operations data:
   Operating revenues from
      continuing operations                 $    5,808         $    3,376         $    3,306         $    3,469  $    4,394
   Interest income                                 183                 12                 13                 13           9
   Interest expense                               (246)              (141)                (9)               (19)         (6)
   Earnings (loss) from
      continuing operations                     (2,428)            (1,675)              (965)               310        (249)
   Earnings (loss) from
      discontinued operations                   11,442<F1>          1,360<F2>            562                407     (11,827)<F3>
   Gain on debt restructuring                      -                   -                  -                  -       46,928
   Net earnings (loss)                           9,014               (315)               (403)               717     34,852
   Net earnings (loss) attributable to
      common shareholders                        5,225               (315)               (454)               659     34,852
   Net earnings (loss) from continuing
      operations per share<F4>:
         (basic EPS)                            (0.86)              (0.60)             (0.36)               0.10      (0.12)
         (diluted EPS)                          (0.86)              (0.60)             (0.36)               0.08      (0.12)
   Net earnings (loss) per share<F4>):
         (basic EPS)                             1.86               (0.11)             (0.17)               0.25      16.51
         (diluted EPS)                           1.86               (0.11)             (0.17)               0.21      16.51

Balance sheet data:
   Working capital                               9,924              1,745              1,989               2,427      1,765
   Total assets                                 20,952             16,473             14,615              13,856     14,966
   Long-term debt (excluding
      current maturities)                          519              2,911              1,454                 982      1,137
   Redeemable preferred stock                      889              1,200              1,200               1,200      1,200
   Total common shareholders'
      equity                                    12,433              8,656              8,788               9,066      8,407
___________

<FN>
<F1> Beard sold the business and substantially all of the assets of Carbonic
     Reserves, an 85%-owned subsidiary, in 1997 with the results of such
     operations, including the 1997 gain on sale, reported as discontinued
     operations in 1997 and for all prior years.  (See note 2 of notes to
     financial statements).

<F2> In January 1997 Beard adopted a plan to dispose of the assets of its real
     estate construction and development segment.  The results of the segment,
     including an estimated loss on disposition, were reported as discontinued
     operations in 1996 and for all prior periods.  (See note 2 of notes to
     financial statements).

<F3> As a result of the Restructure in 1993, Beard divested substantially all
     of the oil and gas assets of Beard Oil and the oil and gas operations were
     reported as discontinued operations in 1993.

<F4> The Company adopted the Financial Accounting Standards Board's Statement of
     Financial Accounting Standards No. 128 (SFAS No. 128), "Earnings Per
     Share," in the fourth quarter of 1997 as required by the Statement.
     The Company restated earnings per share for all prior periods presented.
</FN>
</TABLE>

Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.

    The  following discussion addresses the significant factors  affecting  the
results of  operations, financial condition, liquidity and capital resources of
the Company.   Such discussion should be read in conjunction with the Company's
financial statements  including  the  related  notes and the Company's selected
financial information.

Overview

   GENERAL.  The Company operates within two major  industry  segments: (1) the
environmental/resource  recovery  segment  (the "E/RR Segment"), consisting  of
environmental services and resource recovery  activities;  and  (2)  the carbon
dioxide segment  (the  "CO{2}  Segment"), comprised of the production of  CO{2}
gas.  The Company also operated in the dry ice (solid CO{2}) manufacturing  and
distribution business, included in  the  CO{2}  Segment, and in the real estate
construction  and development segment which were discontinued  in  October  and
January 1997, respectively.   The  Company also has other operations, including
(i)  a  minority-owned  investment  in a  joint  venture  for  the  extraction,
production and sale of crude iodine and  (ii)  various  assets  and investments
that the Company has been liquidating as opportunities have materialized.

   The Company's continuing operations reflect losses of $2,428,000, $1,675,000
and  $965,000  in  1997,  1996 and 1995, respectively. In January of  1997  the
Company discontinued its real  estate  construction  and development activities
because of a sharp slowdown in sales activity.  In October  of 1997 the Company
sold  the  business  and  substantially  all  of  the  assets involved  in  the
manufacture and sale of dry ice (solid CO{2}), taking advantage of an extremely
favorable  offer which it had received for the business.  The  Company  is  now
focusing its  attention  on  the  E/RR  Segment  where  it  hopes  to achieve a
turnaround  in  operating  results.   In  addition,  Beard  is  looking  at new
investment  opportunities  which  it believes have greater potential for growth
and profitability.  The results from  continuing operations exclude earnings of
$11,442,000,  $1,360,000,  and  $562,000 in  1997,  1996  and  1995  from  such
discontinued operations.

   The results of operations for 1997 showed a decline in the operating margins
of the E/RR Segment which is now  the Company's largest segment.  A significant
increase in revenues, as a result of  continued  expansion in this segment, was
more  than  offset by increased expenses resulting in  a  $475,000  decline  in
operating margins  for  1997 compared to 1996.  The increased expenses were the
result of (i) additional personnel costs due to the expanded workforce required
to generate additional revenues,  coupled  with  (ii)  higher  than anticipated
costs for materials used, equipment rentals and insurance.  The  cost  of these
items  significantly  exceeded  the  bid  cost for such items on several of the
larger projects bid by the E/RR Segment.  Additionally, forecasted undiscounted
future net cash flows exceeded the carrying  value of certain long-lived assets
of a subsidiary in the E/RR Segment resulting in impairment losses of $114,000.
The CO{2} Segment showed an $84,000 improvement  in  operating  margins in 1997
compared  to  1996  principally as the result of higher prices for CO{2}.   The
primary reason for the  decline  in  the  operating  margins of other corporate
operations  was  an impairment loss of $171,000 in the value  of  certain  real
estate assets.

   1996 results of  operations also reflected disappointing results in the E/RR
Segment where a decline in revenues in the first half of the year resulted in a
sharp decline in operating  margins  for 1996 compared to 1995. The acquisition
of Horizontal Drilling Technologies, Inc.  ("HDT")  in  May  of  1996 partially
ameliorated the revenue decline but was of little assistance in making  up  the
decline  in  margins.   The  operating  margins  of the CO{2} Segment posted an
$85,000 increase in operating margins for 1996 compared to 1995.

    1995  results  of  operations  reflected  significant  improvement  in  the
operating margins of the CO{2} Segment.  This improvement was largely offset by
disappointing results in the E/RR Segment where  an  increase in overhead costs
due to business expansion contributed to a higher operating  loss  in 1995 than
in  the  previous  year.   1995  benefited from a $194,000 gain on the sale  of
various assets, principally drilling rigs and related equipment.

Liquidity and capital resources

      CAPITAL  INVESTMENTS.  The Company's  capital  investment  programs  have
required more cash  than  has  been  generated  from operations during the past
three years.  Cash flows provided by (used in) operations during 1997, 1996 and
1995  were  $96,000,  $924,000,  and  $(414,000), respectively,  while  capital
additions from continuing operations were  $701,000,  $1,221,000,  and $361,000
respectively, as indicated in the table below:

<TABLE>
<CAPTION>
                                       1997          1996             1995
                                       ----          ----             ----
<S>                                  <C>           <C>              <C>
Environmental/resource recovery      $550,000      $1,138,000       $339,000
Carbon dioxide                        147,000          68,000              -
Other                                   4,000          15,000         22,000
                                     --------      ----------       --------
                Total                $701,000      $1,221,000       $361,000
                                     ========      ==========       ========
</TABLE>

Capital  additions  in  the  discontinued  solid  CO{2}  segment were $934,000,
$1,910,000  and  $1,265,000  for  1997,  1996 and 1995, respectively.   Seller-
provided financing and other debt obligations  provided  $86,000, $889,000, and
$487,000  of the funds for such capital investments in 1997,  1996,  and  1995,
respectively.

   Capital  investments  over the three year period totaled $6,392,000 of which
$4,109,000 was invested in  the  CO{2} Segment where it was utilized in the dry
ice  operations  of  Carbonics.  Investments  made  in  this  segment  replaced
equipment acquired during  the  expansion  of  activities  in the early 1990's.
This  equipment  was partially depreciated at the time of acquisition  and  had
reached  a fully-depreciated  status.   Additional  investments  were  made  to
upgrade Carbonics' production capacity and quality specifications, and increase
production  efficiencies  and  revenue  capabilities in order to facilitate its
strategy of increasing its market share.

    The  Company's  1998  capital expenditure  budget  has  been  increased  to
$8,000,000  as a result of the  Company's  entry  into  the  interstate  travel
business.  Presently  anticipated  capital  expenditures include (i) $4,165,000
for the E/RR Segment, (ii) $50,000 for the CO{2}  Segment, and (iii) $3,785,000
for the interstate travel facilities segment (the "ITF  Segment").   See Recent
Developments.   $3,800,000  of the estimated total is speculative since  it  is
targeted for expenditure on a  Mulled Coal recovery plant on which negotiations
are currently in progress.

    Liquidity.   The sale of the Carbonic  Reserves  in  October  of  1997  has
provided the Company  with significant liquid resources.  Future cash flows and
availability  of credit  are  subject  to  a  number  of  variables,  including
continuing private  and  governmental  demand  for  environmental services, and
continuing demand for CO{2} gas and for the services  provided by the Company's
interstate  travel  facilities.  The  Company  anticipates  that   its  current
resources,  future  cash flows and enhanced availability of credit due  to  the
significant improvement  in  the Company's balance sheet will enable it to meet
its planned operating costs and capital spending requirements.

    Working capital for 1997 increased  $8,179,000  over  1996.   The  sale  of
Carbonic  Reserves  infused  the  Company  with  $19,375,000  in  cash and cash
equivalents  and  receivables.   The  Company used a portion of these funds  to
purchase  treasury  stock  for  $1,519,000  in  November  1997.   In  addition,
$3,215,000 of bank debt and credit  lines were eliminated, including $1,387,000
assumed by Airgas and $1,828,000 retired  directly by the Company from the sale
proceeds.  Certain obligations accruing due  to the sale, such as the mandatory
redemption  of  preferred stock of $3,100,000, the  purchase  of  the  minority
shareholder's ownership  in Carbonic Reserves for $900,000, accrued bonuses and
employee severance compensation  totaling  $400,000,  and $522,000 of state and
federal  income taxes payable, collectively increased current  liabilities  and
reduced the increase in working capital for 1997.

   Selected  liquidity  highlights for the Company for the past three years are
summarized below:

<TABLE>
<CAPTION>
                                         1997            1996           1995
                                         ----            ----           ----
<S>                                 <C>               <C>           <C>
Cash and cash equivalents           $  13,955,000     $  375,000    $   220,000
Accounts and other receivables, net     2,654,000      2,405,000      2,259,000
Inventories                               227,000      2,003,000      2,282,000
Trade accounts payable                    533,000      1,395,000      1,354,000
Short-term debt                                 -        639,000        957,000
Current maturities of long-term debt      136,000        910,000        520,000
Long-term debt                            519,000      2,911,000      1,454,000
Working capital                         9,924,000      1,745,000      1,989,000
Current ratio                           2.42 to 1      1.49 to 1      1.63 to 1
Net cash provided by (used in)
    operations before changes in
    current assets and liabilities       (487,000)       688,000        315,000
Net cash provided by (used in)
    operations                             96,000        924,000       (414,000)
</TABLE>

    In 1997, the Company generated a positive cash  flow of $13,580,000.   Con-
tributing to this increase was the $96,000 provided by operations. The Company's
cash  flows from operations for the year were heavily dependent on its  discon-
tinued dry ice and real estate construction and development segments.  Positive
cash flows in these discontinued segments, however, were offset by negative cash
flows in the E/RR Segment and other segments.  In 1997, the E/RR Segment experi-
enced higher than anticipated costs of materials, labor,  contracted  services,
equipment  rental and insurance, resulting in a negative operating  cash  flow.
Other corporate activities also generated cash outflows from operations as  the
Company pursued additional business opportunities.  (See "Results of operations-
Other activities" below).

    The  Company's  investing activities provided cash of $17,582,000 in  1997.
This was due primarily to the sale of the dry ice business in October 1997.

   The Company's financing  activities  utilized  cash  flows  of $4,098,000 in
1997.  This resulted mainly from the paydown of bank debt, lines  of credit and
term notes and the purchase, in November 1997, of the treasury stock.

    At  year-end  1997  the Company had $486,000 of credit available under  the
parent company's $650,000  bank  line  of  credit.   The Company's other credit
lines were retired.  The Company believes that available  cash, cash flows from
future operations, and available borrowings under its existing  line  of credit
will  be  adequate to meet the Company's liquidity needs, including anticipated
requirements for working capital, capital expenditures and debt repayment.  The
Company intends  to  arrange additional lines of credit during the remainder of
1998, taking advantage of its current strong balance sheet position.

   Effect of Reorganization  on  Liquidity.  Through the period ending December
31, 2002, the Company's liquidity  will be reduced to the extent it is required
to redeem any of the Beard preferred stock pursuant to the mandatory redemption
provisions. As of December 31, 1997,  the  Company  accrued  $4,004,000 for the
repurchase of 47,729 shares of preferred stock and the subsequent redemption of
14,589 shares of preferred stock from the sole remaining preferred shareholder.
The  repurchase  was  effected  by  the  Company  in  January of 1998  and  the
redemption  was  effected  in  March  of  1998.   See "The 1993  Restructure---
Mandatory Redemptions of Beard Preferred Stock."

Results of operations

   General.  The period of 1995-1997 was a time of  transition for the Company.
Following  the  Restructure  in  1993, the Company shifted  its  focus  to  the
management of its non-oil and gas  investments.  During this period the Company
divested itself of its real estate construction  and  development activities in
January  1997 and sold its dry ice manufacturing and distribution  business  in
October 1997.   As  a result, the corporate staff can now devote more attention
to the management of  the  E/RR  Segment  where  a  significant  improvement in
operating  results  is  needed.  The  CO{2}  Segment's  operating results  have
reflected healthy improvement due to development drilling  at  McElmo  Dome and
increases  in  market  demand  and  prices for CO{2}.  In addition, the Company
continues to pursue niches of opportunity  which  it  perceives  to  have  good
potential  for  growth and profitability, while liquidating assets no longer in
line with the Company's  strategic objectives.  Operating profit (loss) for the
Company's remaining principal  segments  for  the  three years was as set forth
below:

<TABLE>
<CAPTION>
                                      1997          1996        1995
                                      ----          ----        ----
<S>                               <C>          <C>           <C>
Operating profit (loss):
  Environmental/resource recovery $(1,232,000)   $(757,000)    $(325,000)
  Carbon dioxide                      268,000      184,000        99,000
                                  -----------    ---------     ---------
                 Subtotal            (964,000)    (573,000)     (226,000)
  Other - principally corporate    (1,188,000)  (1,032,000)     (992,000)
                                  -----------    ---------     ---------
                 Total            $(2,152,000) $(1,605,000)  $(1,218,000)
                                  ===========  ===========   ===========
</TABLE>

   Following is a discussion of results of operations for the three-year period
ended December 31, 1997.

