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 September 30, 1999


                         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)



        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 November 8, 1999,
the latest practicable date, was 4,273,827.



                                      - 1 -

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                          HOME-STAKE OIL & GAS COMPANY

                                   FORM 10-QSB
                               SEPTEMBER 30, 1999

                                TABLE OF CONTENTS

                                                                           Page
PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements

           Condensed Balance Sheets - September 30, 1999
             and December 31, 1998.........................................  4

           Condensed Statements of Income and Retained
             Earnings - nine months ended September 30, 1999 and 1998 .....  5

           Condensed Statements of Operations and Retained
             Earnings - three months ended September 30, 1999 and 1998.....  6

           Condensed Statements of Cash Flows - nine months ended
             September 30, 1999 and 1998 ..................................  7

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

Item 2.    Management's Discussion and Analysis of Financial
             Condition and Results of Operations ..........................  10


PART II - OTHER INFORMATION

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

Item 2.    Changes in Securities ..........................................  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 ................................................................  15


                                      - 2 -

<PAGE>



                         PART I - FINANCIAL INFORMATION

                          Item 1. Financial Statements.

                                      - 3 -

<PAGE>



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



                                     ASSETS
                                                    September 30,  December 31,
                                                         1999          1998
                                                         ----          ----
Current assets:
  Cash and cash equivalents.....................    $    117,704  $    212,031
  Accounts receivable...........................       1,174,573     1,476,995
  Prepaid expenses..............................         290,604       238,253
                                                    ------------  ------------
         Total current assets...................       1,582,881     1,927,279

         Property and equipment, at cost:.......      48,894,983    48,080,346
             Less accumulated depreciation,
                depletion and amortization......      26,232,449    24,727,189
                                                    ------------  ------------
         Net property and equipment.............      22,662,534    23,353,157

         Other assets...........................         245,165       237,781
                                                    ------------  ------------
                                                    $ 24,490,580  $ 25,518,217
                                                    ============  ============





                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued liabilities......    $    870,034  $    897,720
  Income taxes payable..........................         211,679             -
  Current note payable (Note 3).................       1,320,000     1,945,000
                                                    ------------  ------------
         Total current liabilities..............       2,401,713     2,842,720

Long-term note payable (Note 3).................       2,200,000     4,290,000

Deferred income taxes...........................       3,250,637     2,914,813

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.............................       2,440,491     1,272,945
                                                    ------------  ------------
                                                      17,946,286    16,778,740
  Less treasury stock, at cost - 243,536 shares.      (1,308,056)   (1,308,056)
         Total stockholders' equity.............      16,638,230    15,470,684
                                                    ------------  ------------
                                                    $ 24,490,580  $ 25,518,217
                                                    ============  ============


                             See accompanying notes.

                                      - 4 -

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                          HOME-STAKE OIL & GAS COMPANY
                         CONDENSED STATEMENTS OF INCOME
                              AND RETAINED EARNINGS
                  Nine months ended September 30, 1999 and 1998
                                   (Unaudited)


                                                       1999            1998
                                                       ----            ----

Revenues:
  Oil and gas sales.............................    $  7,813,713  $  7,473,959
  Gain on sales of assets.......................         187,147        28,342
  Other income..................................         183,785       247,188
                                                    ------------  ------------
                                                       8,184,645     7,749,489

Costs and expenses:
  Production....................................       2,245,257     2,481,057
  Exploration...................................          66,148       574,857
  General and administrative....................       1,211,130     1,778,646
  Depreciation, depletion and amortization......       2,152,361     2,410,359
  Interest......................................         313,369       256,856
  Property and other taxes......................         183,958       218,683
                                                    ------------  ------------
                                                       6,172,223     7,742,458
                                                    ------------  ------------

