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, 2000                                 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 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                 3,072,690                       May 4, 2000








                    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, 2000
         and December 31, 1999 (Unaudited)                             3-4

         Statements of Operations for the Three
         Months Ended March 31, 2000 and 1999 (Unaudited)               5

         Statements of Cash Flows for the Three Months
         Ended March 31, 2000 and 1999 (Unaudited)                      6

         Notes to Unaudited Financial Statements for
         the Three Months Ended March 31, 2000 and 1999                 7

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


PART II. OTHER INFORMATION                                              9

         SIGNATURES                                                     9


                                     Page 2

<PAGE>



                           GREAT NORTHERN GAS COMPANY
                                 BALANCE SHEETS
                                   (UNAUDITED)



                                     ASSETS


                                                        March 31,   December 31,
                                                          2000          1999
                                                       ----------   ------------
CURRENT ASSETS:
    Cash and cash equivalents                          $1,273,357     $1,516,081
    Trading securities                                    219,832           --
    Accounts receivable:
         Oil and gas sales                                 35,055         43,836
         Joint interest billings                            4,575          4,336
         Affiliate                                          1,103          1,103
    Other                                                   9,619          9,619
                                                       ----------     ----------
                Total current assets                    1,543,541      1,574,975
                                                       ----------     ----------


PROPERTY AND EQUIPMENT, at cost:
    Oil and gas properties, accounted for
         using the full cost method                     2,577,292      2,546,038
    Furniture, fixtures and automobile                     35,433         35,433
                                                       ----------     ----------
                                                        2,612,725      2,581,471
    Less accumulated depreciation, depletion
         and amortization                               1,042,461      1,013,993
                                                       ----------     ----------
            Net property and equipment                  1,570,264      1,567,478
                                                       ----------     ----------

                                                       $3,113,805     $3,142,453
                                                       ==========     ==========







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

                                     Page 3
<PAGE>



                           GREAT NORTHERN GAS COMPANY
                           BALANCE SHEETS - CONTINUED

                                   (UNAUDITED)



                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                    March 31,       December 31,
                                                      2000             1999
                                                  ------------     ------------
CURRENT LIABILITIES:
    Accounts payable:
         Oil and gas sales                        $    149,625     $    124,360
         Income taxes                                    5,856           64,886
         Other                                           5,995            9,667
                                                  ------------     ------------
                Total current liabilities              161,476          198,913
                                                  ------------     ------------

DEFERRED INCOME TAXES                                   88,318           84,978
                                                  ------------     ------------

STOCKHOLDERS' EQUITY:
    Common Stock, $.01 par value;
      authorized 50,000,000 shares,
      issued 3,072,690 shares at
      March 31, 2000 and December 31, 1999              30,727           30,727
    Additional paid-in-capital                      38,674,814       38,674,814
    Accumulated deficit                            (35,841,530)     (35,846,979)
                                                  ------------     ------------

            Total stockholders' equity               2,864,011        2,858,562
                                                  ------------     ------------

                                                  $  3,113,805     $  3,142,453
                                                  ============     ============





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


<PAGE>

                           GREAT NORTHERN GAS COMPANY
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



                                                    Three Months Ended March 31,
                                                        2000           1999
                                                    -----------     -----------
REVENUES:
    Oil and gas sales                               $   119,621     $    60,961
    Interest and other income                            78,118          28,631
    Unrealized gain on trading securities                11,640            --
                                                    -----------     -----------
                                                        209,379          89,592
                                                    -----------     -----------


EXPENSES:
    Lease operating                                      62,000          23,941
    Production taxes                                      2,624           4,292
    Depreciation, depletion and amortization             28,468          35,856
    General and administrative                          107,497         103,344
                                                    -----------     -----------
                                                        200,589         167,433
                                                    -----------     -----------

EARNINGS (LOSS) BEFORE INCOME TAXES                       8,790         (77,841)

