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, 1998
                                     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
 		 
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 March 31, 1999 
was $5,412,000.

     The number of shares outstanding of each of the 
registrant's classes of common stock as of March 31, 1999 was
Common Stock $.001 par value - 2,460,064

DOCUMENTS INCORPORATED BY REFERENCE:  None

<PAGE>

                            THE BEARD COMPANY
                                FORM 10-K

                For the Fiscal Year Ended December 31, 1998

                            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


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 7A. Quantitative and Qualitative Disclosures About Market Risk

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.  Prior to October, 1993, The Beard Company ("Beard" or 
the "Company"), then known as Beard Oil Company ("Beard Oil"), 
was primarily an oil and gas exploration company.  During the 
late 1960's we made the decision to diversify.  In 1968 we 
started a hazardous waste management company, USPCI, Inc. 
("USPCI"), which we partially spun off to shareholders in 
January 1984.  Following two public offerings and several 
acquisitions USPCI became so successful that it subsequently 
listed on the New York Stock Exchange in 1986 and was later 
acquired by Union Pacific Corporation in 1987-1988 for $396 
million ($111 million to Beard Oil stockholders for their 
residual 28% interest).

In 1974 Beard Oil founded Beard Investment Company (now The 
Beard Company) which was originally formed for the purpose of 
building new businesses outside of the oil and gas industry 
which Beard management believed to have either high growth 
potential or better-than-average profit potential.  This is now 
our principal business.  We have started or acquired a number 
of new businesses and invested in new business opportunities 
with the intent of growing profitable businesses and converting 
our investments into shareholder value, perhaps through sale, a 
spin-off or rights offering to shareholders, or public 
offerings.

Our goal has been to nurture each investment to the point where 
it could sustain its growth through internal cash flow while 
cultivating its own outside funding sources to supplement 
financing requirements as needed.  Under this scenario we 
formed in 1981 a joint venture for the extraction, production 
and sale of crude iodine, which we have continued to operate 
and manage to the present date.  In 1987 we formed a dry ice 
company which we successfully nurtured and ultimately sold in 
1997.  In 1990 we bought a distressed real estate development 
which we successfully operated for six years before selling it 
in 1997.  In 1990 we also acquired an alternative fuels 
research and development company which we sold in 1994 for a 
profit while retaining the Mulled Coal technology which it 
patented for commercial development.  In 1997 we invested in an 
environmental remediation company which we believe has 
considerable profit potential but which is still essentially a 
startup operation. 

In 1998 we formed a subsidiary to enter the interstate travel 
business and another to conduct operations in the People's 
Republic of China where we are pursuing both coal reclamation 
and environmental opportunities which we believe have 
significant profit potential.  The latter subsidiary will be 
the exclusive licensee in China for our patented Mulled Coal 
technology.  In addition, we have recently formed a Mexican 
subsidiary which commenced generating revenues in January 1999 
working as (i) a contractor to Petroleos Mexicanos ("PEMEX") 
and (ii) a subcontractor to contractors working for PEMEX 
testing natural gas wells which they are drilling in 
northeastern Mexico just south of the southernmost Texas 
border. 

Along the way we've had our share of unsuccessful investments, 
including numerous oil secondary recovery projects, two 
telecommunications projects, several investments in the 
drilling contracting business, others in the environmental 
business, plus our recent unsuccessful foray into the 
interstate travel business. 

As can be seen from the above, Beard should be viewed as a 
company whose principal business is starting and/or acquiring 
businesses, nurturing and growing them, weeding out the losers, 
and riding with the winners until such time as the market is 
willing to pay us more than the Company's management thinks 
they're worth. Our focus is on building long-term value for our 
shareholders.  

In recognition of our philosophy and our modus operandi, the 
Company believes that we should be viewed from the perspective 
of our earnings or losses net of gains or losses from the sale 
of assets rather than from  the normal perspective of earnings 
or losses from continuing operations.  In this context we've 
actually generated earnings in two of our last five years, with 
net earnings of $717,000 in 1994 and $9,014,000 in 1997, even 
though the 1997 earnings resulted from the sale of our 
discontinued dry ice operations.  Earnings for the last five 
years, net of losses, have totaled $5,156,000, or an average of 
$1,031,000 per year. 
 
 In 1998 the Company operated within the following operating 
segments: (1) the Coal Reclamation-U.S. ("CR-U.S.") Segment, 
consisting of the Company's management of six coal fines 
reclamation and briquetting facilities located in three states 
in the U.S. and services related to the Company's patented 
Mulled Coal Technology (the "M/C Technology"); (2) the Coal 
Reclamation-China ("CR-China") Segment, consisting of the 
Company's efforts to develop coal reclamation operations in 
China utilizing the M/C Technology; (3) the carbon dioxide 
("CO2") Segment, comprised of the production of CO2 gas; (4) 
the Well Testing ("WT") Segment, consisting of the Company's 
50%-ownership in a company (accounted for as an equity 
investment) involved in natural gas well testing operations in 
northeastern Mexico; (5) the environmental remediation ("ER") 
Segment, consisting of the remediation of creosote and 
polycyclic aromatic hydrocarbon ("PAH") contamination; and (6) 
the Brine Extraction/Iodine Manufacturing ("BE/IM") Segment, 
representing the Company's 40%-ownership investment in a joint 
venture for the extraction, production and sale of crude 
iodine.

1998 Treasury Stock Repurchase Program.  On September 23, 1998, 
the Company announced plans to repurchase up to 200,000 shares 
of its currently outstanding common stock.  The initial 
purchase of shares was made on September 30, 1998.  As of March 
31, 1999, the Company had repurchased a total of 116,675 shares 
under the program for $500,000.

Discontinued Operations.  Pursuant to a plan adopted by the 
Board of Directors in August 1998 the Company split its 
environmental/resource recovery segment into three segments.  
The CR-U.S. activities are conducted by Beard Technologies, 
Inc.; the CR-China activities are conducted by Beard Sino-
American Resources Co., Inc. and the ER activities are 
conducted by ISITOP, Inc.  As part of the plan, the Company 
discontinued the other environmental services operations (the 
"Other E/S Operations") which had been conducted principally by 
Whitetail Services, Inc., Horizontal Drilling Technologies, Inc.
and Incorporated Tank Systems.  Accordingly, the net operating 
results of the Other E/S Operations have been presented as 
discontinued operations in 1998 and for all periods presented 
in the consolidated statements of operations.  
  
In April 1999 the Company adopted a plan to dispose of its 
voting and operational control of Interstate Travel Facilities, 
Inc., whose activities had previously been conducted as the 
"ITF" Segment.  Accordingly, these operations are reflected as 
discontinued operations for calendar year 1998.  See "Recent 
Developments---Discontinuance of Interstate Travel Facilities 
Business". 

Net Operating Loss Carryforwards.   Beard has approximately $52 
million of unused net operating losses ("NOL's") available for 
carryforward. 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.  The Company's Certificate of 
Incorporation contains provisions to prevent the triggering of 
an "ownership change" as defined in Section 382 of the Code by 
restricting transfers of shares 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.

Unless the context otherwise requires, references to Beard and 
the Company herein include Beard and its consolidated subsidiaries, 
including Beard Oil.

Recent Developments

Termination of MCNIC Coal Fines Operating and Debt 
Agreements; Joint Venture Proposal.  In November 1998 the 
Company announced that MCN Energy Group Inc., the parent of 
MCNIC Pipeline & Processing Company ("MCNIC") had taken a 
special charge of $133,782,000 pre-tax to write-down its coal 
fines briquetting projects, and that the Company had agreed to 
modify the operating agreements pursuant to which Beard 
Technologies, Inc. ("BTI") was operating the plants located at 
six coal slurry impoundment sites for six limited liability 
companies (the "LLC's"), each of which is a subsidiary of 
MCNIC.  The LLC's subsequently terminated the operating 
agreements effective as of January 31, 1999.  On March 19, 
1999, BTI assigned all of its membership interest in Beard 
Mining, L.L.C. ("BMLLC") to MCNIC effective as of January 31, 
1999.  Since BMLLC is the owner of the beneficiation equipment 
located at the sites, the agreement effectively assigned all of 
Beard's ownership interest in such equipment to MCNIC in 
exchange for a full release of the more than $23,000,000 of 
remaining indebtedness related to such equipment and all 
liabilities and obligations related thereto.  See "Coal 
Reclamation Activities - U.S.---The MCN Projects."

BTI is currently negotiating with MCNIC concerning a 
proposal to form one or two limited liability companies to be 
owned by BTI and MCNIC which would pursue the development of 
one or two of the six MCN Projects.  In addition, if MCNIC is 
successful in selling the remaining projects to third parties, 
BTI intends to negotiate to continue as the operator for such 
projects.	 
	
Discontinuance of Interstate Travel Facilities Business. In 
February 1998, the Company, through an 80% owned subsidiary, 
Interstate Travel Facilities, Inc. ("ITF"), acquired four 
travel facilities and an undeveloped parcel of land.  The 
purchase price of the travel facilities consisted of cash of 
$812,000, the issuance of $544,000 of debt, valued at $407,000 
(discounted using a 10% interest rate), the assumption of three 
mortgage notes payable approximating $1,336,000, owed by the 
former owners of the travel facilities, and 20% of the 
Company's ownership in ITF, valued at $181,000.  See note 3 to 
the financial statements. 

In May 1998, ITF acquired the assets of a truck wash for a cash 
payment of $123,000 and a promissory note payable of $576,000.  
In September of 1998, ITF entered into a sublease agreement for 
the assets of two other truck washes.  The sublease expired on 
March 23, 1999, and ITF is currently leasing the facilities on 
a month-to-month basis.

On April 13, 1999, Beard entered into an agreement with ITF 
and its minority shareholders whereby (1) the original purchase 
price of the two properties purchased from the minority 
shareholders will be adjusted downward by canceling the 
$544,000 (balance of $414,000 at December 31, 1998) promissory 
note to the minority shareholders; (2) Beard will sell 22,321 
shares of its ITF common stock for $1,000 and will grant a 
noncancelable and irrevocable proxy to the minority 
shareholders for its remaining 30% common ownership in ITF, 
thereby surrendering its operating and voting control of ITF; 
and, (3) ITF and Beard will restructure ITF's current 
indebtedness to Beard whereby ITF will (a) obtain a release of 
and assign to Beard $327,000 of certificates of deposit 
currently securing certain ITF debt obligations, and (b) will 
deliver two promissory notes to Beard totaling $2,053,000 (note 
A with a principal balance of $1,514,000 ("Note A") and note B 
with a principal balance of $539,000 ("Note B")).  Note A will 
be secured by (a) a first mortgage on two of ITF's convenience 
store properties (the "C-stores"); and (b) a security interest 
in related equipment; and (c) the ITF shares being sold to ITF 
(the "Collateral").  All proceeds from the sale of the two C-
stores and Collateral will be applied first to Note A and then 
to Note B.  Note A will not bear interest until both the C-
stores are sold (the "Trigger Date") at which time the 
remaining principal, if any, will bear interest at 8% per 
annum.  ITF has agreed to use its best efforts to sell the two 
C-stores within one year.  Note B is unsecured and bears 
interest at 6% per annum until the Trigger Date at which time 
the interest rate increases to 8% per annum.  No payment, other 
than from the proceeds from the sale of the C-stores and the 
Collateral, is required on either note until the Trigger Date, 
at which time equal monthly interest and principal payments 
become due over a 36-to-60 month period, based upon the amount 
of the unpaid principal balances of the notes at the Trigger 
Date.

Included in the 1998 operating results is a $1,603,000 
estimated loss from the discontinuation of the ITF Segment.  
$1,256,000 of the loss represents the difference in the 
estimated fair value of Notes A and B and Beard's investment 
in and notes and accounts receivable from ITF at December 31, 
1998.  Additionally, a provision of $347,000 was recognized for 
the estimated operating losses incurred by ITF from January 1, 
1999 through March 31, 1999, the effective date of the 
transaction.


                           CONTINUING OPERATIONS

Coal Reclamation Activities - General. The Company's coal 
reclamation activities are conducted by two operating segments: 
(1) the Coal Reclamation-U.S. ("CR-U.S.") Segment, consisting 
of the Company's management of six coal fines reclamation and 
briquetting facilities located in three states in the U.S. and 
services related to the Company's patented M/C Technology; and 
(2) the Coal Reclamation-China ("CR-China") Segment, consisting 
of the Company's efforts to develop coal reclamation operations 
in China utilizing the M/C Technology.

Carbon Dioxide Operations.  The Company's carbon dioxide 
activities comprise the ("CO2") Segment, consisting of the 
production of CO2 gas which is conducted through Beard.  The 
Company owns non-operated working and overriding royalty 
interests in two producing CO2 gas units in Colorado and New 
Mexico. 

Environmental Remediation.  The Company's environmental 
remediation activities comprise the ("ER") Segment,  which is 
conducted by ISITOP, Inc., ("ISITOP").  ISITOP specializes in 
the remediation of creosote and polycyclic aromatic hydrocarbon 
("PAH") contamination, and has been attempting to develop a 
commercial market for the chemical process for which it is the 
sole U.S. licensee.

Well Testing.  The Company's well testing activities comprise 
the ("WT") Segment, which is conducted by a 50%-owned company 
(accounted for as an equity investment) involved in natural gas 
well testing operations in northeastern Mexico.

Brine Extraction/Iodine Manufacturing.  The Company's brine 
extraction/iodine manufacturing activities comprise the 
("BE/IM") Segment, which is conducted by a 40%-owned joint 
venture, North American Brine Resources ("NABR"), formed in 
1981 to engage in the extraction, production and sale of crude 
iodine.  The Beard Company serves as the manager of NABR which 
is not a consolidated entity and accordingly is accounted for 
as an equity investment.

(b)   Financial information about industry segments.

Financial information about industry segments is contained in 
the Statements of Operations and Note 15 of Notes to the 
Company's Financial Statements.  See Part II, Item 8---
Financial Statements and Supplementary Data.

(c)   Narrative description of operating segments.

The Company currently has six operating segments: CR-U.S., CR-
China, CO2, WT, ER and BE/IM.  All of such activities, with the 
exception of Beard's CO2 gas production activities, are 
conducted through subsidiaries.  Beard, through its corporate 
staff, performs management, financial, consultative, 
administrative and other services for its subsidiaries.


                         COAL RECLAMATION ACTIVITIES - U.S.

      General.  The Company's 1998 U.S. coal reclamation 
activities have consisted primarily of its management of six 
coal fines reclamation and briquetting facilities located in 
three states in the U.S.  The Company has also continued to 
pursue the commercial development of its patented M/C 
Technology.  Such efforts have been largely unsuccessful to 
date; however, the Company believes that its marketing efforts 
will be significantly more successful now that Section 29 has, 
for all practical purposes, expired.  (See "Impact of Section 
29" below). 

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 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, BTI.  Thereafter, as discussed below, BTI has 
attempted to pursue the commercial development of the M/C 
Technology.  See "Commercial Development Activities." 

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, China, Europe (enforceable in Germany, Great 
Britain, Italy and Spain), Poland and South Africa.  Patent 
applications are still pending in several 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 
funded most of the cost of demonstrating the feasibility of the 
M/C Technology at a near commercial scale.  EI served as the 
prime contractor with BTI providing technical and on-site 
management for the project (the "DOE Project").  The DOE 
Project, which was located at a large coal preparation plant 
near Birmingham, Alabama, that is owned and operated by a major 
coal producer, was completed 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.  During the past several 
decades, 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. 

Upon completion of the DOE Project, BTI considered the M/C 
Technology to be fully ready for commercialization.  During the 
ensuing 24 months efforts were made to make producers in the 
U.S. and other coal producing nations aware of the technology 
and its advantages.  BTI 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 also 
called on several utilities that burn large quantities of coal.  
Such efforts were largely unsuccessful.  Although a number of 
viable projects were developed, the parties involved were for 
the most part focusing on Section 29 projects (see below) which 
appeared to offer much greater profit potential.  As a result, 
development activity for conventional (non-subsidized) projects 
temporarily came to a virtual standstill.  Following the 
termination of the MCN Projects (see below), BTI has resumed 
the active pursuit of such projects.

Upon undertaking the MCN Projects (see below) in the second 
quarter of 1998, BTI's management staff was totally immersed in 
all of the details that were required in order to get the six 
projects placed in service by the June 30 deadline.  
Accordingly, for the remainder of the year, its efforts were 
focused almost entirely on improving the rates of production 
and the quality of coal produced from the respective plants and 
commercial development of the M/C Technology remained at a low 
level.  Following the termination of the contracts related to 
the MCN Projects, commercial marketing efforts have been 
accelerated, and BTI is once again seeking to enter into 
selected slurry impoundment recovery projects as an owner or 
operator with experienced coal producers, preparation plant 
operators or allied service companies.

Impact of Section 29.  During the last half of 1997 and the 
first half of 1998 there was a flurry of activity focused upon 
the development of fine coal waste impoundment recovery 
projects which qualified for Federal tax credits under Section 
29 of the Internal Revenue Code.  Such 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 recovered 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, which may amount to as much as $20 to $25 per ton of 
coal briquettes sold, the synthetic fuel must be produced (i) 
from a facility placed in service before July 1, 1998; (ii) 
pursuant to a binding contract entered into before January 1, 
1997; and (iii) before January 1, 2008.   

In certain cases where the Internal Revenue Service (the "IRS") 
has granted a favorable tax ruling concerning a facility, it 
has also ruled that a qualifying facility may be a mobile 
facility that can be moved from one coal fines source to 
another as fines are depleted at each successive site.  The 
rulings made by the IRS in connection with the six MCN Projects 
contain such a provision.

Beard believes that 20 or more Section 29 pond recovery 
projects were undertaken by various operators in an attempt to 
qualify by the June 30, 1998 deadline, including the six sites 
operated by BTI (see "The MCN Projects" below).  Beard also 
believes that the MCN Projects were further along in their 
development and rates of production than many of the other 
projects on the June 30, 1998 qualification date.

The MCN Projects.  On June 30, 1998, the Company, through a 
newly formed subsidiary, Beard Mining, L.L.C., acquired coal 
fines extraction and beneficiation equipment ("the Equipment") 
located at six coal slurry impoundment sites (the "MCN 
Projects") for a purchase price of $24,000,000.  The six sites 
are located in Bishop, Humphrey and Arkwright, West Virginia, 
Hamilton and Corbin, Kentucky, and Dickerson, Ohio. BMLLC 
financed the purchase with a $24,000,000 loan from MCNIC 
through a note maturing on July 1, 1999.  The note was secured 
solely by the Equipment and bore interest at a per annum rate 
of 8%.  BMLLC leased the Equipment to BTI, which operated and 
maintained the Equipment and six briquetting plants for six 
limited liability companies (the "LLC's"), each of which is a 
subsidiary of MCNIC.  The monthly lease payments equalled the 
monthly payments due under the promissory note and were 
reimbursed costs by the LLC's under BTI's operating agreements 
with the LLC's.  

Concurrently with BMLLC's acquisition of the Equipment, BTI 
entered into operating agreements with the LLC's to provide 
services for which it was compensated under a cost-plus 
arrangement, effective for compensation purposes only as of 
April 1, 1998, under which it  received a minimum profit of 
$100,000 per month so long as the contracts remained in effect.  
In November 1998 the Company announced that MCN Energy Group, 
Inc., the parent of MCNIC, had taken a special charge of  
$133,782,000 pre-tax to write-down the MCN Projects, and that 
the Company had agreed to modify the operating agreements with 
the LLC's.  The LLC's subsequently terminated the operating 
agreements effective as of January 31, 1999.  On March 19, 
1999, BTI assigned all of its membership interest in BMLLC to 
MCNIC effective as of January 31, 1999.  Since BMLLC is the 
owner of the beneficiation equipment located at the sites, the 
agreement effectively assigned all of Beard's ownership 
interest in such equipment to MCNIC in exchange for a full 
release of the more than $23,000,000 of remaining indebtedness 
related to such equipment and all liabilities and obligations 
related thereto. 

BTI is currently negotiating with MCNIC concerning a proposal 
to form one or two limited liability companies to be owned by 
BTI and MCNIC which would pursue the development of one or two 
of the six MCN Projects.  In addition, if MCNIC is successful 
in selling the remaining projects to third parties, BTI intends 
to negotiate to continue as the operator for such projects.  
BTI is continuing to provide security and limited supervision 
of the six sites while such effort is underway.  Meanwhile, BTI 
has been absorbing part of the cost thereof, so that it will be 
positioned to resume operations at the six sites once a final 
determination of the disposition of each has been made.

Principal Products and Services.  The principal products and 
services supplied by the Company's CR-U.S. Segment are (i) 
proprietary coal reclamation technology, (ii) the capability to 
undertake large reclamation projects and the cleanup of slurry 
pond recovery sites, (iii) consulting reclamation technology 
and (iv) technical services.

