SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     of the Securities Exchange Act of 1934

For the Quarterly Period Ended:
           March 31, 1999                             Commission File No. 0-9675


                           GREAT NORTHERN GAS COMPANY
             (Exact name of registrant as specified in its charter)


           Colorado                                              38-1900351
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                             621 Seventeenth Street
                                   Suite 2150
                             Denver, Colorado 80293
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (303) 295-0938

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 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

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

                                     Shares                      As of Close of
 Title of Class                   Outstanding                      Business on

  Common Stock,
 $.01 Par Value                    3,074,690                       May 11, 1999


                    Page 1 of 9 sequentially numbered pages.

<PAGE>

                           GREAT NORTHERN GAS COMPANY




                                      INDEX




PART I.        FINANCIAL INFORMATION                                Page No. (s)
                                                                    ------------

         Balance Sheets as of March 31, 1999
         and December 31, 1998 (Unaudited)                              3-4

         Statements of Operations for the Three
         Months Ended March 31, 1999 and 1998 (Unaudited)                5

         Statements of Cash Flows for the Three Months
         Ended March 31, 1999 and 1998 (Unaudited)                       6

         Notes to Unaudited Financial Statements for the Three Months
         Ended March 31, 1999 and 1998                                   7

         Management's Discussion and Analysis of
         Financial Condition and Results of Operations                   8


PART II.       OTHER INFORMATION                                         9

               SIGNATURES                                                9


                                       2
<PAGE>


                           GREAT NORTHERN GAS COMPANY
                                 BALANCE SHEETS
                      MARCH 31, 1999 AND DECEMBER 31, 1998
                                   (UNAUDITED)



                                     ASSETS
                                     ------


                                                        March 31,   December 31,
                                                          1999          1998
                                                          ----          ----

CURRENT ASSETS:
    Cash and cash equivalents                          $1,367,363     $2,075,657
    Accounts receivable:
         Oil and gas sales                                 17,612         24,469
         Joint interest billings                          164,522        162,349
    Note receivable - related party                       400,000           --
    Other                                                   9,619          9,619
                                                       ----------     ----------
                Total current assets                    1,959,116      2,272,094
                                                       ----------     ----------


PROPERTY AND EQUIPMENT, at cost:
    Oil and gas properties, accounted for
         using the full cost method                     2,301,071      2,054,565
    Furniture, fixtures and automobile                     60,105         60,105
                                                       ----------     ----------
                                                        2,361,176      2,114,670
    Less accumulated depreciation, depletion
         and amortization                                 935,631        899,775
                                                       ----------     ----------
            Net property and equipment                  1,425,545      1,214,895
                                                       ----------     ----------

                                                       $3,384,661     $3,486,989
                                                       ==========     ==========



         The accompanying notes to unaudited financial statements are an
                       integral part of these statements.

                                       3
<PAGE>

                           GREAT NORTHERN GAS COMPANY
                           BALANCE SHEETS - CONTINUED
                      MARCH 31, 1999 AND DECEMBER 31, 1998
                                   (UNAUDITED)



                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------


                                                    March 31,       December 31,
                                                      1999             1998
                                                      ----             ----

CURRENT LIABILITIES:
    Accounts payable:
         Trade                                    $     13,198     $      6,485
         Oil and gas sales                             136,207          153,902
         Income taxes                                    2,247           10,847
         Other                                          70,579           71,704
                                                  ------------     ------------
                Total current liabilities              222,231          242,938
                                                  ------------     ------------

DEFERRED INCOME TAXES                                  171,549          201,128
                                                  ------------     ------------

STOCKHOLDERS' EQUITY:
    Common Stock, $.01 par value;
      authorized 50,000,000 shares,
      issued 3,074,690 shares at
      March 31, 1999 and 3,079,710
      shares at December 31, 1998                       30,747           30,797
    Additional paid-in-capital                      38,676,294       38,680,024
    Accumulated deficit                            (35,716,160)     (35,667,898)
                                                  ------------     ------------

            Total stockholders' equity               2,990,881        3,042,923
                                                  ------------     ------------

                                                  $  3,384,661     $  3,486,989
                                                  ============     ============





         The accompanying notes to unaudited financial statements are an
                       integral part of these statements.

