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, 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 July 31,  1999,  the
latest practicable date, was 4,273,827.



                                      - 1 -

<PAGE>



                          HOME-STAKE OIL & GAS COMPANY

                                   FORM 10-QSB
                                  JUNE 30, 1999

                                TABLE OF CONTENTS

                                                                         Page
PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements

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

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

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

           Condensed Statements of Cash Flows -
               six months ended June 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 ...........................................    13

Item 2.    Changes in Securities .......................................    13

Item 3.    Defaults upon Senior Securities .............................    13

Item 4.    Submission of Matters to a Vote of Security Holders .........    13

Item 5.    Other Information ...........................................    13

Item 6.    Exhibits and Reports on Form 8-K ............................    13

SIGNATURES .............................................................    14


                                      - 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,
                                                        1999           1998
                                                        ----           ----
Current assets:
  Cash and cash equivalents......................   $      1,100   $    212,031
  Accounts receivable............................      1,472,325      1,476,995
  Prepaid expenses...............................        305,074        238,253
                                                    ------------   ------------
         Total current assets....................      1,778,499      1,927,279

Property and equipment, at cost:.................     49,236,336     48,080,346
    Less accumulated depreciation,
     depletion and amortization..................     25,946,566     24,727,189
                                                    ------------   ------------
         Net property and equipment..............     23,289,770     23,353,157

Other assets.....................................        242,776        237,781
                                                    ------------   ------------
                                                    $ 25,311,045   $ 25,518,217
                                                    ============   ============




                      LIABILITIES AND STOCKHOLDERS' EQUITY


Current liabilities:
  Accounts payable and accrued liabilities.......   $    963,288   $    897,720
  Income taxes payable...........................         23,432              -
  Current note payable (Note 3)..................      2,255,000      1,945,000
                                                    ------------   ------------
         Total current liabilities...............      3,241,720      2,842,720

Long-term note payable (Note 3)..................      3,410,000      4,290,000

Deferred income taxes............................      2,981,041      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..............................      1,480,545      1,272,945
                                                    ------------   ------------
                                                      16,986,340     16,778,740
  Less treasury stock, at cost - 243,536 shares..     (1,308,056)    (1,308,056)
                                                    ------------   ------------
         Total stockholders' equity..............     15,678,284     15,470,684
                                                    ------------   ------------
                                                    $ 25,311,045   $ 25,518,217
                                                    ============   ============

                             See accompanying notes.

                                      - 4 -

<PAGE>



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



                                                       1999              1998
                                                       ----              ----

Revenues:
  Oil and gas sales..............................   $  4,526,110   $  5,115,677
  Gain on sales of assets........................         44,136         14,126
  Other income...................................        127,634        159,428
                                                    ------------   ------------
                                                       4,697,880      5,289,231

Costs and expenses:
  Production.....................................      1,521,966      1,672,034
  Exploration....................................         53,755        153,286
  General and administrative.....................        830,891      1,293,730
  Depreciation, depletion and amortization.......      1,448,200      1,423,800
  Interest.......................................        218,711        131,961
  Property and other taxes.......................        115,220        123,389
                                                    ------------   ------------
                                                       4,188,743      4,798,200

Income before provision for income taxes.........        509,137        491,031

Provision for income taxes:
  Current........................................         64,356        116,360
  Deferred.......................................         66,228         30,967
                                                    ------------   ------------
                                                         130,584        147,327
                                                    ------------   ------------
Net income.......................................        378,553        343,704

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

Cash dividends ($ .04 per share).................       (170,953)      (180,695)
                                                    ------------   ------------

Retained earnings at end of period...............   $  1,480,545   $  6,522,871
                                                    ============   ============

Weighted average number of common
  shares outstanding:

  Basic..........................................      4,273,827      4,517,363
                                                      ==========     ==========
  Diluted........................................      4,273,827      4,772,613
                                                      ==========     ==========

Net income per common share:
  Basic..........................................          $ .09          $ .08
                                                           =====          =====
  Diluted........................................          $ .09          $ .07
                                                           =====          =====

                             See accompanying notes.

                                      - 5 -

<PAGE>



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



                                                        1999           1998
                                                        ----           ----

Revenues:
  Oil and gas sales..............................   $  2,358,538   $  2,790,758
  Gain on sales of assets........................         40,811         14,126
  Other income...................................         51,220         63,440
                                                    ------------   ------------
                                                       2,450,569      2,868,324

Costs and expenses:
  Production.....................................        788,761        758,901
  Exploration....................................         29,802        129,727
  General and administrative.....................        375,029        657,161
  Depreciation, depletion and amortization.......        677,400        746,800
  Interest.......................................        105,606        130,374
  Property and other taxes.......................         59,318         72,567
                                                    ------------   ------------
                                                       2,035,916      2,495,530