Material Amount of Assets Invested in the MCN Projects; 
Improvement in Company's Debt Ratios Resulting from Termination 
of MCNIC Contracts.  As discussed above, the Company had a 
material amount of its assets invested in the MCN Projects; as 
a matter of fact, 62 % of total assets were invested in such 
projects at December 31, 1998.  Following the termination of 
the operating agreements as of January 31, 1999, these assets 
and the debt associated therewith were assigned back to MCNIC, 
resulting in a healthy improvement in the Company's balance 
sheet and debt ratios.

Dependence of the Segment on a Single Customer.  The CR-U.S. 
Segment accounted for the following percentages of the 
Company's consolidated revenues from continuing operations for 
each of the last three years.  

                                                Percent of
                                               Consolidated
                                               Revenues from
                              Fiscal Year        Continuing
                                Ended            Operations
                              -----------        ----------
                              12/31/98              92.9%
                              12/31/97              00.2%
                              12/31/96               4.0%

It is important to note that revenues from the MCN Projects 
accounted for all of the CR-U.S. Segment's revenues from continuing 
operations in calendar year 1998.  Accordingly, the termination 
of the MCNIC operating agreements effective January 31, 1999 will 
have a material detrimental effect upon the Company's profitability 
at least during the first and second quarters of 1999.  It is not 
possible to determine the exact effect until it has been 
determined whether any or all of the six projects have been 
sold, and if so, who the operator of the project(s) will be 
going forward, and what the new operating contract(s) with such 
party(ies) may provide. 

Facilities.  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.

     Market Demand and Competition.  The coal reclamation 
industry is highly competitive, and the C/R Segment must 
compete against significantly larger companies, as well as a 
number of small independent concerns.  Competition is largely 
on the basis of technological expertise and customer service.

     Seasonality.  The coal reclamation business is somewhat 
seasonal due to the tendency for field activity to be reduced 
in cold and/or bad weather.

     Employees.  As of December 31, 1998, the CR-U.S. Segment 
employed 82 full time employees.  Fifty-six of such employees 
had been temporarily laid off at year end.

     Financial Information.  Financial information about the 
CR-U.S. Segment is set forth in the Financial Statements.  See 
Part II, Item 8---Financial Statements and Supplementary Data.


                  COAL RECLAMATION ACTIVITIES - CHINA

Beard Sino-American Resources Co., Inc.  In July of 1998 the 
Company opened an office in Beijing, People's Republic of 
China, and entered into a Memorandum of Understanding to 
establish a joint venture to utilize the M/C Technology in two 
coal preparation plants in China.  Beard Sino-American 
Resources Co., Inc. ("BSAR"), a wholly-owned subsidiary of 
Beard, will serve as the joint venture partner for all of the 
Company's activities in China. 

Qitaihe Lushon Joint Venture.  BSAR has practically concluded 
negotiations with Qitaihe Lushon Coal Group Corporation to form 
a cooperative joint venture.  The venture will try to reduce 
the moisture content of the fine coal filter cake presently 
produced at the Qitaihe Lushon facility using the M/C 
Technology.  The Chinese company would provide the equipment 
and existing technology and BSAR would provide the appropriate 
corollary equipment and the M/C Technology.  We expect the 
agreement will be executed by June 30, 1999; if so, the plant 
will be targeted for completion in October 1999.

Principal Products and Services.  The principal products and 
services supplied by the Company's CR-China Segment are (i) 
proprietary coal reclamation technology, (ii) the capability to 
undertake large reclamation projects and the cleanup of slurry 
pond recovery sites, (iii) consulting reclamation technology 
and (iv) technical services.

The CR-China Segment has generated no revenues to date and 
accordingly accounted for none of the Company's consolidated 
revenues from continuing operations during the last three 
years. 

Facilities.  BSAR is occupying a small office located in The 
China International Center for Economic & Technical Exchanges 
in Beijing, China.

Market Demand and Competition.  The coal reclamation 
industry is highly competitive, and the C/R Segment must 
compete against significantly larger companies, as well as a 
number of small independent concerns.  Competition is largely 
on the basis of technological expertise and customer service.

Employees  As of December 31, 1998, the CR-China Segment 
employed one full time employee.

Financial Information.  Financial information about the 
CR-China Segment is set forth in the Financial Statements.  See 
Part II, Item 8---Financial Statements and Supplementary Data.


                        CARBON DIOXIDE OPERATIONS

General.  The Company's carbon dioxide (CO2) gas operations are 
conducted by the parent company which owns working and 
overriding royalty interests in two CO2 gas producing units. 

Carbon Dioxide (CO2) Properties

McElmo Dome.  The McElmo Dome field in western Colorado is a 
240,000-acre unit from which CO2 gas is produced.  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.

Deliveries of CO2 gas are transported through a 502-mile 
pipeline to the Permian Basin oilfields in West Texas where 
such gas is utilized primarily for tertiary oil recovery.  
Shell CO2 Company Ltd. ("Shell Ltd.") is the operator.  There 
are 41 producing wells, 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 CO2 fields in the world.  The 
gas is approximately 97% CO2. 

In 1998, Beard sold 2,187,000 Mcf attributable to its working 
and overriding royalty interest at an average price of $.28 per 
Mcf.  In 1997 Beard sold 1,617,000 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.  Beard was overproduced by 
124,000 Mcf on the sale of its share of McElmo Dome gas at 
year-end 1998.

In July of 1996 Shell Ltd. advised the working interest owners 
that current demand for McElmo Dome CO2 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 mid-1997.  In order to meet 
such demand, Shell Ltd. commenced a $47 million development 
program in July of 1996 which was completed in 1998.  Beard 
expended a total of $256,000 for its share of the development 
costs through 1998.  1998 CO2 revenues increased to $616,000 in 
1998 from $503,000 in 1997 reflecting the successful 
development and the resultant higher rate of production.

Bravo Dome.  Beard also owns a 0.05863% working interest in the 
1,000,000-acre Bravo Dome CO2 gas unit in northeastern New 
Mexico.  At December 31, 1998, Beard was underproduced by 
210,000 Mcf on the sale of its share of Bravo Dome gas.  The 
Company sold no CO2 gas from Bravo Dome in 1998 or 1997 due to 
an over produced status in 1997 and most of 1998, and had 
$9,000 of sales in 1996.

Amoco Production Company operates a CO2 production plant in the 
middle of the Bravo Dome field.  The 265 producing wells are 
approximately 2,500 feet deep.  The gas is approximately 98% 
CO2.

Net CO2 Production.  The following table sets forth Beard's net 
CO2 production for each of the last three fiscal years:

                                             Net CO2
                        Fiscal Year         Production
                          Ended               (Mcf)
                        -----------         ----------
                         12/31/98           2,187,000
                         12/31/97           1,617,000
                         12/31/96           1,723,000

Average Sales Price and Production Cost.  The following table 
sets forth Beard's average sales price per unit of CO2 produced 
and the average lifting cost, lease operating expenses and 
production taxes, per unit of production for the last three 
fiscal years:

                            Average Sales              Average Lifting
     Fiscal Year            Price Per Mcf                Cost Per Mcf
       Ended                   of CO2                        of CO2
     -----------            --------------             ---------------
      12/31/98                $0.28                          $0.05
      12/31/97                $0.31                          $0.06
      12/31/96                $0.18                          $0.06

Dependence of the Segment on a Single Customer.  The CO2 
Segment accounted for the following percentages of the 
Company's consolidated revenues from continuing operations for 
each of the last three years.  The Company's CO2 revenues are 
received from two operators in the CO2 Segment who market the 
CO2 gas to numerous end users on behalf of the interest owners 
who elect to participate in such sales.

                                           Percent of
                                          Consolidated 
                                          Revenues from
               Fiscal Year                  Continuing
                 Ended                      Operations
               -----------                --------------
                12/31/98                       6.7%
                12/31/97                      87.5%
                12/31/96                      79.8%

Productive Wells and Acreage.  Beard's principal CO2 properties 
are held through its ownership of working interests in oil and 
gas leases which produce CO2 gas.  As of December 31, 1998, 
Beard held a working interest in a total of 306 gross (0.25 
net) CO2 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, 1998, the CO2 Segment had no employees.

Financial Information.  Financial information about the 
Company's CO2 gas operations is contained in the Company's 
Financial Statements.  See Part II, Item 8---Financial 
Statements and Supplementary Data.

                                WELL TESTING

Formation of Mexican Subsidiary.  In October 1998 the Company 
formed ITS-Testco, L.L.C., an Oklahoma limited liability 
company in which the Company has 50% ownership (the "LLC").  
The LLC owns 100% of a Mexican subsidiary, TESTCO INC. de 
MEXICO, S.A. de C.V. ("Testco de Mexico"), which was also 
formed in October 1998 to conduct well testing operations in 
northeastern Mexico.  Testco de Mexico works as both a 
contractor to PEMEX and as a subcontractor to contractors 
working for PEMEX testing natural gas wells which PEMEX is 
drilling just south of the southernmost Texas border.  The LLC 
owns most of the equipment which is being utilized by and 
leased to Testco de Mexico.   

Neither the LLC nor Testco de Mexico had any operations, other 
than startup costs, in 1998.  The LLC began leasing equipment 
to Testco de Mexico in January 1999 when Testco de Mexico 
commenced its actual well testing operations. 

Principal Products and Services.  The principal products and 
services supplied by the Company's WT Segment are the services, 
provided by the furnishing of (i) properly trained personnel, 
(ii) specially designed equipment and (iii) technological 
expertise, which it provides to customers who need such 
services to test high pressure natural gas wells.  
  
The WT Segment has generated no revenues to date and in 1998 
the Company recorded $35,000 of loss from its share of the 
LLC's operating loss. 

Facilities.  Testco de Mexico is occupying a small office, yard 
and warehouse which it leases in Reynosa, Tamaulipas, Mexico.  

Market Demand and Competition.  The well testing industry 
is highly competitive, and the WT Segment must compete against 
significantly larger companies, as well as a number of small 
independent concerns.  Competition is largely on the basis of 
technological expertise and customer service.

Employees.  As of December 31, 1998, the WT Segment had two full 
time employees.

Financial Information.  Financial information about the 
Company's well testing operations is contained in the Company's 
Financial Statements.  See Part II, Item 8---Financial 
Statements and Supplementary Data.

                         ENVIRONMENTAL REMEDIATION

General. 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.

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 (54GOTM 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 54GOTM Products was 
granted September 23, 1997.  This patent covers all 
applications utilizing 54GOTM Products, including ISITOP's 
applications.  A specific application for remediation was 
applied for in May 1998 and is pending. 

ISITOP is 80%-owned by Beard and 20%-owned by three members of 
ISITOP's management team, two of whom are also the principals 
of the company from which the license was obtained.  Pursuant 
to employment agreements and other related agreements these 
three 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 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 mixtures make up the preparations known as "creosote" and 
are related by their poly ring structure. 

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 
is believed to have over 700 wood preserving plants which are 
estimated to use or produce more than 495,000 tons of creosote 
and creosote byproducts per year.

Principal Products and Services.  ISITOP's bioslurry reactor 
system consists of three major steps.  The first step is to 
treat the contaminated material with a proprietary family of 
surfactants, called 54GOTM 901, which separate the large ring 
compounds and/or disperse significant amounts of the 
hydrocarbon components.  This separates the bond of molecules, 
allowing for microbial penetration and rendering the mixture 
ready for bioremediation.  The next step of the ISITOP process 
is to wash the mixture of contaminated material to further 
enhance the molecular separation process.  The final step is 
adding a solution from an on-site catalyst generator that 
enhances in place microbes, thus expediting the bioremediation 
process. 

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 and reduced PAH levels by 99.7%.

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 is currently in the process of negotiating with a major 
oil company to complete another field demonstration project 
using the bioslurry process to remediate oil field hydrocarbon 
materials.  It is anticipated that, if awarded, the project 
will be completed by mid-summer 1999.

ISITOP has also developed a process for cleaning 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.  These same procedures are also being 
utilized to clean rail cars used to transport liquid creosote 
from the manufacturing plants to wood preserving facilities.

A new marketing approach is now being implemented to clean both 
rail cars and storage tanks and thus introduce ISITOP to the 
wood preserving industry.  If the industry buys this approach, 
ISITOP believes that it will both enhance profitability and 
provide solutions to several operating problems for the 
industry.

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.

The ER 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
                 -----------            --------------
                 12/31/98                      0%
                 12/31/97                      2%
                 12/31/96                      0%

Facilities. ISITOP is furnished office space in Farmington, New 
Mexico as part of its arrangement with the company from which 
it obtained its license.

Market Demand and Competition.  The environmental remediation 
industry is highly competitive, and in such activities ISITOP 
must compete against major service 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 
and ISITOP.  

ISITOP provided its services to one customer in 1998, but such 
revenues totaled only $8,000.  Accordingly, the loss of such 
customer would not have a material adverse effect on the 
Company and its subsidiaries as a whole. 

Availability of Raw Materials.  Materials used in the ER 
Segment, as well as products purchased for resale, are 
available from a number of competitive manufacturers.

Seasonality.  The environmental remediation business is 
seasonal, as there is a tendency for field operations to be 
reduced in bad weather. 

Employees.  As of December 31, 1998, the ER Segment employed 
three full time employees.

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


                 BRINE EXTRACTION/IODINE MANUFACTURING

General.  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 formed in 
1981 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 furnishes the brine to NABR 
for iodine extraction at the Berkenbile Plant and receives a 
payment 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 a 
high 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 $20 per kilogram in 1998.  The price is 
expected to be in the $18 to $19 per kilogram range for the 
forseeable future.

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 the Japanese 
partners, and had been fully repaid with interest by the end of 
1998. 

Because the Company owns only 40% of NABR, it is not a 
consolidated entity and accordingly (i) the Company's 
investment in NABR is accounted for by the use of the equity 
method, and (ii) the BE/IM Segment accounted for none of the 
Company's consolidated revenues during the last three years. 

Impairment Provision.  At year-end 1998 NABR's management 
committee concluded that, due to a decrease in the projected 
future cash flows from the iodine reserves at the Woodward 
Plant and the resultant shortening in the useful life of the 
underlying plant assets, that an impairment in the amount of 
$1,461,000 against the carrying value of NABR's property, plant 
and equipment was necessary.  Due to prior impairments taken in 
1992 and 1994 by the Company of the carrying value of its 
investment in NABR, the Company's carrying value prior to the 
1998 impairment was $256,000 less than its 40% ownership in the 
underlying equity in NABR at December 31, 1998, and accordingly 
the Company recorded $360,000 of impairment against its 
investment in 1998.  See Note 1 of Notes to the Company's 
Financial Statements. 

Market Demand and Competition.  The iodine manufacturing 
industry is highly competitive, and in such activities NABR 
must compete against several other companies, some of which are 
larger and better financed companies. 

NABR sold its product to nine customers in 1998.  The loss of 
any one of such customers would not have a material adverse 
effect on Beard as a whole. 

Availability of Raw Materials.  Materials used in the BE/IM 
Segment, as well as products purchased for resale, are 
available from a number of competitive manufacturers.

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


                       OTHER CORPORATE ACTIVITIES

Other Assets.  Beard also has a number of other assets and 
investments which it is in the process of liquidating 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 other 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.

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 
$59,000.  In addition, Beard's subsidiaries lease space at a 
number of locations as required to serve their respective 
needs. 

Employees.  As of December 31, 1998, Beard employed 98 full 
time and four part time employees in all of its operations, 
including nine full time employees and four part time employees 
on the corporate staff.  Fifty-six of the full time employees 
had been temporarily laid off at year end by BTI.

(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.  
However, the Company is a plaintiff in a class action lawsuit 
where the Company's share of the claims, exclusive of interest 
and costs, exceeded 10% of consolidated current assets at year-
end 1998.  See "McElmo Dome Litigation" below.   

McElmo Dome Litigation.  On August 14, 1997, the Company joined 
with other small working interest owners and royalty owners in 
filing in U.S. District Court for the District of Colorado a 
class action suit against Shell Oil Company ("Shell"), Shell 
Western E & P, Inc. ("SWEPI"), Mobil Producing Texas and New 
Mexico, Inc. ("Mobil") and Cortez Pipeline Company, a 
partnership ("Cortez").  

Plaintiffs in the litigation are CO2 small share working 
interest owners, CO2 royalty owners, CO2 overriding royalty 
interest owners and taxing authorities all of whom have 
contract or statutory interests in the value of the CO2 
produced from the McElmo Dome Field (the "Field"---see "Carbon 
Dioxide Operations at pages 10-12).  Plaintiffs' complaint 
alleges damages against the defendants caused by defendants' 
wrongful determination of the value of CO2 produced from the 
Field and the corresponding wrongful underpayment to 
plaintiffs.  The complaint further alleges that Shell and Mobil 
are (1) the dominant producers of CO2 from the Field; (2) 
partners owning defendant Cortez; (3) users of CO2 produced 
from the Field in west Texas for the production of crude oil; 
and that SWEPI is for all practical purposes the alter ego of 
Shell and thus liable to the same extent as Shell.

Plaintiffs further allege that defendants have a conflict of 
interest because they are simultaneously producers and users of 
CO2 from the Field, and that they have controlled and depressed 
the price of CO2 from the Field by (i) reducing the delivered 
price of CO2 while (ii) simultaneously inflating the cost of 
transportation from the Field to West Texas.  Plaintiffs have 
alleged a total of 10 claims against the defendants, including 
violations of the provisions of the antitrust laws, and that 
during the period between 1984-1995 the plaintiffs have caused 
damages to the defendants of not less than $590.8 million after 
8% interest per annum but before trebling and damages as 
permitted by law.

During 1997 and 1998 the Company incurred legal expenses 
totaling $116,000 in connection with the suit.  Because many of 
the plaintiffs in the class have elected not to fund all or 
part of their share of the costs involved (the 
"Nonparticipants"), the Company has incurred more than its 
share of such costs for which it is entitled to recover a bonus 
amount of three or four to one before the Nonparticipants will 
back in for their share of any recovery.  During 1998 the 
Company's share of the recovery pool had increased from 7.57% 
to 17.54% as a result of nonfunding elections by the 
Nonparticipants during the year.  Plaintiffs' lawyers are 
handling the case on a contingency basis and will receive 50% 
of any settlement or judgment after deducting all expenses.

Although the Federal government was asked to join as the lead 
plaintiff in the law suit, they have to date elected not to do 
so.  Unless government representatives change their election, 
this means that our plaintiff group will have the right to 
share in any qui tam claims (that the defendants made false 
reports to the U.S. Government in connection with settling 
royalty) of the Federal government should the U.S. attorney 
later decide to intervene in the case.  It is believed that 
such claims may total more than $216 million before adjustment 
for applicable statute of limitations. 

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

No matters were submitted during the fourth quarter of the 
fiscal year covered by this report to a vote of security 
holders, through the solicitation of proxies or otherwise.

                                    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. 
                        1998        High        Low
                        ----        ----        ---
                 Fourth quarter  $   5-1/4   $   3-1/4
                 Third quarter     5-15/16       4-1/2
                 Second quarter    5-1/4         4-5/8
                 First quarter     5-3/8         4-5/8

                        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

(b)   Holders.

As of March 31, 1999, the Company had 439 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 coal reclamation 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 31 of 
this report.

                                  1998     1997     1996     1995     1994
                                  ----     ----     ----     ----     ----
                                   (in thousands, except per share data)
Statement of operations data:
 Operating revenues from
  continuing operations      $  9,246    $   575   $   377  $   419  $  1,040
 Interest income                  400        183        12       13        12
 Interest expense                (964)      (134)      (62)      (4)       (3)
 Earnings (loss) from
  continuing operations          (573)    (1,288)     (981)    (647)      467
 Earnings (loss) from
  discontinued operations      (3,284)(a) 10,302(b)    666(c)   244       250
 Net earnings (loss)           (3,857)     9,014      (315)    (403)      717   
 Net earnings (loss) 
  attributable to common 
  shareholders                 (3,857)     5,225      (315)    (454)      659
 Net earnings (loss) from 
  continuing operations per 
  share:
    (basic EPS)                 (0.23)     (0.46)    (0.35)   (0.24)     0.15
    (diluted EPS)               (0.23)     (0.46)    (0.35)   (0.24)     0.13
 Net earnings (loss) per share:
    (basic EPS)                 (1.52)      1.86     (0.11)   (0.17)     0.25
    (diluted EPS)               (1.52)      1.86     (0.11)   (0.17)     0.21

Balance sheet data:
 Working capital                4,994      9,924     1,745     1,989    2,427
 Total assets                  37,337     20,952    16,473    14,615   13,856
 Long-term debt (excluding
  current maturities)          25,780        519     2,911     1,454      982
 Redeemable preferred stock       889        889     1,200     1,200    1,200
 Total common shareholders'       
  equity                        8,387     12,433     8,656     8,788    9,066
____________

     (a) In August 1998 Beard adopted a plan to discontinue the Other E/S 
Operations.  In April 1999 Beard adopted a plan to discontinue its 
interstate travel facilities ("ITF") segment.  The results of operations 
and estimated losses to discontinue the Other E/S Operations and the ITF 
segment were reported as discontinued operations in 1998 and for all prior 
years.  (See note 3 of notes to financial statements).