Income before provision for income taxes........       2,012,422        29,031

Provision for (benefit from) income taxes:
  Current.......................................         252,622        78,545
  Deferred......................................         335,824       (57,151)
                                                    ------------  ------------
                                                         588,446        21,394
                                                    ------------  ------------
Net income......................................       1,423,976         7,637

Retained earnings at beginning of year..........       1,272,945     6,359,862

Cash dividends ($ .06 per share)................        (256,430)     (269,419)
                                                    ============  ============

Retained earnings at end of period..............    $  2,440,491  $  6,098,080
                                                    ============  ============

Weighted average number of common shares
     outstanding:
  Basic.........................................       4,273,827     4,517,877
                                                    ============  ============
  Diluted.......................................       4,273,827     4,671,127
                                                    ============  ============

Net income per common share:
  Basic.........................................       $ .33          $ .00
                                                       =====          =====
  Diluted.......................................       $ .33          $ .00
                                                       =====          =====


                             See accompanying notes.

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                          HOME-STAKE OIL & GAS COMPANY
                       CONDENSED STATEMENTS OF OPERATIONS
                              AND RETAINED EARNINGS
                 Three months ended September 30, 1999 and 1998
                                   (Unaudited)


                                                         1999          1998
                                                         ----          ----

Revenues:
  Oil and gas sales.............................    $  3,287,603  $  2,358,282
  Gain on sales of assets.......................         143,011        14,216
  Other income..................................          56,151        87,760
                                                    ------------  ------------
                                                       3,486,765     2,460,258

Costs and expenses:
  Production....................................         723,291       809,023
  Exploration...................................          12,393       421,571
  General and administrative....................         380,239       484,916
  Depreciation, depletion and amortization......         704,161       986,559
  Interest......................................          94,658       124,895
  Property and other taxes......................          68,738        95,294
                                                    ------------  ------------
                                                       1,983,480     2,922,258
                                                    ------------  ------------

Income (loss) before provision for income taxes.       1,503,285      (462,000)

Provision for (benefit from) income taxes:
  Current.......................................         188,266       (37,815)
  Deferred......................................         269,596       (88,118)
                                                    ------------  ------------
                                                         457,862      (125,933)
                                                    ------------  ------------
Net income (loss)...............................       1,045,423      (336,067)

Retained earnings at beginning of period........       1,480,545     6,522,871

Cash dividends ($ .02 per share)................         (85,477)      (88,724)
                                                    ============  ============

Retained earnings at end of period..............    $  2,440,491  $  6,098,080
                                                    ============  ============

Weighted average number of common shares
     outstanding:
  Basic.........................................       4,273,827     4,503,840
                                                    ============  ============
  Diluted.......................................       4,273,827     4,659,090
                                                    ============  ============

Net income (loss) per common share:
  Basic.........................................        $ .24         $(.07)
                                                        =====         ======
  Diluted.......................................        $ .24         $(.07)
                                                        =====         ======


                             See accompanying notes.

                                      - 6 -

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                          HOME-STAKE OIL & GAS COMPANY
                       CONDENSED STATEMENTS OF CASH FLOWS
                  Nine months ended September 30, 1999 and 1998
                                   (Unaudited)


                                                        1999           1998
                                                        ----           ----

Operating activities:
  Oil and gas sales, net of production taxes....    $  7,351,549  $  7,451,190
  Other.........................................         183,785       247,188
                                                    ------------  ------------
                                                       7,535,334     7,698,378

  Cash paid to suppliers and employees..........       2,998,453     4,196,546
  Interest paid.................................         313,369       256,856
  Property and other taxes......................         183,958       218,683
  Income taxes paid (refunds received)..........        (285,144)      284,678
                                                    ------------  ------------
                                                       3,237,636     4,956,763
                                                    ------------  ------------
    Net cash provided by operating activities...       4,297,698     2,741,615


Investing activities:
  Proceeds from sales of property and equipment.         559,575       118,453
  Acquisition of property and equipment.........      (1,981,423)   (8,975,424)
                                                    ------------  ------------
    Net cash used in investing activities.......      (1,421,848)   (8,856,971)


