UNITED STATES

                       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 June 30, 1998


                         Commission file number 0-19766


                          HOME-STAKE OIL & GAS COMPANY
        (Exact name of small business issuer as specified in its charter)


              Oklahoma                                    73-0288030
    (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                   Identification No.)


                         15 East 5th Street, Suite 2800
                              Tulsa, Oklahoma 74103
                    (Address of principal executive offices)


                                 (918) 583-0178
                         (Registrant's telephone number)

                        The Home-Stake Oil & Gas Company
                   (Former name, if changed since last report)


     Check whether the issuer (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 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


     The number of shares  outstanding of the Registrant's  common stock, all of
which  comprise a single class with $ .01 par value,  as of July 30,  1998,  the
latest practicable date, was 4,517,363.



                                      - 1 -

<PAGE>



                          HOME-STAKE OIL & GAS COMPANY

                                   FORM 10-QSB
                                  JUNE 30, 1998

                                TABLE OF CONTENTS

                                                                       Page
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

        Condensed Balance Sheets - June 30, 1998 
          and December 31, 1997.........................................   4

        Condensed Statements of Income and Retained
          Earnings - six months ended 
          June 30, 1998 and 1997 ......................................    5

        Condensed Statements of Income and Retained
          Earnings - three months ended 
          June 30, 1998 and 1997 ......................................    6

        Condensed Statements of Cash Flows - 
          six months ended June 30, 1998 and 1997 .....................    7

        Notes to Condensed Financial Statements .......................    8

Item 2. Management's Discussion and Analysis of   
          Financial Condition and
          Results of Operations ......................................    11


PART II - OTHER INFORMATION

Item 1. Legal Proceedings ............................................    14

Item 2. Changes in Securities and Use of Proceeds ....................    14

Item 3. Defaults upon Senior Securities ..............................    14

Item 4. Submission of Matters to a Vote of Security Holders ..........    14

Item 5. Other Information ............................................    14

Item 6. Exhibits and Reports on Form 8-K .............................    14

SIGNATURES ...........................................................    16


                                      - 2 -

<PAGE>



                         PART I - FINANCIAL INFORMATION

                          Item 1. Financial Statements.

                                      - 3 -

<PAGE>



                          HOME-STAKE OIL & GAS COMPANY
                            CONDENSED BALANCE SHEETS
                                   (Unaudited)



                                     ASSETS

                                                   June 30,        December 31,
                                                     1998              1997
                                                     ----              ----
Current assets:
  Cash and cash equivalents.................... $      987,949   $    1,507,782
  Accounts receivable..........................      1,147,914        1,730,114
                                                --------------
  Prepaid expenses.............................        654,487          188,461
                                                --------------   --------------
         Total current assets..................      2,790,350        3,426,357

Property and equipment, at cost:...............     48,253,185       40,624,204
    Less accumulated depreciation, 
     depletion and amortization................     16,990,696       15,613,520
                                                --------------   --------------
         Net property and equipment............     31,262,489       25,010,684

Other assets...................................        233,446          246,918
                                                --------------   --------------
                                                $   34,286,285   $   28,683,959
                                                ==============   ==============




                      LIABILITIES AND STOCKHOLDERS' EQUITY


Current liabilities:
  Accounts payable and accrued liabilities..... $      740,597   $    1,517,932
  Income taxes payable.........................          8,507           92,822
  Current note payable (Note 3)................      1,320,000                -
                                                --------------   --------------
         Total current liabilities.............      2,069,104        1,610,754

Long-term note payable (Note 3)................      4,950,000                -

Deferred income taxes..........................      5,238,515        5,207,548

Stockholders' equity:
  Preferred stock, $1 par value -
    2,000,000  shares  authorized; none issued 
  Common stock,  $ .01 par value -
    12,000,000 shares authorized,
    4,517,363 shares issued....................         45,174           45,174
  Additional paid-in capital...................     15,460,621       15,460,621
  Retained earnings............................      6,522,871        6,359,862
                                                --------------   --------------
         Total stockholders' equity............     22,028,666       21,865,657
                                                --------------   --------------
                                                $   34,286,285   $   28,683,959
                                                ==============   ==============

                             See accompanying notes.