   Environmental/resource recovery.  Following the 1993 Restructure the Company
redirected the activities of its oilfield services subsidiaries  to  focus upon
environmental  services  activities.   Another  subsidiary  is focusing on  the
commercial  development  of  the  Company's proprietary coal technology.   HDT,
which utilizes trenchless technology  for  environmental  remediation purposes,
was acquired in 1996.  Another subsidiary was added in 1997  which  utilizes  a
chemical  for  which  it  is  the  sole  U.S.  licensee  of  a  process for the
remediation of creosote.

   Collectively, this group of companies provides a wide range of environmental
services and resource recovery activities.  Revenues for this segment increased
$2,238,000  to  $5,247,000  in  1997.   1996  revenues  decreased  $17,000   to
$3,009,000 from $3,026,000 in 1995.  The increase in 1997 was the result of the
completion  of  several  large drilling and water main replacement projects and
the full years' impact of  HDT  which  was  purchased  in  May  1996.  The 1996
decrease was caused primarily by a severe decline in revenues during  the first
half of the year resulting from the suspension of several contracts by  a state
agency.  The first half decline was largely offset by revenues generated by HDT
during  the  last  half of the year.  Operating losses for 1997 were $1,232,000
compared to $757,000  in  1996.  This was the result of higher than anticipated
increases in costs of materials  used,  labor,  contracted  services, equipment
rental and insurance and an impairment in the carrying value  of  certain long-
lived  assets  of  $114,000.   The  $432,000  decline in operating losses  from
$325,000  in  1995  to $757,000 in 1996 was due primarily  to  the  decline  in
revenues mentioned above.

   The proprietary Mulled  Coal technology retained by Beard Technologies, Inc.
("BTI") at the time of the EI sale generated $139,000 in revenue and $13,000 of
the segment's operating loss  during 1995.  Following the completion of the DOE
contract in the first quarter of  1996  BTI  spent  the  remainder  of the year
determining  the  best  way  to  market  its new technology.  As a result,  BTI
generated  operating  losses for the remainder  of  the  year  which  adversely
affected the E/RR Segment's  operating  results.   BTI  generated no revenue in
1997.  The Company has engaged a consultant to assist in developing a marketing
strategy for the technology.

   Carbon dioxide.  The sole component of revenues for this segment is the sale
of CO{2 }gas from the working and overriding royalty interests of the Company's
two  carbon  dioxide  producing  units  in Colorado and New Mexico.   Operating
revenues in this segment were $503,000, $301,000 and $209,000 in 1997, 1996 and
1995, respectively, with the increases reflecting  the  development  project in
the McElmo Dome field in New Mexico, coupled with higher pricing as a result of
increased demand for CO{2}.

   Results of operations for the CO{2} Segment reflected an operating profit of
$268,000  for  1997,  $184,000 for 1996 and $99,000 for 1995.  CO{2} net  sales
volumes were 1,617,000,  1,723,000  and  1,123,000  in  1997,  1996  and  1995,
respectively.   Sales  volumes  actually increased in 1997 compared to 1996 but
adjustments by the operator to volumes reported for prior periods resulted in a
net  reduction  of 106,000 Mcf to the  Company's  interest.   The  600,000  Mcf
increase in sales  volume  for  1996  compared to 1995 was due primarily to the
development program which was begun in  1996 by the operator of the McElmo Dome
field in New Mexico.  The increase in operating  profits  in  1997  compared to
1996 was the result of an increase from $0.18 per Mcf in 1996 to $0.31  in 1997
in  the  average prices received for the CO{2}.  The average price received  in
1996 dropped slightly from the $0.20 received in 1995.

    Other  activities.    Other   activities   include  general  and  corporate
operations,  as well as assets unrelated to the Company's  principal  lines  of
business or held  for  investment.  These activities generated operating losses
of $1,188,000 in 1997, $1,032,000 in 1996, and $992,000 in 1995.  A decrease in
revenues generated by the  corporate  group  and  an increase in legal expenses
associated with negotiating a settlement with preferred  stockholders  were the
main  factors  contributing  to the increased loss in 1995.  A higher level  of
general and administrative expenses  also  impacted  the bottom line in 1996 as
the Company continued to pursue additional business opportunities.   This trend
continued in 1997 as general and administrative expenses remained at the higher
1996  level  as management continued to explore other investment options  while
pursuing the sale  of  Carbonic  Reserves.   In  1997,  the parent company also
incurred  an  impairment  loss  of  $171,000  relating  to  underutilized  land
remaining from the 1993 Restructure.

   The Company has an equity investment (40%) in North American Brine Resources
("NABR"),  a  joint venture for the extraction, production and  sale  of  crude
iodine.  In the  second half of 1996 NABR determined to reactivate its Woodward
Plant (with iodine  priced  in  the $17-18/kilogram range), which had been shut
down since mid-1993 due to severely  depressed  iodine  prices (bottomed at $7/
kilogram  in  mid-1994).   Beard's  share  of  NABR's 1996 operating  loss  was
approximately $43,000 compared to $13,000 in 1995.   The  Company  benefited in
1997 from the decision to reactivate the Woodward Plant as its share  of NABR's
operating income was $104,000.

    Although  the  Company  owns  80% of the common stock of Cibola Corporation
("Cibola"),  it  does  not  have  financial   control  of  this  gas  marketing
subsidiary.  Cibola, formed in May of 1996, contributed $185,000 and $99,000 of
pre-tax net income to the Company for fiscal years 1997 and 1996, respectively,
pursuant to a tax sharing agreement.

    Depreciation,  depletion  and  amortization.  The  Company's  depreciation,
depletion and amortization expenses  increased  45% in 1997 over 1996's expense
and 51% in 1996 over 1995's expense.  These increases were a consequence of the
higher  depreciable  base  which  resulted  from  the  expansions  and  capital
expenditures made within the E/RR and CO{2} Segments.  The  acquisition  of HDT
in May of 1996 also contributed to the increased DD&A in 1996 and 1997.

    Other  income  or  expenses,  including  impairment.   In 1997, the Company
recognized $328,000 for impairments to the carrying values of  investments  and
other  assets.   In  1996  and  1995,  the Company recognized other expenses of
$180,000 and $102,000, respectively, consisting  of impairments of the carrying
value of certain assets held for investment, as well  as $51,000 of expenses in
1995  incurred  in evaluating investments that did not materialize.   In  1995,
these expenses were  offset  by  the recognition of $220,000 of income received
from an escrow related to a previous reorganization.

    Selling,  general  and  administrative   expenses.   Selling,  general  and
administrative expenses ("SG&A") increased to  $2.3  million  in 1997 from $1.9
million in 1996 and $1.7 million in 1995.  SG&A expense incurred  by  the  E/RR
Segment  during 1997, which represents 50% of SG&A costs, increased by $300,000
over 1996  and  by $122,000 in 1996 over the amounts for 1995.  As a percentage
of the E/RR Segment's revenues, these expenses rose from 24.8% in 1995 to 28.6%
in 1996 but fell  to  22.4%  in  1997.   Other  corporate  SG&A  increased from
$944,000  in  1995  to $1,028,000 in 1996 to $1,167,000 in 1997 as the  Company
incurred  expenses  in   connection   with   (i)   the  pursuit  of  investment
opportunities which failed to materialize, and (ii) the Merger.

   Interest  expense.   Net interest expense has increased steadily from $9,000
in 1995 to $141,000 in 1996 and to $246,000 in 1997.   Such  increases  reflect
the  higher  level  of  debt  incurred  by  the  E/RR Segment to fund equipment
acquisitions and by corporate operations to meet working capital needs.

   Gain on sale of assets.  In 1997, the gain on the  sale of assets of $13,000
reflected proceeds from the sale of certain assets that  are  in the process of
being  liquidated,  principally  drilling  rigs and related equipment  and  the
building  formerly  occupied by one of the E/RR  Segment  subsidiaries.   These
activities generated gains of $165,000 in 1996 and $194,000 in 1995.

   Income taxes.  The  Company has approximately $59.7 million of net operating
loss carryforwards, investment  tax  credits,  and  depletion  carryforwards to
reduce  future  income  taxes.   Based  on the Company's historical results  of
operations, it is not likely that the Company  will  be  able  to  realize  the
benefit  of  its  net  operating  loss  carryforwards and investment tax credit
carryforwards before they begin to expire  in  2004 and 1998, respectively.  At
December 31, 1997 and 1996, the Company has not  reflected  as  a  deferred tax
asset any future benefit it may realize as a result of its tax credits and loss
carryforwards.    Future   regular  taxable  income  of  the  Company  will  be
effectively sheltered from tax  as  a  result  of the Company's substantial tax
credits  and  loss  carryforwards.   Continuing  operations  for  1997  reflect
alternative minimum taxes of $40,000.  It is anticipated  that the Company will
continue  to  incur  minor alternative minimum tax in the future,  despite  the
Company's carryforwards and credits.

   Discontinued operations.   In  October of 1997 the Company sold the business
and substantially all of the assets (excluding cash and cash equivalents, notes
receivable from the Company or related  parties  and  deferred  tax  assets) of
Carbonic Reserves, an 85%-owned subsidiary engaged in the manufacture  of solid
CO{2}  ("solid  CO{2} segment") for cash of $19,375,000 and the assumption  of
certain liabilities valued  at  $2,813,000.   The  assumed liabilities included
trade  accounts payable and current and long-term debt  obligations  (excluding
tax liabilities,  employee  related liabilities and indebtedness to the Company
or related parties).  The gain  on  the  sale  was  $11,014,000 after deducting
income taxes of $522,000.  As of December 31, 1997, the  significant  assets of
the solid CO{2} segment consist of cash of $125,000 and a $1,000,000 receivable
from  the  purchaser  of the business.  The Company received the $1,000,000  on
March  12,  1998.  The significant  liabilities  of  the  solid  CO{2}  segment
consisted of a $900,000 obligation to purchase the minority shareholder's stock
and $400,000  of  accrued bonuses and employee severance compensation. Revenues
applicable  to  the  discontinued   operations   of   Carbonic   Reserves  were
$11,071,000,  $13,307,000 and $11,706,000 in 1997, 1996 and 1995, respectively.
Earnings from the  discontinued  solid  CO{2} segment were $428,000, $1,535,000
and $487,000, in 1997, 1996 and 1995, respectively.

   As previously noted, the Company discontinued  its  real estate construction
and development activities in January of 1997 in order to  focus  its attention
on other segments which are considered to have greater potential for growth and
profitability.    During  1996  the  Company  sold  three  homes  in  The  Oaks
development adjacent to the Oak Tree Golf Club in Edmond, Oklahoma, compared to
six sold in 1995.   As  of  December  31, 1997, the Company had sold all of the
real  estate  construction  and development  assets  (the  "Assets")  with  the
exception of one speculative  home.   Revenues  applicable  to these operations
were $1,083,000 and $1,949,000 in 1996 and 1995, respectively.   Earnings  from
the  discontinued  real estate construction and development segment were $5,000
and $75,000 in 1996 and 1995, respectively.

    The  Company  estimated   and   accrued  $180,000  at  December  31,  1996,
representing  the  difference in the estimated  amounts  to  be  received  from
disposing of the Assets  and  the  Assets' recorded value at December 31, 1996.
During 1997, the Company sold $1,534,000  of  the  real estate construction and
development  assets, which approximated the amounts the  Company  estimated  it
would receive  from selling such assets.  Operating results of the discontinued
operations through  the date of sale of the remaining asset are not expected to
be significant.

   Forward looking statements.   The  previous  discussions  include statements
that are not purely historical and are "forward-looking statements"  within the
meaning  of  Section  27A of the Securities Act and Section 21E of the Exchange
Act, including statements regarding the Company's expectations, hopes, beliefs,
intentions and strategies  regarding  the future.  The Company's actual results
could differ materially from its expectations discussed herein.

Impact of Recently Issued Accounting Standards

   In June 1997, the Financial Accounting  Standards  Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive  Income ("SFAS
No.  130").   SFAS  No.  130  is  effective for both interim and annual periods
beginning after December 15, 1997.   SFAS  No.  130  establishes  standards for
reporting and display of comprehensive income and its components in  a full set
of general purpose financial statements. The statement requires that all  items
that are required to be recognized under accounting standards as components  of
comprehensive  income be reported in a financial statement that is displayed in
equal prominence  with other financial statements.  The Company will adopt SFAS
No. 130 in 1998.  Management  of  the  Company does not expect that adoption of
SFAS No. 130 will have a material impact on the Company's financial position or
results of operations.

    In  June  1997,  Statement  of  Financial  Accounting  Standards  No.  131,
"Disclosures  about  Segment of an Enterprise  and  Related  Information,"  was
issued by the Financial  Accounting Standards Board.  SFAS No. 131 is effective
for periods beginning after  December 15, 1997.  SFAS No. 131 requires a public
company to report financial and  descriptive  information  about its reportable
segments  which are components of an enterprise about which separate  financial
information  is  available  that  is evaluated regularly by the chief operating
decision  maker  in  deciding  how  to  allocate  resources  and  in  assessing
performance.  The Company will adopt SFAS  No. 131 in 1998 but has not, as yet,
determined its reportable segments under SFAS No. 131.

Impact of Year 2000 Issue

   Companies that use computers face an issue as the year 2000 draws near.  The
problem is due to a common programming practice  of  using  only  two digits to
represent a year.  Without proper modification, for example, many programs  may
interpret  the  year  2000 as the year 1900.  During the year 1998, the Company
will install the proper  commercial  software  releases  and  upgrades  to  its
hardware, as necessary, to become year 2000 compliant.  The Company anticipates
that these expenses will not be material.