Financing activities:
  Loan proceeds.................................         735,000     6,600,000
  Note payments.................................      (3,450,000)     (660,000)
  Purchase of treasury stock....................               -      (651,076)
  Cash dividends paid...........................        (255,177)     (263,469)
                                                    ------------  ------------
    Net cash provided by (used in)
     financing activities.......................      (2,970,177)    5,025,455
                                                    ------------  ------------

Net decrease in cash and cash equivalents.......         (94,327)   (1,089,901)

Cash and cash equivalents at beginning of year..         212,031     1,507,782
                                                    ------------  ------------

Cash and cash equivalents at end of period......    $    117,704  $    417,881
                                                    ============  ============


                             See accompanying notes.

                                      - 7 -

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                          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, New Mexico 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, 1998.

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

Note 2 - Net income per share

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
share is calculated based on the weighted-average  shares outstanding during the
period.  Diluted  net income per share  includes  the  dilutive  effect of stock
options. Options to purchase 275,650 shares of common stock at an exercise price
of $4.50 per share were outstanding at September 30, 1999, but were not included
in the  computation of diluted net income per share as their  inclusion would be
anti-dilutive.

Note 3 - Note payable

Notes payable at September 30, 1999 consisted of the following balances:

Bank note due May 1, 2001, requiring monthly principal
     payments of $110,000, plus interest at prime
     less 1/2% (73/4% at September 30, 1999)...................   $  3,520,000
Less current portion...........................................      1,320,000
                                                                  ------------
                                                                  $  2,200,000
                                                                  ============


On November 8, 1999,  the Company  executed a new credit  facility that provides
for a term  loan due  September  30,  2002 in the  amount  of $3.4  million  and
requires  monthly  principal  payments of $100,000,  plus interest at bank prime
less  3/4%.  Proceeds  from  this  note  will be used to  retire  the bank  loan
described above. In addition,  the new credit facility  provides for a revolving
term line of credit in the amount of $5 million,  available  until  November 30,
2000 and  provides  for  monthly  payments of interest at bank prime less 1%. In
connection  with this line of credit,  the Company will pay a commitment  fee of
three-eights of one per cent (3/8%) per annum on the unused portion of the line.





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

Note 4 - 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.

Note 5 - Stockholders Equity

On November 4, 1999, the Board of Directors  granted  qualified stock options in
varying amounts to all employees totaling 177,686 shares. Such options are fully
vested,  have an option price of $5 per share and expire 10 years after the date
of grant.


                                      - 9 -

<PAGE>



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

Results of  Operations  - First  nine  months of 1999  compared  with first nine
months of 1998

Net income for the nine months  ended  September 30  increased  $1,416,339  from
$7,637 in 1998 to  $1,423,976 in 1999.  The principal  reasons for this increase
are as follows:

Oil sales  increased  $429,974  (12%) in 1999.  The Company's  average oil price
increased  from  $12.65 per  barrel in 1998 to $15.24  per barrel in 1999.  This
increase  is  partially  offset by a decrease  in oil  production  from  286,651
barrels in 1998 to 266,048  barrels in 1999. The decrease in production  volumes
is primarily attributable to natural depletion of existing reserves.

Gas sales  decreased 2% ($77,457),  primarily due to the decrease in the average
gas price which  decreased  from $2.07 in 1998 to $1.88 in 1999.  Gas production
increased  from  1,812,713 mcf in 1998 to 1,954,893 mcf in 1999,  primarily as a
result of the additional production provided by certain producing gas properties
(the "Bass  Properties")  which were purchased  from Sid R. Bass,  Inc. et al on
March 31, 1998.

Gains on sales of assets increased  $158,805.  During 1999, the Company sold its
small,  non-operated  interest in a Montana oil field at a gain of approximately
$142,000.