Income before provision for income taxes.........        414,653        372,794

Provision for income taxes:
  Current........................................         51,666        111,072
  Deferred.......................................         60,395          7,641
                                                    ------------   ------------
                                                         112,061        118,713
                                                    ------------   ------------
Net income.......................................        302,592        254,081

Retained earnings at beginning of period.........      1,263,429      6,359,138

Cash dividends ($ .02 per share).................        (85,476)       (90,348)
                                                    ------------   ------------

Retained earnings at end of period...............   $  1,480,545   $  6,522,871
                                                    ============   ============

Weighted average number of common shares
  outstanding:

  Basic..........................................      4,273,827      4,517,363
                                                      ==========     ==========
  Diluted........................................      4,273,827      4,772,613
                                                      ==========     ==========

Net income per common share:
  Basic..........................................          $ .07          $ .06
                                                           =====          =====
  Diluted........................................          $ .07          $ .05
                                                           =====          =====

                             See accompanying notes.

                                      - 6 -

<PAGE>



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



                                                        1999            1998
                                                        ----            ----

Operating activities:
  Oil and gas sales, net of production taxes.....   $  4,296,882   $  5,068,684
  Other..........................................        127,634        159,428
                                                    ------------   ------------
                                                       4,424,516      5,228,112

  Cash paid to suppliers and employees...........      1,986,931      3,425,486
  Interest paid..................................        218,711        131,961
  Property and other taxes.......................        115,220        123,389
  Income taxes paid..............................          -            219,483
                                                    ------------   ------------
                                                       2,320,862      3,900,319
                                                    ------------   ------------
    Net cash provided by operating activities....      2,103,654      1,327,793


Investing activities:
  Proceeds from sales of property and equipment..         77,975         36,261
  Acquisition of property and equipment..........     (1,653,054)    (7,979,279)
                                                    ------------   ------------
    Net cash used in investing activities........     (1,575,079)    (7,943,018)


Financing activities:
  Loan proceeds..................................        735,000      6,600,000
  Note payments..................................     (1,305,000)      (330,000)
  Cash dividends paid............................       (169,506)      (174,608)
                                                    ------------   ------------
    Net cash provided by (used in)
          financing activities...................       (739,506)     6,095,392
                                                    ------------   ------------

Net decrease in cash and cash equivalents........       (210,931)      (519,833)

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

Cash and cash equivalents at end of period.......   $      1,100   $    987,949
                                                    ============   ============

                             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, 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 June 30, 1999, but were not included in
the  computation  of diluted  net income per share as their  inclusion  would be
anti-dilutive.

Note 3 - Notes payable

Notes payable at June 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%
  (7 1/4% at June 30, 1999).....................................   $  4,730,000
Bank note due May 1, 2000, requiring monthly payments of
  interest at prime less 1% (6 3/4% at June 30, 1999) ..........        935,000
                                                                   ------------
                                                                      5,665,000
Less current portion............................................      2,255,000
                                                                   ------------
                                                                   $  3,410,000

The Company  has a revolving  term  line-of-credit  in the amount of  $5,000,000
available  until May 1, 2000 which provides for monthly  payments of interest on
the outstanding  borrowings at bank prime less 1%. At June 30, 1999, the Company
had $935,000 borrowed under this line-of-credit. 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.

                                      - 8 -

<PAGE>



                          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.



                                      - 9 -

<PAGE>



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

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

Net  income  for the six  months  ended  June 30  increased  $34,849  (10%) from
$343,704 in 1998 to $378,553 in 1999.  The  principal  reasons for this increase
are as follows:

Oil  sales  decreased  $356,706  (14%) in 1999.  The  Company's  oil  production
decreased from 193,021  barrels in 1998 to 176,268 barrels in 1999. In addition,
the  average  price of crude oil  decreased  from  $13.59  per barrel in 1998 to
$12.86  per  barrel  in 1999.  The  decreased  production  volume  is  primarily
attributable to natural depletion of existing reserves.

Gas sales  decreased 9%  ($224,995),  primarily  due to lower average gas prices
which  decreased  from  $2.20  per mcf in 1998 to  $1.69  per mcf in  1999.  Gas
production,  however,  increased  from 1,108,473 mcf in 1998 to 1,308,254 mcf in
1999,  primarily as a result of the  additional  production  provided by certain
producing gas  properties  (the "Bass  Properties")  purchased from Sid R. Bass,
Inc. et al. on March 31, 1998.

Production expenses decreased $150,068,  due primarily to a $161,426 decrease in
lease  operating  expenses  resulting  from a lower  incidence  of  repairs  and
maintenance expenses in 1999.

Exploration costs decreased $99,531 in 1999. Dry hole costs decreased $79,432 in
1999 due to a lower  incidence of dry holes.  Condemned and  abandoned  property
expense decreased $20,099.

General and administrative  expenses decreased $462,839, from $1,293,730 in 1998
to $830,891 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.

Interest  expense  increased  $86,750  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 six month period.