INCOME TAX (EXPENSE) BENEFIT                             (3,340)         29,579
                                                    -----------     -----------

NET EARNINGS (LOSS)                                 $     5,450     $   (48,262)
                                                    ===========     ===========

BASIC EARNINMGS PER SHARE OF COMMON STOCK           $      --       $      (.02)
                                                    ===========     ===========

WEIGHTED AVERAGE COMMON SHARES
 OUTSTANDING                                          3,072,690       3,079,037
                                                    ===========     ===========





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

                                     Page 5
<PAGE>
<TABLE>
<CAPTION>

                                        GREAT NORTHERN GAS COMPANY
                                         STATEMENTS OF CASH FLOWS
                                               (UNAUDITED)

                                                                           Three Months Ended March 31,
                                                                            2000                    1999
                                                                         -----------             -----------
<S>                                                                       <C>                     <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES:
    Net Earnings (Loss)                                                  $     5,450             $   (48,262)
    Adjustments to reconcile net earnings to net cash
    provided by (used in) operating activities:
         Depreciation, depletion and amortization                             28,468                  35,856
         Decrease in accounts receivable                                       8,542                   4,684
         Decrease in current liabilities                                     (37,437)                (20,707)
         Deferred income tax expense (benefit)                                 3,340                 (29,579)
         Purchase of trading securities                                     (219,832)                   --
                                                                         -----------             -----------

            Net cash used in operating activities                           (211,469)                (58,008)
                                                                         -----------             -----------

CASH FLOWS FROM INVESTING
 ACTIVITIES:
    Issuance of note receivable to related party                                --                  (400,000)
    Additions to property and equipment                                      (31,255)               (246,506)
                                                                         -----------             -----------

            Net cash used in investing activities                            (31,255)               (646,506)
                                                                         -----------             -----------

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

DECREASE IN CASH AND
 CASH EQUIVALENTS                                                           (242,724)               (708,294)

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                                                       1,516,081               2,075,657
                                                                         -----------             -----------

CASH AND CASH EQUIVALENTS AT
 END OF PERIOD                                                           $ 1,273,357             $ 1,367,363
                                                                         ===========             ===========



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

</TABLE>
                                                         Page 6
<PAGE>



                           GREAT NORTHERN GAS COMPANY
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999


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 and results of operations 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, 1999 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, 2000 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, 2000 and December 31,
1999  primarily  relates  to book basis  being in excess of tax basis  partially
offset by loss carryforwards.










                                     Page 7
<PAGE>

                           GREAT NORTHERN GAS COMPANY
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999


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

     At March 31, 2000 the Company had working capital of $1,382,065 compared to
working capital of $1,376,062 at December 31, 1999.

         Net cash used in operating  activities was $211,469 for the first three
months of 2000  compared  to $58,008  for the  comparable  period of 1999.  Such
change is primarily due to the purchase of trading securities.

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

     The  $119,621  in oil and gas sales for the first  three  months of 2000 is
$58,660 more than for the same period in 1999  primarily due to the the purchase
of the Manta oil producing prospect in 1999 and a significant  increase in price
received for oil. Lease operating expenses are more than 1999 also mainly due to
the purchase of the Manta Prospect in 1999. Other income has increased over 1999
due  to  an  adjustment   relative  to  the  East  Plateau  and  Rangely  sales.
Depreciation,  depletion,  and  amortization  have  decreased  due to an overall
decline in quantities of oil and gas sold.




                                     Page 8
<PAGE>





                           PART II - OTHER INFORMATION



Items 1 through 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 11, 2000                   By:  /s/  Frank S. DiGrappa
        ------------                        ------------------------------------
                                                 Frank S. DiGrappa
                                                 Chairman of the Board,
                                                 and Treasurer



Dated:  May 11, 2000                   By:  /s/  Thomas L. DiGrappa
        ------------                        ------------------------------------
                                                 Thomas L. DiGrappa
                                                 President and Chief
                                                 Operating Officer



                                     Page 9