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 March 31, 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 May 14, 1999, the
latest practicable date, was 4,273,827.




                                      - 1 -

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                          HOME-STAKE OIL & GAS COMPANY

                                   FORM 10-QSB
                                 MARCH 31, 1999

                                TABLE OF CONTENTS

                                                                       Page
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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

        Condensed Statements of Income and Retained
          Earnings - three months ended March 31, 1999 and 1998 ....     5

        Condensed Statements of Cash Flows - three months ended 
          March 31, 1999 and 1998 ..................................     6

        Notes to Condensed Financial Statements ....................     7

Item 2. Management's Discussion and Analysis of 
          Financial Condition and Results of Operations ............     9


PART II - OTHER INFORMATION

Item 1. Legal Proceedings ..........................................    12

Item 2. Changes in Securities and Use of Proceeds ..................    12

Item 3. Defaults upon Senior Securities ............................    12

Item 4. Submission of Matters to a Vote of Security Holders ........    12

Item 5. Other Information ..........................................    12

Item 6. Exhibits and Reports on Form 8-K ...........................    12

SIGNATURES .........................................................    13


                                      - 2 -

<PAGE>



                         PART I - FINANCIAL INFORMATION

                          Item 1. Financial Statements.

                                      - 3 -

<PAGE>



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



                                     ASSETS

                                                      March 31,    December 31,
                                                        1999          1998
                                                        ----          ----
Current assets:
  Cash and cash equivalents.....................    $     11,637  $    212,031
  Accounts receivable...........................       1,147,947     1,476,995
                                                    ------------  ------------
  Prepaid expenses..............................         212,697       238,253
                                                    ------------  ------------
         Total current assets...................       1,372,281     1,927,279

Property and equipment, at cost:................      48,091,822    48,080,346
    Less accumulated depreciation, 
      depletion and amortization................      25,450,877    24,727,189
                                                    ------------  ------------
         Net property and equipment.............      22,640,945    23,353,157

Other assets....................................         240,555       237,781
                                                    ------------  ------------
                                                    $ 24,253,781  $ 25,518,217
                                                    ============  ============




                      LIABILITIES AND STOCKHOLDERS' EQUITY


Current liabilities:
  Accounts payable and accrued liabilities......    $    599,296  $    897,720
  Income taxes payable..........................          12,671             -
  Current notes payable (Note 3)................       1,520,000     1,945,000
                                                    ------------ -------------
         Total current liabilities..............       2,131,967     2,842,720

Long-term notes payable (Note 3)................       3,740,000     4,290,000

Deferred income taxes...........................       2,920,646     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.............................       1,263,429     1,272,945
                                                    ------------  ------------
                                                      16,769,224    16,778,740
  Less treasury stock, at cost - 243,536 shares.      (1,308,056)   (1,308,056)
                                                    ------------  ------------
         Total stockholders' equity.............      15,461,168    15,470,684
                                                    ------------  ------------
                                                    $ 24,253,781  $ 25,518,217
                                                    ============  ============

                             See accompanying notes.

                                      - 4 -

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                          HOME-STAKE OIL & GAS COMPANY
                         CONDENSED STATEMENTS OF INCOME
                              AND RETAINED EARNINGS
                   Three months ended March 31, 1999 and 1998
                                   (Unaudited)



                                                         1999         1998
                                                         ----         ----

Revenues:
  Oil and gas sales.............................    $  2,167,572  $  2,324,919
  Gain on sales of assets.......................           3,325             -
  Other income..................................          76,414        95,988
                                                    ------------  ------------
                                                       2,247,311     2,420,907

Costs and expenses:
  Production....................................         733,205       913,133
  Exploration...................................          23,953        23,559
  General and administrative....................         455,862       636,569
  Depreciation, depletion and amortization......         770,800       677,000
  Interest......................................         113,105         1,587
  Property and other taxes......................          55,902        50,822
                                                    ------------  ------------
                                                       2,152,827     2,302,670

Income before provision for income taxes........          94,484       118,237

Provision for income taxes:
  Current.......................................          12,690         5,288
  Deferred......................................           5,833        23,326
                                                    ------------  ------------
                                                          18,523        28,614
                                                    ------------  ------------
Net income......................................          75,961        89,623

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

Cash dividends ($ .02 per share)................         (85,477)      (90,347)
                                                    ------------  ------------

Retained earnings at end of period..............    $  1,263,429  $  6,359,138
                                                    ============  ============

Weighted average number of shares outstanding:
  Basic.........................................       4,273,827     4,517,363
                                                    ============  ============
  Diluted.......................................       4,273,827     4,772,613
                                                    ============  ============

Net income per common share:
  Basic.........................................           $ .02         $ .02
                                                           =====         =====
  Diluted.......................................           $ .02         $ .02
                                                           =====         =====

                             See accompanying notes.