Item 8.  Financial Statements and Supplementary Data

                      The Beard Company and Subsidiaries
                         Index to Financial Statements
                   Forming a Part of Form 10-K Annual Report
                   to the Securities and Exchange Commission

                                                                         Page
Number

Independent Auditors' Report

Financial Statements:

  Balance Sheets, December 31, 1997 and 1996

  Statements of Operations, Years ended December 31, 1997, 1996 and 1995

  Statements of Shareholders' Equity, Years ended December 31, 1997, 1996 and
  1995

  Statements of Cash Flows, Years ended December 31, 1997, 1996 and 1995

  Notes to Financial Statements, December 31, 1997, 1996 and 1995


Certain financial statement schedules are omitted as inapplicable or not
required, or the required information is shown in the financial statements or
in the notes thereto.

<PAGE>

                       INDEPENDENT AUDITORS' REPORT




The Board of Directors and Stockholders
The Beard Company:


We  have audited the financial statements of The Beard Company and subsidiaries
as listed  in  the  accompanying  index.  These  financial  statements  are the
responsibility  of  the Company's management.  Our responsibility is to express
an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards  require  that  we  plan  and  perform the audit to
obtain reasonable assurance about whether the financial statements  are free of
material misstatement.  An audit includes examining, on a test basis,  evidence
supporting  the amounts and disclosures in the financial statements.  An  audit
also  includes   assessing  the  accounting  principles  used  and  significant
estimates made by  management,  as  well  as  evaluating  the overall financial
statement presentation.  We believe that our audits provide  a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present  fairly,  in
all  material  respects,  the  financial  position  of  The  Beard  Company and
subsidiaries at December 31, 1997 and 1996, and the results of their operations
and  their  cash  flows  for  each  of the years in the three-year period ended
December 31, 1997, in conformity with generally accepted accounting principles.


                                               KPMG PEAT MARWICK LLP
                                               KPMG Peat Marwick LLP


Oklahoma City, Oklahoma
March 12, 1998

<PAGE>
<TABLE>
                                    THE BEARD COMPANY AND SUBSIDIARIES
                                              Balance Sheets
<CAPTION>
                                              December 31,        December 31,
                                                 1997                 1996
                                              ------------        ------------
<S>                                         <C>                 <C>
                    Assets
Current assets:
  Cash and cash equivalents                 $ 13,955,000        $    375,000
  Accounts receivable, less allowance
   for doubtful receivables of $75,000
   in 1997 and $71,000 in 1996                 1,654,000           2,405,000
  Other receivables (note 2)                   1,000,000                -
  Inventories                                    227,000           2,003,000
  Prepaid expenses                                84,000             442,000
  Other assets                                    11,000              73,000
                                             -----------         -----------
       Total current assets                   16,931,000           5,298,000
Investments and other assets                   1,580,000           1,710,000
Property, plant and equipment, at cost         6,247,000          16,793,000
  Less accumulated depreciation, depletion
   and amortization                            4,300,000           8,094,000
                                             -----------         -----------
     Net property, plant and equipment
     (note 5)                                  1,947,000           8,699,000
Intangible assets, at cost                       828,000           4,305,000
  Less accumulated amortization                  334,000           3,539,000
                                             -----------         -----------
     Net intangible assets (note 6)              494,000             766,000
                                             -----------         -----------
                                            $ 20,952,000        $ 16,473,000
                                             ===========         ===========

     Liabilities and Shareholders' Equity
Current liabilities:
  Trade accounts payable                    $    533,000        $  1,395,000
  Accrued expenses (note 2)                      892,000             609,000
  Income taxes payable (note 11)                 541,000                -
  Redeemable preferred stock purchase and
   redemption obligation (note 4)              4,005,000                -
  Other obligations (note 2)                     900,000                -
  Current maturities of long-term
   debt (note 8)                                 136,000             910,000
  Short-term debt (note 7)                          -                639,000
                                             -----------         -----------
       Total current liabilities               7,007,000           3,553,000
                                             -----------         -----------
Long-term debt less current maturities
  (note 8)                                       519,000           2,911,000
Minority interest in consolidated
  subsidiaries                                   104,000             153,000
Redeemable preferred stock of $100
  stated value; 5,000,000 shares
  authorized; 27,838 and 90,156
  shares issued and outstanding in
  1997 and 1996, respectively (notes 1
  and 4)                                         889,000           1,200,000
Common shareholders' equity:
  Common stock of $.001 par value per
   share; 10,000,000 shares authorized;
   2,832,129 and 2,799,074 shares issued
   in 1997 and 1996, respectively                  3,000               3,000
  Capital in excess of par value              37,911,000          41,629,000
  Accumulated deficit                        (23,962,000)        (32,976,000)
  Treasury stock, 303,890 shares, at cost
   (note 1)                                   (1,519,000)               -
                                             -----------         -----------
     Total common shareholders' equity        12,433,000           8,656,000
                                             -----------         -----------
Commitments and contingencies (notes 4,
  10, 14 and 15)                            $ 20,952,000        $ 16,473,000
                                             ===========         ===========

       See accompanying notes to financial statements.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                    THE BEARD COMPANY AND SUBSIDIARIES
                          Statements of Operations
                                           Year Ended December 31,
                                  -----------------------------------------
                                      1997          1996           1995
                                      ----          ----           ----
<S>                               <C>            <C>            <C>
Revenues:
  Environmental/resource recovery $ 5,247,000    $ 3,009,000    $ 3,026,000
  Carbon dioxide                      503,000        301,000        209,000
  Other                                58,000         66,000         71,000
                                  -----------    -----------    -----------
                                    5,808,000      3,376,000      3,306,000
Expenses:
  Environmental/resource recovery
   (exclusive of depreciation
   depletion and amortization
   shown separately below)          4,749,000      2,642,000      2,420,000
  Carbon dioxide (exclusive of
   depreciation, depletion and
   amortization shown separately
   below)                             103,000         97,000        101,000
  Selling, general and adminis-
   trative                          2,345,000      1,864,000      1,705,000
  Depreciation, depletion and
   amortization                       435,000        301,000        200,000
  Impairment of long-lived assets
   (notes 1and 17)                    285,000           -              -
  Other                                43,000         77,000         98,000
                                  -----------   ------------    -----------
                                    7,960,000      4,981,000      4,524,000
Operating profit (loss):
  Environmental/resource recovery  (1,232,000)      (757,000)      (325,000)
  Carbon dioxide                      268,000        184,000         99,000
  Other, principally corporate     (1,188,000)    (1,032,000)      (992,000)
                                  -----------    -----------    -----------
                                   (2,152,000)    (1,605,000)    (1,218,000)
Other income (expense):
  Interest income                     183,000         12,000         13,000
  Interest expense                   (246,000)      (141,000)        (9,000)
  Equity in net earnings (loss) of
   unconsolidated affiliates          274,000         56,000        (13,000)
  Gain on sale of assets               13,000        165,000        194,000
  Impairment of investments and
   other assets (notes 1 and 17)     (328,000)      (180,000)      (102,000)
  Minority interest in operations of
   consolidated subsidiaries           49,000         13,000           -
  Other                              (181,000)         5,000        170,000
                                  -----------    -----------    -----------
Loss from continuing operations
  before income taxes              (2,388,000)    (1,675,000)      (965,000)
Income taxes from continuing
  operations (note 11)                (40,000)          -              -
                                  -----------    -----------    -----------
Loss from continuing operations    (2,428,000)    (1,675,000)      (965,000)
Discontinued operations (note 2):
  Earnings from discontinued
   operations (less applicable
   income taxes of $33,000 in 1997)   428,000      1,540,000        562,000
  Loss from discontinuing real
   estate construction and
   development activities               -           (180,000)          -
  Gain on sale of dry ice manu-
   facturing and distribution
   business (less applicable in-
   come taxes of $522,000)         11,014,000           -              -
                                  -----------    -----------    -----------
  Earnings from discontinued
   operations                      11,442,000      1,360,000        562,000
                                  -----------    -----------    -----------
Net earnings (loss)               $ 9,014,000    $  (315,000)      (403,000)
                                  ===========    ===========    ===========
Net earnings (loss) attributable
  to common shareholders
  (note 4)                        $ 5,225,000    $  (315,000)   $  (454,000)
                                  ===========    ===========    ===========
Net earnings (loss) per average
  common share outstanding:
 Basic and diluted:
  Loss from continuing opera-
   tions                          $     (0.86)   $     (0.60)   $     (0.36)
  Earnings from discontinued
   operations                            2.72           0.49           0.19
                                  -----------    -----------    -----------
  Net earnings (loss)             $      1.86    $     (0.11)   $     (0.17)
                                  ===========    ===========    ===========
Weighted average common shares
  outstanding - basic and diluted   2,808,000      2,756,000      2,662,000
                                  ===========    ===========    ===========
</TABLE>

    See accompanying notes to financial statements.
<PAGE>

<TABLE>
                     THE BEARD COMPANY AND SUBSIDIARIES
                     Statements of Shareholders' Equity
<CAPTION>
                                                                                                          Total
                                                        Capital in                                       Common
                                             Common      Excess of       Accumulated      Treasury     Shareholders'
                                              Stock      Par Value        Deficit           Stock        Equity
                                         ------------   ------------   -------------   ------------   ------------
<S>                                      <C>            <C>            <C>             <C>            <C>
Balance, December 31, 1994               $      3,000   $ 41,321,000   $( 32,258,000)   $       -      $ 9,066,000
  Net loss, year ended December 31, 1995         -              -           (403,000)           -         (403,000)
  Accretion of preferred stock                   -           (51,000)           -               -          (51,000)
  Issuance of 78,700 shares of
   common stock                                  -           176,000            -               -          176,000
                                         ------------   ------------   -------------   ------------   ------------
Balance, December 31, 1995                      3,000     41,446,000    ( 32,661,000)           -        8,788,000
  Net loss, year ended December 31, 1996         -              -           (315,000)           -         (315,000)
  Issuance of 68,244 shares of
   common stock                                  -           183,000            -               -          183,000
                                         ------------   ------------   -------------   ------------   ------------
Balance, December 31, 1996                      3,000     41,629,000    ( 32,976,000)           -        8,656,000
  Net earnings, year ended December 31, 1997     -              -          9,014,000            -        9,014,000
  Issuance of 33,055 shares of common stock      -            71,000            -               -           71,000
  Purchase of 303,890 shares of common stock     -              -               -        (1,519,000)    (1,519,000)
  Accretion of preferred stock (note 4)          -        (3,789,000)           -               -       (3,789,000)
                                         ------------   ------------   -------------   ------------   ------------
Balance, December 31, 1997               $      3,000   $ 37,911,000   $ (23,962,000)  $ (1,519,000)  $ 12,433,000
                                         ============   ============   =============   ============   ============
</TABLE>
                                 See accompanying notes to financial statements.


<TABLE>
<CAPTION>
                      THE BEARD COMPANY AND SUBSIDIARIES
                           Statements of Cash Flows

                                               Year Ended December 31,
                                               -----------------------
                                          1997         1996           1995
<S>                                   <C>           <C>           <C>
Operating activities:
 Cash received from customers         $ 17,189,000  $ 17,763,000  $ 16,564,000
 Cash paid to suppliers and employees  (16,736,000)  (17,045,000)  (16,741,000)
 Cash received from settlement of
  take-or-pay contract                        -          539,000          -
 Interest received                          83,000        15,000        28,000
 Interest paid                            (386,000)     (348,000)     (265,000)
 Taxes paid                                (54,000)         -             -
                                       -----------   -----------   -----------
   Net cash provided by (used in)
    operating activities                    96,000       924,000      (414,000)
                                       -----------   -----------   -----------
Investing activities:
 Acquisition of property, plant and
  equipment                             (1,301,000)   (1,765,000)   (1,035,000)
 Proceeds from sale of business         18,777,000       434,000       317,000
 Proceeds from escrowed or restricted
  cash                                        -             -          220,000
 Other investments                         106,000       128,000      (397,000)
                                       -----------   -----------   -----------
   Net cash provided by (used in)
    investing activities                17,582,000    (1,203,000)     (895,000)
                                       -----------   -----------   -----------
Financing activities:
 Proceeds from line of credit and
  term notes                             1,764,000     3,728,000     3,195,000
 Payments on line of credit and
  term notes                            (4,302,000)   (3,331,000)   (2,351,000)
 Purchase of treasury stock             (1,519,000)         -             -
 Proceeds from issuance of common stock     71,000        45,000       176,000
 Other                                    (112,000)       (8,000)      (57,000)
                                       -----------   -----------   -----------
   Net cash provided by (used in)
    financing activities                (4,098,000)      434,000       963,000
                                       -----------   -----------   -----------
Net increase (decrease) in cash and
 cash equivalents                       13,580,000       155,000      (346,000)
Cash and cash equivalents at beginning
 of year                                   375,000       220,000       566,000
                                       -----------   -----------   -----------
Cash and cash equivalents at end of
 year                                 $ 13,955,000   $   375,000   $   220,000
                                      ============   ===========   ===========
</TABLE>

    See accompanying notes to financial statements.
<PAGE>

<TABLE>
                       THE BEARD COMPANY AND SUBSIDIARIES
                            Statements of Cash Flows

Reconciliation of Net earnings (loss) to Net cash provided by (used in)
operating activities
<CAPTION>
                                               Year Ended December 31,
                                         1997           1996          1995
<S>                                 <C>            <C>            <C>
Net earnings (loss)                 $  9,014,000   $  (315,000)   $  (403,000)
Adjustments to reconcile net
 earnings (loss) to net cash
 provided by (used in)
 operating activities:
  Loss from discontinuing operations        -          180,000           -
  Depreciation, depletion and
   amortization                        1,297,000     1,313,000      1,158,000
  Gain on sale of assets             (11,549,000)     (171,000)      (423,000)
  Provision for uncollectible
   accounts and notes                    113,000        28,000         54,000
  Impairment of investments and
   other assets                          328,000       180,000        102,000
  Impairment of long-lived assets        285,000          -              -
  Gain on take-or-pay contract
   settlement                               -         (400,000)          -
  Equity in net (income) loss of
   unconsolidated affiliates            (274,000)      (56,000)        13,000
  Minority interest of consolidated
   subsidiaries                          (49,000)      (13,000)          -
  Interest and other costs (capitalized)
   recognized on real estate project     357,000       (94,000)       (81,000)
  Other                                   (9,000)       36,000       (105,000)
  Increase in accounts receivable,
   other receivables, prepaid
   expenses and other current assets  (1,022,000)     (114,000)      (266,000)
  (Increase) decrease in inventories   1,069,000       134,000       (221,000)
  Increase (decrease) in trade
   accounts payables, accrued
   expenses and other liabilities        536,000       216,000       (242,000)
                                     -----------   -----------   ------------
  Net cash provided by (used in)
   operating activities             $     96,000   $   924,000   $   (414,000)
                                    ============   ===========   ============

Supplemental Schedule of Noncash
 Investing and Financing Activities

Purchase of property, plant and
 equipment and intangible assets
 through issuance of debt
 obligations                        $     86,000       889,000        487,000
                                    ============   ===========   ============

Purchase of business for note
 payable subsequently converted
 to common stock                    $       -          138,000           -
                                    ============   ===========   ============

Accounts payable, accrued expenses
 and other debt obligations assumed
 by the purchaser from the sale
 of the dry ice manufacturing and
 distribution business              $  2,813,000         -               -
                                    ============   ===========   ============

Holdback receivable from the sale
 of dry ice manufacturing and
 distribution business              $  1,000,000         -               -
                                    ============   ===========   ============

Stock purchase obligation resulting
 from the sale of dry ice manu-
 facturing and distribution
 business                           $    900,000         -               -
                                    ============   ===========   ============
</TABLE>

       See accompanying notes to financial statements.
<PAGE>
                            THE BEARD COMPANY AND SUBSIDIARIES

                              Notes to Financial Statements

                            December 31, 1997, 1996 and 1995


(1)  Summary of Significant Accounting Policies
The  Beard  Company's ("Beard" or the "Company")  accounting  policies  reflect
industry practices  and  conform  to  generally accepted accounting principles.
The more significant of such policies are briefly described below.