     (b) 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 3 of notes to 
financial statements).      

     (c) 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 years.
(See note 3 of notes to financial statements).

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.  In 1998 the Company operated within the 
following operating segments: (1) the Coal Reclamation-U.S 
("CR-U.S.") Segment, consisting of the Company's management of 
six coal fines reclamation and briquetting facilities located 
in three states in the U.S. and marketing the Company's 
patented Mulled Coal Technology (the "M/C Technology"); (2) the 
Coal Reclamation-China ("CR-China") Segment, consisting of the 
Company's efforts to develop coal reclamation operations in 
China utilizing the M/C Technology; (3) the carbon dioxide 
("CO2") Segment, comprised of the production of CO2 gas; (4) 
the Well Testing ("WT") Segment, consisting of the Company's 
50%-ownership in a company involved in natural gas well testing 
operations in northeastern Mexico; (5) the environmental 
remediation ("ER") Segment, consisting of the remediation of 
creosote and polycyclic aromatic hydrocarbon ("PAH") 
contamination; and (6) the Brine Extraction/Iodine 
Manufacturing ("BE/IM") Segment, representing the Company's 
40%-ownership investment in a joint venture for the extraction, 
production and sale of crude iodine.

The Company's continuing operations reflect losses of $573,000, 
$1,288,000 and $981,000 in 1998, 1997 and 1996, 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 CO2), taking 
advantage of an extremely favorable offer which it had received 
for the business.  In August of 1998 Beard's Board of Directors 
approved a plan to restructure the Company's environmental/
resource recovery ("E/RR") Segment.  As a result, the coal 
reclamation activities conducted by Beard Technologies, Inc. 
and Beard Sino-American Resources Co., Inc. now comprise the 
CR-U.S. and CR-China Segments of the Company, respectively.
The environmental remediation activities conducted by ISITOP, 
Inc. now comprise the ER Segment.  As part of the restructure, 
the other environmental services operations (the "Other E/S 
Operations") conducted principally by Whitetail Services, Inc., 
Horizontal Drilling Technologies, Inc. and Incorporated Tank 
Systems were discontinued.  

On April 13, 1999, Beard entered into an agreement with ITF 
and its minority shareholders whereby (1) the original purchase 
price of the two properties purchased from the minority 
shareholders will be adjusted downward by canceling the 
$544,000 (balance of $414,000 at December 31, 1998) promissory 
note to the minority shareholders; (2) Beard will sell 22,321 
shares of its ITF common stock for $1,000 and will grant a 
noncancelable and irrevocable proxy to the minority 
shareholders for its remaining 30% common ownership in ITF, 
thereby surrendering its operating and voting control of ITF; 
and, (3) ITF and Beard will restructure ITF's current 
indebtedness to Beard whereby ITF will (a) obtain a release of 
and assign to Beard $327,000 of certificates of deposit 
currently securing certain ITF debt obligations, and (b) will 
deliver two promissory notes to Beard totaling $2,053,000 (note 
A with a principal balance of $1,514,000 ("Note A") and note B 
with a principal balance of $539,000 ("Note B")).  Note A will 
be secured by (a) a first mortgage on two of ITF's convenience 
store properties (the "C-stores"); and (b) a security interest 
in related equipment; and (c) the ITF shares being sold to ITF 
(the "Collateral").  All proceeds from the sale of the two C-
stores and Collateral will be applied first to Note A and then 
to Note B.  Note A will not bear interest until both the C-
stores are sold (the "Trigger Date") at which time the 
remaining principal, if any, will bear interest at 8% per 
annum.  ITF has agreed to use its best efforts to sell the two 
C-stores within one year.  Note B is unsecured and bears 
interest at 6% per annum until the Trigger Date at which time 
the interest rate increases to 8% per annum.  No payment, other 
than from the proceeds from the sale of the C-stores and the 
Collateral, is required on either note until the Trigger Date, 
at which time equal monthly interest and principal payments 
become due over a 36-to-60 month period, based upon the amount 
of the unpaid principal balances of the notes at the Trigger 
Date.

Included in the 1998 operating results is a $1,603,000 
estimated loss from the discontinuation of the ITF Segment.  
$1,256,000 of the loss represents the difference in the 
estimated fair value of Notes A and B and Beard's investment in 
and notes and accounts receivable from ITF at December 31, 
1998.  Additionally, a provision of $347,000 was recognized for 
the estimated operating losses incurred by ITF from January 1, 
1999 through March 31, 1999, the effective date of the 
transaction.

The Company is now focusing its primary attention on the two CR 
Segments which it believes have the greatest potential for 
growth and profitability.  The results from continuing 
operations exclude earnings (losses) of $(3,284,000), 
$10,302,000, and $666,000, respectively, in 1998, 1997 and 1996 
from discontinued operations.

The Company also has other operations, including various assets 
and investments that the Company has been liquidating as 
opportunities have materialized.

The results of operations for 1998 reflected improved operating 
margins of the CR-U.S. Segment which is now the Company's 
largest segment.  The Segment had a significant increase in 
revenues as a result of a contract to operate six coal projects 
in the eastern United States, which was partially offset by 
increased expenses due to increased staffing and increased 
expenditures for chemicals and supplies to operate the six 
facilities.  The CR-China Segment generated no revenues, but 
incurred $277,000 of selling, general and administrative 
expenses related to its startup activities.  The CO2 Segment 
showed a $198,000  improvement in operating margins in 1998 
compared to 1997 reflecting increased CO2 production.  The ER 
Segment reflected a $115,000  increase in operating losses as a 
result of increased staffing and SG&A expenses as it stepped up 
its marketing efforts.  1998 results were also negatively 
impacted by the Company's share of a $1,461,000 impairment 
provision against the carrying value of the long-lived assets 
in the joint venture which comprises the BE/IM Segment.  
Corporate activities at the parent company level reflected (i) 
increased staffing; (ii) higher health care and fringe benefit 
costs; and (iii) higher legal costs associated with the McElmo 
Dome litigation.

The results of operations for 1997 showed an increase in the 
operating loss of the CR-U.S. Segment reflecting an increase in 
its level of marketing activity.  The CO2 Segment showed an 
$84,000  improvement in operating margins in 1997 compared to 
1996 principally as the result of higher prices for CO2.  The 
ER Segment showed an increase in its operating loss of $109,000 
 reflecting the startup of its operations in 1997.  The primary 
reason for the increase in the operating losses 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 operating losses in 
the CR-U.S. Segment as the Company investigated ways to market 
the new technology.  The operating margins of the CO2 Segment 
posted an $85,000 increase in operating margins for 1996 
compared to 1995, reflecting the 53% increase in the level of 
CO2 production for the year.  The $40,000 increase in the 
operating losses of other corporate operations reflected the 
higher level of general and administrative expenses as the 
Company continued to pursue additional business opportunities. 

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 1998, 1997, and 1996 were 
$(854,000), $312,000, and $924,000, respectively, while capital 
additions from continuing operations were $24,175,000, 
$154,000, and $87,000 respectively, as indicated in the table 
below:

                              1998             1997          1996
                              ----             ----          ----
   Coal reclamation        $ 24,072,000     $       -     $     4,000 
   Carbon dioxide                41,000       147,000          68,000 
   Environmental remediation      6,000         3,000               -
   Other                         56,000         4,000          15,000
                           ------------------------------------------
            Total          $ 24,175,000     $ 154,000     $    87,000 
                           ==========================================

Capital additions in the discontinued solid CO2 segment were 
$934,000 and $1,910,000 for 1997 and 1996, respectively.  
Seller-provided financing and other debt obligations provided 
$86,000 of the funds for such capital investments in 1997.

Capital additions in the discontinued Other E/S Operations were 
$143,000, $515,000 and $1,134,000 for 1998, 1997 and 1996, 
respectively.  Seller-provided financing and other debt 
obligations provided $20,000 and $889,000 of the funds for 
such capital investments in 1997 and 1996, respectively.

Capital additions in the discontinued ITF segment were 
$3,891,000 in 1998.  Seller-provided financing and other debt 
obligations provided $2,319,000 of the funds for such capital 
investments. 

The Company's 1999 capital expenditure budget has tentatively 
been set at $3,265,000.  Presently anticipated capital 
expenditures include (i) $1,900,000 for the CR-U.S. Segment, 
(ii) $725,000 for the CR-China Segment, (iii) $100,000 for the 
ER Segment; (iv) $40,000 for Beard corporate; and $500,000 for 
the new WT Segment.  $2,625,000 of the estimated total is 
speculative since it is targeted for expenditure on three 
reclamation facilities on which negotiations are currently in 
progress.

Liquidity.  The sale of the Carbonic Reserves in October of 
1997 provided the Company with significant liquid resources.  
Future cash flows and availability of credit are subject to a 
number of variables, including demand for the Company's 
services as owner or operator of coal reclamation facilities, 
private and governmental demand for environmental remediation 
services, continuing demand for CO2 gas and for the services 
provided by the Company's new well testing operations, and the 
price which the BE/IM Segment receives for the iodine which it 
sells.  The Company anticipates that its current resources and 
availability of credit due to its financial position will 
enable it to meet its planned operating costs and capital 
spending requirements.  

Working capital for 1998 decreased $4,930,000 from 1997.  
Nonetheless, at December 31, 1998, the Company was in a strong 
working capital position with working capital of $4,994,000, 
including $5,190,000 of cash and cash equivalents, and a 
current ratio of 3.19 to 1. 

The decrease in the Company's working capital during 1998 
stemmed primarily from five activities. The Company: (1) 
infused $2,966,000 of cash into the discontinued ITF Segment; 
(2) used $277,000 to fund the startup of the CR-China Segment 
(3) advanced $353,000 to fund the startup of the new Mexican 
well testing operations; and (4) used $265,000 of cash to 
purchase treasury stock in the fourth quarter of 1998; and (5) 
continued funding operating losses in 1998.

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

                                         1998          1997          1996
                                         ----          ----          ----
Cash and cash equivalents           $  5,190,000  $ 13,955,000     $  375,000
Accounts receivable, net               1,386,000     2,654,000      2,405,000
Inventory                                383,000       227,000      2,003,000
Trade accounts payable                   677,000       533,000      1,395,000
Short-term debt                                -             -        639,000
Current maturities of long-term debt     119,000       136,000        910,000
Long-term debt(1)                     25,780,000       519,000      2,911,000
Working capital                        4,994,000     9,924,000      1,745,000
Current ratio                          3.19 to 1     2.42 to 1      1.49 to 1
Net cash provided by (used in) 
 operations before changes in current 
 assets and liabilities                 (696,000)     (487,000)       688,000
Net cash provided by (used in) 
 operations                             (854,000)       96,000        924,000
________________

     (1) On March 19, 1999, the Company terminated certain debt 
agreements that resulted in the removal of $23,200,000 of debt from 
the Company's balance sheet.

In 1998, the Company generated a negative cash flow of 
$8,765,000.  The repurchase and redemption of 62,318 shares of 
its preferred stock accounted for $4,005,000 of such amount.  
Acquisitions of property, plant and equipment primarily related 
to the Company's ITF Segment accounted for $1,792,000 of the 
cash outflow, while the acquisition of travel facilities 
accounted for $763,000, net interest expense accounted for 
$639,000, and other corporate activities resulted in cash 
outflows of $578,000 as the Company pursued additional business 
opportunities.  (See "Results of operations---Other activities" 
below).

The Company's investing activities used cash of $2,881,000 in 
1998.  This was due primarily to the acquisition of $1,476,000 
in assets by the discontinued ITF Segment during the year.  

The Company's financing activities utilized cash flows of 
$5,030,000 in 1998.  $4,005,000 of such amount were utilized to 
repurchase preferred stock, $837,000 (net of proceeds of 
$328,000) were used as payments on lines of credit and term 
notes, and $189,000 (net of $76,000 from proceeds of a stock 
option exercise) were used to purchase treasury stock.

At year-end 1998 the Company had $436,000 of credit available 
under the parent company's $650,000 bank line of credit.  The 
Company believes that available cash 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 pursue additional lines of credit during 
the remainder of 1999. 

Effect of Recent Developments on Liquidity.  The termination of 
the MCNIC coal fines debt agreements effective as of January 
31, 1999, resulted in the removal of $23,200,000 of debt and 
a corresponding amount of property, plant and equipment from 
the Company's balance sheet.  Because MCNIC has now taken over 
and relieved the Company of this debt (which was due to mature 
on July 1, 1999), it has been reflected as a long-term 
obligation on the December 31, 1998 balance sheet.  This had 
the effect of significantly improving the Company's balance 
sheet and working capital position since such debt had appeared 
as a current liability on the Company's balance sheet at 
September 30, 1998.  (See "Recent Developments---Termination of 
MCNIC Coal Fines Operating and Debt Agreements" and "Coal 
Reclamation Activities - U.S.---The MCN Projects" in Part I, 
Item 1).

On the negative side, it is important to note that revenues 
from the MCN Projects accounted for 93% of the Company's 
revenues from continuing operations in calendar year 1998.  
Accordingly, the termination of the MCNIC operating agreements 
effective January 31, 1999 will have a material detrimental 
effect upon the Company's profitability at least during the 
first and second quarters of 1999.  It is not possible to 
determine the exact effect until it has been determined whether 
any or all of the six projects are sold, and if so, who the 
operator of the project(s) will be going forward, and what the 
new operating contract(s) with such party(ies) may provide. 

The CR Segments are working on a number of new projects, in 
addition to the MCN Projects, all of which have the potential 
for good prospective return on investment.  Although the 
Company has the ability to finance one or two of such projects 
from available funds and its existing credit line, its ability 
to take on incremental projects will be limited by its success 
in arranging suitable financing or equipment leasing facilities 
for such projects.

The discontinuance of the ITF Segment will result in the 
removal of all but $47,000 of the remaining debt from the 
Company's balance sheet on March 31, 1999, as $2,645,000 of the 
debt is associated with ITF's assets, and the Company is not a 
guarantor of such indebtedness.  The Company's March 31, 1999 
balance sheet will reflect only $47,000 of debt, and it will 
have $575,000 of credit available under its existing bank line 
of credit  (See "Recent Developments---Discontinuance of 
Interstate Travel Facilities Business" in Part I, Item 1).

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 
(see note 4 to the financial statements).

Results of operations

General.  The period from 1996 to 1998 has been a time of 
transition for the Company.  Following the Restructure in 1993 
(see note 4 to the financial statements), the Company shifted 
its attention 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, sold its dry ice manufacturing and distribution 
business in October 1997, and restructured its E/RR Segment 
into three segments in 1998, shifting the principal focus to 
coal reclamation and discontinuing most of its environmental 
services activities.  The Company also made a brief and 
unsuccessful foray into the interstate travel business in 1998, 
which it discontinued in April 1999.  As a result, the 
corporate staff is now focusing most of its attention on the 
management of the two CR Segments which we believe hold the 
greatest opportunity for future growth and profits.  The CO2 
Segment's operating results have reflected healthy improvement 
due to successful development drilling at McElmo Dome and 
increases in market demand and production of CO2.  In addition, 
the Company continues to liquidate assets no longer in line 
with the Company's strategic objectives.  Operating profit 
(loss) for the last three years for the Company's remaining 
principal operating segments which the Company controls is set 
forth below:

                                 1998               1997              1996
                                 ----               ----              ----
Operating profit (loss):
  Coal reclamation         $   1,401,000     $    (282,000)     $    (140,000) 
  Carbon dioxide                 466,000           268,000            184,000
  Environmental remediation     (224,000)         (109,000)                 -
                           --------------------------------------------------
     Subtotal                  1,643,000          (123,000)            44,000
  Other - principally 
   corporate                  (1,456,000)       (1,188,000)        (1,032,000)
                           --------------------------------------------------
     Total                 $     187,000     $  (1,311,000)     $    (988,000)
                           ==================================================

Following is a discussion of results of operations for the three-year 
period ended December 31, 1998.  

Coal reclamation - U.S.  This segment was previously a part of 
the E/RR Segment.  As a result of the recent change of 
direction, the Company has focused its primary attention on 
coal reclamation.  In January 1999, Beard Technologies, Inc. 
("BTI") completed a 10-month contract as the operator of coal 
waste recovery projects (the "MCN Projects") located at six 
sites in three states in the eastern U.S.  Now that such 
contracts have been terminated (see "Coal Reclamation 
Activities-U.S.---The MCN Projects" in Part I, Item 1), BTI is 
again pursuing coal recovery projects where it will serve as 
either owner or operator and which may or may not utilize BTI's 
patented M/C Technology. 

The MCN Projects generated 100% of the revenues and operating 
profit of the CR-U.S. Segment in 1998.  Operating revenues in 
this segment were $8,585,000, $1,000 and $15,000 in 1998, 1997 
and 1996, respectively, with the sharp increase in 1998 
reflecting the impact of the MCN Projects.  In 1997 and 1996 
BTI had focused its efforts on marketing its M/C Technology, 
and its only revenues were derived from consulting services.  
Operating costs increased to $5,110,000 in 1998 from $120,000 
in 1997 and $103,000 in 1996, and SG&A expenses increased to 
$985,000 in 1998 from $154,000 in 1997 and $46,000 in 1996, as 
the segment incurred increased staffing and increased 
expenditures for chemicals and supplies to operate the plants 
at the several sites.  The segment produced an operating profit 
of $1,401,000 in 1998, a dramatic reversal from the operating 
losses of $282,000 and $140,000 produced in 1997 and 1996 when 
there were virtually no revenues to support the marketing 
effort that was underway. 

Coal reclamation - China.  In 1998 the Company activated Beard 
Sino-American Resources Co., Inc. ("BSAR") to pursue coal 
reclamation opportunities in China.  BSAR has the exclusive 
license to utilize BTI's patented M/C Technology in China and 
has the latitude to sublicense the technology to other parties.  
BSAR had no revenues in 1998, and recorded $277,000 of SG&A 
expenses in connection with its efforts to market the 
technology.  

Carbon dioxide.  The sole component of revenues for this 
segment is the sale of CO2 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 $616,000, $503,000 and $301,000 in 1998, 1997 and 
1996, respectively, with the increases reflecting the success 
of the developmental drilling program in the McElmo Dome field 
in Colorado from late 1996 through early 1998, coupled with 
higher pricing as a result of increased demand for CO2 from 
1996 to 1997. 

Results of operations for the CO2 Segment reflected an 
operating profit of $466,000 for 1998, $268,000 for 1997 and 
$184,000 for 1996.  CO2 net sales volumes were 2,187,000 Mcf, 
1,617,000 Mcf and 1,723,000 Mcf in 1998, 1997 and 1996, 
respectively.  The increase in operating profits in 1998 
compared to 1997 was primarily the result of a 570,000 Mcf 
increase in sales volumes for 1998 compared to 1997 resulting 
from the successful development program which was begun in 1996 
by the operator of the McElmo Dome field in Colorado.  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 increase in operating profits in 1997 
compared to 1996 was primarily the result of an increase from 
$0.18 per Mcf in 1996 to $0.31 in 1997 in the average prices 
received for the CO2.
 
Environmental remediation.  Another subsidiary, added in 1997, 
utilizes a chemical for which it is the sole U.S. licensee of a 
process for the remediation of creosote and PAH contamination.  
This is essentially a startup operation, and generated only 
$8,000 of revenues in 1998 and $13,000 in 1997.  The segment 
produced an operating loss of $224,000 in 1998 versus $109,000 
in 1997, reflecting a sharp increase in SG&A expenses due to a 
step up in the level of marketing effort during the current 
year.

Other corporate activities.  Other corporate activities include 
general and corporate operations, as well as assets unrelated 
to the Company's operating segments or held for investment.  
These activities generated operating losses of $1,456,000 in 
1998, $1,188,000 in 1997 and $1,032,000 in 1996.  A higher 
level of general and administrative expenses impacted the 
bottom line in 1996 as the Company continued its pursuit of 
additional business opportunities.  This trend continued in 
1997 and 1998 as general and administrative expenses increased 
from the prior year's level as management continued to explore 
other business opportunities.  In 1997, the parent company also 
incurred an impairment loss of $171,000 relating to 
underutilized land remaining from the 1993 Restructure (see 
note 4 to the financial statements).  

Although the Company owns 80% of the common stock of Cibola 
Corporation ("Cibola"), it does not have operating or financial 
control of this gas marketing subsidiary.  Cibola, formed in 
April of 1996, contributed $274,000, $185,000 and $99,000 of 
pre-tax net income to the Company for fiscal years 1998, 1997 
and 1996, respectively, pursuant to a tax sharing agreement.