                                       4
<PAGE>

                           GREAT NORTHERN GAS COMPANY
                            STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (UNAUDITED)



                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                        1999            1998
                                                        ----            ----

REVENUES:
    Oil and gas sales                               $    60,961     $   171,102
    Interest and other income                            28,631          27,059
                                                    -----------     -----------
                                                         89,592         198,161
                                                    -----------     -----------


EXPENSES:
    Lease operating                                      23,941          63,399
    Production taxes                                      4,292          13,370
    Depreciation, depletion and amortization             35,856          60,113
    General and administrative                          103,344         112,952
                                                    -----------     -----------
                                                        167,433         249,834
                                                    -----------     -----------

LOSS BEFORE INCOME TAXES                                (77,841)        (51,673)

INCOME TAX BENEFIT                                       29,579          19,636
                                                    -----------     -----------

NET LOSS                                            $   (48,262)    $   (32,037)
                                                    ===========     ===========

LOSS PER COMMON SHARE                               $      (.02)    $      (.01)
                                                    ===========     ===========

WEIGHTED AVERAGE COMMON SHARES
 OUTSTANDING                                          3,079,037       3,161,401
                                                    ===========     ===========




         The accompanying notes to unaudited financial statements are an
                       integral part of these statements.

                                       5
<PAGE>
<TABLE>
<CAPTION>

                                 GREAT NORTHERN GAS COMPANY
                                  STATEMENTS OF CASH FLOWS
                     FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                         (UNAUDITED)

                                                                  Three Months Ended March 31,
                                                                  ----------------------------
                                                                       1999          1998
                                                                       ----          ----

CASH FLOWS FROM OPERATING
 ACTIVITIES:
<S>                                                               <C>            <C>         
    Net loss                                                      $   (48,262)   $   (32,037)
    Adjustments to reconcile net earnings to net cash
     provided by (used in) operating activities:
         Depreciation, depletion and amortization                      35,856         60,113
         Decrease in accounts receivable                                4,684         47,707
         Decrease in current liabilities                              (20,707)       (90,404)
         Deferred income tax benefit                                  (29,579)       (19,636)
                                                                  -----------    -----------
            Net cash used in operating activities                     (58,008)       (34,257)
                                                                  -----------    -----------

CASH FLOWS FROM INVESTING
 ACTIVITIES:
    Issuance of note receivable to related party                     (400,000)          --
    Proceeds from sale of oil and gas properties                         --        1,136,046
    Additions to property and equipment                              (246,506)      (235,780)
    Purchase of short-term investments                                   --       (1,136,046)
                                                                  -----------    -----------
            Net cash provided by (used in) investing activities      (646,506)      (235,780)
                                                                  -----------    -----------

CASH FLOWS FROM FINANCING
 ACTIVITIES
    Repurchase of Common Stock                                         (3,780)      (286,455)
                                                                  -----------    -----------
         Net cash provided by (used in) financing activities           (3,780)      (286,455)
                                                                  -----------    -----------

DECREASE IN CASH AND
 CASH EQUIVALENTS                                                    (708,294)      (556,492)

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                                                2,075,657      1,812,386
                                                                  -----------    -----------

CASH AND CASH EQUIVALENTS AT
 END OF PERIOD                                                    $ 1,367,363    $ 1,255,894
                                                                  ===========    ===========



         The accompanying notes to unaudited financial statements are an
                       integral part of these statements.

                                       6
</TABLE>

<PAGE>

                           GREAT NORTHERN GAS COMPANY
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998


Note 1 - Financial Statements - Basis of Presentation
-----------------------------------------------------

     Great Northern Gas Company (the  "Company") is  exclusively  engaged in the
business of oil and gas exploration, development and production.