Nature of Business
The Company currently operates within two  major  industry  segments:   (1) the
environmental/resource  recovery  ("E/RR") segment, consisting of environmental
services and resource recovery activities, and (2) the carbon dioxide ("CO{2}")
segment, which consists of the production  of  CO{2}  gas.   The  Company  also
operated  in the dry ice (solid CO{2}) manufacturing and distribution business,
included in  the  CO{2}  Segment,  and  in  the  real  estate  construction and
development  segment  which  were  discontinued  in  October and January  1997,
respectively. The Company also has other operations, including a minority-owned
investment in a joint venture for the extraction, production  and sale of crude
iodine.

Principles of Consolidation and Basis of Presentation
The accompanying financial statements include the accounts of the  Company  and
its  wholly and majority owned subsidiaries and those subsidiaries in which the
Company  has  a  controlling  financial  interest. All significant intercompany
transactions  have  been eliminated in the accompanying  financial  statements.
The Company owns 80%  of  the outstanding common stock of Cibola Corporation, a
natural  gas  marketing  company,   but   does   not  consolidate  the  assets,
liabilities,  or  revenues or expenses of Cibola because  Cibola's  assets  are
controlled by the minority  common  stockholders  and preferred stockholders of
Cibola.   The Company earned $185,000 and $99,000 of  pretax  income  from  its
ownership interest of Cibola in 1997 and 1996, respectively.

Cash and Cash Equivalents
Cash equivalents of $13,181,000 at December 31, 1997, consist of investments in
short-term  commercial paper whose remaining terms at date of purchase are less
than 90 days.   There were no cash equivalents at December 31, 1996.

Inventories
As of December  31, 1997, inventories represent the net realizable value of one
speculative home  remaining  from  the real estate construction and development
segment which was discontinued in January  1997  (see  note  2  below).   As of
December 31, 1996, inventories represented the net realizable value of the real
estate  construction  and  development  project  and  the  cost of CO{2} tunnel
freezers constructed by a subsidiary of the Company in the CO{2}  segment.   At
December  31,  1996,  the CO{2} tunnel freezers were carried on a specific cost
basis, not exceeding net realizable value.  The CO{2} tunnel freezers were sold
in October 1997 as part  of the sale of the Company's dry ice manufacturing and
distribution business (see note 2 below).

Costs associated with the acquisition, development and construction of the real
estate project were capitalized  in  accordance  with  Statement  of  Financial
Accounting Standards ("SFAS") No. 67, "Accounting for Costs and Initial  Rental
Operations  of  Real  Estate  Projects."   Accordingly,  during  1996 and 1995,
general  and  administrative  costs  that  related  directly to the project  of
$30,000 and $162,000, respectively, were capitalized as inventory costs, and at
December  31,  1997  and 1996, inventories included approximately  $24,000  and
$209,000, respectively,  of  such costs.  The Company also capitalized interest
costs during the construction  phase  of  the  project  and  in  1996 and 1995,
capitalized interest costs of $94,000 and $81,000, respectively.  As previously
discussed,   the   Company   discontinued  its  real  estate  construction  and
development segment in January  1997  and  therefore  did  not  incur any costs
related to the real estate construction and development project during 1997.

Investments
Investments are accounted for principally by the use of the equity  method, and
consist primarily of a 40% interest in North American Brine Resources ("NABR"),
a  joint  venture  which  extracts iodine from saltwater brine, and 10% to  32%
interests in certain real estate  limited  partnerships  for  which the Company
does  not  serve  as  general  partner.  The summarized financial position  and
operating results of NABR for each  of the three years ended December 31 are as
follows:

<TABLE>
<CAPTION>
                                1997           1996           1995
                                ----           ----           ----
                                                          (Unaudited)
<S>                         <C>            <C>            <C>
Current assets              $   938,000    $   778,000    $   245,000
Noncurrent assets             3,350,000      3,746,000      3,749,000
Current liabilities             751,000        580,000        122,000
Noncurrent liabilities             -           540,000           -
                            -----------    -----------    -----------
Venture equity              $ 3,537,000    $ 3,404,000    $ 3,872,000
                            ===========    ===========    ===========
Net sales                     2,638,000        263,000        282,000
Gross margin                    606,000        102,000        102,000
Net income (loss)           $   133,000    $  (468,000)   $  (264,000)
                            ===========    ===========    ===========
</TABLE>

The  Company's  carrying  value of its investment in NABR on December 31, 1997,
was approximately $1,143,000,  or  $272,000  less than its 40% ownership in the
underlying equity of NABR.  In 1992 and 1994, the Company recorded $529,000 and
$408,000, respectively, of economic impairment of its investment in NABR due to
the closure of NABR's larger iodine plant and  low iodine prices.  NABR did not
record  economic  impairment  of its assets at the  venture  level.   Beard  is
amortizing the difference between the carrying amount of its investment in NABR
and its share of NABR's recorded  equity  based  on the expected useful life of
the  iodine plant and certain maintenance costs incurred  by  NABR  during  the
closure  period.   As a result of higher iodine prices, the closed iodine plant
was reopened in late  1996.   Beard  amortized $51,000, $144,000 and $92,000 of
the difference between the carrying amount  of  its  investment in NABR and its
share of NABR's recorded equity in 1997, 1996 and 1995, respectively.

The  Company's  equity in other investees' operations and  net  assets  is  not
material to the Company's  results  of  operations  or financial position.  The
Company recorded provisions totaling $152,000, $180,000  and  $30,000  in 1997,
1996 and 1995, respectively, for economic impairment of an unsecured note  with
a  face  value  of  $362,000  held by the Company in a research and development
entity.

The  Company  also  recorded a provision  of  $176,000  in  1997  for  economic
impairment of certain notes and other investments.

Property, Plant and Equipment
Property, plant and equipment  are  depreciated  by  use  of  the straight-line
method  using estimated asset lives of 3 to 20 years.  Depreciation,  depletion
and amortization  of  properties  producing CO{2} are computed by the units-of-
production  method  using  estimates  of  unrecovered  proved  developed  CO{2}
reserves.

The Company charges maintenance and repairs  directly  to  expense  as incurred
while  betterments  and  renewals are generally capitalized.  When property  is
retired  or  otherwise  disposed   of,  the  cost  and  applicable  accumulated
depreciation,  depletion  and amortization  are  removed  from  the  respective
accounts and the resulting gain or loss is reflected in operations.

Intangible Assets
Identifiable intangible assets, comprised primarily of acquired customer lists,
covenants not to compete, and  patents,  are amortized on a straight-line basis
over their respective estimated useful lives,  ranging  from  five to 17 years.
The  excess  of  acquisition  cost  over the fair value of net assets  acquired
(goodwill) is amortized on a straight-line  basis  over the expected periods to
be   benefited,  generally,  ten  years.   Intangible  assets   are   evaluated
periodically,  and  if conditions warrant, an impairment valuation allowance is
provided.  The Company  assesses  recoverability of its intangible assets under
the provisions of SFAS No. 121, "Accounting  for  the  Impairment of Long-Lived
Assets and Long-Lived Assets to be Disposed Of."

Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of
The  Company  adopted  the  provisions  of  SFAS No. 121, "Accounting  for  the
Impairment of Long-Lived Assets and Assets to  be  Disposed  Of," on January 1,
1996.  This Statement requires that long-lived assets and certain  identifiable
intangibles   be   reviewed  for  impairment  whenever  events  or  changes  in
circumstances indicate  that  the  carrying  amount  of  an  asset  may  not be
recoverable.   Recoverability  of  assets to be held and used is measured by  a
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset.  If such  assets  are  considered to be impaired,
the impairment to be recognized is measured by the amount by which the carrying
amount  of  the  assets  exceeds the fair value of the assets.   Assets  to  be
disposed of are reported at the lower of the carrying amount or fair value less
costs to sell.  Adoption of  this  statement  did not have a material impact on
the Company's 1996 financial position, results of operations, or liquidity.

The operating trends of a subsidiary included in  the  Company's  E/RR  segment
indicated that the undiscounted future net cash flows from the subsidiary would
be less than the carrying value of its long-lived assets.  Accordingly, in  the
fourth quarter of 1997, the Company recognized an impairment loss of  $114,000.
The  Company also recorded an impairment loss of $171,000 in the fourth quarter
of 1997 related to underutilized land owned by the Company.  As a result of the
1993 Restructure (see note 4), the Company retained certain land which was once
utilized  as oil and gas drilling and servicing supply yards.  The supply yards
have been inactive since the Company's 1993 Restructure.

The impairment  losses  are  a result of differences between carrying value and
the estimated fair value (based  on appraised and quoted replacement values) of
the long-lived assets.

Fair value of financial instruments
The  carrying amounts of the Company's  cash  and  cash  equivalents,  accounts
receivable,  other  current  assets, trade accounts payables, accrued expenses,
redeemable preferred stock purchase  and  redemption  obligation and short-term
debt approximate fair value because of the short maturity of those instruments.
At  December 31, 1997 and 1996, the fair value of the long-term  debt  was  not
significantly  different  than  the  carrying  value  of that debt.  Redeemable
preferred stock is carried at its estimated fair value.

Use of estimates
Management  of  the  Company  has  made a number of estimates  and  assumptions
relating to the reporting of assets  and  liabilities  and  the  disclosure  of
contingent  assets  and  liabilities  to  prepare these financial statements in
conformity with generally accepted accounting principles.  Actual results could
differ from those estimates.

Income Taxes
Income taxes are accounted for under the asset  and liability method.  Deferred
tax  assets  and  liabilities are recognized for the  future  tax  consequences
attributable to differences between the financial statement carrying amounts of
existing assets and  liabilities  and  their respective tax bases and operating
loss and tax credit carryforwards.  Deferred  tax  assets  and  liabilities are
measured  using  enacted tax rates expected to apply to taxable income  in  the
years in which those  temporary  differences  are  expected  to be recovered or
settled.  The effect on deferred tax assets and liabilities of  a change in tax
rates is recognized in income in the period that includes the enactment date.

Treasury Stock
In  November  1997, the Company repurchased 303,890 shares of its common  stock
for approximately  $1,519,000.  The Company holds repurchased stock as treasury
stock.

Stock Option Plan
Prior to January 1,  1996,  the  Company accounted for its stock option plan in
accordance with the provisions of  Accounting  Principles Board ("APB") Opinion
No.   25,   "Accounting   for   Stock   Issued  to  Employees,"   and   related
interpretations.  As such, compensation expense  was  recorded  on  the date of
grant  only  if  the current market price of the underlying stock exceeded  the
exercise price.  On  January  1,  1996,  the  Company  adopted  SFAS  No.  123,
"Accounting  for Stock-Based Compensation," which permits entities to recognize
as expense over  the vesting period the fair value of all stock-based awards on
the date of grant.   Alternatively,  SFAS  No.  123  also  allows  entities  to
continue  to  apply  the provisions of APB Opinion No. 25 and provide pro forma
net earnings and pro forma  earnings  per  share disclosures for employee stock
option grants made in 1995 and future years  as  if the fair-value-based method
defined in SFAS No. 123 had been applied.  The Company  has elected to continue
to  apply  the  provisions  of  APB Opinion No. 25 and provide  the  pro  forma
disclosure provisions of SFAS No. 123.

Mandatorily Redeemable Preferred Stock
The Company's preferred stock is accounted for at fair value. The excess of the
estimated redeemable value over the  fair  value  at  the  date  of issuance is
accreted  over the redemption term.  The carrying value of the preferred  stock
is  increased  annually  for  the  estimated  accretion  with  a  corresponding
reduction  of capital in excess of par value of common stock.  The accretion of
carrying value  decreases  net  income  or  increases  net loss for purposes of
calculating net income (loss) attributable to common shareholders.

Earnings (Loss) Per Share
In February 1997, the Financial Accounting Standards Board  issued Statement of
Financial  Accounting Standards No. 128, "Earnings Per Share."   SFAS  No.  128
revised the  previous  calculation methods and presentations of earnings (loss)
per share.  The statement  requires  that  all prior period earnings (loss) per
share data be restated.  The Company adopted SFAS No. 128 in the fourth quarter
of 1997 as required by the statement.  The effect  of adopting SFAS No. 128 was
not material to the Company's prior periods' earnings (loss) per share data.