Production expenses decreased  $235,800,  due primarily to lower lease operating
expenses  resulting from a lower incidence of repairs and maintenance  expenses.
This  decrease  was  partially  offset by an  increase  in  production  taxes of
$103,744, the result of higher product sales described above.

Exploration costs decreased  $508,709 in 1999. Dry hole costs decreased $431,082
in 1999 due to a lower incidence of dry holes.  Condemned and abandoned property
expense decreased $77,627.

General and administrative  expenses decreased $567,516, from $1,778,646 in 1998
to $1,211,130 in 1999. The primary reasons for this decrease are lower personnel
and related costs. 1998 expense also includes approximately $62,800 attributable
to the merger of The Home-Stake  Royalty  Corporation with and into the Company,
whereas 1999 includes no such expense.

Depreciation,  depletion  and  amortization  decreased  $257,998.  In the fourth
quarter  of 1998,  the  Company  recorded  year-end  impairment  adjustments  of
$4,775,867  to the  carrying  values of  certain  of its  properties  due to the
significant  decreases in the average prices of crude oil and natural gas. These
decreases lowered the amortizable value of such properties, having the effect of
decreasing future rates of amortization.

Interest  expense  increased  $56,513  in  1999.  In  1998  the  Company  had no
outstanding  bank debt until March 31 when it borrowed  $6.6  million to finance
the purchase of the Bass  Properties.  During 1999 the Company has paid interest
on bank debt during the entire nine month period.

Results of Operations - Third quarter 1999 compared with third quarter 1998

Net income for the third quarter increased $1,045,423 from a loss of $336,067 in
1998 to income of  $1,381,490 in 1999.  The principal  reasons for this increase
are as follows:

Oil sales increased  $786,680 (79%). This increase is primarily  attributable to
the  increase in average oil prices from $10.70 in 1998 to $19.92 in 1999.  This
increase was partially  offset by the decrease in the  Company's oil  production
from 93,630 barrels in 1998 to 89,780 barrels in 1999.  This decrease in volumes
is primarily attributable to the natural depletion of existing reserves.

Gas sales increased 11% ($147,537), primarily due to the increase in the average
price of  natural  gas from  $1.87  in 1998 to  $2.27  in 1999.  Gas  production
decreased from 704,240 mcf in 1998 to 646,639 mcf in 1999.


                                     - 10 -

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Gains on sales of assets increased  $128,795.  During 1999, the Company sold its
small,  non-operated  interest in a Montana oil field at a gain of approximately
$142,000.

Production expenses decreased $85,732, due principally to a decrease of $178,118
in lease  operating  expenses,  primarily  resulting  from a lower  incidence of
repairs and  maintenance  expenses.  This  decrease was  partially  offset by an
increase in  production  taxes of $92,386,  the result of higher  product  sales
described above.

Exploration costs decreased  $409,178 in 1999. Dry hole costs decreased $351,650
in 1999 due to a lower incidence of dry holes.  Condemned and abandoned property
expense decreased $57,528.

General and administrative expenses decreased $104,677, from $484,916 in 1998 to
$380,239 in 1999. The primary  reason for this decrease are lower  personnel and
related costs.

Depreciation,  depletion  and  amortization  decreased  $282,398.  In the fourth
quarter  of 1998,  the  Company  recorded  year-end  impairment  adjustments  of
$4,775,867  to  the  carrying  values  of  many  of  its  properties  due to the
significant  decreases in the average prices of crude oil and natural gas. These
decreases lowered the amortizable value of such properties, having the effect of
decreasing future rates of amortization.

Interest expense decreased $30,237 in 1999. Expense in 1998 included interest on
the March 31,  1998 bank loan  wherein  the  Company  borrowed  $6.6  million to
finance the purchase of the Bass  Properties.  Since that time,  the Company has
made monthly  payments  which have lowered the  outstanding  balance and related
interest.

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.