                                      - 4 -

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                          HOME-STAKE OIL & GAS COMPANY
                         CONDENSED STATEMENTS OF INCOME
                              AND RETAINED EARNINGS
                     Six months ended June 30, 1998 and 1997
                                   (Unaudited)



                                                     1998              1997
                                                     ----              ----

Revenues:
  Oil and gas sales............................ $    5,115,677   $    3,819,939
  Gain on sales of assets......................         14,126           99,708
  Income from equity affiliates................              -          271,139
  Other income.................................        159,428          160,822
                                                --------------   --------------
                                                     5,289,231        4,351,608

Costs and expenses:
  Production...................................      1,672,034        1,085,010
  Exploration..................................        153,286          417,262
  General and administrative...................      1,283,730          539,933
  Depreciation, depletion and amortization.....      1,423,800          676,166
  Interest.....................................        131,961           36,086
  Property and other taxes.....................        123,389           87,197
                                                --------------   --------------
                                                     4,798,200        2,841,654
                                                --------------   --------------

Income before provision for income taxes.......        491,031        1,509,954

Provision for income taxes:
  Current......................................        116,360          237,010
  Deferred.....................................         30,967          181,806
                                                --------------   --------------
                                                       147,327          418,816
                                                --------------   --------------
Net income.....................................        343,704        1,091,138

Retained earnings at beginning of year.........      6,359,862        4,385,862

Cash dividends ($ .04 per share)...............       (180,695)        (125,654)
                                                --------------   --------------

Retained earnings at end of period............. $    6,522,871   $    5,351,346
                                                ==============   ==============

Weighted average number of common shares 
     outstanding:
  Basic........................................      4,517,363        3,396,857
                                                ==============       ==========
  Diluted......................................      4,772,613              n/a
                                                ==============

Net income per common share:  
  Basic........................................          $ .08            $ .32
                                                         =====            =====
  Diluted......................................          $ .07              n/a
                                                         =====
                             See accompanying notes.

                                      - 5 -

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                          HOME-STAKE OIL & GAS COMPANY
                         CONDENSED STATEMENTS OF INCOME
                              AND RETAINED EARNINGS
                    Three months ended June 30, 1998 and 1997
                                   (Unaudited)



                                                     1998              1997
                                                     ----              ----

Revenues:
  Oil and gas sales............................ $    2,790,758   $    1,581,920
  Gain on sales of assets......................         14,126                -
  Income from equity affiliates................              -           80,839
  Other income.................................         63,440           79,060
                                                --------------   --------------
                                                     2,868,324        1,741,819

Costs and expenses:
  Production...................................        758,901          449,064
  Exploration..................................        129,727          201,962
  General and administrative...................        657,161          281,189
  Depreciation, depletion and amortization.....        746,800          338,083
  Interest.....................................        130,374            9,353
  Property and other taxes.....................         72,567           54,754
                                                --------------   --------------
                                                     2,495,530        1,334,405
                                                -------------    --------------

Income before provision for income taxes.......        372,794          407,414

Provision for income taxes:
  Current......................................        111,072           80,965
  Deferred.....................................          7,641            2,780
                                                --------------   --------------
                                                       118,713           83,745
                                                --------------   --------------
Net income.....................................        254,081          323,669

Retained earnings at beginning of period.......      6,359,138        5,090,504

Cash dividends ($ .02 per share)...............        (90,348)         (62,827)
                                                --------------   --------------

Retained earnings at end of period............. $    6,522,871   $    5,351,346
                                                ==============   ==============

Weighted average number of common shares 
     outstanding:
  Basic........................................      4,517,363        3,396,857
                                                ==============   ==============
  Diluted......................................      4,772,613              n/a
                                                ==============

Net income per common share:
  Basic........................................          $ .06            $ .10
                                                         =====            =====
  Diluted......................................          $ .05              n/a
                                                         =====

                             See accompanying notes.