Under the provision of SFAS No. 128, basic earnings  (loss)  per  share data is
computed  by  dividing income available to common shareholders by the  weighted
average number  of  common shares outstanding for the period.  Diluted earnings
per share reflects the  potential  dilution  that  could occur if the Company's
outstanding stock options were exercised (calculated using the treasury method)
and if the Company's preferred stock were converted to common stock.

Diluted  earnings  (loss)  per share in the statements  of  operations  exclude
potential common shares issuable  upon conversion of redeemable preferred stock
or exercise of stock options as a result  of  losses from continuing operations
for all years presented.  Net earnings (loss) for  1997  have  been  reduced by
one-third   of  "consolidated  net  income"  which  accretes  directly  to  the
mandatorily redeemable  preferred  shareholders.   For purposes of earnings per
share,  such  accretion  reduced  earnings from discontinued  operations  which
resulted from the gain on sale of the  business  and  substantially  all of the
assets of Carbonic Reserves.

Reclassifications
Certain  1996  and 1995 balances have been reclassified to conform to the  1997
presentation.

(2)  Discontinued Operations
On October 13, 1997, the Company sold the business and substantially all of the
assets (excluding  cash and cash equivalents, notes receivable from the Company
or related parties and  deferred tax assets) of Carbonic Reserves, an 85%-owned
subsidiary  involved  in the  manufacturing  and  distribution  of solid  CO{2}
("solid CO{2} segment")  for cash of $19,375,000 and the assumption of  certain
liabilities valued at $2,813,000  (the  "Asset Sale").  The assumed liabilities
included  trade accounts payable and current  and  long-term  debt  obligations
(excluding  tax  liabilities,  employee related liabilities and indebtedness to
the Company or related parties).

The gain on the Asset Sale was $11,014,000  (after  applicable  income taxes of
$522,000).  Results of operations of the solid CO{2} segment have been reported
as  discontinued  operations  for  all  years  presented  in  the  accompanying
statements  of  operations.  Revenues applicable to the discontinued operations
were  $11,071,000,  $13,307,000   and  $11,706,000  in  1997,  1996  and  1995,
respectively.   Earnings  from  the  discontinued   solid  CO{2}  segment  were
$428,000, $1,535,000 and $487,000, in 1997, 1996 and 1995, respectively.

Pursuant to the closing of the Asset Sale, the Company  received $18,375,000 in
cash.   The  remaining  $1,000,000  cash  proceeds  have  been held  back  (the
"Holdback") to offset certain post closing adjustments for  a  maximum  of  150
days  from  the  closing date.  The Company received the entire Holdback amount
from the purchaser on March 12, 1998.  The Holdback amount is included in other
receivables on the balance sheet.

Concurrent with the  Asset  Sale,  the  Company agreed to purchase the Carbonic
Reserves minority shareholder's common stock  for  $900,000,  which was paid by
the  Company  in  January 1998.  The stock purchase obligation is  included  in
other current obligations  on  the  balance  sheet  and has reduced the related
gain.

As  of  December 31, 1997, the significant assets of the  solid  CO{2}  segment
consist of  cash  of  $125,000  and  the  $1,000,000  Holdback receivable.  The
significant  liabilities  of the solid CO{2} segment consist  of  the  $900,000
stock purchase obligation,  discussed  above,  and  approximately  $400,000  of
accrued bonuses and employee severance compensation.

In  January 1997, the Company adopted a formal plan to dispose of the assets of
its  real   estate  construction  and  development  segment.  The  real  estate
construction and development segment's results of operations have been reported
as discontinued operations in the accompanying statements of operations for the
years ended December  31,  1996 and 1995, respectively.  Revenues applicable to
such discontinued operations  were  $1,083,000 and $1,949,000 in 1996 and 1995,
respectively.   Earnings from the discontinued  real  estate  construction  and
development segment were $5,000 and $75,000 in 1996 and 1995, respectively.

In 1996, the Company  recorded  a  loss of $180,000 from discontinuing its real
estate construction and development activities which represented the difference
in the estimated amounts to be received  from  disposing  of  the  real  estate
construction  and  development  assets  and  the  assets' recorded values as of
December 31, 1996.  During 1997, the Company sold $1,534,000 of the real estate
construction  and development assets, which approximated  amounts  the  Company
estimated to be received from selling those assets.

As of December  31,  1997,  the remaining asset of the real estate construction
and  development  segment  consisted   of   one   speculative  home  valued  at
approximately $219,000.   The Company expects to dispose  of  this asset in the
near future at its December 31, 1997, recorded value.  As of December 31, 1996,
the  real  estate  construction and development assets were recorded  at  their
estimated disposition value of $1,753,000.

Operating results of  the  discontinued  operations through the date of sale of
the remaining assets are not expected to be significant.

(3)  Acquisition
On May 21, 1996, the Company acquired 80%  of  the  outstanding common stock of
Horizontal  Drilling  Technologies,  Inc. ("HDT") for $482,000.   HDT  utilizes
trenchless technology and specializes  in  directional  drilling  for  utility,
underground  cable and environmental remediation projects.  The purchase  price
consisted of a  non-interest  bearing  contingent  payment obligation valued at
$301,000 (see note 8 below), a non-interest bearing  $150,000 note, convertible
at the option of the holder into common stock of the Company,  and  20%  of the
Company's  ownership, valued at $44,000, in an existing subsidiary involved  in
environmental/resource  recovery operations.  The non-interest bearing note was
converted into 50,000 shares  of  the  Company's  common stock on July 1, 1996.
The conversion rate used was the Company's July 1,  1996 closing stock price of
$3.00.   The  fair  value of the net identifiable assets  of  HDT  approximated
$143,000 on the acquisition  date.   The  excess of the purchase price over the
fair  value  of  the  net identifiable assets acquired  has  been  recorded  as
goodwill and is being amortized  on  a straight-line basis over ten years.  The
acquisition has been accounted for by  the purchase method and accordingly, the
results  of operations of HDT have been included  in  the  Company's  financial
statements from May 21, 1996.

Had the Company  acquired  HDT  as  of  January  1,  1995,  revenues, loss from
continuing operations, net loss and related per share amounts  on  a  pro forma
basis for 1996 and 1995 would not have been materially different than 1996  and
1995 amounts reported in the accompanying statements of operations.

(4)  Redeemable Preferred Stock
As  a  result  of a restructure (the "Restructure") effected in October of 1993
with four institutional  lenders (the "Institutions"): (a) substantially all of
the oil and gas assets of  Beard's  subsidiary, Beard Oil Company ("Beard Oil")
were sold to a company owned by the Institutions; (b) $101,498,000 of long-term
debt  and  other  obligations  were  effectively   eliminated;   and   (c)  the
Institutions  received  25%  of  Beard's  then  outstanding  common  stock  and
$9,125,000  stated  value  (91,250 shares, or 100%) of Beard's then outstanding
preferred stock.

The Company's preferred stock  is  mandatorily  redeemable through December 31,
2002 from one-third of Beard's "consolidated net  income"  as  defined  in  the
Restructure  agreements.   Accordingly,  one-third  of future "consolidated net
income" will accrete directly to the preferred stockholder  and reduce earnings
per common share. Each share of Beard preferred stock which has  not previously
been redeemed may be converted into 5.129425 shares of Beard common stock after
December 31, 2002.  Fractional shares will not be issued, and cash will be paid
in redemption thereof.

In  January  of  1997  three  of  the  four Institutions sold their common  and
preferred  shares  to  five  individuals.  These  individuals  (the  "Sellers")
thereafter sold such shares to  the  Company  (the "Repurchase"). Repurchase of
the common (303,890 shares) was effected by the Company in November of 1997 and
repurchase of the preferred (47,729 shares) was  effected  in  January of 1998.
$1,641,000  of  the  purchase  price  was  used  to  repurchase 16,411 sellers'
preferred shares at par value ($100 per share).  This  portion  of the purchase
price was in lieu of the Sellers' share of a redemption from one-third  of 1997
net  income  (as  defined)  (the "Redemption").  The 1997 Redemption amount was
agreed upon by all of the preferred  shareholders  at  an  established value of
$3,100,000.  The Sellers' remaining 31,318 preferred shares  were purchased for
$1,000,000 or $31.93 per share.  The Company paid the Sellers  $95,000  for the
Repurchase  of the preferred shares in November 1997 and is obligated to redeem
14,589 of the remaining preferred shares for $1,459,000 in March 1998.

The Company has  given  effect to the Repurchase and Redemption on its December
31, 1997, balance sheet by  reducing the mandatorily redeemable preferred stock
balance and presenting the obligations as a current obligation.  As of December
31, 1997, the remaining redeemable preferred stock is recorded at its estimated
fair value of $889,000 or $31.93  per  share  and  has  an aggregate redemption
value of approximately $2,784,000.  At December 31, 1996  the fair value of the
preferred stock was estimated to be approximately $1,200,000  with an aggregate
redemption value of approximately $9,015,600.  During 1997 the Company recorded
$3,789,000 in accretion of the preferred stock as a result of the  increase  in
value of the preferred stock as evidenced by the Repurchase and Redemption.

As  a  result  of  the  Repurchase  and Redemption, the Company has reduced its
outstanding common shares from 2,832,129  to 2,528,239 (net of treasury shares)
and its outstanding preferred shares from 90,156  to 27,838. The sole remaining
Institution holds 11.68% of the voting power of Beard  through its ownership of
common stock and an additional 5.35% through its holdings  of  preferred stock,
for  a  total  of 17.03% of the total outstanding voting stock of the  Company.
Prior to the Repurchase,  the  preferred  holders  had  elected  a director who
continues to serve on Beard's six-member Board of Directors.

(5)  Property, Plant and Equipment

<TABLE>
Property, plant and equipment are summarized as follows:
<CAPTION>
                                                 December 31,
                                                 ------------
                                           1997             1996
                                           ----             ----
<S>                                    <C>              <C>
Carbon dioxide:
  Buildings, machinery and equipment   $        -       $  9,639,000
  Proved properties, projects in
   progress, and unproved properties       2,958,000       2,811,000
  Other depreciable assets                      -            942,000
  Land                                          -             64,000
                                       -------------    ------------
                                           2,958,000      13,456,000
                                       -------------    ------------
Environmental/resource recovery:
  Buildings, machinery and equipment       1,991,000       1,779,000
  Other depreciable assets                   621,000         547,000
  Land                                          -            150,000
                                       -------------    ------------
                                           2,612,000       2,476,000
                                       -------------    ------------
Other corporate assets:
  Other depreciable assets                   427,000         436,000
  Land                                       250,000         425,000
                                       -------------    ------------
                                             677,000         861,000
                                       -------------    ------------
                                       $   6,247,000    $ 16,793,000
                                       =============    ============
</TABLE>

<TABLE>
Accumulated  depreciation,  depletion and amortization and valuation allowances
are summarized as follows:

<CAPTION>
                                               December 31,
                                               ------------
                                           1997           1996
                                           ----           ----
<S>                                     <C>            <C>
Carbon dioxide:
  Buildings, machinery and equipment    $      -       $ 3,637,000
  Proved properties, projects in
   progress, and unproved properties      2,518,000      2,476,000
  Other depreciable assets                     -           595,000
                                        -----------    -----------
                                          2,518,000      6,708,000
                                        -----------    -----------
Environmental/resource recovery:
  Buildings, machinery and equipment        871,000        547,000
  Other depreciable assets                  404,000        339,000
                                        -----------    -----------
                                          1,275,000        886,000
                                        -----------    -----------
Other corporate depreciable assets:         507,000        500,000
                                        -----------    -----------
                                        $ 4,300,000    $ 8,094,000
                                        ===========    ===========
</TABLE>

(6)  Intangible Assets
Intangible assets are summarized as follows:
<TABLE>
<CAPTION>
                                                December 31,
                                                ------------
                                           1997              1996
                                           ----              ----
<S>                                    <C>                <C>
Carbon dioxide:
  Covenants not to compete             $      -           $ 1,728,000
  Acquired customer lists                     -               943,000
  Costs in excess of fair value of
   net assets acquired                        -               561,000
  Other intangible assets,
   including patents                        88,000            397,000
                                       -----------        -----------
                                            88,000          3,629,000
Other intangible assets, principally
 goodwill                                  740,000            676,000
                                       -----------        -----------
                                       $   828,000        $ 4,305,000
                                       ===========        ===========
</TABLE>

Accumulated amortization is as follows:

<TABLE>
<CAPTION>
                                               December 31,
                                               ------------
                                         1997                 1996
                                         ----                 ----
<S>                                  <C>                <C>
Carbon dioxide:
  Covenants not to compete           $      -           $ 1,728,000
  Acquired customer lists                   -               921,000
  Costs in excess of fair value
   of net assets acquired                   -               351,000
  Other intangible assets,
   including patents                      88,000            354,000
                                     -----------        -----------
                                          88,000          3,354,000
Other intangible assets,
 principally goodwill                    246,000            185,000
                                     -----------        -----------
                                     $   334,000        $ 3,539,000
                                     ===========        ===========
</TABLE>

Short-term Debt
Short-term debt is as follows:

<TABLE>
<CAPTION>
                                                  December 31,
                                                  ------------
                                               1997           1996
                                               ----           ----
<S>                                        <C>            <C>
Real estate construction and development   $     -        $   639,000
                                           ============   ===========
</TABLE>

Secured short-term notes payable to banks in connection with the Company's real
estate  construction  and development project were paid off in March 1997.  The
interest rate was 10.0% as of December 31, 1996.

(8)  Long-term Debt
Long-term debt is as follows:

<TABLE>
<CAPTION>
                                               December 31,
                                               ------------
                                           1997           1996
                                           ----           ----
<S>                                   <C>             <C>
Environmental/resource recovery (a)   $   305,000     $ 1,156,000
Carbon dioxide (b)                           -          1,479,000
Corporate and other (c)                   350,000       1,186,000
                                      -----------     -----------
                                      $   655,000     $ 3,821,000
                                      ===========     ===========
</TABLE>

(a)   Borrowings outstanding in the Company's E/RR segment include $305,000 and
      $874,000  at  December  31, 1997 and 1996, respectively, of various notes
      payable which are collateralized by property, plant and equipment with an
      approximate net book value  of  $314,000  at December 31, 1997.  Payments
      are generally due monthly with interest rates ranging from 6.0% to 16.6%,
      with approximate weighted average interest  rates  of 9.5% and 9.5% as of
      December  31,  1997  and  1996, respectively. The various  notes  payable
      mature through October 2001.