The Company's capital budget for 1999, excluding acquisitions,  is $1.2 million.
During the first nine months of the year the Company had capital expenditures of
approximately $1.9 million,  which includes $ .9 million associated with various
acquisitions described hereafter.  In addition, the Company has current drilling
commitments  for  1999  of  approximately   $550,000  and  2000  commitments  of
approximately  $464,000.  The  Company is also  continuing  to  actively  pursue
opportunities for the acquisition of producing properties whenever possible.  In
April 1999, the Company acquired  interests in two producing gas properties at a
cost of  $632,500  and  exercised  its  preferential  purchase  right to acquire
additional  interest in a producing oil well  operated by the Company.  Cost for
this additional interest was approximately  $184,000.  In addition,  in June the
Company acquired an additional interest in another producing well it operates at
a cost of $56,000. In connection with these  acquisitions,  the Company borrowed
$735,000 under its revolving  line-of-credit with the bank, all of which has now
been repaid.

The Company  expects to finance  its  remaining  1999  operations  and  drilling
through  internally  generated  cash flows.  In  addition,  the Company has a $5
million line of credit  described below.  There is no outstanding  loans against
this line of credit.

On November 8, 1999,  the Company  executed a new credit  facility that provides
for a term  loan due  September  30,  2002 in the  amount  of $3.4  million  and
requires  monthly  principal  payments of $100,000,  plus interest at bank prime
less  3/4%.  Proceeds  from this note will be used to retire the prior bank loan
described in Note 3 on page 8 to this Form 10Q-SB.  In addition,  the new credit
facility  provides  for a  revolving  term line of  credit  in the  amount of $5
million,  available until November 30, 2000 and provides for monthly payments of
interest  at bank prime  less 1%. In  connection  with this line of credit,  the
Company will pay a  commitment  fee of  three-eights  of one per cent (3/8%) per
annum on the unused portion of the line.





                                     - 11 -

<PAGE>



Year 2000 Readiness

The Company began  addressing the impact of Year 2000 (Y2K) on its operations in
mid 1997. This problem exists for certain  computer  systems due to the use of a
two digit  year in most  computer  software.  If left  unchanged,  beginning  on
January 1, 2000,  those  computers  would  interpret the year as 1900 instead of
2000.  Although the primary  affects of this problem will be related to computer
systems,  the problem has the potential of affecting other office equipment such
as copiers, facsimile machines, telephone system, postage metering equipment and
any other  equipment  or devices  which might  contain  date-dependent  embedded
computer processor chips.

The Company has already  completed the  modification  of all in-house  generated
computer  software to make it Y2K  compliant.  This  includes  all phases of the
Company's financial and property  accounting  systems.  Each individual computer
processor has been  evaluated and  determined  to be Y2K  compliant.  All office
equipment  including  copiers,  facsimile  machines,  phone  system and  postage
metering equipment has also been found to be Y2K compliant.

Most of the field equipment used by the Company does not contain  date-dependent
embedded  computer  processors.  Those  that  do  have  been  evaluated  for Y2K
compliancy.  In addition,  to the best of the Company's  knowledge,  all of this
equipment  allows for manual  operation  of the  electronic  system in case of a
power or  internal  system  failure  thus  permitting  the Company to bypass any
problem which might occur.

The  Company  has  requested  compliancy   information  from  major  third-party
suppliers,  field  equipment  manufacturers  and  other  companies  from whom it
receives revenues.  All third party vendor responses to-date have indicated that
they anticipate total compliance of all critical systems prior to the end of the
year.  As for those few  vendors  who have not yet  responded,  the  Company has
requested that they respond as soon as possible.

All Y2K compliance  modifications and confirmations have been or will be done by
existing Company personnel in the ordinary performance of their duties,  without
incurring  the  expense of outside  consultants  or  additional  employees.  The
Company  is  unable to  estimate  its  internal  costs  associated  with its Y2K
readiness efforts.