Results of Operations - Second quarter 1999 compared with second quarter 1998

Net income for the second quarter  increased $48,511 (19%) from $254,081 in 1998
to $302,592 in 1999. The principal reasons for this increase are as follows:

Oil sales  decreased  $99,665 (7%). The Company's oil production  decreased from
106,289  barrels in 1998 to 84,255 barrels in 1999. This decrease in volumes was
partially  offset by an increase in the average oil price from $13.42 per barrel
in 1998 to  $15.75  per  barrel  in 1999.  The  decreased  production  volume is
primarily attributable to natural depletion of existing reserves.

Gas sales  decreased 25%  ($327,843),  primarily due to lower natural gas prices
which  decreased  from  $2.35  per mcf in 1998 to $1.70  per mcf in  1999.  This
decrease was partially  offset by higher natural gas production  which increased
from  567,869 mcf in 1998 to 594,640 mcf in 1999,  primarily  as a result of the
additional production provided by the Bass Properties.

Exploration costs decreased $99,925 in 1999. Dry hole costs decreased $87,473 in
1999 due to a lower  incidence of dry holes.  Condemned and  abandoned  property
expense decreased $12,452.

General and  administrative  expenses decreased $282,132 (43%), from $657,161 in
1998 to  $375,029  in 1999.  The primary  reasons  for this  decrease  are lower
personnel and related costs.  1998 expense also includes  approximately  $29,600
attributable to the merger of The Home-Stake  Royalty  Corporation with and into
the Company, whereas 1999 includes no such expense.


                                     - 10 -

<PAGE>



Interest expense decreased $24,768 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  exploration  budget for 1999 is $1.2 million.  During the
first  six  months  of  1999,  the  Company  had  exploration   expenditures  of
approximately  $600,000  and has  remaining  drilling  commitments  for  1999 of
approximately  $800,000.  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  their  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.

The working  capital  deficit at June 30, 1999 was $1.5 million.  Product prices
were severely  depressed  during most of the first quarter,  but began a gradual
increase in late March. There is no certainty as to whether these increases will
continue or prices may again drop to their  previous  low levels.  However,  the
Company's working capital and internally generated cash flows are expected to be
sufficient to finance the Company's note payments and budgeted 1999  exploration
and development activities.  In July 1999, the Company sold its working interest
in an  outside  operated  Montana  oil field  and five  other  Company  operated
producing  wells in Ellis  County,  Oklahoma.  Proceeds  from  these  sales  was
approximately  $480,000.  In  late  July  and  early  August  the  Company  made
discretionary  note  payments in the amount of  $500,000  on its line-of  credit
borrowings.   Outstanding   borrowings   under   this   $5   million   revolving
line-of-credit  totaled  $435,000  at August 10,  1999.  The  unused  balance is
available to fund needed activities.

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.

Certain   pieces  of  field   equipment   used  by  the  Company  might  contain
date-dependent  embedded computer processors.  This equipment is currently being
evaluated for Y2K  compliancy.  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 is in the process of requesting  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  vendors  who have not yet  responded,  the
Company has requested that they respond as soon as possible.

                                     - 11 -

<PAGE>



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.

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.


                                     - 12 -

<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.

          The  Annual  Meeting  of the  Company's  stockholders  was held in the
          offices of the  Company on May 24,  1999 for the  purpose of  electing
          three directors  whose terms were expiring.  The nominees for Director
          were Chris K. Corcoran, Ronald O. Gutman and I Wistar Morris, III. The
          nominees  proposed by management  were reelected for terms expiring in
          2002. Mr.  Corcoran and Mr. Gutman each received  2,849,393  votes for
          and 439 votes were withheld.  Mr. Morris received  2,849,314 votes for
          and 518  votes  were  withheld.  The  continuing  Directors  are L. W.
          Allegood,  Larry F. Grindstaff,  James L. Houghton,  Joseph J. McCain,
          Jr. and Robert C. Simpson.

Item 5.   Other Information.

          None.

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      First  Amendment and  Modification  Agreement to Amended and
                    Restated  Loan  Agreement,  dated  May 1, 1999  between  the
                    Company and NationsBank, N.A.

            27      Financial Data Schedule.

          (b) Reports on Form 8-K.

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

                                     - 13 -

<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 10, 1999           By:    /s/  Robert C. Simpson
                                     ------------------------------------------
                                      Robert C. Simpson
                                      Chairman of the Board, C.E.O.
                                      and President


Date:  August 10, 1999           By:    /s/  Chris K. Corcoran
                                     ------------------------------------------
                                      Chris K. Corcoran
                                      Executive Vice President,
                                      Chief Financial Officer and
                                      Corporate Secretary



                                     - 14 -

<PAGE>


                                INDEX OF EXHIBITS


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

     Exhibit
     Number       Description

        10        First  Amendment  and  Modification  Agreement to Amended  and
                  Restated   Loan  Agreement,  dated  May  1, 1999  between  the
                  Company and NationsBank, N.A.

        27        Financial Data Schedule.


                                     - 15 -

<PAGE>