      Included in the E/RR segment's  long-term  debt at December 31, 1996 were
      $282,000 of borrowings under a line of credit  bearing  interest  at 1/2%
      above  the  national prime lending rate, which was 8.25%.  The borrowings
      were paid off in October, 1997.

(b)   Borrowings outstanding  as  of  December  31, 1996 in the Company's solid
      CO{2} segment included various notes payable  of  $379,000, with interest
      rates ranging from 6.75% to 14.5%, with an approximate  weighted  average
      interest  rate  of  8.5%.   These  notes  were  assumed in the Asset Sale
      discussed in note 2.

      Also, included in the solid CO{2} segment's long-term  debt  at  December
      31,  1996  was  $1,100,000  of  borrowings under a line of credit bearing
      interest at 1% above the national  prime  lending rate which approximated
      8.25%.  $250,000 of the line of credit was due December 31, 1997 with the
      remainder due April 30, 1998.  The debt was  assumed  by the purchaser in
      the Asset Sale discussed in note 2.

(c)   Borrowings outstanding for corporate and other operations at December 31,
      1996 included $680,000 due to affiliates of the Company's Chairman of the
      Board  of  Directors.   The  loans  were  originally made in  1995,  were
      extended in 1996, and extended again in February  1997  to February 1999.
      The loans were paid off in October, 1997.  All of the loans bore interest
      at a rate of 10% per annum.

      Included in corporate and other operations' long-term debt at December 31,
      1996 were $205,000 of borrowings under a $500,000 line of credit which
      matures on June 30, 1998, with interest at 1% above the national prime
      lending rate which was 8.25%. The loans were paid off in October, 1997.

      Long-term  debt  of  corporate  and  other  operations  also  includes  a
      discounted $350,000 and $301,000 contingent payment obligation payable as
      of  December  31,  1997  and  1996,  respectively,  to  the  former  sole
      shareholder  of HDT, resulting from the Company's acquisition of  80%  of
      HDT's outstanding  common  stock.   The  contingent payment obligation is
      payable only from 80% of the cash flows (prescribed  under the contingent
      payment  obligation  agreement)  of  HDT  and another subsidiary  of  the
      Company  in  the  E/RR  segment.  The maximum amount  payable  under  the
      contingent payment obligation  is  $483,000.   The Company discounted the
      maximum contingent payment obligation over its estimated  repayment  term
      of  ten  years  using a 10% interest rate.  In 1997, the Company recorded
      $49,000  of interest  expense  accretion  on  the  contingent  obligation
      payable.

      The annual maturities of long-term debt at December 31, 1997 are $136,000
      for 1998,  $130,000  for  1999,  $101,000 for 2000, $90,000 for 2001, and
      $38,000 in 2002.

      At December 31, 1997, the Company  had $486,000 of credit available under
      a $650,000 bank line of credit.  The  line  of credit matures on June 30,
      1998  and bears interest on outstanding amounts  at  the  national  prime
      lending  rate which was 8.5% at December 31, 1997.  At December 31, 1997,
      the Company  had  utilized  $164,000  of this line for a letter of credit
      issued  as  collateral on bonds posted by  an  insurance  carrier  for  a
      subsidiary in the E/RR segment.  See note 14 below.

(9)  Settlement of Take-or-Pay Contract
During 1996, the Company  negotiated  a  settlement  of  a take-or-pay contract
under  which  a  customer was obligated to purchase certain volumes  of  liquid
CO{2}. As a result of the settlement, the Company received cash of $539,000 and
a CO{2} vapor recovery  system with an estimated fair value of $400,000 and the
Company released the party  of  its  contractual  obligation  to  purchase  the
contracted  liquid  CO{2}  volumes.  The Company realized a gain of $939,000 in
1996  relating  to this settlement  which  is  included  in  the  results  from
discontinued operations.

(10)  Operating Leases
Noncancelable operating leases relate principally to office space, vehicles and
operating equipment.   Future minimum payments under such leases as of December
31, 1997 are summarized as follows:

1998                                     $138,000
1999                                      124,000
2000                                       76,000
                                         --------
                                         $338,000
                                         ========

Rent  expense  under  operating leases aggregated $889,000 in 1997, $594,000 in
1996 and $644,000 in 1995.

(11)  Income Taxes
The primary differences between the carrying values of the Company's assets for
financial  and  tax purposes  result  from  the  accounting  methods  used  for
impairment of assets,  depletion, depreciation and amortization of property and
equipment and debt restructuring.

As of December 31, 1997 and 1996, the Company's net deferred tax assets, before
valuation allowances, approximated  $23,370,000  and $28,182,000, respectively.
Based on the results of the Company's operations,  management  does not believe
that  it is more likely than not that the Company will be able to  realize  the
benefit  of  the  net  operating  loss  carryforwards  and other deductions and
credits before expiration.  The Company has fully allowed  for the tax deferred
assets  through  a  valuation  allowance.   In order to fully realize  the  net
deferred  tax  assets, before consideration of  the  valuation  allowance,  the
Company  would  need   to  generate  future  taxable  income  of  approximately
$61,000,000 prior to expiration  of  the net operating loss carryforwards which
will begin to expire in 2004 and investment  tax credits which will expire from
1998 through 2000.

The 1997 income tax expense resulted from federal  alternative minimum taxes of
$287,000 and regular state income taxes of $308,000.  No regular current income
tax expense was provided in the three years ended December  31, 1997 due to the
availability  for  regular  income  tax  reporting  of net operating  loss  and
depletion and investment tax credit carryforwards.

The  changes  in the net deferred tax assets and valuation  allowance  were  as
follows (in thousands):

<TABLE>
<CAPTION>
                                           1996                     1997
                                         Deferred                 Deferred
                             January 1,   Expense   December 31,   Expense   December 31,
                                1996     (Benefit)      1996      (Benefit)     1997
                             ----------  ---------  ------------  ---------  ------------
<S>                          <C>         <C>         <C>          <C>        <C>
Deferred tax liability       $     (60)  $     130   $    (190)   $    (27)  $    (163)
Deferred tax asset              32,999       4,627      28,372       4,839      23,533
                             ---------   ---------   ---------    --------   ---------
Net deferred tax asset       $  32,939   $   4,757   $  28,182    $  4,812   $  23,370
Less valuation allowance        32,939       4,757      28,182       4,812      23,370
                             ---------   ---------   ---------    --------   ---------
Deferred tax asset less
valuation allowance          $    -      $    -      $    -       $    -     $    -
                             =========   =========   =========    ========   =========
</TABLE>

At December 31,  1997,  the  Company  had  Federal  regular  tax operating loss
carryforwards  of approximately $53.8 million that expire from  2004  to  2010,
investment tax credit  carryforwards of approximately $441,000 that expire from
1998 to 2000, and tax depletion  carryforwards  of  approximately $5.5 million.
These  carryforwards  may  be  limited if the Company undergoes  a  significant
ownership change.  The decrease  in  the  deferred tax asset in 1996 relates to
the utilization of Federal regular tax operating  loss  carryforwards to offset
taxable income resulting from capital transactions between  the Company and its
carbon dioxide subsidiary and changes in estimates.

(12)  Employee Benefit Plan
Employees  of  the  Company  participate  in a defined contribution  plan  with
features under Section 401(k) of the Internal Revenue Code.  The purpose of the
Plan is to provide retirement, disability and  death benefits for all full-time
employees  of  the  Company who meet certain service  requirements.   The  Plan
allows voluntary "savings"  contributions  up  to  a  maximum  of  15%, and the
Company or its subsidiaries matches 100% of each employee's contribution  up to
5%  of  such  employee's  compensation.   Benefits  payable  under the plan are
limited  to  the amount of plan assets allocable to the account  of  each  plan
participant.   The  Company retains the right to modify, amend or terminate the
plan at any time.  During  1997,  1996  and  1995, the Company and its eligible
subsidiaries made matching contributions of $150,000,  $134,000,  and $116,000,
respectively, to the plan.

(13)  Stock Option Plans
The Company has reserved 175,000 shares of its common stock for issuance to key
management,  professional employees and directors under The Beard Company  1993
Stock Option Plan  (the  "1993 Plan") adopted in August 1993.  The 1993 Plan is
administered by the Compensation  and  Stock Option Committee (the "Committee")
of the Board of Directors.  The option price is determined by the Committee but
cannot be less than the fair market value of the common stock of the Company at
the date of grant for incentive stock options  and  75% of fair market value of
the common stock for non-qualified options.  All options  have  ten-year  terms
and become exercisable one year after the date of grant at the rate of 25% each
year  until  fully exercisable.  Directors who are not key management employees
of the Company  or  subsidiaries  of  the  Company shall only be eligible to be
granted non-qualified stock options.  At December  31,  1997, there were 17,500
additional shares available for grant under the Plan.

The per share weighted-average fair value of stock options  granted during 1997
and  1996  was $2.67 and $1.66, respectively, on the dates of grant  using  the
Black-Scholes  option pricing model with the following assumptions: no expected
dividend yield;  risk-free  interest rate of 7.04% and 6.73% for 1997 and 1996,
respectively; expected life of  ten  years;  and expected volatility of 39% for
options granted in 1997 and 1996.  No options were granted in 1995.

The Company applies APB Opinion No. 25 in accounting for its stock options and,
accordingly, no compensation cost has been recognized  for its stock options in
the financial statements.  Had the Company determined compensation  cost  based
on  the  fair value at the grant date for its stock options under SFAS No. 123,
the net earnings (loss) and net earnings (loss) per common share would not have
been  materially  different  than  the  1997  or  1996  amounts,  respectively,
reflected in the accompanying statements of operations.

Stock option activity during the periods indicated is as follows:

<TABLE>
<CAPTION>
                                         Number of         Weighted-Average
                                          Shares            Exercise Price
                                         ---------         ----------------
      <S>                                <C>               <C>
      Balance at December 31, 1994        145,000               $2.01
           Granted                           -                    -
           Exercised                         -                    -
           Forfeited                         -                    -
           Expired                           -                    -
                                          -------               -----
      Balance at December 31, 1995        145,000               $2.01
           Granted                         12,500                2.63
           Exercised                       (5,000)               2.00
           Forfeited                       (5,000)               2.00
           Expired                           -                    -
                                          -------               -----
      Balance at December 31, 1996        147,500               $2.06
           Granted                          5,000                4.38
           Exercised                      (27,500)               2.00
           Forfeited                         -                    -
           Expired                           -                    -
                                          -------               -----
      Balance at December 31, 1997        125,000               $2.17
                                          =======               =====
</TABLE>

At December  31,  1997,  the  range  of  exercise  prices  and weighted-average
remaining contractual life of outstanding options was $2.00  -  $4.38 and seven
years, respectively.

At December 31, 1997 and 1996, the number of options exercisable was 91,250 and
67,500  respectively, and the weighted-average exercise price of those  options
was $2.03 and $2.01, respectively.

(14)  Commitments and Contingencies
In the normal  course  of business various actions and claims have been brought
or asserted against the  Company.   Management  does  not  consider  them to be
material  to  the Company's financial position, liquidity or future results  of
operations.

As of December 31, 1997, an affiliate of the Company's Chairman of the Board of
Directors had issued  a  guarantee  for  a  $164,000 stand-by letter of credit,
backed by a note of the Company, issued as collateral  on  bonds  posted  by an
insurance   carrier  for  a  subsidiary  in  the  E/RR  segment.   The  Company
indemnified the  affiliate  against  any loss from providing such guaranty, and
agreed to pay 10% interest to the affiliate  while  the  guaranty  remained  in
place.   On February 24, 1998, the affiliate was relieved of the guaranty.  The
letter of credit expired on March 24, 1998 and was renewed thru March 24, 1999.
In addition,  the Company was contingently liable for other outstanding letters
of credit totaling  approximately  $82,000 and $68,000 at December 31, 1997 and
1996, respectively.  $14,000 of the letters of credit expire on April 18, 1998,
$18,000 expires on October 5, 1998, and $50,000 expires on March 24, 1999.

(15)  Subsequent Event
In February 1998, the Company, through  a  newly-formed  subsidiary, Interstate
Travel  Facilities,  Inc.  ("ITF"),  acquired five businesses  in  central  and
eastern Oklahoma geared toward the needs  of interstate highway travelers.  The
purchase  price  for  the  businesses  totaled approximately  $2,551,000.   The
purchase  price  for  three  of the businesses  was  comprised  of  a  15-year,
unsecured 5.93% promissory note  from  ITF  in  the  amount  of  $544,000,  the
assumption  of certain of the businesses' debt obligations by ITF in the amount
of $1,336,000,  and  20%  of  the  common stock of ITF valued at $181,000.  The
remaining two businesses were purchased  for  a cash consideration of $490,000.
Three  of the businesses contain a service station,  convenience  store  and  a
restaurant.   The fourth contains a service station and a convenience store and
the fifth is presently undeveloped.  After renovations and development on three
of the businesses  are  completed, ITF expects to have approximately $4 million
invested in the five businesses.

 (16)  Business Segment Information
The  Company  operates  principally   within   two   industry   segments:   (1)
environmental/resource  recovery  ("E/RR");  and  (2)  the production of carbon
dioxide ("CO{2}") gas.

The Company's operations of the E/RR segment are conducted  through  three 80%-
owned  subsidiaries,  a  financially  controlled  subsidiary  headquartered  in
Oklahoma City, Oklahoma, as well as a wholly-owned subsidiary headquartered  in
Pittsburgh,  Pennsylvania.  The Company's CO{2} operations are comprised of its
ownership in two  CO{2}  producing  units  located in southwestern Colorado and
eastern New Mexico.

The  Company  operates  principally in only one  geographic  area,  the  United
States.  Thus, all of its  segment  operations  are  domestic  and  it  has  no
significant export sales.

During  1997,  one  customer  accounted for 16% of the E/RR segments sales.  No
other customer accounted for more  than  10%  of  total  sales during 1997.  No
customer accounted for more than 10% of total sales during 1996 and 1995.