                                      - 6 -

<PAGE>



                          HOME-STAKE OIL & GAS COMPANY
                       CONDENSED STATEMENTS OF CASH FLOWS
                     Six months ended June 30, 1998 and 1997
                                   (Unaudited)



                                                     1998             1997
                                                     ----             ----

Operating activities:
  Oil and gas sales, net of production taxes... $    5,068,684   $    3,634,659
  Other........................................        159,428          160,822
                                                --------------   --------------
                                                     5,228,112        3,795,481

  Cash paid to suppliers and employees.........      3,425,486        1,354,813
  Interest paid................................        131,961           36,086
  Property and other taxes.....................        123,389           87,197
  Income taxes paid............................        219,483          174,470
                                                --------------   --------------
                                                     3,900,319        1,652,566
                                                --------------   --------------
    Net cash provided by operating activities..      1,327,793        2,142,915


Investing activities:
  Proceeds from sales of property and equipment         36,261          329,391
  Acquisition of property and equipment........     (7,979,279)        (908,835)
  Dividends from equity affiliate..............              -           30,337
                                                --------------   --------------
    Net cash used in investing activities......     (7,943,018)        (549,107)


Financing activities:
  Loan proceeds................................      6,600,000                -
  Note payments................................       (330,000)      (1,366,035)
  Cash dividends paid..........................       (174,608)        (127,456)
                                                --------------   --------------
    Net cash provided by (used in) 
     financing activities......................      6,095,392       (1,493,491)
                                                --------------   --------------

Net increase (decrease) in cash and 
     cash equivalents........................         (519,833)         100,317

Cash and cash equivalents
     at beginning of year....................        1,507,782          626,864
                                                --------------   --------------

Cash and cash equivalents at end of period...   $      987,949   $      727,181
                                                ==============   ==============

                             See accompanying notes.

                                      - 7 -

<PAGE>



                          HOME-STAKE OIL & GAS COMPANY
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

Description of business

Home-Stake Oil & Gas Company ("HSOG" or the "Company") is an independent oil and
gas producer actively engaged in the acquisition,  exploration,  development and
production of oil and gas  properties.  Oil and gas  exploration  and production
activities are subject to numerous risks inherent in the business. These include
the volatility of oil and gas prices,  environmental  concerns and  governmental
regulations,  general  business risks and hazards  involving the acquisition and
operation  of oil and gas  properties,  the  ability  to  continue  to find  new
reserves to replace those being  depleted and the highly  competitive  nature of
the business.  Its principal geographic operating areas lie within the states of
Oklahoma, Montana and Texas.

Note 1 - General

The unaudited financial  information provided in this report includes all normal
recurring  adjustments  which are, in the opinion of  management,  necessary  to
fairly present the financial  position,  results of operations and cash flows of
the Company.  Certain information and footnote  disclosures normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles  have been  omitted  or  condensed.  The  Company  believes  that the
disclosures   herein  are  adequate  to  make  the  information   presented  not
misleading;  however,  these financial  statements should be read in conjunction
with the audited financial  statements and related notes thereto included in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1997.

The results for interim periods are not  necessarily  indicative of trends or of
results to be expected for the full year.

Note 2 - Merger and pro forma financial information

On  March  31,  1998,  the  Company  purchased  certain  natural  gas  producing
properties from Sid R. Bass, Inc. et al (the "Bass  Properties")  for a purchase
price  of  approximately  $6.6  million,  subject  to  certain  adjustments  for
operations  subsequent  to January 1, 1998.  The second  quarter 1998  condensed
financial  statements include the 1998 operating results of the Bass Properties.
The following pro forma financial  information  reflects the combined historical
amounts  of the  Company  and the  Bass  Properties  as if the  acquisition  had
occurred on January 1, 1997:


                                                         Six months ended
                                                         ----------------
                                                 June 30, 1998    June 30, 1997
                                                 -------------    -------------

Revenue........................................  $   5,485,474    $   4,787,576
Income before provision for income taxes.......        456,093        1,439,280
Net income.....................................        319,249        1,045,293
Basic net income per share.....................           0.07             0.31



