SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

 x QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
   ACT OF 1934.

                For the Quarterly Period Ended December 31, 1998

                                       or

              __ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934.

              For the transition period from __________to__________

                         Commission file number 0-21591
                             MASON OIL COMPANY, INC.
           (Name of small business issuer as specified in its charter)

           Utah                             37-1099747
   (State of Incorporation)              (I.R.S. Employer
                                        Identification No.)

                              6337 Ravenwood Drive
                             Sarasota, Florida 34243
                    (Address of principal executive offices)

                                 (941) 351-3102
                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No __

      APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
                            THE PRECEDING FIVE YEARS

                                 Not applicable

                      APPLICABLE ONLY TO CORPORATE ISSUERS


Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date:

There were 10,890,504  shares of the Issuer's common stock,  par value $.001 per
share, outstanding as of April 5, 1999.


<PAGE>


                        MASON OIL COMPANY, INC.

                      Consolidated Balance Sheets

PART I
FINANCIAL INFORMATION

<TABLE>
<CAPTION>

                                                                 June 30,         December 31,
                                                                   1998               1998
                                                              -------------      -------------
                                                                                  (Unaudited)
                                     Assets
<S>                                                           <C>                <C>
Current Assets
  Cash and cash equivalents .............................     $     473,652      $     160,919
  Note receivable (Note 2) ..............................              --              300,000
  Prepaid expenses and other ............................              --               16,575
                                                              -------------      -------------
   Total current assets .................................           473,652            477,494

Property and equipment, at cost
  Unproved oil and gas properties,
   full cost method .....................................           274,994            323,355
  Portable rig camp (Note 2) ............................              --              120,029
  Vehicles ..............................................            37,185             37,649
  Other .................................................             7,684              8,970
                                                              -------------      -------------
                                                                    319,863            490,003
  Less accumulated depreciation .........................           (11,980)           (16,421)
                                                              -------------      -------------
                                                                    307,883            473,582

Other noncurrent assets
  Deposits ..............................................            19,682             19,278
  Investment in joint venture (Note 2) ..................           528,894               --
                                                              -------------      -------------
    Total Other Assets ..................................           548,576             19,278
                                                              -------------      -------------

Total ...................................................     $   1,330,111      $     970,354
                                                              =============      =============

                  Liabilities and Stockholders' (Deficit)
Current Liabilities
  Accounts Payable ......................................     $      32,673      $      36,425
  Notes payable - related party .........................           197,599            215,692
  Current portion of notes payable ......................            13,588              7,721
                                                              -------------      -------------
    Total Current Liabilities ...........................           243,860            259,838

Notes payable - long term ...............................             1,695              1,695
Deferred salary payable .................................            72,000             96,000

Stockholders' equity
 Common Stock, $.001 par  value, 200,000,000
  shares authorized;  10,890,504 shares issued
  and outstanding  at December 31, 1998 and
  11,697,171 at June 30, 1998 (Note 2) ..................            11,697             10,890
 Additional paid-in capital .............................         2,485,994          2,365,801
 Accumulated deficit ....................................        (1,498,738)        (1,786,860)
 Foreign currency translation adjustment ................            13,603             22,990
                                                              -------------      -------------
    Total Stockholders' equity ..........................         1,012,556            612,821
                                                              -------------      -------------

Total Liabilities and Stockholders' Equity ..............     $   1,330,111      $     970,354
                                                              =============      =============
</TABLE>

                                 - 2 -


<PAGE>


                             MASON OIL COMPANY, INC.

                 Condensed Consolidated Statements of Operations

<TABLE>
<CAPTION>

                                      Six Months Ended                  Three Months Ended
                                         December 31,                        December 31,
                                ------------------------------      ------------------------------
                                    1997               1998              1997             1998
                                ------------      ------------      ------------      ------------
                                (unaudited)        (unaudited)       (unaudited)       (unaudited)
<S>                             <C>               <C>               <C>               <C>
Costs and expenses
 General and administrative     $    213,551      $    272,543      $    130,491      $    121,673
                                ------------      ------------      ------------      ------------
     Total operating costs
       and expenses .......          213,551           272,543           130,491           121,673

Other (income) expense
 Interest income ..........          (27,501)          (18,561)          (12,871)          (14,713)
 Interest expense .........            6,660           (34,140)            4,864            22,877
                                ------------      ------------      ------------      ------------

Net loss ..................     $   (192,710)     $   (288,122)     $   (122,484)     $   (129,837)
                                ============      ============      ============      ============

Basic net loss per common
 share ....................     $       (.02)     $       (.03)     $       (.01)     $       (.01)
                                ============      ============      ============      ============

Weighted average number of
 shares outstanding .......       11,092,463        10,890,504        10,890,504        11,294,420
                                ============      ============      ============      ============

</TABLE>

                                     - 3 -





<PAGE>


                             MASON OIL COMPANY, INC.