     The financial  statements included herein are unaudited.  In the opinion of
management,  such  statements  include  all  adjustments,  consisting  of normal
recurring  adjustments,  necessary  to present  fairly the  Company's  financial
position for all periods presented.

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted as permitted by the rules and  regulations of the
Securities  and  Exchange  Commission.  Although the Company  believes  that the
disclosures are adequate to make the information presented not misleading, it is
suggested  that  these  financial  statements  be read in  conjunction  with the
December 31, 1998 financial  statements and the notes thereto as reported on the
Company's Annual Report on Form 10-KSB.

     Results of  operations  for the three month period ended March 31, 1999 are
not necessarily indicative of the results to be expected for the full year.

Note 2 - Income Taxes
---------------------

     The Company's net deferred tax liability at March 31, 1999 and December 31,
1998  primarily  relates  to book basis  being in excess of tax basis  partially
offset by loss carryforwards.

Note 3 - Sale of Properties
---------------------------

     On March 13, 1998 , the Company  closed on the sale of its  interest in all
the Haybarn  properties  in Freemont  County,  Wyoming.  These  properties  were
acquired  in June of  1997.  These  properties  were  sold for  $1,136,046.  The
proceeds have been recorded as a reduction of the full cost pool.

Note 4 - Repurchase of Common Stock
-----------------------------------

     During the first  quarter of 1999 the Company  repurchased  5,020 shares of
the Company's Common Stock. The shares were retired.


                                       7
<PAGE>

                           GREAT NORTHERN GAS COMPANY
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998


Note 5 - Issuance of Short Term Note to Related Party
-----------------------------------------------------

     During the first  quarter of 1999 the Company  issued a short term interest
bearing  note  to one of the  officers  of the  Company.  The  interest  rate is
variable as published by Merrill Lynch.


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Liquidity and Capital Resources
-------------------------------

     At March 31, 1999 the Company had working capital of $1,736,885 compared to
working  capital of  $2,029,156  at December 31,  1998.  The decrease in working
capital is primarily related to the additions to property and equipment and also
the decreased revenues generated by oil and gas sales.

     Net cash used in  operating  activities  was  $458,000  for the first three
months of 1999 compared to net cash used in operating  activities of $34,257 for
the comparable  period of 1998.  Such change is primarily due to the issuance of
the short term note and also the reduction in oil and gas revenues.

Analysis of Results of Operations
---------------------------------

     The  $60,961  in oil and gas sales for the  first  three  months of 1999 is
$110,141  less  than for the same  period in 1998  primarily  due to the sale of
Haybarn and East Plateau  properties in 1998. Lease operating  expenses are less
than 1998 also mainly due to the sale of Haybarn and East Plateau  properties in
1998. General and  administrative  expenses for the three months ended March 31,
1999  decreased  compared  to the same  period in 1998 mainly due to bonuses and
audit expenses paid in 1998.

Management's Assessment of Year 2000 Issues
-------------------------------------------

     The  Company  is  aware of and has  evaluated  the Year  2000  issues.  The
Company's  own  systems  are  compliant  with Year 2000.  The  Company  has also
confirmed with outside sources of their Year 2000 readiness.


                                       8
<PAGE>

                           PART II - OTHER INFORMATION



Items 1 thru 5 not applicable.

Item 6 - Exhibits and Reports on Form 8-K

     None.



                                   SIGNATURES

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


                                             GREAT NORTHERN GAS COMPANY
                                             (Registrant)



Dated:  May 13, 1999                         By: /s/ Frank S. DiGrappa
        -------------                           --------------------------------
                                                  Frank S. DiGrappa
                                                  Chairman of the Board,
                                                  and Treasurer



Dated:  May 13, 1999                         By: /s/ Thomas L. DiGrappa
        -------------                           --------------------------------
                                                  Thomas L. DiGrappa
                                                  President and Chief
                                                  Operating Officer