On December 31, 1997, The  Home-Stake  Royalty  Corporation  ("HSRC") was merged
with and into the Company.  This  transaction  was accounted for by the purchase
method of accounting for business combinations. The merged companies adopted the
name of HSOG,  which  was  deemed  to be the  purchased  entity  for  accounting
purposes since the former HSRC  stockholders  received  approximately 61% of the
merged entity's common stock. Accordingly, the condensed statement of income and
retained  earnings and  statement  of cash flows for the periods  ended June 30,
1997,  have been restated to reflect the historical  operations of HSRC prior to
the merger.  The balance sheets at June 30, 1998 and December 31, 1997,  reflect
the assets and liabilities of the merged entities.  All references to the number
of shares and per share amounts reflect the historical shares of HSRC,  adjusted
for the 48.66 exchange ratio.

                                      - 8 -

<PAGE>



                          HOME-STAKE OIL & GAS COMPANY
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 2 - Merger and pro forma financial information (continued)

Since the  merger of the  Company  and HSRC was  accounted  for by the  purchase
method of  accounting,  the  accompanying  1997 statement of income and retained
earnings does not include any revenues or expenses of the former HSOG. Following
is summarized  pro forma 1997  information  for the six months and quarter ended
June 30, 1997,  assuming the  acquisition  had occurred on January 1, 1997. This
pro forma  information  reflects  the  combined  historical  amounts for the two
companies,  adjusted to eliminate  the income and  amortization  of each company
related  to its  ownership  in the other,  and the  increases  in  depreciation,
depletion  and  amortization  and income taxes  related to the merger.  Such pro
forma  information  is not intended to be  indicative  of the actual  results of
operations had the transaction occurred on the date indicated.



                                                     Six              Three
                                                    Months            Months
                                                    Ended             Ended
                                                   June 30,          June 30,
                                                     1997              1997
                                                  ---------         ---------
Revenues:
  Oil and gas sales............................ $   7,440,392    $    3,065,660
  Gain on sales of assets......................       199,416                 -
  Other........................................       302,325           150,790
                                                -------------    --------------
                                                    7,942,133         3,216,450
Costs and expenses:
  Production...................................     2,158,521           891,298
  Exploration..................................       727,047           368,372
  General and administrative...................     1,076,773           560,663
  Depreciation, depletion and amortization.....     1,336,548           647,759
  Interest.....................................       182,004            73,286
  Property and other taxes.....................       158,400            94,705
                                                -------------    --------------
                                                    5,639,293         2,636,083
Income before income tax.......................     2,302,840           580,367
Income tax expense.............................       798,083           201,135
                                                -------------    --------------
Net income..................................... $   1,504,757    $      379,232
                                                =============    ==============

Weighted average number of shares outstanding..     4,517,363         4,517,363
                                                =============    ==============
Basic net income per share.....................         $ .33             $ .08
                                                        =====             =====

                                      - 9 -

<PAGE>


                          HOME-STAKE OIL & GAS COMPANY
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 3 - Note payable

The note  payable  at June 30,  1998,  represents  the  amounts  due  under  the
Company's  financing agreement which is due May 1, 2000 and provides for monthly
maturities of $110,000, plus interest at bank prime less 1/2 %. In addition, the
Company has a line of credit in the amount of $5,000,000  available until May 1,
1999  which  provides  for  monthly  payments  of  interest  on the  outstanding
borrowings  at bank prime less 1%. In connection  with this line of credit,  the
Company  pays a  commitment  fee of one-half of one per cent (1/2%) per annum on
the unused portion of the line.

This note and the line of credit described above are  collateralized  by certain
of the Company's producing properties.

Note 4 - Stock options and net income per share

On February 12, 1998, the Board of Directors  granted qualified stock options in
varying amounts to all employees totaling 155,250 shares. Such options vest over
a 5-year period.  In addition,  there were  non-qualified  options issued to all
outside  directors in the aggregate  amount of 100,000 shares that are currently
exercisable.  The  options  have an  exercise  price of $4.50  per  share  which
approximated the fair value of the Company's stock at the date of grant.

In accordance with Statement of Financial Accounting Standards No. 128, "Earning
per  Share",  net income per common  share is computed  using two  calculations;
basic net income per share and  diluted  income per share.  Basic net income per
common share is  calculated  based on the weighted  average  shares  outstanding
during the period.  Diluted net income per common share is  calculated  based on
the weighted  average  shares  outstanding  including  stock  options  which are
dilutive.