Selling, general and administrative expenses.  Selling, general 
and administrative expenses ("SG&A") increased to $2.7 million 
in 1998 from $1.3 million in 1997 and $1.1 million in 1996.  
SG&A expense incurred by the CR-U.S. Segment during 1998, which 
represents 36% of SG&A costs, increased by $831,000 over 1997 
and by $108,000 in 1997 over the amounts for 1996.  The large 
increase in 1998 was due to increased staffing and operations 
to meet the demands of the contracts relating to the coal 
projects in the Appalachian region of the United States.  SG&A 
expense incurred by the CR-China Segment during 1998 increased 
to $277,000 from none in 1997.  Other corporate SG&A increased 
from $1,028,000 in 1996 to $1,167,000 in 1997 and to 
$1,430,000 in 1998 as the Company incurred expenses to pursue 
new investment opportunities in Mexico and other investment 
opportunities that failed to materialize.

Depreciation, depletion and amortization.  The Company's 
depreciation, depletion and amortization expenses increased 
1,452% in 1998 over 1997's expense and 24% in 1997 over 1996's 
expense.  These increases were a consequence of the higher 
depreciable base which resulted from the expansions and capital 
expenditures made within the CR and CO2 Segments.  The 
developmental drilling in the CO2 Segment accounted for most of 
the 1997 increase, and the MCN Projects accounted for the 1998 
increase. 

Other income or expenses, including impairment.  In 1998, 1997 
and 1996 the Company recognized $100,000, $328,000 and 
$180,000 for impairments to the carrying values of investments 
and other assets.  

Interest income.  The increase in interest income from $12,000 
in 1996 to $183,000 in 1997 to $400,000 in 1998 is a result of 
the investment in commercial paper purchased with the cash from 
the sale, in October 1997, of the assets of the discontinued 
solid CO2 segment.  See note 3 to the accompanying financial 
statements.

Interest expense.   Interest expense has increased from 
$62,000 in 1996 to $134,000 in 1997 and to $964,000 in 1998.  
Such increases reflect the higher level of debt incurred by 
corporate operations to meet working capital needs in 1997 and 
by the CR-U.S. Segment to fund the acquisition of equipment for 
the MCN Projects in 1998.

Gain on sale of assets.  In 1998, the gain on the sale of 
assets of $8,000 reflected proceeds from the sale of certain 
assets that are in the process of being liquidated, principally 
drilling rigs and related equipment.  These activities 
generated gains of $55,000 in 1997 and $178,000 in 1996.

Brine extraction/iodine manufacturing.  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.  The Company 
benefited in 1997 from the decision to reactivate the Woodward 
Plant as its share of NABR's operating income was $105,000.  
The Company's share of NABR's 1998 operating income amounted to 
$64,000 before recording a loss of $360,000 representing its 
share of the $1,461,000 impairment loss recorded by NABR on its 
long-lived assets (see note 1 to the financial statements). 

Income taxes.  The Company has approximately $57.9 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 1999, 
respectively.  At December 31, 1998 and 1997, 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 reflect state income and federal alternative minimum 
taxes of $100,000 and $40,000 for 1998 and 1997, respectively.  
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.  On April 13, 1999, Beard entered 
into an agreement with ITF and its minority shareholders 
whereby (1) the original purchase price of the two properties 
purchased from the minority shareholders will be adjusted 
downward by canceling the $544,000 (balance of $414,000 at 
December 31, 1998) promissory note to the minority 
shareholders; (2) Beard will sell 22,321 shares of its ITF 
common stock for $1,000 and will grant a noncancelable and 
irrevocable proxy to the minority shareholders for its 
remaining 30% common ownership in ITF, thereby surrendering its 
operating and voting control of ITF; and, (3) ITF and Beard 
will restructure ITF's current indebtedness to Beard whereby 
ITF will (a) obtain a release of and assign to Beard $327,000 
of certificates of deposit currently securing certain ITF debt 
obligations, and (b) will deliver two promissory notes to Beard 
totaling $2,053,000 (note A with a principal balance of 
$1,514,000 ("Note A") and note B with a principal balance of 
$539,000 ("Note B")).  Note A will be secured by (a) a first 
mortgage on two of ITF's convenience store properties (the "C-
stores"); and (b) a security interest in related equipment; and 
(c) the ITF shares being sold to ITF (the "Collateral").  All 
proceeds from the sale of the two C-stores and Collateral will 
be applied first to Note A and then to Note B.  Note A will not 
bear interest until both the C-stores are sold (the "Trigger 
Date") at which time the remaining principal, if any, will bear 
interest at 8% per annum.  ITF has agreed to use its best 
efforts to sell the two C-stores within one year.  Note B is 
unsecured and bears interest at 6% per annum until the Trigger 
Date at which time the interest rate increases to 8% per annum.  
No payment, other than from the proceeds from the sale of the 
C-stores and the Collateral, is required on either note until 
the Trigger Date, at which time equal monthly interest and 
principal payments become due over a 36-to-60 month period, 
based upon the amount of the unpaid principal balances of the 
notes at the Trigger Date.

Included in the 1998 operating results is a $1,603,000 
estimated loss from the discontinuation of the ITF Segment.  
$1,256,000 of the loss represents the difference in the 
estimated fair value of Notes A and B and Beard's investment in 
and notes and accounts receivable from ITF at December 31, 
1998.  Additionally, a provision of $347,000 was recognized for 
the estimated operating losses incurred by ITF from January 1, 
1999 through March 31, 1999, the effective date of the 
transaction.

In August of 1998 the Company's Board of Directors adopted a 
plan to restructure the E/RR Segment and to discontinue the 
Other E/S Operations.  Losses from the discontinued Other E/S 
Operations were $1,276,000, $951,000 and $684,000 in 1998, 1997 
and 1996, respectively.  Included in the accompanying 
statements of operations for the year ended December 31, 1998, 
is a $684,000 estimated loss expected from the discontinuation 
of the Other E/S Operations.  $594,000 of the net loss 
represents the difference in the estimated amounts to be 
received from disposing of the Other E/S Operations assets and 
the assets' recorded values as of June 30, 1998.  $534,000 of 
this loss was recorded in June 1998 and $60,000 of the loss was 
recorded in December 1998 upon the Company's review of the 
estimated realizable values of the remaining assets.  $455,000 
of the loss represents anticipated operating losses until 
disposal has been completed.  Offsetting the expected losses is 
a $365,000 gain from early extinguishment of an obligation to 
the former owner of HDT.  The gain represents the amount of the 
discounted obligation as of June 30, 1998.  At December 31, 
1998, the significant assets related to the Other E/S 
Operations consist primarily of equipment and accounts 
receivable with a recorded value of $905,000.  The significant 
liabilities related to the Other E/S Operations consist of 
trade accounts payable totaling $110,000.

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 CO2 
("solid CO2 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.  During the third quarter 
of 1998, the Company determined that it overestimated its state 
income tax liability thereby reducing the gain recognized in 
October 1997 from the Asset Sale by $168,000.  As of December 
31, 1998, the solid CO2 segment had no significant assets.  The 
significant liabilities of the solid CO2 segment consisted of 
accrued employee severance compensation of $155,000. Revenues 
applicable to the discontinued operations of Carbonic Reserves 
were $11,071,000 and $13,307,000 in 1997 and 1996, 
respectively.  The segment had no revenues for 1998.  Earnings 
from the discontinued solid CO2 segment were $121,000, 
$428,000, and $1,535,000 in 1998, 1997 and 1996, 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 a 
development adjacent to the Oak Tree Golf Club in Edmond, 
Oklahoma.  As of December 31, 1998, the Company had sold all of 
the real estate construction and development assets (the 
"Assets") with the exception of one speculative home which is 
under contract for sale with a closing set in April 1999.  
Revenues applicable to these operations were $1,083,000 in 
1996.  Earnings from the discontinued real estate construction 
and development segment were $5,000 in 1996.

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, and particular attention is 
called to the discussion under "Liquidity and Capital Resources 
---Effect of Recent Developments on Liquidity" contained in 
this Item 7.

Impact of Recently Issued Accounting Standards Not Yet Adopted

In June 1998, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards ("SFAS") No. 133, 
"Accounting for Derivative Instruments and Hedging Activities."  
SFAS No.133 establishes accounting and reporting standards for 
derivative instruments, including certain derivative 
instruments embedded in other contracts, and for hedging 
activities.  It requires an entity to recognize all derivatives 
as either assets or liabilities in the statement of financial 
position and measure those instruments at fair value.  If 
certain conditions are met, a derivative may be specifically 
designated as a hedge.  The accounting for changes in the fair 
value of a derivative (that is, gains and losses) depends on 
the intended use of the derivative and the resulting 
designation.  SFAS No. 133 is effective for all fiscal quarters 
of fiscal years beginning after June 15, 1999.  It is expected 
that the Company will adopt the provisions of SFAS No. 133 as 
of January 1, 2000 and such adoption is not expected to have a 
material impact on the Company's financial position or future 
results of operations.  

In April 1998, the American Institute of Certified Public 
Accountants issued Statement of Position ("SOP") 98-5, 
"Reporting on the Costs of Start-up Activities."  SOP 98-5 
establishes reporting standards for start-up and organization 
costs.  It broadly defines start-up activities and requires an 
entity to expense costs of start-up activities and organization 
costs as they are incurred.  SOP 98-5 is effective for 
financial statements issued for fiscal years beginning after 
December 15, 1998.  The Company will adopt the provisions of 
SOP 98-5 as of January 1, 1999.  The Company does not expect 
the adoption of the provisions of SOP 98-5 to have a material 
impact on the Company's financial position or future results of 
operations.

Impact of Year 2000 Issue

State of Readiness and Costs.  In August of 1998 the 
Company implemented a program to address its Year 2000 
readiness (the "Program").  The Program addresses the issue of 
computer programs and embedded computer chips being unable to 
distinguish between the year 1900 and the year 2000.  Computer 
programs that do not properly recognize the difference could 
fail or create erroneous results.  At this point the Company's 
assessment of its Year 2000 issues is not complete.  Based upon 
its analysis to date, management is well down the road to 
concluding that the Company's inhouse computer systems will be 
Year 2000 compliant by December 31, 1999 and that our major 
exposure is related to future costs that may arise as a result 
of business disruptions caused by vendors, suppliers, banks, 
insurance providers and customers, or the possible loss of 
electric power or phone and fax service (the "External 
Parties").  Based upon its analysis to date, management's 
current estimate is that the total cost of the Program should 
not exceed $35,000.

The Program consists of:  (i) inventorying Year 2000 
items; (ii) assigning priorities to identified items; (iii) 
assessing the Year 2000 compliance of items determined to be 
material to the Company; (iv) repairing or replacing material 
items that are determined not to be Year 2000 compliant; (v) 
testing material items; and (vi) designing and implementing 
contingency and business continuation plans for the Company and 
each of its operating entities.

At March 31, 1999, the inventory and priority assessment 
phases of the Program were underway, but had not yet been 
completed at either the parent or subsidiary company level.  At 
the parent company level, the Company has only a PC network and 
uses only third-party-developed programs.  The Company 
concluded that, at this level, its only problem area in terms 
of hardware resided in its file server and in two computer 
stations, all of which were replaced due to their age at a 
total cost of $10,000.  The Company is examining its software 
currently and anticipates replacing the software not in 
compliance at a cost not to exceed $7,000.  The Company 
believes that, at this level, its hardware and systems software 
are expected to be compliant.  Prior to May 31, 1999, we hope 
to obtain from our software vendors assurances that all of the 
systems software supplied by them is Year 2000 compliant, or 
else have a clear picture of the upgrade path necessary to 
bring that software into compliance.  We presently anticipate 
concluding systems software updates and compliance testing 
during our third quarter.

At the subsidiary level, we do know that all of these 
entities, insofar as their basic accounting and financial 
systems are concerned, use only basic PC's and utilize only 
purchased systems software, and no hardware or major software 
problems are anticipated with regard to such items.  Neither 
our two principal operating subsidiaries nor our two principal 
investee companies have any equipment we are aware of with 
embedded processors or memory chips that would create a problem.  

We are now in the process of obtaining Year 2000 assessment 
questionnaires from all of the External Parties whose services 
we rely upon, both at the parent and subsidiary company levels.

The Company believes that at the present time its Program 
is approximately 75% complete.  The Company believes that by 
May 31, 1999, it will have identified any major deficiencies or 
exposures not previously identified, and that by September 30, 
1999, it will have finalized the contingency and business 
continuation plans for the Company and all of its subsidiary 
entities. 

Risks.   The failure to correct a material Year 2000 
problem could result in an interruption in, or a failure of, 
certain normal business activities or operations.  Such 
failures could adversely affect the Company's results of 
operations, liquidity and financial condition.  Due to the 
general uncertainty inherent in the Year 2000 problem, 
resulting in part from the uncertainty of the Year 2000 
readiness of third-party suppliers, vendors and customers, the 
Company is unable to determine at this time whether the 
consequences of Year 2000 failures will have a material impact 
on the Company's results of operations, liquidity and financial 
condition.  The Program is expected to significantly reduce the 
Company's level of uncertainty about the Year 2000 problem and, 
in particular, about the Year 2000 compliance and readiness of 
its material External Parties.  The Company believes that, upon 
completion of the Program, the possibility of interruptions of 
material consequence to normal operations will have been 
significantly reduced.

Readers are cautioned that forward-looking statements 
contained in the "Impact of Year 2000 Issue" should be read in 
conjunction with the Company's disclosures under the heading: 
"FORWARD LOOKING STATEMENTS" found at the lead-in to Part I at 
page 3 of this Form 10-K. 

Contingencies.   As indicated above, the Company has begun, 
but not yet implemented, a comprehensive analysis of the 
operational problems and costs (including loss of revenues) 
that would be reasonably likely to result from the failure by 
the Company and the External Parties to complete efforts to 
achieve Year 2000 compliance on a timely basis.  A contingency 
plan has not been developed for dealing with the most 
reasonably likely worst case scenario, and such scenario has 
not yet been clearly identified.  The Company plans to complete 
such analysis and contingency planning by September 30, 1999.  

Item 7A.  Quantiative and Qualitative Disclosures About Market Risk

At December 31, 1998, the Company had long-term debt of $25,899,000 of 
of which $23,717,000 was fixed-rate debt.  The remaining debt of $2,182,000
bears interest at a rate which is adjusted annually to equal the national
prime rate.

The termination of the MCNIC coal fines debt agreements effective January
31, 1999, will result in the elimination of $23,200,000 of the above fixed-
rate debt.  The discontinuance of the ITF Segment will result in the 
elimination of $2,652,000 of the Company's debt including all the Company's
variable-rate debt.  The remaining Company debt of $47,000 has fixed interest
rates and the interest expense and operating results would not be affected
by an increase in market interest rates.

The Company has no other market risk sensitive instruments.

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, 1998 and 1997

  Statements of Operations, Years ended December 31, 1998, 1997 and 1996

  Statements of Shareholders' Equity, Years ended December 31, 1998, 1997
  and 1996

  Statements of Cash Flows, Years ended December 31, 1998, 1997 and 1996

  Notes to Financial Statements, December 31, 1998, 1997 and 1996

<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, 
1998 and 1997, and the results of their operations and their 
cash flows for each of the years in the three-year period ended 
December 31, 1998, in conformity with generally accepted 
accounting principles. 

                               		           KPMG LLP

Oklahoma City, Oklahoma
April 13, 1999

<PAGE>

                     THE BEARD COMPANY AND SUBSIDIARIES
                               Balance Sheets

                                             December 31,        December 31,
                Assets                          1998                 1997
                ------                       ------------        ------------
Current assets:
  Cash and cash equivalents                 $  5,190,000         $ 13,955,000 
  Accounts receivable, less 
   allowance for doubtful 
   receivables of $69,000 in 
   1998 and $75,000 in 1997                    1,386,000            1,654,000 
  Other receivables (note 3)                           -            1,000,000 
  Inventory                                      383,000              227,000 
  Prepaid expenses and other  assets             259,000               95,000 
  Current portion of notes receivable
   (note 5)                                       57,000                    -
                                            ------------         ------------
      Total current assets                     7,275,000           16,931,000 
Notes receivable (note 5)                        354,000                    -
Investments and other assets                   1,887,000            1,580,000 
Property, plant and equipment, 
 at cost (note 6)                             32,921,000            6,247,000 
    Less accumulated depreciation, 
     depletion and amortization                5,139,000            4,300,000 
                                            ------------         ------------
      Net property, plant and equipment       27,782,000            1,947,000 
Intangible assets, at cost (note 7)              167,000              637,000 
    Less accumulated amortization                128,000              143,000
                                            ------------         ------------
      Net intangible assets                       39,000              494,000
                                            ------------         ------------
                                            $ 37,337,000         $ 20,952,000
                                            ============         ============
 
        Liabilities and Shareholders' Equity 
        ------------------------------------
Current liabilities:
  Trade accounts payable                    $    677,000         $    533,000
  Accrued expenses (note 3)                    1,385,000              892,000
  Income taxes payable (note 11)                 100,000              541,000 
  Redeemable preferred stock purchase and
   redemption obligation (note 4)                      -            4,005,000 
  Other obligations (note 3)                           -              900,000
Current maturities of long-term debt (note 8)    119,000              136,000
                                            ------------         ------------
      Total current liabilities                2,281,000            7,007,000
                                            ------------         ------------
Long-term debt less current maturities 
 (note 8)                                     25,780,000              519,000
Minority interest in consolidated 
 subsidiaries                                          -              104,000 
Redeemable preferred stock of $100 stated 
 value; 5,000,000 shares authorized; 
 27,838 shares issued outstanding
  in 1998 and 1997                               889,000              889,000 
Common shareholders' equity:
  Common stock of $.001 par value 
   per share; 10,000,000 shares 
   authorized; 2,832,129 shares 
   issued and outstanding in 1998 
   and 1997                                        3,000                3,000
  Capital in excess of par value              37,747,000           37,911,000 
  Accumulated deficit                        (27,819,000)         (23,962,000)
  Treasury stock, 310,890 and 303,890 
   shares, at cost in 1998 and 1997, 
   respectively (note 1)                      (1,544,000)          (1,519,000)
                                            ------------         ------------
      Total common shareholders' equity        8,387,000           12,433,000 
                                            ------------         ------------
Commitments and contingencies 
  (notes 4, 10, and 14)                     $ 37,337,000         $ 20,952,000
                                            ============         ============

See accompanying notes to financial statements.

<PAGE>

                  THE BEARD COMPANY AND SUBSIDIARIES
                       Statements of Operations

                                                  Year Ended December 31,
                                                  -----------------------
                                            1998           1997         1996 
                                            ----           ----         ----
Revenues: 
  Coal reclamation                      $  8,585,000  $     1,000  $     15,000
  Carbon dioxide                             616,000      503,000       301,000 
  Environmental remediation                    8,000       13,000             -
  Other                                       37,000       58,000        61,000 
                                        ------------  -----------  ------------
                                           9,246,000      575,000       377,000 

Expenses:
  Coal reclamation (exclusive of 
   depreciation, depletion and 
   amortization shown separately below)    5,110,000      120,000       103,000
  Carbon dioxide (exclusive of depreciation, 
   depletion and amortization shown 
   separately below)                         119,000      103,000        97,000 
  Environmental remediation (exclusive of
   depreciation, depletion and 
   amortization shown separately below)      185,000       96,000             -
  Selling, general and administrative      2,731,000    1,297,000     1,073,000
  Depreciation, depletion and amortization   869,000       56,000        45,000
  Impairment of long-lived assets (notes 1 
   and 16)                                         -      171,000             -
  Other                                       45,000       43,000        47,000
                                        ------------  -----------  ------------
                                           9,059,000    1,886,000     1,365,000
Operating profit (loss):
  Coal reclamation                         1,401,000     (282,000)     (140,000)
  Carbon dioxide                             466,000      268,000       184,000
  Environmental remediation                 (224,000)    (109,000)            -
  Other, principally corporate            (1,456,000)  (1,188,000)   (1,032,000)
                                        ------------  -----------  ------------
                                             187,000   (1,311,000)     (988,000)
Other income (expense):
  Interest income                            400,000      183,000        12,000
  Interest expense                          (964,000)    (134,000)      (62,000)
  Equity in net earnings (loss) of 
   unconsolidated affiliates                 (71,000)     274,000        56,000
  Gain on sale of assets                       8,000       55,000       178,000
  Impairment of investments and other 
   assets (notes 1 and 16)                  (100,000)    (328,000)     (180,000)
  Other                                       67,000       13,000         3,000
                                        ------------  -----------  ------------
Loss from continuing operations 
 before income taxes                        (473,000)  (1,248,000)     (981,000)
Income taxes from continuing operations
 (note 11)                                  (100,000)     (40,000)            -
                                        ------------  -----------  ------------
Loss from continuing operations             (573,000)  (1,288,000)     (981,000)

Discontinued operations (note 3):
  Earnings (loss) from discontinued 
   operations (less applicable income 
   taxes of $33,000 in 1997)              (1,165,000)    (712,000)      846,000
  Loss from discontinuing real estate 
   construction and development activities         -            -      (180,000)
  Loss from discontinuing other 
   environmental services activities        (684,000)           -             -
  Loss from discontinuing interstate 
   travel facilities activities           (1,603,000)           -             -
  Gain on sale of dry ice manufacturing 
   and distribution business (less 
   applicable income taxes of $522,000 
   in 1997)                                  168,000   11,014,000             -
                                        ------------  -----------  ------------
  Earnings (loss) from discontinued 
   operations                             (3,284,000)  10,302,000       666,000
                                        ------------  -----------  ------------
Net earnings (loss)                     $ (3,857,000) $ 9,014,000  $   (315,000)
                                        ============  ===========  ============
Net earnings (loss) attributable to 
 common shareholders (note 4)           $ (3,857,000) $ 5,225,000  $   (315,000)
                                        ============  ===========  ============
Net earnings (loss) per 
 average common share outstanding:
  Basic and diluted:
    Loss from continuing operations     $      (0.23) $     (0.46) $      (0.35)
    Earnings (loss) from discontinued 
     operations                                (1.29)        2.32          0.24
                                        ------------  -----------  ------------
Net earnings (loss)                     $      (1.52) $      1.86  $      (0.11)
                                        ============  ===========  ============
Weighted average common shares 
 outstanding - basic and diluted           2,542,000    2,808,000     2,756,000
                                        ============  ===========  ============

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,  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 (note 1)         -            -             -     (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
 Net loss, year ended 
  December 31, 1998                -            -    (3,857,000)             -    (3,857,000)
 Sale of 37,500 shares 
  of treasury stock                -     (112,000)            -        188,000        76,000
 Issuance of 11,000 shares 
  of treasury stock for 
  stock option exercises           -      (52,000)            -         52,000             -
 Purchase of 55,500 shares 
  of common stock (note 1)         -            -             -       (265,000)     (265,000)
                             -------  -----------  ------------   ------------   -----------
Balance, December 31, 1998   $ 3,000  $37,747,000  $(27,819,000)   $(1,544,000)  $ 8,387,000
                             =======  ===========  ============   ============   ===========
</TABLE>

See accompanying notes to financial statements.