                 Consolidated Statements of Comprehensive Income


<TABLE>
<CAPTION>

                                      Six Months Ended             Three Months Ended
                                        December 31,                   December 31,
                                  ------------------------      ------------------------
                                    1997            1998           1997          1998
                                  ---------      ---------      ---------      ---------
                                 (unaudited)    (unaudited)    (unaudited)    (unaudited)
<S>                               <C>            <C>            <C>            <C>

Net loss ....................     $(192,710)     $(288,122)     $(122,484)     $(129,837)
                                  ---------      ---------      ---------      ---------

Other comprehensive income,
 net of tax
 Foreign currency translation
  adjustments ...............       (89,135)         9,387        (91,425)        (8,702)
                                  ---------      ---------      ---------      ---------
    Total other comprehensive
     income .................       (89,135)         9,387        (91,425)        (8,702)
                                  ---------      ---------      ---------      ---------

Comprehensive loss ..........     $(281,845)     $(278,735)     $(213,909)     $(138,539)
                                  =========      =========      =========      =========
</TABLE>

                                     - 4 -
<PAGE>


                            MASON OIL COMPANY, INC.

                 Condensed Consolidated Statements of Cash Flows


                                                     Six Months Ended
                                                        December 31,
                                                -----------------------------
                                                    1997              1998
                                                -----------      ------------

                                                 (unaudited)      (unaudited)
Cash flows from operating activities
 Net loss .................................     $  (192,710)     $  (288,122)
 Depreciation and amortization ............           1,950            4,286
 Adjustments to reconcile net loss to net
  cash used in operating activities
  Prepaid expenses and other assets .......         (99,778)          10,366
  Accounts payable and accrued liabilities           19,761           38,104
                                                -----------      -----------
      Net cash used by operating activities        (270,777)        (235,366)
                                                -----------      -----------

Cash flows used by investing activities
 Oil and gas exploration expenses .........         (63,317)         (44,926)
 Oil and gas acquisition costs ............         (51,210)            --
 Purchase of equipment and furniture ......         (17,198)          (1,190)
 Purchase of drilling rig .................        (300,000)            --
                                                -----------      -----------
      Net cash used by investing activities        (431,725)         (46,116)
                                                -----------      -----------

Cash flows from financing activities
  Borrowings on notes payable .............          10,921            7,741
  Payments on notes payable ...............          (6,086)          (7,753)
                                                -----------      -----------
      Net cash used by financing activities           4,835              (12)
                                                -----------      -----------

Net effect of currency fluctuations on cash
 and cash equivalents .....................         (87,003)         (31,180)

Net decrease in cash and cash equivalents .        (784,670)        (312,674)

Beginning cash and cash equivalents .......       1,587,627          473,593
                                                -----------      -----------

Ending cash and cash equivalents ..........     $   802,957      $   160,919
                                                ===========      ===========

Supplemental non-cash flow disclosures:
      During the six months ended  December 31, 1998 and 1997,  the Company paid
      approximately $33,000 and $0, respectively, for interest expense.

      During the six months ended December 31, 1997 the Company  purchased a 50%
      interest in a drilling rig for $300,000 cash and 806,667  shares of common
      stock of common stock valued at $605,000.

      During the six months ended  December  31, 1998,  the Company sold its 50%
      investment  in the  drilling  rig back to the  original  seller for a note
      receivable  payable  in U.S.  dollars of  $300,000,  the return of 806,667
      shares of the Company's common stock valued at $121,000,  and the transfer
      of title to a portable drilling rig camp valued at $121,626.

                                     - 5 -

<PAGE>


                             MASON OIL COMPANY, INC.

                   Notes to Consolidated Financial Statements



Note 1 - Summary of Accounting Policies

The summary of Mason Oil Company's,  Inc. (the "Company") significant accounting
policies are  incorporated  by reference to the Company's  annual report on Form
10-KSB dated June 30, 1998.