Note 5 - Contingencies

The Company is involved in various legal actions arising in the normal course of
business. In the opinion of management,  the Company's  liabilities,  if any, in
these  matters  will not  have a  material  effect  on the  Company's  financial
position, results of operations or cash flows.



                                     - 10 -

<PAGE>



Item 2.   Management's Discussion and Analysis of 
          Financial Condition and Results of Operations.

General

As further described in Note 2 to the unaudited condensed financial  statements,
on December 31, 1997, The  Home-Stake  Royalty  Corporation  ("HSRC") was merged
with and into the Company.  This  transaction  was accounted for by the purchase
method of accounting for business combinations,  with the merged entity adopting
the name of Home-Stake  Oil & Gas Company,  which was deemed to be the purchased
entity for accounting purposes.  Accordingly, the condensed statements of income
included  herein reflect the  historical  results of operations of HSRC for 1997
and the results of operations of the merged entities for 1998.

Results of  Operations - First six months of 1998 compared with first six months
of 1997

Net income for the six months ended June 30 decreased  $747,434 from  $1,091,138
in 1997 to $343,704 in 1998.  The  principal  reasons for this  decrease  are as
follows:

Oil  sales  increased  $329,707  (14%) in 1998.  The  Company's  oil  production
increased from 114,348 barrels in 1997 to 193,021 barrels in 1998. This increase
is  partially  offset by a decrease  in the  average  oil price from  $20.06 per
barrel in 1997 to $13.59 per barrel in 1998. The increased  production volume is
primarily  attributable to the merger with HSRC, partially offset by the sale in
late 1997 of the Company's interest in the Countyline Unit.

Gas sales  increased  60%  ($914,977),  primarily  due to the  increase in sales
volumes.  Gas production  increased from 624,695 mcf in 1997 to 1,108,472 mcf in
1998, primarily as a result of the merger and the additional production provided
by the Bass  Properties  which were  purchased  March 31,  1998.  This  increase
however,  was partially  offset by lower average gas prices which decreased from
$2.44 in 1997 to $2.20 in 1998.

Income from  equity  affiliates  decreased  $271,139.  As  described  above,  on
December 31, 1997, HSRC was merged with and into HSOG. Consequently, there is no
comparable 1998 amount.

Production expenses increased  $587,024,  due primarily to the $519,351 increase
in  lease  operating  expenses  resulting  from  the  merger.  Production  taxes
increased $67,673 as a result of the higher product sales described above.

Exploration costs decreased  $263,976 in 1998. Dry hole costs decreased $269,882
in 1998 due to a lower  incidence  of dry holes.  This  decrease  was  partially
offset by a modest  increase in condemned  and  abandoned  property  expenses of
$5,906 in 1998.

General and administrative expenses increased $753,797, from $539,933 in 1997 to
$1,293,730  in 1998.  The  primary  reason for this  increase  is the merger and
higher  personnel  costs.  1998  expense  also  includes  approximately  $62,800
attributable to the merger, whereas 1997 included only $20,100.

Depreciation,  depletion and amortization  increased $747,634.  This increase is
directly  attributable  to the increase in property and equipment  following the
merger.

Interest  expense  increased  $95,875 in 1998.  1997 expense  included  interest
attributable to certain  outstanding  bank debt retired during the first quarter
of 1997. 1998 expense includes  interest on the March 31, 1998 bank loan wherein
the Company  borrowed $6.6 million to finance the purchase of certain  producing
gas properties from Sid R. Bass, Inc. et al.

Results of Operations - Second quarter 1998 compared with second quarter 1997

Net income for the second  quarter  decreased  $69,588 from  $323,669 in 1997 to
$254,081 in 1998. The principal reasons for this decrease are as follows:

Oil sales increased $435,119 (44%). The Company's oil production  increased from
53,620 barrels in 1997 to 106,289  barrels in 1998.  This increase was partially
offset by a decrease  in the average oil price from $18.50 per barrel in 1997 to

                                     - 11 -

<PAGE>



$13.42  per  barrel  in 1998.  The  increased  production  volume  is  primarily
attributable to the merger with HSRC,  partially offset by the sale in late 1997
of the Company's interest in the Countyline Unit.