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

                                               Year Ended December 31,
                                               -----------------------
                                         1998          1997            1996
                                         ----          ----            ----
Operating activities:
  Cash received from customers      $ 15,615,000   $ 17,189,000   $ 17,763,000
  Cash paid to suppliers and 
   employees                         (15,472,000)   (16,520,000)   (17,045,000)
  Cash received from settlement of 
   take-or-pay contract                        -              -        539,000
  Interest received                      512,000         83,000         15,000
  Interest paid                       (1,151,000)      (386,000)      (348,000)
  Taxes paid                            (358,000)       (54,000)             -
                                    ------------   ------------   ------------
    Net cash provided by (used in) 
     operating activities               (854,000)       312,000        924,000 
                                    ------------   ------------   ------------

Investing activities:
  Acquisition of property, plant and 
   equipment                          (1,792,000)    (1,517,000)    (1,765,000)
  Proceeds from sale of business       1,000,000     18,425,000              -
  Proceeds from sale of assets           275,000        352,000        434,000
  Purchase of minority interest         (900,000)             -              -
  Acquisition of travel facilities, 
   net of cash acquired of $49,000      (886,000)             -              -
  Purchase of certificates of deposit   (327,000)             -              -
  Other investments                     (251,000)       106,000        128,000
                                    ------------   ------------   ------------
    Net cash provided by (used in) 
     investing activities             (2,881,000)    17,366,000     (1,203,000)
                                    ------------   ------------   ------------

Financing activities:
  Proceeds from line of credit and 
   term notes                            328,000      1,764,000      3,728,000
  Payments on line of credit and 
   term notes                         (1,165,000)    (4,302,000)    (3,331,000)
  Purchase of treasury stock            (265,000)    (1,519,000)             -
  Preferred stock repurchase          (4,005,000)             -              -
  Proceeds from issuance of 
   common stock                           76,000         71,000         45,000
  Other                                    1,000       (112,000)        (8,000)
                                    ------------   ------------   ------------
    Net cash provided by (used in) 
     financing activities             (5,030,000)    (4,098,000)       434,000
                                    ------------   ------------   ------------
Net increase (decrease) in cash and cash 
 equivalents                          (8,765,000)    13,580,000        155,000
Cash and cash equivalents at beginning 
 of year                              13,955,000        375,000        220,000
                                    ------------   ------------   ------------
Cash and cash equivalents at end of 
 year                               $  5,190,000   $ 13,955,000   $    375,000
                                    ============   ============   ============

See accompanying notes to financial statements.

<PAGE>

                    THE BEARD COMPANY AND SUBSIDIARIES
                        Statements of Cash Flows

Reconciliation of Net Earnings (Loss) to Net Cash Provided By (Used In) 
Operating Activities:

                                              Year Ended December 31,
                                              -----------------------
                                       1998            1997           1996
                                       ----            ----           ----
Net earnings (loss)               $ (3,857,000)   $  9,014,000   $   (315,000)
Adjustments to reconcile net 
 earnings (loss) to net cash
 provided by (used in) operating 
 activities:
  Loss from discontinued operations  2,119,000               -        180,000
  Depreciation, depletion and 
   amortization                      1,366,000       1,297,000      1,313,000
  Gain on sale of assets               (16,000)    (11,549,000)      (171,000)
  Provision for uncollectible accounts
   and notes                            73,000         113,000         28,000
  Impairment of investments and other
   assets                              100,000         328,000        180,000
  Impairment of long-lived assets            -         285,000              -
  Net cash used by discontinued 
   operations offsetting accrued 
   impairment loss                    (300,000)              -              -
  Gain on take-or-pay contract 
   settlement                                -               -       (400,000)
  Equity in net (income) loss of 
   unconsolidated affiliates            71,000        (274,000)       (56,000)
  Minority interest in operations 
   of consolidated subsidiaries       (285,000)        (49,000)       (13,000)
  Interest and other costs 
   (capitalized) recognizedon real 
   estate project                            -         357,000        (94,000)
  Other                                 33,000          (9,000)        36,000
  (Increase) decrease in accounts 
   receivable, other receivables, 
   prepaid expenses and other 
   current assets                       79,000      (1,022,000)      (114,000)
  (Increase) decrease in inventories    (8,000)      1,069,000        134,000
  Increase (decrease) in trade 
   accounts payable, accrued expenses 
   and other liabilities              (229,000)        752,000        216,000
                                  ------------    ------------   ------------
  Net cash provided by (used in) 
   operating activities           $   (854,000)   $    312,000   $    924,000
                                  ============    ============   ============

Supplemental Schedule of Noncash Investing and Financing Activities:

Purchase of property, plant and 
 equipment and intangible
 assets through issuance of 
 debt obligations                 $ 24,127,000    $     86,000   $    588,000 
                                  ============    ============   ============
Purchase of travel facilities 
 through the sale of a subsidiary's
 common stock                     $    181,000    $          -   $          -
                                  ============    ============   ============
Purchase of travel facilities 
 through the issuance of a debt 
 obligation and assumption of 
 debt obligations                 $  2,319,000    $          -   $          -
                                  ============    ============   ============
Purchase of business for a 
 contingent payment obligation    $          -    $          -   $    301,000
                                  ============    ============   ============
Contribution of equipment for 
 equity investment                $     20,000    $          -   $          -
                                  ============    ============   ============
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 the dry ice manufacturing 
 and distribution business        $          -    $  1,000,000   $          -
                                  ============    ============   ============
Stock purchase obligation resulting 
 from the sale of the dry ice 
 manufacturing and distribution 
 business                         $          -    $    900,000   $          -
                                  ============    ============   ============
Sale of property, plant and equipment 
 for notes receivable             $    359,000    $          -   $          -
                                  ============    ============   ============

See accompanying notes to financial statements.

<PAGE>
                       THE BEARD COMPANY AND SUBSIDIARIES
                         Notes to Financial Statements

                        December 31, 1998, 1997 and 1996

(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's current significant operations are within the 
following segments:  (1) the Coal Reclamation-U.S. ("CR-U.S.") 
Segment, consisting of the coal reclamation activities and 
services related to the Company's patented Mulled Coal 
Technology (the "M/C Technology"); (2) the Coal Reclamation-
China ("CR-China") Segment, consisting of the Company's efforts 
to develop coal reclamation operations in China utilizing the 
M/C Technology; (3) the carbon dioxide ("CO2") Segment, 
consisting of the production of CO2 gas; (4) the Well Testing 
("WT") Segment, consisting of the Company's 50% ownership in a 
company involved in natural gas well testing operations in 
northeastern Mexico; (5) the environmental remediation ("ER") 
Segment, consisting of the remediation of creosote and 
polycyclic aromatic hydrocarbon ("PAH") contamination; and (6) 
the Brine Extraction/Iodine Manufacturing ("BE/IM") Segment, 
consisting of the Company's 40%-ownership 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 in 
which the Company has a controlling financial interest. All 
significant intercompany transactions have been eliminated in 
the accompanying financial statements.  

The Company operated in the interstate travel facilities 
business (the "ITF" Segment) following its acquisition of four 
travel facilities in February 1998.  As discussed in note 3, in 
April 1999, the Company's Board of Directors adopted a formal 
plan to discontinue its ITF Segment.  Also, as discussed in 
note 3, in August 1998 the Company's Board of Directors adopted 
a formal plan to discontinue its other environmental services 
operations (the "Other E/S Operations"), conducted principally 
by Whitetail Services, Inc. ("Whitetail"), Horizontal Drilling 
Technologies, Inc. ("HDT") and Incorporated Tank Systems.  

In prior years, the Company also operated in (i) the real 
estate construction and development segment which was 
discontinued through sale in January 1997; and (ii) the dry ice 
(solid CO2) manufacturing and distribution business, included 
in the CO2 Segment which was discontinued through sale in 
October 1997.

The coal reclamation activities conducted by Beard 
Technologies, Inc. and Beard Sino-American Resources Co., Inc. 
now comprise the CR-U.S. Segment and CR-China Segment, 
respectively.  The environmental remediation activities 
conducted by ISITOP, Inc. now comprise the ER Segment. 

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.

Cash and Cash Equivalents
Cash equivalents approximated $3,954,000 and $13,181,000 at 
December 31, 1998 and 1997, respectively, and consist of 
investments in short-term commercial paper whose remaining 
terms at the date of purchase are less than 90 days.  For 
purposes of the statements of cash flows, the Company considers 
all highly liquid debt instruments with original maturities of 
three months or less to be cash equivalents.

Inventory
As of December 31, 1998, inventory consisted primarily of 
gasoline and grocery items located at the Company's interstate 
travel facilities, at cost of $156,000; and one speculative 
home, at cost of $227,000, remaining from the real estate 
construction and development business.  At December 31, 1997, 
inventory consisted of the remaining speculative home.  
Inventory is valued at lower of cost or net realizable value 
(see note 2). 

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, 
$30,000 of general and administrative costs that related 
directly to the project were capitalized as inventory costs, 
and at December 31, 1998 and 1997, inventories included 
approximately $24,000 of such costs.  The Company also 
capitalized interest costs during the construction phase of the 
project and in 1996 capitalized interest costs of $94,000.  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 1998 or 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, a 50% interest in a 
company involved in natural gas well testing operations in 
northeastern Mexico, 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 (the Company's most significant 
equity investment) for each of the three years ended December 
31 are as follows:

                                       1998             1997            1996
                                       ----             ----            ----
Current assets                     $ 1,156,000     $   938,000     $   778,000
Noncurrent assets                    1,197,000       3,350,000       3,746,000
Current liabilities                   (196,000)       (751,000)       (580,000)
Noncurrent liabilities                       -               -        (540,000)
                                   -----------     -----------     -----------
Venture equity                     $ 2,157,000     $ 3,537,000     $ 3,404,000
                                   ===========     ===========     ===========
Net sales                            2,355,000       2,638,000         263,000
Gross margin                           426,000         606,000         102,000
Net income (loss)                  $(1,380,000)    $   133,000     $  (468,000)
                                   ===========     ===========     ===========
Company's recorded share of
 net income (loss)                 $  (296,000)    $   105,000     $   (43,000)
                                   ===========     ===========     ===========

The Company's carrying value of its investment in NABR on 
December 31, 1998, was approximately $863,000, equal to its 40% 
ownership in the underlying equity of NABR.  For the year ended 
December 31, 1998, NABR recorded an impairment loss related to 
the recoverability of its long-lived assets of $1,461,000 due 
to a decrease in the projected cash flows from the iodine 
reserves at the Woodward Plant and the resultant shorter life 
of the underlying plant assets.  The Company's share of NABR's 
1998 operating income amounted to $64,000 before recording a 
loss of $360,000, representing its share of the impairment loss 
recorded by NABR on its long-lived assets.  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.  Starting in 1993, Beard began 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 $256,000, $51,000 
and $144,000 of the difference between the carrying amount of 
its investment in NABR and its share of NABR's recorded equity 
in 1998, 1997 and 1996, respectively.  

In October 1998, the Company contributed $353,000 for a 50% 
ownership in ITS-Testco, L. L. C. ("ITS-Testco").  ITS-Testco, 
through its wholly-owned Mexican subsidiary, Testco Inc. de 
Mexico, S. A. de C. V., is involved in natural gas well testing 
operations in northeastern Mexico.  Management does not feel it 
has financial control of ITS-Testco's operations and therefore 
accounts for ITS-Testco as an equity investment.  Beard 
recorded a loss of $35,000 related to its share of ITS-Testco's 
1998 operations.  ITS-Testco had no significant operations in 
Mexico in 1998.

As of December 31, 1998, the Company has $327,000 of 
certificates of deposit, with interest rates ranging from 4.70% 
to 5.33%, maturing on May 22, 1999 to October 28, 1999.  The 
certificates of deposit are securing certain of the Company's 
debt obligations (see note 8). 

The Company owns 80% of the outstanding common stock of Cibola 
Corporation, a natural gas marketing company, but does not 
consolidate the assets, liabilities, revenues or expenses of 
Cibola because Cibola's assets are controlled by the minority 
common stockholders and preferred stockholders of Cibola.  The 
Company's equity in the earnings of Cibola were $274,000, $185,000 
and $99,000 of pretax income from its ownership interest of Cibola 
in 1998, 1997 and 1996, 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 and $180,000 in 1997 and 1996, 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 provisions of $100,000 and 
$176,000 in 1998 and 1997, respectively, for economic 
impairment of 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 40 
years.  Depreciation, depletion and amortization of properties 
producing CO2 are computed by the units-of-production method 
using estimates of unrecovered proved developed CO2 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 patents 
and licensing fees, 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, 10 to 15 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 accounts for long-lived assets in accordance with 
the provisions of SFAS No. 121, "Accounting for the Impairment 
of Long-Lived Assets and Assets to be Disposed Of."  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. 

The operating trends of a subsidiary included in the Company's 
Other E/S Operations 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 which is reported in discontinued operations in the 
accompanying statements of operations.  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 and notes receivable, other current 
assets, trade accounts payables, accrued expenses, redeemable 
preferred stock purchase and redemption obligation and other 
current obligations approximate fair value because of the short 
maturity of those instruments.  At December 31, 1998 and 1997, 
the fair value of the long-term debt and non-current notes 
receivable were not significantly different than their carrying 
value.  Redeemable preferred stock is carried at estimated fair 
value.

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 September 1998, the Company announced a plan to repurchase 
up to 200,000 shares of its outstanding common stock.  In 1998, 
the Company repurchased approximately 55,500 shares for 
$265,000.  Subsequent to December 31, 1998, the Company has 
repurchased approximately 61,000 shares for a total 
consideration of $235,000.  In November 1997, the Company 
repurchased approximately 304,000 shares of its common stock 
for approximately $1,519,000.  The Company holds repurchased 
stock as treasury stock. 

Stock Option Plan
On January 1, 1996, the Company adopted SFAS No. 123,
"Accounting for Stock-Based Compensation," which permits 
entities to recognize over the vesting period the fair value on 
the date of grant of all stock-based awards.  Alternatively, 
SFAS No. 123 also allows entities to continue to apply 
provisions of Accounting Principles Board ("APB") Opinion No. 
25, "Accounting for Stock Issued to Employees," whereby 
compensation expense is recorded on the date of grant only if 
the current market price of the underlying stock exceeds the 
exercise price.  Companies that continue to apply the 
provisions of APB No. 25 are required by SFAS No. 123 to 
disclose pro forma net earnings and net earnings per share for 
employee stock option grants made in 1995 and subsequent 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 No. 25, and has provided the pro forma 
disclosures required by SFAS No. 123.

Mandatorily Redeemable Preferred Stock
The Company's preferred stock is accounted for at estimated 
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, if necessary, 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 required 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 (loss) attributable 
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 for 1997 were reduced by 
one-third of "consolidated net income" which accreted 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.

Comprehensive Income
The Company adopted SFAS No. 130, "Reporting Comprehensive 
Income," on January 1, 1998.  SFAS No. 130 establishes 
standards for reporting and display of "comprehensive income" 
and its components in a set of financial statements.  It 
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 
with the same prominence as other financial statements.  The 
Company had no items of comprehensive income as defined by SFAS 
No. 130 not included in the accompanying statements of 
operations; therefore, statements of comprehensive income have 
not been presented in the accompanying financial statements.

Reclassifications
Certain 1997 and 1996 balances have been reclassified to 
conform to the 1998 presentation.


(2)  Acquisitions
ITF Segment
On February 9, 1998, the Company, through a newly formed 
subsidiary, Interstate Travel Facilities, Inc. ("ITF"), 
purchased two travel facilities located along Interstate 
Highway I-40 in eastern Oklahoma for a cash consideration of 
$490,000.  Both travel facilities are geared toward the needs 
of interstate highway travelers and each included a service 
station, convenience store and a restaurant.  The fair value of 
identifiable tangible and intangible net assets acquired 
approximated $628,000 on the acquisition date.  The excess of 
the fair value of the travel facilities' assets acquired over 
the purchase price was reallocated among the long-lived assets 
acquired.

On February 27, 1998, ITF acquired two additional travel 
facilities and an undeveloped parcel of land located along 
Interstate Highway I-35 in central Oklahoma.  These travel 
facilities are also geared toward the needs of interstate 
highway travelers.  The first travel facility includes a 
service station, convenience store and a restaurant. The second 
travel facility includes a service station and a convenience 
store.  The purchase price consisted of cash of $322,000; a 
fifteen-year, unsecured, 5.93% $544,000 promissory note, valued 
at $407,000 (discounted using a 10% interest rate); the 
assumption by ITF of three mortgage notes payable approximating 
$1,336,000 (see note 8), owed by the former owner of the 
facilities; and 20% of the Company's ownership in ITF, valued 
at $181,000.  Approximately $1,051,000 of costs in excess of 
fair value of the net assets acquired was recorded as goodwill 
and was being amortized over 15 years. 

On May 20, 1998, ITF acquired the assets of a truck wash 
located along Interstate Highway I-44 in Tulsa, Oklahoma for 
$699,000.  The facility consists of two inside truck washing 
bays.  The Company financed $576,000 of the asset acquisition 
with a promissory note (see note 8).  The fair value of the 
identifiable tangible assets approximated $870,000 on the 
acquisition date.  The excess of the fair value of the assets 
acquired over the purchase price was reallocated among the 
long-lived assets acquired.  

As discussed in note 3, on April 9, 1999, the Company's Board 
of Directors approved a plan to discontinue its ITF Segment.

CR-US Segment
On June 30, 1998, the Company, through a newly formed 
subsidiary, Beard Mining, L.L.C. ("BMLLC"), acquired coal fines 
extraction and beneficiation equipment ("the Equipment") 
located at six coal slurry impoundment sites for $24,000,000.  
BMLLC financed the purchase with a $24,000,000 loan from MCNIC 
Pipeline & Processing Company ("MCNIC") which was secured 
solely by the equipment (see note 8).  BMLLC leased the 
Equipment to Beard Technologies, Inc. ("BTI") a wholly-owned 
subsidiary of Beard, which operated and maintained the 
Equipment and six briquetting plants for six limited liability 
companies (the "LLC's"), each of which is a subsidiary of 
MCNIC.  The monthly lease payments equaled the monthly payments 
due under the promissory note and were reimbursed costs by the 
LLC's under BTI's operating agreements with the LLC's.  MCNIC 
had released the Company and BTI in connection with any claim 
resulting from the inaccuracy of any representation or warranty 
made by BMLLC in any loan document, or BMLLC's breach or 
failure to perform or satisfy any covenant, agreement, 
obligation or condition in any loan document, except with 
respect to claims arising from fraud or willful misconduct by 
BTI or the Company and MCNIC's right to obtain BTI's ownership 
interest in BMLLC pursuant to a Pledge and Security Agreement 
from BTI to MCNIC.  But for those exceptions, MCNIC had no 
recourse against the Company or BTI in connection with any 
default by BMLLC under any loan document. 

Concurrent with BMLLC's acquisition of the Equipment, BTI 
entered into operating agreements with the LLC's to provide 
services for which it was being compensated in 1998 under a 
cost-plus arrangement pursuant to which it received a minimum 
profit of $100,000 per month (the "Operating Agreements").  The 
operating agreements provided that, solely for determining 
BTI's compensation thereunder, the agreements were deemed to 
have been effective April 1, 1998.  