The  Company  and  its  subsidiaries  grant  credit,  in the normal  course  of
business, to various entities within the industries they  serve.  Generally, no
collateral or other security is required of its customers.  The Company and its
subsidiaries perform ongoing credit evaluations of its customers  and  maintain
allowances for potential bad debt losses.

Sales  to  unaffiliated customers, identifiable assets, depreciation, depletion
and amortization  and  additions  to  property, plant and equipment by industry
segment are presented in thousands of dollars:

<TABLE>
<CAPTION>
                              Environmental/        Corporate
                                 Resource   Carbon    And        Consolidated
                                 Recovery   Dioxide  Other         Company
                              ------------- ------- ---------    ------------
<S>                           <C>           <C>     <C>          <C>
            1997
Sales to unaffiliated customers  $ 5,247    $503    $    58          $5,808
Operating profit (loss)           (1,118)    268     (1,017)         (1,867)
Depreciation, depletion and
  amortization                       392      25         18             435
Identifiable assets                3,546     535     16,871          20,952
Additions to property, plant
  and equipment                      550     147        905           1,602

            1996
Sales to unaffiliated customers    3,009     301         66           3,376
Operating profit (loss)             (757)    184     (1,032)         (1,605)
Depreciation, depletion and
  amortization                       267      18         16             301
Identifiable assets                3,268     863     12,342          16,473
Additions to property, plant
  and equipment                    1,138      68      1,925           3,131

            1995
Sales to unaffiliated customers    3,026     209         71           3,306
Operating profit (loss)             (325)     99       (992)         (1,218)
Depreciation, depletion and
  amortization                       171       8         21             200
Identifiable assets                1,790     336     12,489          14,615
Additions to property, plant
  and equipment                      339       -      1,287           1,626

</TABLE>

Identifiable  assets  and  additions  to  property,  plant  and  equipment  for
corporate and other operations include amounts  related  to  discontinued  real
estate construction and development activities and the solid CO{2} business.

In June 1997, Statement of Financial Accounting Standards No. 131, "Disclosures
about  Segment  of  an  Enterprise  and Related Information," was issued by the
Financial Accounting Standards Board.   SFAS  No.  131 is effective for periods
beginning after December 15, 1997.  SFAS No. 131 requires  a  public company to
report  financial  and  descriptive  information about its reportable  segments
which  are  components  of  an  enterprise   about   which  separate  financial
information  is available that is evaluated regularly by  the  chief  operating
decision  maker  in  deciding  how  to  allocate  resources  and  in  assessing
performance.   The Company will adopt SFAS No. 131 in 1998 but has not, as yet,
determined its reportable segments under SFAS No. 131.

(17)  Fourth Quarter Adjustments
In the fourth quarter  of 1997, the Company recorded economic impairment losses
on  long-lived  assets and  unsecured  notes  and  other  investments  totaling
$285,000 and $238,000,  respectively.   The  net  effect  of the fourth quarter
adjustments was to decrease net earnings by $523,000.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

   Not applicable

                                   PART III

Item 10.  Directors and Executive Officers of the Registrant.

      The information regarding directors of the registrant  will  be contained
in  the  definitive  proxy statement which will be filed pursuant to Regulation
14A with the Commission  not  later  than  120 days after the end of the fiscal
year covered by this Form 10-K, and the information  to be contained therein is
incorporated herein by reference.

    The  information regarding executive officers of the  registrant  has  been
furnished  in  a  separate  item  captioned "Executive Officers and Significant
Employees of the Company" and included  as  Item 4a in Part I of this report at
pages 17 through 18.

Item 11.  Executive Compensation.

   The information regarding executive compensation  will  be  contained in the
definitive proxy statement which will be filed pursuant to Regulation  14A with
the Commission not later than 120 days after the end of the fiscal year covered
by  this Form 10-K, and the information to be contained therein is incorporated
herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

   The  information  regarding  security ownership of certain beneficial owners
and management will be contained  in  the definitive proxy statement which will
be filed pursuant to Regulation 14A with the Commission not later than 120 days
after the end of the fiscal year covered by this Form 10-K, and the information
to be contained therein is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions.

   The information regarding transactions  with  management  and others will be
contained  in  the definitive proxy statement which will be filed  pursuant  to
Regulation 14A with the Commission not later than 120 days after the end of the
fiscal year covered  by  this  Form  10-K,  and the information to be contained
therein is incorporated herein by reference.

                                    PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

      (a)  The following documents are filed as part of this report:

         1.  Financial Statements.  Reference is made to the Index to Financial
             Statements and Financial Statement Schedules appearing at Item 8
             on Page 28 of the report.

         2.  Financial Statement Schedules:

           a. Required financial statements  (including   independent auditors'
              report  thereon) of North American Brine Resources,  a  40%-owned
              investee  of  Beard,  are  incorporated  by  reference  from  the
              Company's 1996 Form 10-K/A.

           b. Schedule II --- Valuation and Qualifying Accounts

         3.  Exhibits.  The following exhibits are filed with this Form 10-K
             and are identified by the numbers indicated:

2   Plan of acquisition, reorganization, arrangement, liquidation or succession:

2(a) Agreement  and Plan of Reorganization by and among Registrant, Beard Oil
     Company ("Beard Oil") and New Beard, Inc., dated as of July 12, 1993 (see
     Addendum A to Part I, which is incorporated herein by reference; schedules
     to the Agreement have been omitted).  (This Exhibit has been previously
     filed as Exhibit 3(b), filed on  July 27, 1993 to Registrant's Registration
     Statement on Form S-4, File No. 33-66598, and same is incorporated by
     reference).

2(b) Agreement and Plan of Merger by and between The Beard Company and The New
     Beard Company, dated as of September 16, 1997. (This Exhibit has been
     previously filed as Exhibit B to Registrant's Proxy Statement filed on
     September 12, 1997, and same is incorporated by reference).

2(c) Certificate of Merger merging The Beard Company into The New Beard Company
     as filed with with the Secretary of State of Oklahoma on November 26, 1997.
     (This Exhibit has been previously filed as Exhibit 2.1 to Registrant's
     Form  8-K,  filed  on  December  8, 1997, and same is incorporated by
     reference).

2(d) Asset Purchase Agreement by and among Registrant, Toby B. Tindell, Cristie
     R. Tindell and Interstate Travel Facilities, Inc., dated as of February
     27, 1998. (This Exhibit has been previously filed as Exhibit 2, to
     Registrant's Form 8-K,  filed  on  March  16,  1998, and same is
     incorporated by reference).

3(i) Certificate of Incorporation of The New Beard Company as filed with the
     Secretary of State of Oklahoma on September 11, 1997. (This Exhibit has
     been previously  filed  as Exhibit C to Registrant's Proxy Statement filed
     on September 12, 1997, and same is incorporated by reference).

3(ii)Registrant's By-Laws as currently in effect.

4    Instruments defining the rights of security holders:

4(a) Agreement  of  Sale  and  Purchase by and between Beard Oil and Sensor Oil
     & Gas, Inc. ("Sensor"). (This Exhibit has been previously  filed as Adden-
     dum B to Amendment No. 1, filed on September 3, 1993 to Registrant's
     Registration Statement on  Form  S-4,  File  No.  33-66598,  and  same  is
     incorporated by reference).

4(b) Certificate of Designations, Powers, Preferences and Relative, Partici-
     pating, Option and Other Special Rights, and the Qualifications, Limita-
     tions or Restrictions Thereof of the Series A Convertible Voting Preferred
     Stock of the Registrant.  (This Exhibit has been previously filed as Ex-
     hibit 3(c) to Amendment No. 2, filed on September 17, 1993 to Registrant's
     Registration Statement on Form S-4, File No. 33-66598, and same is incorpo-
     rated by reference).

4(c) Settlement Agreement, with Certificate of Amendment attached thereto, by
     and among Registrant, Beard Oil, New York Life Insurance Company, New York
     Life Insurance and Annuity Company, John Hancock Mutual Life Insurance
     Company, Memorial Drive Trust and Sensor, dated as of April 13, 1995. (This
     Exhibit has been previously filed as Exhibit 4(g) to Registrant's Form 10-K
     for the period ended December 31, 1994 and same is incorporated by refer-
     ence).

4(d) Amended and Restated Loan Agreement by and among Registrant, Carbonic
     Reserves ("Carbonics") and Liberty Bank & Trust Company of Oklahoma City,
     N.A., dated as of October 31, 1996. (This Exhibit has been previously filed
     as Exhibit 4(l) to Registrant's Form 10-K for the period ended December 31,
     1996, filed on April 1, 1997, and same is incorporated by reference).

4(e) Letter Agreement for Construction Guidance Line of Credit between
     Registrant d/b/a The Oaks Venture and Liberty, dated effective March
     21, 1996. (This  Exhibit  has  been previously filed as Exhibit 4(t) to
     Registrant's Form 10-Q for the period ended March 31, 1996,  filed on
     May 3, 1996, and same is incorporated by reference).

4(f) Promissory Note from Registrant to the Trustees of the William M. Beard
     and Lu Beard 1988 Charitable Unitrust (the "Trustees") dated September
     20, 1995.  (This Exhibit has been previously filed as Exhibit 4(o) to
     Registrant's Form 10-K for the period ended December 31, 1995, filed on
     April 1, 1996, and same is incorporated by reference).

4(g) Extension and Renewal Promissory Note from Registrant to the Trustees
     dated March 31, 1996. (This Exhibit has been previously filed as Exhibit
     4(u) to Registrant's Form 10-Q for the period ended March 31, 1996,
     filed on May 3, 1996, and same is incorporated by reference).

4(h) Amended and Restated Renewal Promissory Note from Registrant to the
     Trustees dated October 11, 1996. (This Exhibit has been previously
     filed as Exhibit 4(q) to Registrant's Form 10-K for the period ended
     December 31, 1996, filed on April 1, 1997, and same is incorporated by
     reference).

4(i) Amended and Restated Renewal Promissory Note from Registrant to the
     Trustees dated February 17, 1997. (This Exhibit has been previously
     filed as Exhibit 4(r) to Registrant's Form 10-K for the period ended
     December 31, 1996, filed on April 1, 1997, and same is incorporated by
     reference).

4(j) Promissory Note from Registrant to the Trustee of the William M. Beard
     Irrevocable Trust "B" (the "B Trust") dated December 27, 1995. (This
     Exhibit has been previously filed as Exhibit 4(p) to Registrant's Form
     10-K for the period ended December 31, 1995, filed on April 1, 1996, and
     same is incorporated by reference).

4(k) Extension and Renewal Promissory Note from Registrant to the B Trust dated
     March 31, 1996. (This Exhibit has been previously filed as Exhibit 4(v)
     to Registrant's Form 10-Q for the period ended March 31, 1996, filed on
     May 3, 1996, and same is incorporated by reference).

4(l) Amended and Restated Renewal Promissory Note from Registrant to the B
     Trust dated February 17, 1997. (This Exhibit has been previously  filed
     as Exhibit 4(u) to Registrant's Form 10-K for the period ended December
     31, 1996, filed on April 1, 1997, and same is incorporated by reference).

4(m) Promissory Note from Registrant to the Trustee of the William M. Beard
     Irrevocable Trust "C" (the "C" Trust") dated  December  27, 1995.  (This
     Exhibit has been previously filed as Exhibit 4(q) to Registrant's Form
     10-K for the period ended December 31, 1995, filed on April 1, 1996, and
     same is incorporated by reference).

4(n) Extension and Renewal Promissory Note from Registrant to the C Trust dated
     March 31, 1996.  (This Exhibit has been previously filed as Exhibit 4(u)
     to Registrant's Form 10-K for the period ended December 31, 1996, filed
     on April 1, 1997, and same is incorporated by reference).

4(o) Amended and Restated Renewal Promissory Note from Registrant to the C
     Trust dated February 17, 1997. (This Exhibit has been previously  filed
     as Exhibit 4(x) to Registrant's Form 10-K for the period ended December
     31, 1996, filed on April 1, 1997, and same is incorporated by reference).

4(p) Promissory Note from Registrant to the Trustees dated March 7, 1997. (This
     Exhibit has been previously filed as Exhibit 4(y) to Registrant's Form
     10-Q for the period ended March 31, 1997, filed on May 14, 1997, and same
     is incorporated by reference).

10   Material contracts:

10(a) The Beard Company 1993 Stock Option Plan dated August 27, 1993.  (This
     Exhibit has previously been filed as Exhibit 10(f) to Amendment No. 1,
     filed on September 3, 1993 to Registrant's Registration Statement on
     Form S-4, File No. 33-66598, and same is incorporated by reference).*

10(b) The Beard Company 1994 Phantom Stock Units Plan adopted November 1, 1994.
     (This Exhibit has been previously filed as Exhibit 10(h) to Registrant's
     Form 10-K for the period ended December 31, 1994, filed on April 17,
     1995, and same is incorporated by reference).*

10(c) Stockholders' Agreement made as of January 27, 1993 by and among
     Registrant, Carbonics and Clifford Collen, Jr. ("Collen"). (This Exhibit
     has been previously filed as Exhibit 10(i) to Registrant's Form 10-K
     for the period ended December 31, 1994, filed on April 17, 1995, and same
     is incorporated by reference).*

10(d) Stock Purchase Agreement dated as of December 15, 1991 by and among
     Registrant (formerly known as Beard Investment Company), Carbonics and
     Collen.   (This  Exhibit has been previously filed as Exhibit 10.9 of
     Item 14(a) to Beard Oil's Form 8, Amendment No. 1, Form 10-K for the
     fiscal year ended December 31, 1991 and same is incorporated herein by
     reference).*

10(e) Conversion Agreement dated as of January 31, 1995 by and among Registrant,
     Carbonics and Collen. (This Exhibit has been previously  filed as Exhibit
     10(k) to Registrant's Form 10-K for the period ended December 31, 1994,
     filed on April 17, 1995, and same is incorporated herein by reference).*

10(f) Employment Agreement dated April 3, 1995 by and among Registrant,
     Carbonics, Collen and Beard Oil. (This Exhibit has been previously filed
     as Exhibit 10(l) to Registrant's Form 10-K for the period ended December
     31, 1994, filed on April 17, 1995, and same is incorporated herein by
     reference).*

10(g) The Beard Company Deferred Stock Compensation Plan. (This Exhibit has been
     previously filed as Exhibit 10(k) to Registrant's Form 10-K for the period
     ended December 31, 1995, filed on April 1, 1996, and same is incorporated
     by reference).*

10(h) Form of Change in Control Compensation Agreement dated as of January 24,
     1997, by and between Carbonics and three employees. (This Exhibit has been
     previously  filed  as  Exhibit  10(l) to Registrant's Form 10-Q for the
     period ended March 31, 1997, filed on May 14, 1997, and same is incorpo-
     rated by reference).*

10(i) Nonqualified Stock Option Agreement by and between Richard D. Neely and
     ISITOP, Inc. ("ISITOP"), dated April 1, 1997.*

10(j) Nonqualified Stock Option Agreement by and between Jerry S. Neely and
     ISITOP, dated April 1, 1997.*

10(k) Asset Purchase Agreement by and among Airgas Carbonic Reserves, Inc.
     ("Airgas"), and Registrant, Carbonics, and Collen. (This Exhibit has
     been previously filed as Exhibit A, filed on September 11, 1997 to
     Registrant's Proxy Statement dated September 12, 1997, and same is
     incorporated by reference).