Gas sales  increased  126%  ($746,227),  primarily  due to the increase in sales
volumes.  Gas  production  increased  from 324,807 mcf in 1997 to 567,869 mcf in
1998, primarily as a result of the merger and the additional production provided
by the Bass  Properties  which were purchased  March 31, 1998. This increase was
coupled  with higher  average gas prices which  increased  from $1.82 in 1997 to
$2.35 in 1998.

Income from equity affiliates decreased $80,839. As described above, on December
31,  1997,  HSRC  was  merged  with  and into  HSOG.  Consequently,  there is no
comparable 1998 amount.

Production expenses increased  $309,837,  due primarily to the $236,869 increase
in  lease  operating  expenses  resulting  from  the  merger.  Production  taxes
increased $72,968 as a result of the higher product sales described above.

Exploration costs decreased $72,235 in 1998. Dry hole costs decreased $91,442 in
1998 due to a lower incidence of dry holes.  This decrease was partially  offset
by an increase of $19,207 in condemned and abandoned property expenses.

General and administrative expenses increased $375,972, from $281,189 in 1997 to
$657,161 in 1998.  The  primary  reason for this  increase  is the merger.  1998
expense also includes higher personnel costs.

Depreciation,  depletion and amortization  increased $408,717.  This increase is
directly  attributable  to the increase in property and equipment  following the
merger.

Interest expense  increased  $121,021 in 1998. In 1997 there were no outstanding
bank loans  during the second  quarter.  1998 expense  includes  interest on the
March 31, 1998 bank loan  wherein the Company  borrowed  $6.6 million to finance
the purchase of certain producing gas properties from Sid R. Bass, Inc. et al.

Financial Condition and Liquidity

The Company's operating activities have traditionally been self-financed through
internally  generated cash flows.  The principal use of cash flows has generally
been to fund the Company's  exploration  and  production  activities and for the
payment of dividends to  stockholders.  The use of borrowed  funds has generally
been limited to the acquisition of producing oil and gas properties where future
revenues from such purchases are expected to fund the debt.

As a result of the depressed product prices, the Company has reduced its capital
budget  for 1998 to $2  million.  During  the first  six  months of the year the
Company had capital  expenditures of approximately  $1.3 million and has current
drilling  commitments  of  approximately  $1.5 million,  extending into 1999. In
addition,  during the first quarter the Company acquired  certain  producing gas
properties  at a cost of $6.6  million.  The Company is  continuing  to actively
pursue other opportunities for the acquisition of producing  properties whenever
possible.

Product  prices  have  remained  depressed  throughout  the year.  Despite  this
situation,  the Company  expects to finance its  budgeted  1998  operations  and
drilling through internally generated cash flows. In addition, the Company has a
$5 million line of credit  available  until May 1, 1999.  There are currently no
advances under this line.

The Company has  substantially  completed  addressing  its "Year 2000"  problem.
There was no disruption of operations or business  activities  while  addressing
the  situation  and the Company did not incur any  significant  expenses in this
regard. Due to the nature of the Year 2000 problem, however, no assurance can be
given that all issues have been or will be identified and that all third-parties
that affect the Company's business will be Year 2000 compliant.

Forward-Looking Statements

Certain  statements  included in this report which are not historical  facts are
"forward-looking  statements",  including statements with respect to oil and gas
reserves,  the  number  and  anticipated  costs of wells to be  drilled,  future
capital expenditures (including the amount and nature thereof), anticipated date
of  repayment  of bank  debt  and  other  such  matters.  These  forward-looking