On December 16, 1998, the LLC's terminated the Operating 
Agreements effective January 31, 1999.  BTI has retained a 
reduced work force at the plants for security reasons, for 
which BTI is reimbursed half of its operating cost.  

On March 19, 1999, BTI and MCNIC entered into an agreement 
whereby BTI assigned its 100% interest in BMLLC to MCNIC in 
exchange for a release from MCNIC of any obligations BTI has or 
would have had as an interest owner in BMLLC (the "Exchange 
Agreement").  As a result of the Exchange Agreement, the 
Company was relieved of its obligations under the promissory 
note and the related loan documents in exchange for its 
ownership in the Equipment.  The Company does not anticipate it 
will incur a significant gain or loss from the Exchange 
Agreement as the remaining net book value of the Equipment 
approximated the remaining principal balance of the promissory 
note as of December 31, 1998.

Other E/S Operations
In May 1996, the Company acquired 80% of the outstanding common 
stock of Horizontal Drilling Technologies, Inc. for $482,000.  
The purchase price consisted of a non-interest bearing 
contingent payment obligation valued at $301,000 (see notes 2 
and 8), a non-interest bearing $150,000 note, valued at 
$137,000 (discounted using a 10% interest rate), 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 the Company's Other E/S 
Operations.  The non-interest bearing note was converted into 
50,000 shares of the Company's common stock in July 1996 using 
the Company's closing stock price of $3.00 on the date of the 
conversion.  Approximately $339,000 of cost in excess of fair 
value of the net assets acquired was recorded as goodwill and 
was being amortized on a straight-line basis over 30 years.  As 
discussed in note 3, in August 1998, the Company's Board of 
Directors approved a plan to discontinue the Company's Other 
E/S Operations, which included HDT.

The above acquisitions have been accounted for by the purchase 
method and accordingly, the results of operations of HDT, the 
travel facilities and other acquired assets have been included 
in the Company's financial statements from their respective 
acquisition dates.

Had the Company acquired HDT as of January 1, 1996, revenues, 
net loss and net loss per share on a pro-forma basis would not 
have been materially different than 1996 amounts reported in 
the accompanying statements of operations.  The Company 
considers the acquisition of the travel facilities and the 
Equipment as asset acquisitions; therefore, no pro forma 
financial information has been reported in the accompanying 
financial statements.

(3)  Discontinued Operations
ITF Segment
On April 9, 1999, the Beard's Board of Directors adopted a 
formal plan to discontinue its ITF Segment.  Accordingly, the 
results of operations have been reported as discontinued for 
1998, the first year of operations for the segment.  Revenues 
and losses applicable to the segment were $4,437,000 and 
$741,000, respectively, for the period.  

On April 13, 1999, Beard entered into an agreement with ITF 
and its minority shareholders whereby (1) the original purchase 
price of the two properties purchased from the minority 
shareholders will be adjusted downward by canceling the 
$544,000 (balance of $414,000 at December 31, 1998) promissory 
note to the minority shareholders; (2) Beard will sell 22,321 
shares of its ITF common stock for $1,000 and will grant a 
noncancelable and irrevocable proxy to the minority 
shareholders for its remaining 30% common ownership in ITF, 
thereby surrendering its operating and voting control of ITF; 
and, (3) ITF and Beard will restructure ITF's current 
indebtedness to Beard whereby ITF will (a) obtain a release of 
and assign to Beard $327,000 of certificates of deposit 
currently securing certain ITF debt obligations, and (b) will 
deliver two promissory notes to Beard totaling $2,053,000 (note 
A with a principal balance of $1,514,000 ("Note A") and note B 
with a principal balance of $539,000 ("Note B")).  Note A will 
be secured by (a) a first mortgage on two of ITF's convenience 
store properties (the "C-stores"); and (b) a security interest 
in related equipment; and (c) the ITF shares being sold to ITF 
(the "Collateral").  All proceeds from the sale of the two C-
stores and Collateral will be applied first to Note A and then 
to Note B.  Note A will not bear interest until both the C-
stores are sold (the "Trigger Date") at which time the 
remaining principal, if any, will bear interest at 8% per 
annum.  ITF has agreed to use its best efforts to sell the two 
C-stores within one year.  Note B is unsecured and bears 
interest at 6% per annum until the Trigger Date at which time 
the interest rate increases to 8% per annum.  No payment, other 
than from the proceeds from the sale of the C-stores and the 
Collateral, is required on either note until the Trigger Date, 
at which time equal monthly interest and principal payments 
become due over a 36-to-60 month period, based upon the amount 
of the unpaid principal balances of the notes at the Trigger 
Date.

Included in the accompanying statement of operations for 1998 
is a $1,603,000 estimated loss from the discontinuation of the 
ITF Segment.  $1,256,000 of the loss represents the difference 
in the estimated fair value of Notes A and B and Beard's 
investment in and notes and accounts receivable from ITF at 
December 31, 1998.  Beard recorded the loss as a reduction in 
goodwill resulting from the purchase of the ITF facilities, 
with the remaining $205,000 recorded as a reduction in ITF's 
property, plant and equipment.  Additionally, a provision of 
$347,000 was recognized for the estimated operating losses 
incurred by ITF from January 1, 1999 through March 31, 1999, 
the effective date of the transaction.

As of December 31, 1998, the significant assets related to the 
ITF Segment consist of inventory, the travel facilities and a 
truck wash with a recorded value of $4,137,000.  The 
significant liabilities of the segment consist of trade 
accounts payable and bank debt associated with the travel 
facilities and truck wash totaling $2,929,000.

Other E/S Operations
In August 1998, the Company's Board of Directors adopted a 
formal plan to restructure the E/RR Segment (see note 2) and to 
discontinue the Other E/S Operations.  Accordingly, the results 
of the Other E/S Operations have been reported as discontinued 
for all periods presented in the accompanying statements of 
operations.  Revenues applicable to the discontinued segment 
were $1,536,000, $5,233,000 and $3,000,000 for 1998, 1997 and 
1996, respectively.  Losses from the discontinued operations 
were $424,000, $1,140,000 and $694,000 in 1998, 1997 and 1996, 
respectively.  Losses from discontinued operations approximated 
$300,000 from the date operations were discontinued to December 
31, 1998, and reduced the accrued liability established in the 
second quarter for such losses by a corresponding amount.

As of December 31, 1998, the significant assets related to the 
Other E/S Operations consist primarily of equipment and 
accounts receivable with a recorded value of $905,000.  The 
significant liabilities related to the Other E/S Operations 
consist of trade accounts payables totaling $110,000.

Included in the accompanying statements of operations for the 
year ended December 31, 1998, is a $684,000 estimated loss 
expected from the discontinuation of the Other E/S Operations.  
$594,000 of the loss represents the difference in the estimated 
amounts to be received from disposing of the Other E/S 
Operations' assets and the assets' recorded values as of June 
30, 1998. $534,000 of this loss was recorded in June 1998 and 
$60,000 of the loss was recorded in December 1998 upon the 
Company's review of the estimated realizable values of the 
remaining assets.  $455,000 of the loss represents anticipated 
operating losses until disposal of such assets has been 
completed.  Offsetting the expected losses is a $365,000 gain 
from early extinguishment of an obligation to the former owner 
of HDT.  The obligation was originally incurred by the Company 
as a result of its acquisition of 80% of HDT's outstanding 
common stock and was payable only from 80% of the cash flows 
(prescribed under the obligation agreement) of HDT and 
Whitetail.  The gain represents the discounted obligation 
balance as of June 30, 1998.

The Company has sold a portion of the Other E/S Operations 
equipment for a total price of $581,000, since its date of 
discontinuance.  $359,000 of the equipment sales were for 
various notes receivable with terms ranging from three to seven 
years.  The Company is actively seeking opportunities to sell 
the remaining Other E/S Operations equipment and anticipates 
the assets will be disposed of by December 31, 1999.  

Solid CO2 Segment
In October 1997, the Company sold the business and 
substantially all of the assets of Carbonic Reserves, an 85%-
owned subsidiary involved in the manufacturing and distribution 
of solid CO2 ("solid CO2 segment") for cash of $19,375,000 and 
the assumption of certain liabilities valued at $2,813,000 (the 
"Asset Sale").  

The gain on the Asset Sale was $11,014,000 (after applicable 
income taxes of $522,000).  Results of operations of the solid 
CO2 segment have been reported as discontinued operations for 
the years ended December 31, 1997 and 1996 in the accompanying 
statements of operations.  Revenues applicable to the 
discontinued solid CO2 segment operations were $11,071,000 and 
$13,307,000 in 1997 and 1996, respectively.  Earnings from the 
discontinued solid CO2 segment were $428,000 and $1,535,000 in 
1997 and 1996, respectively.  During the third quarter of 1998, 
the Company determined it overestimated its state income tax 
liability thereby reducing the gain recognized in October 1997 
from the Asset Sale by $168,000.  The Company reduced its 
estimated state income tax liability and recognized an 
additional $168,000 gain on the Asset Sale in the third quarter 
of 1998.  The gain is presented in discontinued operations in 
the accompanying statements of operations.
 
Pursuant to the closing of the Asset Sale, the Company received 
$18,375,000 in cash.  The remaining $1,000,000 cash proceeds 
were held back (the "Holdback") to offset certain post closing 
adjustments for a maximum of 150 days from the closing date and 
was included in other receivables on the balance sheet as of 
December 31, 1997.  The Company received the entire Holdback 
amount from the purchaser on March 12, 1998.  

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 was included in other current 
obligations on the balance sheet as of December 31, 1997, and 
reduced the related gain.

As of December 31, 1998, the solid CO2 segment had no 
significant assets.  The significant liabilities of the solid 
CO2 segment consisted of accrued employee severance 
compensation of $155,000.

Real Estate Segment
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.  Revenues and earnings 
applicable to the real estate activities were $1,083,000 and 
$5,000 in 1996, respectively.  During 1997, the Company sold 
$1,534,000 of the real estate construction and development 
assets, which approximated amounts the Company estimated that 
it would receive from selling those assets.

As of December 31, 1998, the remaining asset of the real estate 
construction and development segment consisted of one 
speculative home at cost of approximately $227,000.  In March 
1999, the Company signed an agreement to sell the home for 
$235,000.  The sale is expected to close on April 19, 1999.

(4)  1993 Restructure; 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 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 1997 and 
repurchase of the preferred (47,729 shares) was effected in 
January 1998.  $1,641,000 of the purchase price was used to 
repurchase 16,411 preferred shares from Sellers at stated 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 redeemed 14,589 of the remaining preferred shares for 
$1,459,000 in March 1998. 

The Company recorded the effect of the Repurchase and 
Redemption in the December 31, 1997, balance sheet by reducing 
the mandatorily redeemable preferred stock balance and 
presenting the obligations as a current obligation.  At 
December 31, 1998 and 1997, the redeemable preferred stock was 
recorded at its estimated fair value of $889,000 or $31.93 per 
share and had an aggregate redemption value of $2,784,000.  
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, together with (i) the subsequent 
redemption of 14,589 preferred shares, (ii) the repurchase of 
116,675 common shares by the Company under its 1998 Treasury 
Stock Repurchase Program (see note 1), and (iii) the exercise 
of options to purchase 54,950 shares of common stock, the 
Company has reduced its outstanding common shares from 
2,832,129 to 2,460,064 (as of March 31, 1999 and net of 
treasury shares) and its outstanding preferred shares from 
90,156 to 27,838.  The sole remaining Institution holds 11.99% 
of the voting power of Beard through its ownership of common 
stock and an additional 5.48% through its holdings of preferred 
stock, for a total of 17.47% 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)  Notes Receivable
At December 31, 1998, notes receivable include five notes 
resulting from the sale of Other E/S Operations equipment.  The 
notes bear interest at rates ranging from 5.85% to 28%, (notes 
with rates below 10% were discounted using a 10% interest 
rate), mature from May, 2000 to February, 2005, and are secured 
by the sold equipment.  $57,000 of the balance is reflected as 
current notes receivable and $308,000 is reflected as long-term 
at December 31, 1998.  In addition, long-term notes receivable 
include a note bearing interest at 10% with a principal amount 
of $100,000, due on demand, that has been impaired by $54,000.  

(6)  Property, Plant and Equipment
Property, plant and equipment consisted of the following:

                                             December 31,
                                             ------------
                                        1998            1997
                                        ----            ----
Land                                $    776,000    $    122,000
Proved and unproved carbon dioxide 
 properties and projects in progress   2,998,000       2,958,000
Buildings                              1,096,000               -
Buildings and land improvements        1,029,000          28,000
Machinery and equipment                2,816,000       2,951,000	
Other                                    206,000         188,000
Coal fines extraction and 
 beneficiation equipment(a)           24,000,000               -
                                    ------------    ------------
                                    $ 32,921,000    $  6,247,000
                                    ============    ============

     (a) Accumulated depreciation and net book value of this 
equipment as of December 31, 1998 were $800,000 and $23,200,000, 
respectively.  See note 2 for further discussion of this equipment.

(7)  Intangible Assets
Intangible assets are summarized as follows:

                                            December 31,
                                            ------------
                                        1998            1997
                                        ----            ----
Goodwill                              $       -       $ 462,000
License fees                             50,000          50,000
Patents                                  57,000          80,000
Other                                    60,000          45,000
                                      ---------       ---------
                                      $ 167,000       $ 637,000
                                      =========       =========

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

                                             December 31,
                                             ------------
                                          1998              1997
                                          ----              ----
Coal Reclamation-U. S. Segment(a)     $ 23,247,000      $         -
Interstate Travel Facilities Segment(b)  2,652,000                -
Other E/S Operations(c)                          -          305,000
Corporate(d)                                     -          350,000
                                      ------------      -----------
                                        25,899,000          655,000
Less current maturities                    119,000          136,000
                                      ------------      -----------
  Long-term debt                      $ 25,780,000      $   519,000
                                      ============      ===========
_______________

     (a) $23,200,000 represents a promissory note payable to MCNIC 
resulting from the June 30, 1998, acquisition of the Equipment 
discussed in note 2.  The note bears interest at 8% per annum, 
is secured by the Equipment, and requires principal and 
interest payments of $290,000 a month through July 1, 1999, at 
which time the remaining principal balance becomes due.  As 
discussed in note 2, BTI and MCNIC entered into an Exchange 
Agreement on March 19, 1999, whereby the Company was relieved 
of its obligation under the note and the related loan documents 
in exchange for its ownership in the Equipment securing the 
note.  The note is presented as a long-term obligation in the 
December 31, 1998, balance sheet.

The remaining $47,000 represents various notes payable which 
bear interest at rates ranging from 14% to 18%.  The notes 
require monthly interest and principal payments, mature from 
April 2000 through September 2001, and are secured by equipment 
with an approximate net book value of $49,000 at December 31, 
1998.

     (b)  The Company has four notes payable with a bank totaling 
$2,182,000 at December 31, 1998.  The notes require monthly 
interest and principal payments totaling $22,000, bear interest 
at the Wall Street Journal prime interest rate, adjusted 
annually, mature in December 2010 through June 2013, and are 
secured by (i) first real estate mortgages of the commercial 
property with an approximate book value of $2,315,000 at 
December 31, 1998, and (ii) $327,000 of the Company's 
certificates of deposit.

At December 31, 1998, the Company has a $544,000 promissory 
note payable, valued at $414,000 (discounted using a 10% 
interest rate) to the former owner of certain interstate travel 
facilities acquired by Beard in February 1998.  The note is 
unsecured, requires annual interest payments at a rate of 5.93% 
through March 2003 at which time interest and principal become 
due in ten equal annual installments through March 2014.  In 
1998, the Company recorded $7,000 of interest expense accretion 
on the note payable.

The Company has $56,000 of various notes payable 
outstanding at December 31, 1998.  The notes bear interest at 
rates ranging from 6% to 9%, require monthly interest and 
principal payments, mature from November 2000 through November 
2003, and are secured by equipment with an approximate net book 
value of $56,000 at December 31, 1998.

The various borrowings of the Interstate Travel Facilities Segment
are not guaranteed by the Company and ceased to be obligations of the
Company after the Company surrendered its operating and voting control
of ITF to the minority shareholders of ITF.  See note 3.

     (c)  Borrowings from the Company's discontinued Other E/S 
Operations included $305,000 at December 31, 1997, of various 
notes payable which earned interest at 6% to 17%, with a weighted 
average interest rate of 9.5%.  The notes were paid off on 
various dates in 1998.

     (d)  Represents a discounted $350,000 contingent payment 
obligation payable 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 was payable only from 
80% of the cash flows (prescribed under the contingent payment 
obligation agreement) of HDT and Whitetail.  The maximum amount 
payable under the contingent payment obligation was $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 on 
interest expense accretion on the contingent obligation.  As a 
result of the Company's decision to discontinue its Other E/S 
Operations, the former owner of HDT relieved the Company of the 
obligation.  The Company recorded a gain from extinguishing the 
obligation, thereby reducing the loss recorded from 
discontinuing the Other E/S Operations.

The annual maturities of long-term debt for the five years 
subsequent to December 31, 1998 are $119,000 for 1999, $130,000 
for 2000, $135,000 for 2001, $129,000 for 2002, and $135,000 in 
2003.  The maturities exclude the note payable to MCNIC which, 
as discussed above, was extinguished in March 1999, with the 
transfer of the Equipment to MCNIC.

At December 31, 1998, the Company had $436,000 of credit 
available under a $650,000 bank line of credit.  The line of 
credit matures on January 31, 2000 and bears interest on 
outstanding amounts at the national prime lending rate which 
was 7.75% at December 31, 1998.  At December 31, 1998, 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 of the Company, and $50,000 for two 
letters of credit issued as collateral on bonds posted with 
state regulatory agencies for a subsidiary of the Company (see 
note 14 below).  On January 29, 1999, the $164,000 letter of 
credit was reduced to $25,000.

(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 CO2.  As a result of the settlement, 
the Company received cash of $539,000 and a CO2 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 CO2 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, 1998 are 
summarized as follows:

                  1999     $143,000
                  2000       94,000
                  2001       10,000
                           --------
                           $247,000
                           ========

Rent expense under operating leases aggregated $185,000 in 
1998, $889,000 in 1997 and $594,000 in 1996.

(11)  Income Taxes
Total income tax expense (benefit) was allocated as follows:

                                Year ended December 31,
                                -----------------------
                           1998           1997         1996
                           ----           ----         ----
Continuing operations  $  100,000    $   40,000    $        -
Discontinued operations  (168,000)      555,000             -
                       ----------    ----------    ----------
                       $  (68,000)   $  595,000    $        -
                       ==========    ==========    ==========

Current income tax expense from continuing operations consisted of:

                               Year ended December 31,
                               -----------------------
                          1998            1997          1996
                          ----            ----          ----
U. S. federal          $   41,000    $   40,000    $         -
Various states             59,000             -              -
                       ----------    ----------    -----------
                       $  100,000    $   40,000    $         -
                       ==========    ==========    ===========

Total income tax expense allocated to continuing operations 
differed from the amounts computed by applying the 
U. S. federal income tax rate to loss from continuing 
operations before income taxes as a result of the following: 

                                           Year ended December 31,
                                           -----------------------
                                     1998            1997          1996
                                     ----            ----          ----
Computed U. S. 
  federal statutory benefit      $   (161,000)  $   (424,000)  $  (334,000)
Federal alternative minimum taxes      41,000         40,000             -
Increase in the valuation allowance
  for deferred tax assets             161,000        424,000       334,000
State income taxes                     59,000              -             -
                                 ------------   ------------   -----------
                                 $    100,000   $     40,000   $         -
                                 ============   ============   ===========

The components of deferred tax assets and liabilities are as follows:

                                                 December 31,
                                                 ------------
                                            1998              1997
                                            ----              ----
Deferred tax assets - tax effect of:
  Net operating loss carryforwards       $  19,760,000     $  20,444,000
  Statutory depletion and investment 
   tax credit carryforwards                  2,280,000         2,280,000
  Other, principally investments and 
   property, plant and equipment               239,000           809,000
                                         -------------     -------------
    Total gross deferred tax assets         22,279,000        23,533,000
      Less valuation allowance             (22,244,000)      (23,370,000)
Deferred tax liabilities                       (35,000)         (163,000)
                                         -------------     -------------
    Net deferred tax asset/liability     $           -     $           -
                                         =============     =============

In assessing the recoverability of deferred tax assets, 
management considers whether it is more likely than not that 
some portion or all of the tax assets will not be realized.  
The ultimate realization of deferred tax assets is dependent 
upon the generation of future taxable income during the periods 
in which those temporary differences become deductible.  
Management considers the scheduled reversal of deferred tax 
liabilities, projected future taxable income, and tax planning 
strategies in making this assessment.

At December 31, 1998, the Company had federal regular tax 
operating loss carryforwards of approximately $52 million that 
expire from 2004 to 2010, investment tax credit carryforwards 
of approximately $401,000 that expire from 1999 to 2000, and 
tax depletion carryforwards of approximately $5.5 million.  
These carryforwards may be limited if the Company undergoes a 
significant ownership change.