The  accompanying   unaudited   condensed   financial   statements  reflect  all
adjustments  which,  in the  opinion of  management,  are  necessary  for a fair
presentation  of the results of operations,  financial  position and cash flows.
The results of the interim period are not necessarily  indicative of the results
for the full year.


Note 2 - Investment in Joint Venture

The  Company's  sale of its  investment in a drilling rig joint venture has been
recorded at its estimated net  realizable  value,  which  consists of a $300,000
note receivable, 806,667 shares of the Company's common stock valued at $121,000
and the title to a portable rig camp valued at $121,626. The note receivable has
the following  terms:  $50,000  payable on the closing date of the agreement and
$50,000  payable in quarterly  installments on the following  dates;  January 1,
1999, March 30, 1999, June 30, 1999, September 30, 1999 and January 1, 1999. The
note also  provides for interest  payments of 8% and is secured by the Company's
interest in the drilling  rig.  The Company has received  $50,000 to date on the
note.


Note 3 - New Accounting Standards

Recently Issued Accounting Pronouncements

In June 1997, the FASB issued  Statement of Financial  Accounting  Standards No.
130, "Reporting  Comprehensive  Income" (SFAS 130), which establishes  standards
for  reporting  and  display  of  comprehensive   income,   its  components  and
accumulated balances.  Comprehensive income is defined to include all changes in
equity except those resulting from  investments by owners and  distributions  to
owners.  Among  other  disclosures,  SFAS 130  requires  that all items that are
required to be recognized  under current  accounting  standards as components of
comprehensive  income,  be reported in a financial  statement  that is displayed
with the same prominence as other financial statements.

                                     - 6 -
<PAGE>




Note 3 - New Accounting Standards (continued)

Recently Issued Accounting Pronouncements (continued)

Also, in June 1997, the FASB issued Statement of Financial  Accounting Standards
No. 131,  "Disclosures about Segments of an Enterprise and Related  Information"
(SFAS 131), which supersedes Statement of Financial Accounting Standards No. 14,
"Financial   Reporting  for  Segments  of  a  Business   Enterprise."  SFAS  131
establishes standards for the way that public companies report information about
operating  segments in annual  financial  statements  and requires  reporting of
selected  information about operating  segments in interim financial  statements
issued to the public.  It also establishes  standards for disclosures  regarding
products and services,  geographic areas and major  customers.  SFAS 131 defines
operating  segments as components of a company  about which  separate  financial
information  is  available  that is evaluated  regularly by the chief  operating
decision  maker  in  deciding  how  to  allocate   resources  and  in  assessing
performance. Currently, the Company only has a single business segment.

SFAS  No.'s 130 and 131 are  effective  for  financial  statements  for  periods
beginning  after  December 15, 1997,  and require  comparative  information  for
earlier periods to be restated.

In February of 1998, the FASB issued Statement of Financial Accounting Standards
No.  132,  "Employers'  Disclosures  about  Pensions  and  Other  Postretirement
Benefits" (SFAS No. 132),  which supercedes SFAS No.'s 87, 88, and 106. SFAS No.
132 addresses  disclosure only and is effective for fiscal years beginning after
December 15, 1997. Restatement of disclosures for prior periods is required. The
adoption of SFAS No. 132 will have no current impact on the Company's  financial
statements,  as no  prior  disclosures  under  SFAS  No.  87,  88,  or 106  were
applicable.

In June of 1998, the FASB issued Statement of Financial Accounting Standards No.
133,  "Accounting for Derivative  Instruments and Hedging  Activities"(SFAS  No.
133).  SFAS  No.  133  addresses  the  accounting  for  derivative  instruments,
including  certain  derivative  instruments  embedded  in other  contracts,  and
hedging  activities.  SFAS No. 133 is effective  for all fiscal  quarters of all
fiscal years beginning after June 15,1999.  Initial  application of SFAS No. 133
shall be as of the  beginning  of an  entity's  fiscal  quarter,  on that  date,
hedging  relationships  shall  be  designated  anew  and  documented  under  the
provisions  of this  statement.  The  adoption  of SFAS  No.  133  shall  not be
retroactively  applied.  This statement currently has no impact on the financial
statements  of  the  Company,  as the  Company  does  not  hold  any  derivative
instruments or participate in any hedging activities.