                                     - 12 -

<PAGE>



statements are based on current expectations, estimates, assumptions and beliefs
of  management;  and  words  such  as  "expects",   "believes",   "anticipates",
"intends",  "plans"  and similar  expressions  are  intended  to  identify  such
forward-looking  statements.  These forward-looking statements involve risks and
uncertainties, including, but not limited to: dependence upon the prices for oil
and natural gas which prices are subject to significant fluctuations in response
to  relatively  minor  changes in supply and  demand for such  products,  market
uncertainty, political conditions in oil producing regions, domestic and foreign
government  regulations,  the price and availability of alternative  fuels and a
variety  of  other  factors;  competition  in the  acquisition  of oil  and  gas
properties and the development, production and marketing of oil and natural gas;
operating  hazards  typically  associated  with  the  exploration,  development,
production and  transportation of oil and natural gas; federal,  state and local
laws relating to the exploration,  development,  production and marketing of oil
and natural gas, including environmental and safety matters; changes in laws and
regulations;  and other  factors,  most of which are beyond  the  control of the
Company. Accordingly, actual results and developments may differ materially from
those  expressed  in the  forward-looking  statements.  The  Company  assumes no
obligation  to update  publicly  any  forward-looking  statements,  whether as a
result of new information, future events or otherwise.


                                     - 13 -

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                           Part II. Other Information

Item 1.   Legal Proceedings.

          None.

Item 2.   Changes in Securities and Use of Proceeds.

          None.

Item 3.   Defaults Upon Senior Securities.

          None.

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

          The  Annual  Meeting  of the  Company's  stockholders  was held in the
          offices of the Company on June 1, 1998 for the purpose of electing two
          directors  whose terms were  expiring  and  considering  a proposal to
          change the name of the  Company  such that the word "The" was  removed
          from the beginning.  The nominees for Director were L.W.  Allegood and
          Larry  F.  Grindstaff.  Both  nominees  proposed  by  management  were
          reelected for terms expiring in 2001,  with each  receiving  2,845,538
          votes for and 8,712 votes withheld. The continuing Directors are Chris
          K.  Corcoran,  Ronald O.  Gutman,  Joseph J.  McCain,  Jr.,  I. Wistar
          Morris, III and Robert C. Simpson.

          The  proposal  to  change  the  Company's  name was also  approved  by
          stockholders  with a vote of 2,852,343  votes for the  proposal,  none
          against and 1,907 abstentions. There were no broker non-votes.

Item 5.   Other Information.

          As set forth in the  Company's  Proxy  Statement  for its 1998  Annual
          Meeting of Stockholders,  stockholder  proposals submitted pursuant to
          Rule 14a-8 under the Securities  Exchange Act of 1934 for inclusion in
          the  Company's   proxy   material  for  its  1999  Annual  Meeting  of
          Stockholders  must be received  by the Company no later than  December
          18,  1998.  Any  stockholder  who intends to present a proposal at the
          Company's  1999  Annual  Meeting  of  Stockholders  and has not sought
          inclusion of the proposal in the Company's proxy materials pursuant to
          Rule 14a-8,  must provide the Company with notice of such  proposal no
          later than April 2, 1999.

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

          (a)  Exhibits.

          The following documents are included as exhibits to this Form 10-QSB.

          Exhibit
          Number    Description

            3.1     Amended and Restated Certificate of Incorporation
                    of the Company.

             27     Financial Data Schedule.





                                     - 14 -

<PAGE>



           (b) Reports on Form 8-K.

               A report on Form 8-K,  dated March 31, 1998, was filed during the
               quarter ended June 30, 1998, reporting under Item 2 the Company's
               acquisition of certain producing gas properties from Sid R. Bass,
               Inc.  et al.  The  required  financial  statements  and pro forma
               financial information for such acquisition were also filed during
               the quarter on Form 8-K/A1, dated June 15, 1998, under Item 7.

                                     - 15 -

<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.


                                  Home-Stake Oil & Gas Company
                                      (Registrant)


Date:  August 3, 1998             By:    /s/  Robert C. Simpson
                                      -------------------------
                                       Robert C. Simpson
                                       Chairman of the Board, C.E.O.
                                       and President


Date:  August 3, 1998             By:    /s/  Chris K. Corcoran
                                      -------------------------
                                       Chris K. Corcoran
                                       Executive Vice President,
                                       Chief Financial Officer and
                                       Corporate Secretary

                                     - 16 -

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