(12)  Stock Option Plans
The Company 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.  In April 1998 the Board 
of Directors voted to increase the number of shares authorized 
under the 1993 Plan to 275,000, and the shareholders approved 
the increase in June 1998.  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 except 
those granted to the Company's Chairman have ten-year terms and 
become exercisable one year after the date of grant at the rate 
of 25% each year until fully exercisable.  The options held by 
the Company Chairman have a five-year term.  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, 1998, there were 117,500 
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 6.5% 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 1998.  

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 loss would have increased $9,000 and $5,000 in 
1998 and 1996, respectively, and net income in 1997 would have 
decreased $8,000.  Net earnings (loss) per share would not have 
been affected for any years presented in the accompanying 
financial statements.

Stock option activity during the periods indicated is as 
follows:

                               Number of           Weighted-Average
                                Shares              Exercise Price
                               ---------           -----------------
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
  Granted                             -                       -
  Exercised                     (54,950)                   2.00
  Forfeited                           -                       -
  Expired                             -                       -
                                -------                 -------
Balance at December 31, 1998     70,050                   $2.29
                                =======                 =======

At December 31, 1998, the range of exercise prices and 
weighted-average remaining contractual life of outstanding 
options was $2.00 - $4.38 and six years, respectively.

At December 31, 1998 and 1997, the number of options 
exercisable was 60,050 and 91,250 respectively, and the 
weighted-average exercise price of those options was $2.12 and 
$2.03, respectively.

(13)  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 1998, 1997 and 1996,
the Company and its eligible subsidiaries made matching 
contributions of $54,000, $150,000, and $134,000, respectively,
to the plan.

(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 Other E/S Operations.  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 through March 24, 
1999.  In addition, the Company was contingently liable for 
other outstanding letters of credit totaling approximately 
$82,000 at December 31, 1997.  $14,000 of the letters of credit 
expired on April 18, 1998, $18,000 expired on October 5, 1998, 
and $50,000 expired on March 24, 1999.

The Company has an indemnity obligation to its institutional 
preferred stockholder and 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.

(15)  Business Segment Information
The Company primarily manages its business by products and 
services; however, the Company's Coal Reclamation Segment is 
further managed by geographic location.  The Company evaluates 
its operating segments performance based on earnings or loss 
from operations before income taxes.  The Company had five 
reportable segments in 1998: Coal Reclamation-U.S., Coal 
Reclamation-China, Carbon Dioxide, Environmental Remediation 
and Brine Extraction/Iodine Manufacturing.  The Company had 
four reportable segments in 1997 and 1996, which included those 
in 1998 except for Coal Reclamation-China, as those operations 
began in 1998.  The Coal Reclamation-U.S. and China Segments 
consist of coal reclamation services which may or may not 
involve the Company's patented Mulled Coal Technology.  The 
Carbon Dioxide Segment consists of the production of CO2 gas.  
The Environmental Remediation Segment consists of services to 
remediate creosote and polycyclic aromatic hydrocarbon 
contamination.  The Brine Extraction/Iodine Manufacturing 
Segment consists of the Company's 40%-ownership investment in a 
joint venture for the extraction, production and sale of crude 
iodine.

The accounting policies of the segments are the same as those 
described in the summary of significant accounting policies in 
note 1.

The following is certain financial information regarding the 
Company's reportable segments (presented in thousands of 
dollars). The information included in other relates to the 
Company's Well Testing Segment which consists of its 50%-
ownership in a company involved in natural gas well testing 
operations in northeastern Mexico.  

General corporate assets and expenses are not allocated to any 
of the Company's operating segments; therefore, they are 
included as a reconciling item to consolidated total assets and 
loss from continuing operations before income taxes reported in 
the Company's accompanying financial statements.

<TABLE>
<CAPTION>
                                     Coal     Coal
                                    Recla-   Recla-                          Iodine
                                    mation   mation    Carbon  Environmental  Manu-   
                                     U.S.     China    Dioxide Remediation  facturing  Other    Totals
                                   -------   -------   ------- ----------- ---------- ------   -------
<S>                                <C>       <C>       <C>     <C>         <C>        <C>      <C>
  1998
Revenues from external customers   $ 8,588   $     -   $   616   $     8   $ 2,589    $    -   $11,801
Interest income                          2         -         -         -        14         -        16
Interest expense                       949         -         -         -        59         -     1,008
Depreciation, depletion and
  amortization                         815         -        31         4       724         -     1,574
Segment profit(loss)                   672      (277)      466      (238)   (1,380)      (70)     (827)
Other significant non cash items:
  Impairment of long-lived assets        -         -         -         -     1,461         -     1,461
Segment assets                      25,148         -       603        55     2,357       607    28,770
Expenditures for segment assets     24,072         -        41         6        31       548    24,698

  1997
Revenues from external customers         1         -       503        13     2,947         -     3,464
Interest income                          -         -        13         -         6         -        19
Interest expense                         -         -         -         3        75         -        78
Depreciation, depletion and
  amortization                           8         -        25         3       701         -       737
Segment profit(loss)                  (282)        -       281      (113)      133         -        19
Other significant non cash items:
  Impairment of long-lived assets        -         -       107         -         -         -       107
Segment assets                          34         -       481        50     4,288         -     4,853
Expenditures for segment assets          -         -       147         3       316         -       466

  1996
Revenues from external customers        15         -       301         -       271         -       587
Interest income                          -         -        31         -         -         -        31
Interest expense                         -         -         -         -         -         -         -
Depreciation, depletion and 
  amortization                           5         -        18         -       294         -       317
Segment profit (loss)                 (139)        -       215         -      (468)        -      (392)
Segment assets                          35         -       342         -     4,525         -     4,902
Expenditures for segment assets          4         -        68         -       292         -       364
</TABLE>

Reconciliation of reportable segment revenues to consolidated 
revenues is as follows (in thousands):

                                          1998          1997        1996
                                          ----          ----        ----
Total revenues for reportable segments  $ 11,801     $  3,464     $    587
Revenues from brine extraction/iodine  
  manufacturing operations accounted 
  for as equity investment                (2,589)      (2,947)        (271)
Revenues from corporate activities not
  allocated to segments                       34           58           61
                                        --------     --------     --------
    Total consolidated revenues         $  9,246     $    575     $    377
                                        ========     ========     ========

Reconciliation of reportable segment interest expense to 
consolidated interest expense is as follows (in thousands):

                                          1998          1997         1996
                                          ----          ----         ----
Total interest expense for reportable 
  segments                              $  1,008     $     78     $      -
Brine extraction/iodine manufacturing
  operations accounted for as an 
  equity investment                          (59)         (75)           -
Interest expense from corporate activities 
  not allocated to segments                   15          131           62
                                        --------     --------     --------
    Total consolidated interest expense $    964     $    134     $     62
                                        ========     ========     ========

Reconciliation of reportable segment depreciation, depletion 
and amortization to consolidated depreciation, depletion
and amortization is as follows (in thousands):
        
                                          1998         1997         1996
                                          ----         ----         ----
Total depreciation, depletion and 
  amortization for reportable segments $  1,574     $    737     $    317
Depreciation and amortization
  from brine extraction/iodine manu-
  facturing and well testing opera-
  tions accounted for as equity 
  investments                              (724)        (701)        (294)
Corporate depreciation and amortization
  not allocated to segments                  19           20           22
                                       --------     --------     --------
    Total consolidated depreciation, 
     depletion and amortization        $    869     $     56     $     45
                                       ========     ========     ========

Reconciliation of total reportable segment profit (loss) to 
consolidated loss from continuing operations is as follows (in thousands):

                                          1998        1997          1996
                                          ----        ----          ----
Total profit (loss) for reportable 
  segments                             $   (827)    $     19    $    (392)
Eliminate (earnings) loss from brine 
  extraction/iodine manufacturing and 
  well testing operations accounted 
  for as equity investments               1,450         (133)         468
Equity in earnings (loss) from brine 
  extraction/iodine manufacturing 
  and well testing operations accounted 
  for as equity investments                (331)          84          (43)
Net corporate costs not allocated to 
segments                                   (865)      (1,258)      (1,014)
                                       --------     --------     --------
    Total consolidated loss for continuing 
     operations                        $   (573)    $ (1,288)    $   (981)
                                       ========     ========     ========

Reconciliation of reportable segment assets to consolidated 
assets is as follows (in thousands):

                                         1998         1997         1996
                                         ----         ----         ----
Total assets for reportable segments  $ 28,770     $  4,853     $  4,902
Assets of discontinued operations        5,439        4,648       14,001
Assets from brine extraction/iodine
  manufacturing and well testing operations
  accounted for as equity investments   (2,964)      (4,288)      (4,525)
Investments in unconsolidated subsidiaries
  (brine extraction/iodine manufacturing
  and well testing operations accounted 
  for as equity investments)             1,166        1,143        1,058
Corporate assets not allocated to 
  segments                               4,926       14,596        1,037
                                      --------     --------     --------
    Total consolidated assets         $ 37,337     $ 20,952     $ 16,473
                                      ========     ========     ========

Reconciliation of expenditures for segment assets to total 
expenditures for assets is as follows (in thousands):

                                        1998          1997         1996
                                        ----          ----         ----
Total expenditures for assets for 
  reportable segments                 $ 24,698     $    466     $    364
Capital expenditures of discontinued 
  operations                             4,034        1,449        3,044
Expenditures for brine extraction/iodine
  manufacturing and well testing assets
  accounted for as equity investments     (578)        (316)        (292)
Corporate expenditures not allocated to 
  segments                                  55            4           15
                                      --------     --------     --------
    Total expenditures for assets     $ 28,209     $  1,603     $  3,131
                                      ========     ========     ========

All of the revenues from the segments have been derived for the 
years 1998, 1997 and 1996, from customers in the United States.  
All of the long-lived assets are located in the United States 
except for approximately $548,000 at December 31, 1998, which 
is located in northeastern Mexico.

During 1998, one customer accounted for 93% of the Company's 
revenues and all of the Coal Reclamation Segment's revenues.  
The coal reclamation contracts under which the Coal Reclamation 
Segment's revenues were earned in 1998 were cancelled in 
December 1998 effective January 31, 1999.  The Company's CO2 
revenues are received from two operators in the CO2 Segment who 
market the CO2 gas to numerous end users on behalf of the 
interest owners who elect to participate in such sales.  During 
1998, 1997 and 1996, sales by these two operators accounted for 
7%, 87% and 80%, respectively, of the Company's revenues and 
all of the Carbon Dioxide Segment's revenues.

(16)  Fourth Quarter Adjustments
The Company recorded adjustments in the fourth quarter of 1998 
resulting from discontinuing its interstate travel facilities 
operations (see further discussion in note 3).  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 
1997 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, Executive Officers and Significant 
          Employees of the Registrant.

The directors, executive officers and significant employees of 
the Company are identified below.  The table sets forth the 
age, positions with the Company and the year in which each 
person became a director, executive officer or significant 
employee.  All positions are held with the Company unless 
otherwise indicated.
                                                   Director, Executive
                                                  Officer or Significant
                                                     Employee of Beard
  Name                       Position                or Beard Oil Since    Age
  ----                       --------             ----------------------   ---

W. M. Beard             Chairman of the Board, 
                        Chief Executive Officer and 
                        Director(a)                        June 1969        70
Herb Mee, Jr.           President, Chief Financial 
                        Officer and Director(a)            November 1973    70
Allan R. Hallock        Director                           December 1986    69
Harlon E. Martin, Jr.   Director                           October 1997     51
Ford C. Price           Director                           March 1988       61
Michael E. Carr         Director                           February 1994    63
Philip R. Jamison       President - Beard Technologies, 
                        Inc.(b)(c)                         February 1997    60
Jack A. Martine         Controller and Chief Accounting 
                        Officer                            October 1996     49
Rebecca G. Witcher      Secretary-Treasurer(a)             October 1993     39
_______________

     (a) Trustee of certain assets of the Company's 401(k) Trust.

     (b) Devotes all of his time to Beard Technologies, Inc.

     (c) Indicated entity is a subsidiary of the Registrant.

The executive officers and other officers of the Company serve 
at the pleasure of the Board of Directors. 

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. 

Allan R. Hallock was elected a director of Beard in July 1993.  
He served as a director of Beard Oil from December 1986 until 
October 1993.  Mr. Hallock is currently an independent 
consulting geologist.  He served as Vice President  and 
Exploration Manager of Gemini Corporation from 1970 until 
December 1986.

Harlon E. Martin, Jr. was elected a director of Beard in 
October 1997 to fill the vacancy created by the death of W. R. 
Plugge.  Mr. Martin has served as the principal of H. E. Martin 
& Company, a Houston investment banking firm, since its 
founding in 1990.  He was a co-founder of GTM Securities Corp. 
in 1985 and served as a principal of such firm until 1989.  Mr. 
Martin is a certified public accountant and a licensed 
securities principal with the NASD.  However, Mr. Martin's 
license with the NASD is now inactive as a result of his 
becoming a board member of a public corporation.

Ford C. Price was elected a director of Beard in July 1993.  He 
served as a director of Beard Oil from June 1987 until October 
1993.  From 1961 until 1986 Mr. Price served in various 
capacities with The Economy Company, a privately-held 
schoolbook publishing company, last serving as its Chairman of 
the Board and Chief Executive Officer.  Mr. Price is a private 
investor.

Michael E. Carr was elected in February 1994 by the preferred 
stockholders to fill the driectorship vacancy which they are 
entitled to fill.  Mr. Carr served as Senior Vice President of 
Beard Oil from December 1986 until October 1993.  He served as 
President and Chief Executive Officer of Sensor Oil & Gas, Inc. 
("Sensor") from October 1993 until August 1996.  He presently 
serves as President of Mica Energy Corp.  

Philip R. Jamison has served as President of BTI 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 sales of 
coal.  From 1993 to 1995 he served as a consultant to EI in 
connection with its development of the Mulled Coal process, and 
installed and operated the process at the Alabama coal 
preparation plant in connection with the DOE contract.

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 from June 1989 until October 
1993 at which time he joined Sensor 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.

The directors of the Company have been elected to serve until 
the annual stockholders' meeting to be held in the year 
indicated opposite their respective names or until their 
successors are duly elected and qualified:

                    Director                    Term
                    --------                    ----
                 W. M. Beard                    1999
                 Allan R. Hallock               2000
                 Ford C. Price                  2000
                 Harlon E. Martin, Jr.          2001
                 Herb Mee, Jr.                  2001
                 Michael E. Carr(a)
_______________

     (a)  Will serve until his successor has been duly elected and 
qualified.

There is no family relationship between any of the directors or 
executive officers of the Company.  All executive officers hold 
office until the first meeting of the Board of Directors 
following the next annual meeting of stockholders or until 
their prior resignation or removal.

Compliance with Section 16(a) of the Securities Exchange Act of 
1934.  Section 16(a) of the Securities Exchange Act of 1934 
requires the Company's directors and executive officers, and 
persons who own more than ten percent (10%) of a registered 
class of the Company's equity securities (collectively 
"reporting persons"), to file with the Securities and Exchange 
Commission and the American Stock Exchange initial reports of 
ownership and reports of changes in ownership of common stock 
and other equity securities of the Company.  Reporting persons 
are required by the SEC regulations to furnish the Company with 
copies of all Section 16(a) forms they file.

To the Company's knowledge, based solely on information 
received from each reporting person which includes written 
representations that no other reports were required during the 
fiscal year ended December 31, 1998, all Section 16(a) filing 
requirements applicable to its reporting persons were complied 
with.

Item 11.  Executive Compensation.

The table below sets forth the compensation paid or accrued 
during each of the last three fiscal years by the Company and 
its subsidiaries to the Company's Chief Executive Officer and 
each of the Company's other most highly compensated executive 
officers (hereafter referred to as the named executive 
officers), whose aggregate salary and bonus exceeded $100,000, 
for any of the fiscal years ended December 31, 1998, 1997 or 
1996:

SUMMARY COMPENSATION TABLE

                                                  Long Term Compensation
                                            ---------------------------------
           Annual Compensation                Awards      Payouts
   --------------------------------------   ----------    -------
                                            Securities
                                            Underlying
   Name and                                  Options/      LTIP       Compen-
   Principal           Salary(a)    Bonus      SAR's      Payouts     sation(c)
   Position     Year     ($)         ($)        (#)         ($)          ($)
   ---------    ----   ---------    -----  -----------    --------    ---------

W. M. Beard     1998   99,000(d)    -0-         -0-       35,250(d)    5,503(d)
Chairman & CEO  1997   99,000(d) 18,750(d)(e)   -0-       41,450(d)(e) 5,501(d)
                1996   99,000(d)    -0-(d)      -0-       35,150(d)    5,031(d)

Herb Mee, Jr.   1998  132,000     1,250(b)      -0-          -0-       7,288
President & CFO 1997  132,000    26,200(b)(e)   -0-          -0-       7,285
                1996  132,000     1,150(b)      -0-          -0-       6,658
______________

     (a)  Amounts shown include cash compensation earned and received by 
executive officers as well as amounts earned but deferred pursuant to the 
Company's 401(k) Plan at the election of those officers.  Amounts shown 
exclude cash compensation earned but deferred pursuant to the Company's 
Deferred Stock Compensation Plan.

     (b)  Bonus for length of service with Beard or Beard Oil.

     (c)  Consists of the Company's contribution to the Company's 401(k) Plan.

     (d)  In 1998 Mr. Beard deferred one-fourth ($33,000) of his salary 
and all ($2,250) of his bonus for the year; in 1997 Mr. Beard 
deferred one-fourth ($33,000) of his salary and all ($2,200) of 
his length of service bonus for the year; in 1996 he deferred 
one-fourth ($33,000) of his salary and all ($2,150) of his 
bonus for the year pursuant to the Company's Deferred Stock 
Compensation Plan.

     (e)  In 1997 Messrs. Beard and Mee each received a special bonus of 
$25,000, of which $12,500 was paid in 1997 and $12,500 in 1998.  Mr. Beard 
deferred one-fourth of such bonus in both 1997 ($3,125) and 1998 ($3,125).

               AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR 
                       AND FISCAL YEAR-END OPTION VALUES

The following table provides information, with respect to 
the named executive officers, concerning the exercise of 
options during the Company's last fiscal year and unexercised 
options held as of the end of the last fiscal year:


                                                 Number of
                                                 Securities        Value of
                                                 Underlying       Unexercised 
                                                 Unexercised     In-the-Money
                                                  Options at      Options at
                                                  FY-End (#)      FY-End ($)

                Shares Acquired    Value         Exercisable/     Exercisable/
    Name        on Exercise (#) Realized ($)    Unexercisable    Unexercisable
    -----       --------------- ------------    -------------    -------------

W. M. Beard         37,500      $   106,641       12,500/-0-       $21,094/-0-
Herb Mee, Jr.       17,450      $    59,575       32,550/-0-       $21,875/-0-


Compensation of Directors

Mr. Carr received compensation of $9,050 for services rendered 
during 1998 as a director of Beard.  Messrs. Hallock, Martin 
and Price received $8,800, $9,050 and $9,050, respectively, of 
deferred fees under the Company's Deferred Stock Compensation 
Plan (the "Plan").  Under the Plan, the electing officers and 
directors can defer fees and compensation until termination of 
service or termination of the Plan, at which time the accounts 
will be settled by distribution of a number of shares of the 
Company's common stock equal to the number of Units credited 
under the Plan.  A Unit is equal to the amount deferred divided 
by the fair market value of a share of common stock on the date 
of deferral.  Currently, the non-management directors each 
receive $500 per month for their services, and also receive the 
following fees for directors' meetings which they attend:  
annual and 1-1/2 day meetings -- $750; regular meeting -- $500; 
telephone meeting -- $100 to $300 depending upon length of 
meeting.  The non-management directors also receive a small 
year-end bonus depending upon their length of service as 
directors of Beard and Beard Oil.  Accordingly, Messrs. 
Hallock, Martin, Price, and Carr received $500, $50, $500 and 
$200, respectively, in 1998. All of the directors except Mr. 
Carr deferred such bonuses pursuant to the Plan.  Beard also 
provides health and accident insurance benefits for its non-
management directors who are not otherwise covered and the 
value of these benefits is included in the above compensation 
amounts.  None of the directors received additional 
compensation in 1998 for their committee participation.