                                      - 5 -

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                          HOME-STAKE OIL & GAS COMPANY
                       CONDENSED STATEMENTS OF CASH FLOWS
                   Three months ended March 31, 1999 and 1998
                                   (Unaudited)



                                                        1999          1998
                                                        ----          ----

Operating activities:
  Oil and gas sales, net of production taxes....    $  1,900,703  $  2,357,367
  Other.........................................          76,414        95,988
                                                    ------------  ------------
                                                       1,977,117     2,453,355

  Cash paid to suppliers and employees..........         797,201     1,435,231
  Interest paid.................................         113,105         1,587
  Property and other taxes......................          55,902        50,822
  Income taxes paid.............................           -           199,983
                                                    ------------  ------------
                                                         966,208     1,687,623
                                                    ------------  ------------
    Net cash provided by operating activities...       1,010,909       765,732


Investing activities:
  Proceeds from sales of property and equipment.           3,325        19,548
  Acquisition of property and equipment.........        (155,621)   (7,405,273)
                                                    ------------  ------------
    Net cash used in investing activities.......        (152,296)   (7,385,725)


Financing activities:
  Loan proceeds.................................               -     6,600,000
  Note payments.................................        (975,000)            -
  Cash dividends paid...........................         (84,007)      (83,022)
                                                    ------------  ------------
    Net cash provided by (used in) 
     financing activities.......................      (1,059,007)    6,516,978
                                                    ------------  ------------

Net decrease in cash and cash equivalents.......        (200,394)     (103,015)

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

Cash and cash equivalents at end of period......    $     11,637  $  1,404,767
                                                    ============  ============

                             See accompanying notes.

                                      - 6 -

<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 231,250 shares of common stock at an exercise price
of $4.50 per share were  outstanding at March 31, 1999, but were not included in
the  computation  of diluted  net income per share as their  inclusion  would be
antidilutive.

Note 3 - Notes payable

Notes payable at March 31, 1999 consisted of the following balances:


Bank note due May 1, 2000, requiring monthly principal payments of
  $110,000, plus interest at prime less 1/2% 
  (7 1/4% at March 31, 1999)....................................  $  5,060,000
Bank note due May 1, 1999, requiring monthly payments of
  interest at prime less 1% (6 3/4% at March 31, 1999) .........       200,000
                                                                  ------------
                                                                     5,260,000
Less current portion............................................     1,520,000
                                                                  ------------
                                                                  $  3,740,000
                                                                  ============

The Company  has a revolving  term  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%. The  Company  expects  this
line-of-credit  to be extended until May 1, 2000. At March 31, 1999, the Company
had $200,000 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.

                                      - 7 -

<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.


                                     - 8 -

<PAGE>



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

Results of Operations - First quarter 1999 compared with first quarter 1998

Net income  for the first  quarter  decreased  $13,662  from  $89,623 in 1998 to
$75,961 in 1999. The principal reasons for this decrease are as follows:

Oil sales  decreased  $257,041  (21%),  due  principally  to the decrease in the
average  oil price from  $13.80 per barrel in 1998 to $10.21 per barrel in 1999.
This price decrease was partially  offset by an increase in oil production  from
86,732  barrels in 1998 to 92,013  barrels  in 1999.  The  increased  production
volume is primarily  attributable to higher  production on the Company's Montana
operations and new wells completed in late 1998.

Gas sales  increased  9%  ($102,848),  primarily  due to the  increase  in sales
volumes which  increased  from 540,604 Mcf in 1998 to 713,614 Mcf in 1999.  This
increase is primarily  attributable to the first quarter  acquisition in 1998 of
18 non-operated producing gas properties from Sid R. Bass, Inc. et al (The "Bass
Properties").  This increase however,  was partially offset by lower average gas
prices which decreased from $2.04 in 1998 to $1.69 in 1999.

Production  expenses decreased  $179,928,  due primarily to a lower incidence of
workover and maintenance costs in 1999.

General and administrative expenses decreased $180,707, from $636,569 in 1998 to
$455,862  in 1999.  The  primary  reason for this  decrease  is a  reduction  of
$105,000 in salaries and  contract  geological  fees,  due to a reduction in the
number of such  employees.  1998 expense  also  included  approximately  $33,000
attributable to the merger of The Home-Stake  Royalty  Corporation with and into
the Company,  for which there are no comparable  amounts in the first quarter of
1999.

Depreciation,  depletion and amortization  increased  $93,800.  This increase is
attributable to the added property and equipment resulting from the $6.6 million
acquisition of the Bass Properties in the first quarter of 1998.

Interest expense increased  $111,518 in 1999. There were no outstanding loans in
1998 until March 31, 1998, when the Company borrowed $6.6 million to finance the
purchase of the Bass Properties.

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 is $1.2 million.  During the first quarter
the Company had capital expenditures of approximately  $82,500 and has remaining
drilling  commitments for 1999 of  approximately  $500,000.  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  $182,000.  In  connection  with these  acquisitions,  the Company
borrowed $625,000 under its revolving line-of-credit with the bank.

The working capital deficit at March 31, 1999 was $760,000.  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 from operations
are  expected  to be  sufficient  to finance the  Company's  note  payments  and

                                      - 9 -

<PAGE>



budgeted 1999 exploration and development  activities.  In addition, the Company
has a $5 million revolving line-of-credit which is expected to be extended until
May 1, 2000.  Outstanding borrowings under this line-of-credit total $825,000 at
May 14, 1999.

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 prior to the end of the second  quarter
of 1999.

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

                                     - 10 -

<PAGE>



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, extension of existing  line-of-credit,  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.


                                     - 11 -

<PAGE>



                           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.

           None.

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

               27    Financial Data Schedule.


           (b) Reports on Form 8-K.

                 No  reports on Form 8-K were filed  during  the  quarter  ended
                 March 31, 1999.

                                     - 12 -

<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:  May 14, 1999          By:    /s/  Robert C. Simpson                      
                                 -----------------------------------------------
                                  Robert C. Simpson
                                  Chairman of the Board, C.E.O.
                                  and President


Date:  May 14, 1999          By:    /s/  Chris K. Corcoran                    
                                 -----------------------------------------------
                                  Chris K. Corcoran
                                  Executive Vice President,
                                  Chief Financial Officer and
                                  Corporate Secretary

                                     - 13 -

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