10(l) Letter Agreement dated August 15, 1997 by and among Collen, Carbonics,
     Beard Oil and Registrant. (This Exhibit has been previously filed as
     Exhibit 10(m) to Registrant's Form 10-Q for the period ended September
     30, 1997, filed on November 13, 1997, and same is incorporated by refer-
     ence).*

10(m) Letter Agreement dated October 8, 1997 by and among Randy D. Thacker,
     Carbonics and Registrant. (This Exhibit has been previously filed as
     Exhibit 10(n) to Registrant's Form 10-Q for the period ended September
     30, 1997, filed on November 13, 1997, and same is incorporated by
     reference).*

10(n) Nonqualified  Stock Option Agreement by and between Toby Tindell and
     Interstate Travel Facilities, Inc., dated February 27, 1998.*

10(o) Subscription Agreement by and between Cibola Corporation ("Cibola") and
     Registrant, dated April 10, 1996.  (This Exhibit has been previously filed
     as Exhibit 10.1 to Registrant's Form 10-Q for the period ended June 30,
     1996, filed on August 14, 1996, and same is incorporated by reference).

10(p) Nonrecourse Secured Promissory Note from Registrant to Cibola, dated
     April 10, 1966. (This Exhibit has been previously filed as Exhibit 10.2
     to Registrant's  Form  10-Q for the period ended June 30, 1996, filed
     on August 14, 1996, and same is incorporated by reference).

10(q) Security Agreement by and among Registrant, Cibola and the Cibola
     shareholders, dated April 10, 1996. (This Exhibit has been  previously
     filed  as Exhibit 10.3 to Registrant's Form 10-Q for the period ended
     June 30, 1996, filed on August 14, 1996, and same is incorporated by
     reference).

10(r) Tax Sharing Agreement by and among Registrant, Cibola and the Cibola
     shareholders, dated April 10, 1996. (This Exhibit has been previously
     filed as Exhibit 10.4 to Registrant's Form 10-Q for the period ended
     June 30, 1996, filed on August 14, 1996, and same is incorporated by
     reference).

10(s) Compensation Agreement by and between Registrant and the Trustees dated
     April 17, 1997.

10(t) Indemnity Agreement by and between Registrant and the Trustees dated April
     17, 1997.

11   Statement re computation of per share earnings.

21   Subsidiaries of the Registrant.

23   Consent of KPMG Peat Marwick LLP

27   Financial Data Schedule
_____

*Compensatory plan or arrangement.

The Company will furnish to any shareholder a copy of any of the above exhibits
upon the payment of $.25 per page. Any request should be sent to The Beard
Company, Enterprise Plaza, Suite 320, 5600 North May Avenue, Oklahoma City,
Oklahoma 73112.

(b)  Two reports on Form 8-K were filed during the last quarter of the period
covered by this report.

     On October 28, 1997 the Company  reported  the  sale  by  the  Company
and the other shareholder of Carbonic Reserves ("Carbonics"), Registrant's
85%-owned dry ice subsidiary, of substantially all of  its  operating  assets
used in the dry ice business for a cash consideration of $19.375 million plus
the assumption by the purchaser of certain liabilities totaling approximately
$2.7 million. The sale was closed effective as of 12:01 a.m. on October 13,
1997.  Proceeds of the asset sale were used by Carbonics to repay intercom-
pany obligations and redeem its outstanding preferred stock, with the balance
paid as dividends to the Company to be used to commercially develop existing
assets.

     The first report was dated as of October 13, 1997, which was the date of
the earliest event reported, and filed on October 28, 1997.

     On November 26, 1997 the Company filed a Certificate of Merger with the
Oklahoma Secretary of State to effectuate the reincorporation of the Company.
The reincorporation was accomplished by merging The Beard Company with and
into The New Beard Company ("NBC"), a newly formed, wholly-owned  Oklahoma
subsidiary  of  The  Beard  Company  for the sole purpose of including certain
restrictions on the transfer of the Company's common and preferred stock in the
Certificate  of Incorporation of NBC to prevent the loss of certain net operat-
ing loss carryforwards. Immediately after the merger, NBC was renamed "The
Beard Company" and now conducts business as the successor company.

    The merger, pursuant to an Agreement and Plan of Merger, was approved by
the stockholders of the Company at a meeting held on October 10, 1997.  The
report on Form 8-K was dated and filed December 8, 1997, with the earliest
event reported on November 26, 1997.

<PAGE>

                                  SIGNATURES

      Pursuant  to  the  requirements  of Section 13 or 15(d) 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.

                                            THE BEARD COMPANY
                                              (Registrant)

DATE:  March 25, 1998                       By  HERB MEE, JR.
                                                Herb Mee, Jr., President

      Pursuant  to  the requirements of the Securities Exchange Act of 1934, as
amended, this report  has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated below.

SIGNATURE                               TITLE                       DATE

By W.M. BEARD                     Chief Executive Officer       March 25, 1998
   W.M. Beard

By HERB MEE, JR.                  President and Chief           March 25, 1998
   Herb Mee, Jr.                  Financial Officer

By JACK A. MARTINE                Controller and                March 25, 1998
   Jack A. Martine                Chief Accounting Officer

By W.M. BEARD                     Chairman of the Board         March 25, 1998
   W.M. Beard

By HERB MEE, JR.                  Director                      March 25, 1998
   Herb Mee, Jr.

By ALLAN R. HALLOCK               Director                      March 25, 1998
   Allan R. Hallock

By HARLON E. MARTIN, JR.          Director                      March 25, 1998
   Harlon E. Martin, Jr.

By FORD C. PRICE                  Director                      March 25, 1998
   Ford C. Price

By MICHAEL E. CARR                Director                      March 25, 1998
   Michael E. Carr

<TABLE>
                              EXHIBIT INDEX
<CAPTION>
Exhibit
No.              Description                       Method of filing
___              -----------                       -----------------
<S>  <C>                                      <C>
2    Plan of acquisition, reorganization,     Incorporated by reference
     arrangement, liquidation or succession:

2(a) Agreement  and Plan of Reorganization    Incorporated by reference
     by and among Registrant, Beard Oil
     Company ("Beard Oil") and New Beard,
     Inc., dated as of July 12, 1993.

2(b) Agreement  and Plan of Merger by and     Incorporated by reference
     between The Beard Company and The
     New Beard Company, dated as of
     September 16, 1997.

2(c) Certificate of Merger merging The Beard  Incorporated by reference
     Company into The New Beard Company
     as filed with with the Secretary of State
     of Oklahoma on November 26, 1997.

2(d) Asset  Purchase  Agreement  by  and      Incorporated by reference
     among  Registrant,  Toby  B.  Tindell,
     Cristie R. Tindell and Interstate  Travel
     Facilities,  Inc.,dated  as  of  February
     27, 1998.

3(i) Certificate of Incorporation of The New  Incorporated by reference
     Beard Company as filed with the
     Secretary of State of Oklahoma  on
     September  11,  1997.

3(ii) Registrant's By-Laws as currently in    Filed herewith electronically
      effect.

4    Instruments defining the rights of security
     holders:

4(a) Agreement  of  Sale  and  Purchase by    Incorporated by reference
     and between Beard Oil and Sensor Oil &
     Gas, Inc. ("Sensor").

4(b) Certificate  of  Designations,  Powers,  Incorporated by reference
     Preferences and Relative, Participating,
     Option and Other Special Rights, and the
     Qualifications, Limitations  or
     Restrictions  Thereof  of  the  Series  A
     Convertible  Voting Preferred Stock of
     the Registrant.

4(c) Settlement Agreement, with Certificate   Incorporated by reference
     of Amendment attached thereto, by and
     among Registrant, Beard Oil, New York
     Life Insurance Company, New York Life
     Insurance and Annuity Company, John
     Hancock Mutual Life Insurance Company,
     Memorial Drive Trust and Sensor,
     dated  as  of  April 13, 1995.

4(d) Amended  and Restated Loan Agreement     Incorporated by reference
     by and among Registrant, Carbonic
     Reserves ("Carbonics") and Liberty
     Bank & Trust Company of Oklahoma City,
     N.A., dated  as  of October 31, 1996.

4(e) Letter  Agreement  for  Construction     Incorporated by reference
     Guidance  Line  of  Credit between
     Registrant d/b/a The Oaks Venture and
     Liberty, dated effective March 21, 1996.

4(f) Promissory  Note  from  Registrant  to   Incorporated by reference
     the  Trustees  of  the  William M. Beard
     and Lu Beard 1988  Charitable Unitrust
     (the "Trustees") dated September 20,
     1995.

4(g) Extension  and Renewal Promissory Note   Incorporated by reference
     from Registrant to the Trustees dated
     March 31, 1996.

4(h) Amended  and  Restated  Renewal          Incorporated by reference
     Promissory Note from Registrant to the
     Trustees dated October 11, 1996.

4(i) Amended  and  Restated  Renewal          Incorporated by reference
     Promissory Note from Registrant to the
     Trustees dated February 17, 1997.

4(j) Promissory Note from Registrant to the   Incorporated by reference
     Trustee of the William M. Beard
     Irrevocable Trust "B" (the "B Trust")
     dated  December  27,  1995.

4(k) Extension  and  Renewal Promissory       Incorporated by reference
     Note from Registrant to the B Trust dated
     March 31, 1996.

4(l) Amended  and  Restated  Renewal          Incorporated by reference
     Promissory Note from Registrant to the B
     Trust dated February 17, 1997.

4(m) Promissory  Note from Registrant to the  Incorporated by reference
     Trustee of the William M. Beard
     Irrevocable Trust "C" (the  "C" Trust")
     dated  December  27, 1995.

4(n) Extension and Renewal Promissory Note    Incorporated by reference
     from Registrant to the C Trust dated
     March 31, 1996.

4(o) Amended  and  Restated  Renewal          Incorporated by reference
     Promissory Note from Registrant to the C
     Trust dated February 17, 1997.

4(p) Promissory  Note  from  Registrant  to   Incorporated by reference
     the  Trustees dated March 7, 1997.

10   Material contracts:

10(a) The Beard Company 1993 Stock Option     Incorporated by reference
      Plan dated August 27, 1993.

10(b) The Beard Company 1994 Phantom          Incorporated by reference
      Stock Units Plan adopted November 1,
      1994.

10(c) Stockholders' Agreement made as of      Incorporated by reference
      January  27, 1993 by and among
      Registrant, Carbonics and Clifford
      Collen, Jr. ("Collen").

10(d) Stock  Purchase Agreement dated as of   Incorporated by reference
      December 15, 1991 by and among
      Registrant (formerly known as  Beard
      Investment  Company),  Carbonics  and
      Collen.

10(e) Conversion  Agreement  dated as of      Incorporated by reference
      January 31, 1995 by and among
      Registrant, Carbonics and Collen.

10(f) Employment Agreement dated April 3,     Incorporated by reference
      1995 by and among Registrant,
      Carbonics, Collen and Beard Oil.

10(g) The  Beard  Company  Deferred  Stock    Incorporated by reference
      Compensation Plan.

10(h) Form  of  Change  in  Control           Incorporated by reference
      Compensation Agreement dated as of
      January 24, 1997, by and between
      Carbonics and three employees.

10(i) Nonqualified Stock Option Agreement     Filed herewith electronically
      by and between Richard D. Neely and
      ISITOP, Inc. ("ISITOP"),  dated April 1,
      1997.

10(j) Nonqualified Stock Option Agreement     Filed herewith electronically
      by  and  between Jerry S. Neely and
      ISITOP, dated April 1, 1997.

10(k) Asset  Purchase  Agreement by and       Incorporated by reference
      among Airgas Carbonic Reserves, Inc.
      ("Airgas"), and  Registrant, Carbonics,
      and Collen.

10(l) Letter  Agreement  dated August 15,     Incorporated by reference
      1997 by and among Collen, Carbonics,
      Beard Oil and Registrant.

10(m) Letter Agreement dated October 8,       Incorporated by reference
      1997 by and among Randy D. Thacker,
      Carbonics and Registrant.

10(n) Nonqualified Stock Option Agreement     Filed herewith electronically
      by and between Toby Tindell and
      Interstate Travel Facilities, Inc., dated
      February 27, 1998.

10(o) Subscription  Agreement  by  and        Incorporated by reference
      between Cibola Corporation ("Cibola")
      and Registrant, dated April 10, 1996.

10(p) Nonrecourse Secured Promissory Note     Incorporated by reference
      from Registrant to Cibola, dated April
      10, 1966.

10(q) Security Agreement by and among         Incorporated by reference
      Registrant, Cibola and the Cibola
      shareholders, dated April 10, 1996.

10(r) Tax Sharing Agreement by and among      Incorporated by reference
      Registrant, Cibola and the Cibola
      shareholders, dated April 10, 1996.

10(s) Compensation Agreement by and           Filed herewith electronically
      between Registrant and the Trustees
      dated April 17, 1997.

10(t) Indemnity Agreement by and between      Filed herewith electronically
      Registrant and the Trustees dated April
      17, 1997.

11   Statement re computation of per share    Filed herewith electronically
     earnings.

21   Subsidiaries of the Registrant.          Filed herewith electronically

23   Consent of KPMG Peat Marwick LLP         Filed herewith electronically

27   Financial Data Schedule                  Filed herewith electronically
</TABLE>