The two eligible non-management directors (Messrs. Hallock and 
Price) were each granted 5,000 phantom stock units (the 
"Units") under the Company's 1994 Phantom Stock Units Plan on 
November 1, 1994.  Mr. Carr was awarded 5,000 Units when he 
became eligible on February 22, 1995.  All of these awards were 
based on an award price of $2.00* per share and vest over a 
five year period at the rate of 20% per year.   Messrs. 
Hallock, Martin, Price and Carr were each granted 5,000 Units 
on October 23, 1997 at an award price of $5.00 per share, the 
market value of the stock on such date.  The 1997 awards vest 
over a four year period at the rate of 25% per year. Each 
participant has the option of receiving payment for his award: 
(i) as it vests; (ii) at the conclusion of the award period; or 
(iii) 50% as it vests, with the other 50% deferred to the 
conclusion of the award period.  Payments are based upon 
appreciation in the market value of the Company's common stock 
during the appropriate time interval selected.   Mr. Carr 
received a cash payment of $1,987 in 1999 for 1,000 Units which 
vested on February 11, 1999, $3,046 in 1998 for 1,000 Units 
which vested on February 22, 1998 and $3,808 in 1997 for 2,000 
Units which vested on February 22, 1997.
_______________

      * The market value on November 1, 1994 was $1.875 per 
share; on February 22, 1995 it was $1.75 per share.

Compensation Committee Interlocks and Insider Participation

Michael E. Carr, who has been elected by the preferred 
shareholders to serve as their representative on the Board of 
Directors, was elected to serve as a member of the Compensation 
Committee on April 26, 1994.  Mr. Carr served as Senior Vice 
President of Beard Oil from December 1986 until October 1993.

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

The table below sets forth the name and address of each shareholder 
who is known to the Company to own beneficially more than 5% of Beard's 
outstanding common stock or preferred stock, the number of shares bene-
ficially owned by each and the percentage of outstanding common or preferred 
stock so owned as of March 31, 1999.  Unless otherwise noted, the person 
named has sole voting and investment powers over the shares reflected 
opposite his name.

<TABLE>
<CAPTION>

                                    Number of               Number of                        Combined
                                    Preferred                Common                         Common and
                                    Shares and              Shares and                       Preferred
                                    Nature of   Percent     Nature of           Percent       Voting
 Name and Address                   Ownership   of Class    Ownership          of Class<F7> Percentage<F7>
 ----------------                   ----------  --------    ----------         ------------ --------------
<S>                                 <C>         <C>         <C>                <C>          <C>
John Hancock Mutual Life
Insurance Company ("Hancock")         27,838     100.00%     312,040<F1><F2>    12.68%<F2>     17.47%<F3>
57th Floor
200 Clarendon Street
Boston, Massachusetts 02117

The Beard Group 401(k) Plan ("Plan")  None         0.00%     252,977<F3>        10.28%          9.72%
c/o Bank One, Oklahoma, N.A., Trustee
100 N. Broadway Avenue
Oklahoma City, OK 73102

W. M. Beard                           None         0.00%     848,604<F4>        34.32%         32.60%
Enterprise Plaza, Suite 320
5600 North May Avenue
Oklahoma City, OK 73112

Lu Beard                              None         0.00%     274,912<F5>        11.17%         10.51%
Enterprise Plaza, Suite 320
5600 North May Avenue
Oklahoma City, OK 73112

Herb Mee, Jr.                         None         0.00%     414,415<F6>        16.63%         15.92%
Enterprise Plaza, Suite 320
5600 North May Avenue
Oklahoma City, OK 
73112
___________________

<FN>
     <F1>  Shares are held by Hancock on behalf of itself and affiliated 
entities.

     <F2>  Excludes the Beard preferred shares which will collectively become 
convertible into 5.49% of the outstanding common stock (after conversion) on 
January 1, 2003 to the extent not previously redeemed or converted.

     <F3>  Shares held by the Plan are owned by the participating employees, 
each of whom has sole voting and investment power over the shares held in his
or her account.  Includes 104,599.40 and 124,149.57 shares held for the 
accounts of Messrs. Beard and Mee, respectively. 

     <F4>  Includes 206,166 shares owned directly by Mr. Beard as to which he 
has sole voting and investment power; 273,233 shares (or 11.11%) owned by the 
William M. Beard and Lu Beard 1988 Charitable Unitrust (the "1988 Unitrust"), 
of which Mr. Beard and his wife, Lu Beard, serve as co-trustees and share 
voting and investment power;  68,786 shares held by the William M. Beard 
Irrevocable Trust "A," 68,432 shares held by the William M. Beard Irrevocable
Trust "B," and 83,049 shares held by the William M. Beard Irrevocable Trust 
"C" (collectively, the "Beard Irrevocable Trusts") of which Messrs. Beard and 
Herb Mee, Jr. are trustees and share voting and investment power; 6,738 shares
each held by the John Mason Beard II Trust and by the Joseph G. Beard Trust 
and 1,774 shares held by the Rebecca Banner Beard Trust as to which Mr. Beard
is the trustee and has sole voting and investment power; 3,256 shares held by
the Rebecca Banner Beard Lilly Living Trust as to which Mr. Beard is a co-
trustee and shares voting and investment power with his daughter; 104,599.40 
shares held by The Beard Group 401(k) Trust (the "401(k) Trust") for the 
account of Mr. Beard as to which he has sole voting and investment power; 
and 13,333 shares held by B & M Limited, a general partnership, of which 
Mr. Beard is a general partner and shares voting and investment power with 
Mr. Mee.  Also includes 12,500 shares subject to presently exercisable 
options.  Excludes 1,679 shares owned by his wife as to which Mr. Beard 
disclaims beneficial ownership.  Also excludes 41,228 shares held by four 
separate trusts for the benefit of Mr. Beard's children as to which Mr. Beard 
disclaims beneficial ownership.

     <F5>  Represents 273,233 shares owned by the 1988 Unitrust, of which Mr. 
Beard and Mrs. Beard serve as co-trustees and share voting and investment 
power.  Also includes 1,679 shares owned directly by Mrs. Beard as to which 
she has sole voting and investment power.

     <F6>  Includes 17,450 shares owned directly by Mr. Mee as to which he 
has sole voting and investment power; 6,666 shares held by Mee Investments, 
Inc., as to which Mr. Mee has sole voting and investment power; 13,333 shares
held by B & M Limited as to which Mr. Mee shares voting and investment power 
with Mr. Beard but as to which Mr. Mee has no present economic interest; 
and 124,149.57 shares held by the 401(k) Trust for the account of Mr. Mee 
as to which he has sole voting and investment power.  Also includes 220,267 
shares held by the Beard Irrevocable Trusts as to which Mr. Mee is a co-
trustee and shares voting and investment power with Mr. Beard but as to 
which Mr. Mee has no pecuniary interest and disclaims beneficial ownership. 
Also includes 32,550 shares subject to presently exercisable options.  
Excludes 45 shares owned by his wife, Marlene W. Mee, as to which Mr. Mee 
disclaims beneficial ownership.

     <F7>  All percentages reflected above exclude 372,065 common shares 
held by the Company as treasury stock.
</FN>
</TABLE>

Security Ownership of Management

The following table sets forth certain information regarding 
the number of shares of Beard common stock beneficially owned 
by each director and nominee, the Chief Executive Officer 
("CEO"), each named executive officer and by all directors and 
executive officers as a group and the percentage of outstanding 
common stock so owned as of March 31, 1999.

                                       Amount of 
                                       Nature of 
                                       Beneficial         Percent
     Name and Address                  Ownership          of Class
     ----------------                  ----------         --------
W. M. Beard                            848,604(1)         34.32%
Herb Mee, Jr                           414,415(2)         16.63%
Allan R. Hallock                        28,658(3)          1.16%
Michael E. Carr                         28,643             1.16%
Ford C. Price                           18,665(4)           ---(6)
Harlon E. Martin, Jr.                    1,000              ---(6)
All directors and executive
  officers as a group (8 in number)  1,116,015(5)         44.42%
________________

     (1)  See footnote (4) to table "Security Ownership of Certain 
Beneficial Owners."

     (2)  See footnote (6) to table "Security Ownership of Certain 
Beneficial Owners."

     (3)  Reflects shares owned by A. R. Hallock & Co., a partnership, as 
to which Mr. Hallock shares voting and investment power with his wife.

     (4)  Includes 10,399 shares owned directly by Mr. Price and 3,266 
shares held by an IRA for the benefit of Mr. Price, as to all 
of which he has sole voting and investment power, and 5,000 
shares held by the FCP Trust as to which he has shared voting 
and investment power.

     (5)  Includes 574,768 shares as to which directors and executive 
officers have sole voting and investment power and 541,247 shares as to 
which they share voting and investment power with others.
 
     (6)  Reflects ownership of less than one (1) percent.

Item 13.  Certain Relationships and Related Transactions.

None.

                                    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

	    2.  Financial Statement Schedules.  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.
	
	    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 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 Airgas Carbonic Reserves, 
      Inc. ("Airgas"), and Registrant, Carbonic Reserves 
      ("Carbonics"), and Clifford H. Collen, Jr. ("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).

2(e)  Asset Purchase Agreement by and among Registrant, Toby 
      B. Tindell, Cristie R. Tindell and Interstate Travel 
      Facilities, Inc. ("ITF"), 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.  (This 
      Exhibit has been previously filed as Exhibit 3(ii) to 
      Registrant's Form 10-K for the period ended December 31, 1997, 
      filed on March 31, 1998, and same is incorporated herein by 
      reference). 

4     Instruments defining the rights of security holders:

4(a)  Certificate of Designations, Powers, 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.  
      (This Exhibit has been previously filed as Exhibit 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 incorporated by reference).

4(b)  Settlement Agreement, with Certificate of Amendment 
      attached thereto, by and among Registrant, Beard Oil, New York 
      Life Insurance Company ("NYL"), New York Life Insurance and 
      Annuity Company ("NYLIAC"), John Hancock Mutual Life Insurance 
      Company ("Hancock"), Memorial Drive Trust ("MDT") 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 reference).

10    Material contracts:

10(a) Amendment No. One to The Beard Company 1993 Stock 
      Option Plan dated August 27, 1993, as amended June 4, 1998  
      (The Amended Plan supersedes the original Plan adopted on 
      August 27, 1993.  This Exhibit has previously been filed as 
      Exhibit A, filed on April 30, 1998 to Registrant's Proxy 
      Statement dated April 30, 1998, 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) 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(d) 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 incorporated by 
      reference).*

10(e) 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 reference).*

10(f) 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(g) Amended and Restated Nonqualified Stock Option Agreement by 
      and between Richard D. Neely and ISITOP, Inc. ("ISITOP"), dated 
      November 12, 1998.* 

10(h) Amended and Restated Nonqualified Stock Option Agreement 
      by and between Jerry S. Neely and ISITOP, dated November 12, 
      1998.*

10(i) Nonqualified Stock Option Agreement by and between Robert A. 
      McDonald and ISITOP, dated November 12, 1998.*

10(j) Nonqualified Stock Option Agreement by and between Toby Tindell 
      and ITF, dated February 27, 1998.  (This Exhibit has been 
      previously filed as Exhibit 10(n) to Registrant's Form 10-K for 
      the period ended December 31, 1997, filed on March 31, 1998, 
      and same is incorporated herein by reference).*

10(k) Incentive Stock Option Agreement by and between Philip 
      R. Jamison and Beard Technologies, Inc. ("BTI"), dated May 18, 
      1998.

10(l) 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(m) Nonrecourse Secured Promissory Note from Registrant to Cibola, 
      dated April 10, 1996.  (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(n) 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(o) 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(p) Compensation Agreement by and between Registrant and the 
      Trustees of the William M. Beard and Lu Beard 1988 Charitable 
      Unitrust (the "Trustees") dated April 17, 1997. (This Exhibit 
      has been previously filed as Exhibit 10(s) to Registrant's Form 
      10-K for the period ended December 31, 1997, filed on March 31, 
      1998, and same is incorporated herein by reference).

10(q) Indemnity Agreement by and between Registrant and the Trustees 
      dated April 17, 1997. (This Exhibit has been previously filed 
      as Exhibit 10(t) to Registrant's Form 10-K for the period ended 
      December 31, 1997, filed on March 31, 1998, and same is 
      incorporated herein by reference). 

10(r) Coal Fines Extraction and Beneficiation Agreement among CRC NO. 
      1 LLC, CRC NO. 2 LLC, CRC NO. 3 LLC, CRC NO. 4 LLC, CRC NO. 5 
      LLC, CRC NO. 6 LLC, (the "Six LLC's") and Beard Technologies, 
      Inc. ("BTI"), dated as of June 24, 1998.  (This Exhibit has 
      been previously filed as Exhibit 10.1 to Registrant's Form 8-K, 
      filed on July 15, 1998, and same is incorporated herein by 
      reference).

10(s) Operation and Maintenance Agreement among the Six LLC's and 
      BTI, dated as of June 24, 1998.  (This Exhibit has been 
      previously filed as Exhibit 10.2 to Registrant's Form 8-K, 
      filed on July 15, 1998, and same is incorporated herein by 
      reference).

10(t) Guaranty Agreement among Registrant and the Six LLC's, dated as 
      of June 24, 1998.  (This Exhibit has been previously filed as 
      Exhibit 10.3 to Registrant's Form 8-K, filed on July 15, 1998, 
      and same is incorporated herein by reference).

10(u) Guaranty Agreement between MCNIC Pipeline & Processing Company 
      ("MCNIC") and BTI, dated as of June 24, 1998.  (This Exhibit 
      has been previously filed as Exhibit 10.4 to Registrant's Form 
      8-K, filed on July 15, 1998, and same is incorporated herein by 
      reference).

10(v) Loan Agreement between MCNIC and Beard Mining, L.L.C. 
      ("BMLLC"), dated as of June 24, 1998.  (This Exhibit has been 
      previously filed as Exhibit 10.5 to Registrant's Form 8-K, 
      filed on July 15, 1998, and same is incorporated herein by reference).

10(w) Promissory Note from BMLLC to MCNIC, dated as of June 24, 1998.  
      (This Exhibit has been previously filed as Exhibit 10.6 to 
      Registrant's Form 8-K, filed on July 15, 1998, and same is 
      incorporated herein by reference).

10(x) Amendment to Coal Fines Extraction and Beneficiation Agreement 
      among the Six LLC's and BMLLC, dated October 30, 1998. (This 
      Exhibit has been previously filed as Exhibit 10(z) to 
      Registrant's Form 10-Q for the period ended September 30, 1998, 
      filed on November 23, 1998, and same is incorporated herein by 
      reference).

10(y) Amendment to Operation and Maintenance Agreement among the Six 
      LLC's and BTI, dated October 30, 1998. (This Exhibit has been 
      previously filed as Exhibit 10(aa) to Registrant's Form 10-Q 
      for the period ended September 30, 1998, filed on November 23, 
      1998, and same is incorporated herein by reference).

10(z) Notice by the Six LLC's of Termination of Operation and 
      Maintenance Agreement with BTI, dated December 16, 1998.

10(aa) Notice by the Six LLC's of Termination of Coal Fines 
       Extraction and Beneficiation Agreement with BMLLC, dated 
       December 16, 1998.

10(bb) Agreement by and among MCNIC, the Six LLC's, BMLLC, 
       Registrant and BTI, dated March 19, 1999.

10(cc) Letter Agreement by and among Registrant, ITF, Toby B. Tindell
       and Cristie R. Tindell, dated April 13, 1999.

11     Statement re computation of per share earnings.

21     Subsidiaries of the Registrant.

23     Consent of KPMG 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)  No reports on Form 8-K were filed during the period during 
the fourth quarter of the period covered by this report.

<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:  April 13, 1999	                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      April 13, 1999
    W. M. Beard

By  HERB MEE, JR.                 President and Chief	         April 13, 1999
    Herb Mee, Jr.                 Financial Officer

By  JACK A. MARTINE               Controller and               April 13, 1999
    Jack A. Martine               Chief Accounting Officer

By  W. M. BEARD                   Chairman of the Board        April 13, 1999
    W. M. Beard

By  HERB MEE, JR.                 Director                     April 13, 1999
    Herb Mee, Jr.

By  ALLAN R. HALLOCK              Director                     April 13, 1999
    Allan R. Hallock

By  HARLON E. MARTIN, JR.         Director                     April 13, 1999
    Harlon E. Martin, Jr.

By  FORD C. PRICE                 Director                     April 13, 1999
    Ford C. Price

By  MICHAEL E. CARR               Director                     April 13, 1999
    Michael E. Carr

<PAGE>

                                 EXHIBIT INDEX

Exhibit
No.          Description                              Method of Filing
-------      -----------                              ----------------

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

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

2(b)  Agreement and Plan of Merger by and        Incorporated herein by
      between The Beard Company and The New      reference
      Beard Company, dated as of September 16, 
      1997
     
2(c)  Certificate of Merger merging The Beard    Incorporated herein by
      Company into The New Beard Company as      reference
      filed with the Secretary of State of 
      Oklahoma on November 26, 1997

2(d)  Asset Purchase Agreement by and among      Incorporated herein by
      Airgas Carbonic Reserves, Inc. ("Airgas"), reference
      and Registrant, Carbonic Reserves 
      ("Carbonics"), and Clifford H. Collen, 
      Jr. ("Collen").  

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

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

3(ii) Registrant's By-Laws as currently in       Incorporated herein by
      effect                                     reference

4     Instruments defining the rights of 
      security holders:

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

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

10    Material contracts:

10(a) Amendment No. One to The Beard Company     Incorporated herein by
      1993 Stock Option Plan dated August 27,    reference
      1993, as amended June 4, 1998  

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

10(c) The Beard Company Deferred Stock           Incorporated herein by
      Compensation Plan                          reference

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

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

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

10(g) Amended and Restated Nonqualified Stock    Filed herewith electronically
      Option Agreement by and between Richard 
      D. Neely and ISITOP, Inc. ("ISITOP"), 
      dated November 12, 1998

10(h) Amended and Restated Nonqualified Stock    Filed herewith electronically
      Option Agreement by and between Jerry 
      S. Neely and ISITOP, dated November
      12, 1998

10(i) Nonqualified Stock Option Agreement by     Filed herewith electronically
      and between Robert A. McDonald and 
      ISITOP, dated November 12, 1998

10(j) Nonqualified Stock Option Agreement by     Incorporated herein by
      and between Toby Tindell and ITF,          reference
      dated February 27, 1998

10(k) Incentive Stock Option Agreement by and    Filed herewith electronically
      between Philip R. Jamison and Beard 
      Technologies, Inc. ("BTI"), dated May 18, 
      1998

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

10(m) Nonrecourse Secured Promissory Note from   Incorporated herein by
      Registrant to Cibola, dated April 10, 1996 reference

10(n) Security Agreement by and among            Incorporated herein by
      Registrant, Cibola and the Cibola share-   reference
      holders, dated April 10, 1996

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

10(p) Compensation Agreement by and between      Incorporated herein by
      Registrant and the Trustees of the         reference
      William M. Beard and Lu Beard 1988 
      Charitable Unitrust (the "Trustees") 
      dated April 17, 1997

10(q) Indemnity Agreement by and between         Incorporated herein by
      Registrant and the Trustees dated          reference
      April 17, 1997

10(r) Coal Fines Extraction and Beneficiation    Incorporated herein by
      Agreement among CRC NO. 1 LLC, CRC NO.     reference
      2 LLC, CRC NO. 3 LLC, CRC NO. 4 LLC, 
      CRC NO. 5 LLC, CRC NO. 6 LLC, (the 
      "Six LLC's") and Beard Technologies, 
      Inc. ("BTI"), dated as of June 24, 1998

10(s) Operation and Maintenance Agreement        Incorporated herein by
      among the Six LLC's and BTI, dated as      reference
      of June 24, 1998

10(t) Guaranty Agreement among Registrant and    Incorporated herein by
      the Six LLC's, dated as of June 24, 1998   reference

10(u) Guaranty Agreement between MCNIC Pipeline  Incorporated herein by
      & Processing Company ("MCNIC") and BTI,    reference
      dated as of June 24, 1998

10(v) Loan Agreement between MCNIC and Beard     Incorporated herein by
      Mining, L.L.C. ("BMLLC"), dated as of      reference
      June 24, 1998

10(w) Promissory Note from BMLLC to MCNIC,       Incorporated herein by
      dated as of June 24, 1998                  reference

10(x) Amendment to Coal Fines Extraction and     Incorporated herein by 
      Beneficiation Agreement among the Six      reference
      LLC's and BMLLC, dated October 30, 1998

10(y) Amendment to Operation and Maintenance     Incorporated herein by
      Agreement among the Six LLC's and BTI,     reference
      dated October 30, 1998

10(z) Notice by the Six LLC's of Termination     Filed herewith electronically
      of Operation and Maintenance Agreement 
      with BTI, dated December 16, 1998

10(aa) Notice by the Six LLC's of Termination    Filed herewith electronically
       of Coal Fines Extraction and 
       Beneficiation Agreement with BMLLC,
       dated December 16, 1998

10(bb) Agreement by and among MCNIC, the Six     Filed herewith electronically
       LLC's, BMLLC, Registrant and BTI, 
       dated March 19, 1999

10(cc) Letter Agreement by and among             Filed herewith electronically
       Registrant, ITF, Toby B. Tindell and
       Cristie R. Tindell, dated April 13,
       1999
       
11     Statement re computation of per share     Filed herewith electronically
       earnings

21     Subsidiaries of the Registrant            Filed herewith electronically

23     Consent of KPMG LLP                       Filed herewith electronically

27     Financial Data Schedule                   Filed herewith electronically