The  Company's  contingency  plans  include the complete  backup of all computer
systems and data at December 31, 1999 and the  possibility of manual  over-rides
of any affected field operations. Services of any major outside third-party that
indicates expected non-compliance at year-end will be moved to compliant service
providers wherever possible.

The Company believes the most likely  worst-case  scenario would involve limited
failures by third party vendors and is making every effort to ensure  compliance
with third party vendors. The Company does not expect any significant disruption
in its operations or business activities.  However, the Company's operations are
part of an industry that is heavily  dependent on an  interconnected  network of
companies  and  transportation  facilities  that are beyond  the  control of the
Company  and which could be  adversely  affected  by Y2K  problems.  In a recent
survey by the oil and gas working group of the President's  Council on Year 2000
Conversion,  94% of the 1,000 responding  companies  reported that they would be
Y2K ready by September 30, 1999.  Given the nature of the  Company's  activities
and reliance on outside  third-parties,  the Company cannot  guarantee that some
Y2K problems  will not arise.  If Y2K  problems do arise,  there is no assurance
that such  problems  might not have a material  adverse  impact on the Company's
financial condition or results of operations.

The above information is designated as "Year 2000 Readiness Disclosure" pursuant
to the Year 2000  Information  and  Readiness  Disclosure  Act,  Public  Law No.
105-271,  1998.  The Year 2000  Readiness  Disclosure  Act does not insulate the
Company  from  liability  under the  Federal  securities  laws with  respect  to
disclosures relating to Y2K information.

Inflation

In recent years  inflation  has not had a  significant  impact on the  Company's
operations or financial  condition.  The general economic pressures limiting oil
and gas prices in recent years have generally been  accompanied by corresponding
downward pressure on costs to develop and operate oil and gas properties as well
as the costs of drilling and  completing  wells.  The impact of inflation on the
Company in the future  will  depend on the  relative  increases,  if any, in the
selling price of oil and gas and in the  Company's  operating,  development  and
drilling costs.

                                     - 12 -

<PAGE>




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,  Y2K  readiness  and  other  such  matters.  These
forward-looking  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 -

<PAGE>



                           Part II. Other Information

Item 1.    Legal Proceedings.

           None.

Item 2.    Changes in Securities.

           None.

Item 3.    Defaults Upon Senior Securities.

           None.

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

           None.

Item 5.    Other Information.

           The Company today  announced that it will explore  various  strategic
           alternatives to maximize  shareholder  value and improve  shareholder
           liquidity.  Robert C.  Simpson,  President,  reports  "our  Company's
           performance for 1999 has shown a remarkable  improvement over that of
           1998 with  improvements in our development  drilling programs and net
           income and with  significant  reductions  in expenses  and  corporate
           debt. Nonetheless,  the price of our common stock price, which trades
           on the NASDAQ small cap market,  has not reacted  positively  to this
           performance. I believe this is partially caused by many of our larger
           shareholders not desiring to trade their stock, resulting in very low
           trading volumes which produces a questionable  reflection of the true
           value of our common  stock."  Accordingly,  the Company  will explore
           various strategic  alternatives and may engage an investment  banking
           firm to assist it.

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

             10.1 Special  Loan  Agreement dated  November  8, 1999  between the
                  Company and Bank of Oklahoma N.A.
             27   Financial Data Schedule.

           (b)  Reports on Form 8-K.

                 No  reports on Form 8-K were filed  during  the  quarter  ended
September 30, 1999.

                                     - 14 -

<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:  November 11, 1999        By:    /s/  Robert C. Simpson
                                    --------------------------------------------
                                     Robert C. Simpson
                                     Chairman of the Board, C.E.O.
                                     and President


Date:  November 11, 1999        By:    /s/  Chris K. Corcoran
                                    --------------------------------------------
                                     Chris K. Corcoran
                                     Executive Vice President,
                                     Chief Financial Officer and
                                     Corporate Secretary

                                     - 15 -

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