<PAGE>


Item 2.  Management's Discussion and Analysis or Plan of Operation

Plan of Operation

The  Company  has not had  revenues  from  operations  in either of the last two
fiscal years.  The Company's plan of operation for the next twelve months is set
forth below.

Given its current cash position and resources,  the Company  anticipates that it
can satisfy its cash requirements,  at current operating levels, for a period of
approximately one year. The Company will continue to conduct  investigations and
evaluations of promising  exploration  and development  opportunities,  and will
gather  data with  respect to such  properties,  but will defer any  exploration
development or production activities pending receipt of additional financing.

The Company plans to seek to raise additional copies to fund future  exploration
and development  operations,  through joint venture type arrangements or through
the issuance of additional equity in either the private or public markets within
the next 12 months.  There can be no assurance  that the Company will be able to
obtain  any such  financing  with such time  period.  The  Company's  ability to
commence exploration or production activities,  including activities required to
maintain  its rights  under  existing  licenses  will  depend on its  ability to
promptly obtain needed funding.

The  Company  does not  anticipate  any  significant  changes  in the  number of
employees, pending receipt of additional funding and commencement of exploration
and developing activities.

Year 2000

The Year 2000 ("Y2K") problem is the result of two potential  malfunctions  that
could have an impact on systems and  equipment.  The first problem arises due to
computers  being  programmed  to use two rather  than four  digits to define the
applicable  year. The second problem arises in embedded chips,  where microchips
and  microcontrollers  have been  designed  using two rather than four digits to
define the applicable year. If uncorrected, the problem could result in computer
system and program  failures or  equipment  malfunctions  that could result in a
disruption of business operations.

To date, the Company has not completed an internal  review of its minimal number
of systems to determine major areas of exposure to Y2K issues.  The Company does
not, however, operate a significant number of computer systems and does not rely
on  computers to regulate any critical  corporate  functions.  Accordingly,  the
Company  believes that even without any  corrective  measures  being taken,  the
Company will not suffer material adverse effects from the Y2K problems. However,
there can be no assurance that the Company will not experience  loss of data and
loss of capacity  to  continue  pursuing  its  operations  if Y2K issues are not
addressed and remedied.

In addition, third parties with whom the Company interacts,  need to be surveyed
to assess Y2K compliance, or if contingency plans will become necessary. If such
third party systems are not addressed, any failure of such systems could have an
adverse effect on the Company's development and exploration activities. Inasmuch
as the Company  intends to rely  heavily on third  parties  for its  exploration
activities,  if such  third  parties'  systems  fail,  it could  have a material
adverse effect on the Company.


<PAGE>



Item 2. Management's Discussion and Analysis or Plan of Operation (continued)

Forward-Looking Statements

The  foregoing  and  subsequent  discussion  contains  certain   forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933, as
amended and  Section 21E of the  Securities  Exchange  Act of 1934,  as amended,
which are  intended to be covered by the safe  harbors  created  thereby.  These
forward-looking  statements  include the plans and  objectives of management for
future and possible further  capitalization of the Company.  The forward-looking
statements  contained  herein are based on  current  expectations  that  involve
numerous  risks  and  uncertainties.   Assumptions   relating  to  such  current
expectations  involve  judgments  with  respect to, among other  things,  future
economic,  competitive and market conditions and future business decisions,  all
of which are difficult or impossible to predict accurately and many of which are
beyond and  control of the  Company.  Although  the  Company  believes  that the
assumptions could be inaccurate and therefore there can be no assurance that the
forward-looking  statements  included  in this  Form  10-QSB  will  prove  to be
accurate.   In  light  of  the   significant   uncertainties   inherent  in  the
forward-looking  statements  included herein,  the inclusion of such information
should not be regarded as a  representation  of the Company or any other  person
that the objectives and plans of the Company will be achieved.


<PAGE>



                                PART II

Item 1.  Legal Proceedings.

      Not applicable.

Item 2.  Changes in Securities and Use of Proceeds.

      None; not applicable.


Item 3.  Defaults Upon Senior Securities.

There has been no material  default in the  payment of  principal,  interest,  a
sinking or purchase fund  installment,  or any other material  default not cured
within 30 days with respect to any  indebtedness  of the Company  exceeding five
percent (5%) of the total assets of the Company.

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

No matters were submitted to a vote of the Company's security holders during the
fiscal quarter covered by this report.

Item 5.  Other Information.

The Company has no other information to report.

Item 6.  Exhibits and Reports on Form 8-K.

(a)   Exhibits

*Exhibit 3.1    Articles of Incorporation  of the Registrant  (Filed as
                Exhibit 3.1 to the  Registrant's  Form  10-SB-A1,  Reg.  No.
                0-28184 filed May 31, 1996).

*Exhibit 3.2    Articles of  Amendment  to  Articles of  Incorporation.
                (Filed as Exhibit  3.2 to the  Registrant's  Form  10-SB-A1,
                Reg. No. 0-28184 filed May 31, 1996).

*Exhibit 3.3    Bylaws of the Registrant.  (Filed as Exhibit 3.3 to the
                Registrant's  Form 10-SB-A1  Reg. No.  0-28184 filed May 31,
                1996).

*Exhibit 3.4    Amended  Bylaws of the  Registrant.  (Filed as  Exhibit
                3.4 to the  Registrant's  Form  10-SB-A1,  Reg. No.  0-28184
                filed May 31, 1996).



<PAGE>



*Exhibit 10     Stock Purchase Agreement,  dated September 10, 1996, by
                and between Craig Carpenter,  Mason Oil Company,  Inc., Paul
                B. Ingram and John L.  Naylor.  (Filed as Exhibit 2.1 to the
                Registrant's  Form 10-QSB Reg. No.  000-28184 filed November 15,
                1996).

*Exhibit 10.1   Stock  Purchase and Sale  Agreement,  dated October 14,
                1996,  between  the  Registrant,  Paul  Ingram  and  John L.
                Naylor.  (Filed  as  Exhibit  2.2 to the  Registrant's  Form
                10-QSB Reg. No. 000-28184 filed November 15, 1996).

*Exhibit 10.2   Access  Agreement  between  Anangu  Pitjantjatjara  and
                John  Leonard and Paul Bryan  Ingram.  (Filed as Exhibit 2.5
                to the  Registrant's  Form 10-QSB,  Reg. No. 000-28184 filed
                February  21, 1997).

*Exhibit 10.3   Petroleum  Exploration  License  (PEL)  No.  61and  PEL
                Agreement.  (Filed as Exhibit 2.3 to the  Registrant's  Form
                10-QSB Reg. No. 000-28184 filed February 21, 1997).

*Exhibit 10.4   Petroleum   Exploration   License   No.   63  and   PEL
                Agreement.  (Filed as Exhibit 2.4 to the  Registrant's  Form
                10-QSB Reg. No. 000-28184 filed February 21, 1997).

*Exhibit 10.5   Joint  Venture  Agreement  between  Hemley  Exploration
                PTY.  LTD., an  Australian  corporation  and PT.PUTRA  BAKTI
                MAHKOTA, an Indonesian corporation.

*Exhibit 10.6   Subscription  Agreement and Investment  Representation,
                dated  February  28,  1997.  (Filed as  Exhibit  10.1 to the
                Registrant's  Form 10-QSB Reg. No.  000-28184  filed May 20,
                1997).

*Exhibit 10.7   Consulting  Fee  Agreement  dated  February  28,  1997.
                (Filed as a plan to the Registrant's  Registration Statement
                in Form S-8 Reg. No. 333-24467 filed April 3, 1997).

*Exhibit 10.8   Amendment No. 1 to Consulting  Fee Agreement  dated May 8,
                1997,   amending  the  Consulting  Fee  Agreement  dated
                February 28, 1997, and previously  filed with the Securities
                and  Exchange   Commission   on  a  Form  S-8   Registration
                Statement  dated March 25,  1997.  (Filed as Exhibit 10.2 to
                the  Registrant's  Form 10-QSB Reg. No.  000-28184 filed May 20,
                1997).

*Exhibit 24     Power of Attorney (Filed with the Registrants September 30, 
                1997, form 10-QSB dated November 13, 1997).

Exhibit 27      Financial Data Schedule

*Exhibits incorporated herein by reference.

      (b)  Forms 8-K filed during the last quarter.  None.


<PAGE>



                              SIGNATURES



In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

April 21, 1999                 MASON OIL COMPANY, INC.


                               /s/ Paul B. Ingram
                               Director and President