UNIMAR COMPANY

                       TABLE OF CONTENTS





PART I.  FINANCIAL INFORMATION

   ITEM 1.Financial Statements

        Condensed Consolidated Statements of Earnings for the
        Three Months and Nine Months ended September 30, 1998
        and September 30, 1997                                ..1
   
        Condensed Consolidated Balance Sheets
           as of September 30, 1998 and December 31, 1997     ..2

        Condensed Consolidated Statements of Cash Flows
           for the Nine Months Ended September 30, 1998 and
           September 30, 1997
                                                              ..3

        Notes to Condensed Consolidated Financial Statements
           as of September 30, 1998                           ..4
        

   ITEM 2.Management's Discussion and Analysis of Financial
          Condition and Results of Operations                 ..6


PART II.  OTHER INFORMATION

   ITEM 5.Other Events                                        .11

   ITEM 6.Exhibits and Reports on Form 8-K                    .11


SIGNATURE                                                        12

                PART I.   FINANCIAL INFORMATION

                UNIMAR COMPANY AND SUBSIDIARIES

         CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                     (THOUSANDS OF DOLLARS)
                          (UNAUDITED)
<TABLE>
<CAPTION>
                             THREE MONTHS ENDED  NINE MONTHS ENDED
                               SEPTEMBER 30,       SEPTEMBER 30,
                               1998    1997        1998     1997
                              ------    -----     ------    -----
<S>                           <C>       <C>       <C>       <C>

Oil and gas production
    Revenues                      $31,587   $48,810       $106,169        $
165,135

Production     costs                    4,902       6,932            14,548
19,332
Depletion, depreciation and
       amortization                     10,522      10,521           29,844
32,034
Exploration costs including
    dry   holes                       (115)                  854        809
1,166
                              ------- -------     ------   --------

Operating     profit                   16,278      30,503            60,968
112,603


General and administrative
       expenses                           137          248              298
792
Other income                    (897)     (64)        (911)   (267)
                              ------  -------     ------  --------
Earnings    before    income   taxes     17,038      30,319          61,581
112,078

Income tax expense (benefit)
        Current                         9,912       23,232           41,108
80,074
    Deferred                    (17,573)              (1,931)      (19,732)
(5,794)
                                    (7,661)       21,301             21,376
74,280
                              ------  -------     ------  --------
Net   earnings                    $24,699    $9,018        $40,205        $
37,798
                              =======  ======      ======= =======
</TABLE>

See accompanying Notes to Condensed Consolidated Financial Statements.
                      UNIMAR COMPANY AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED BALANCE SHEETS
                          (THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
                                     SEPTEMBER 30, DECEMBER 31,
                                          1998         1997
                                       (UNAUDITED)
ASSETS
<S>                                          <C>        <C>
Current assets:
  Cash and cash equivalents              $  7,828     $ 4,454
  Accounts receivable                       7,575       8,670
  Inventories                               8,468       8,275
  Other current assets                      3,293       1,999
                                         -------      -------
     Total current assets                  27,164      23,398

Property, plant and equipment, at cost:
  Oil and gas properties
  (successful efforts method)           1,111,161         1,097,568
  Other                                     2,453       2,348
                                         --------     -------
                                        1,113,614    1,099,916

  Less:  accumulated depreciation
    and depletion                         793,140     763,151
                                         --------     -------
       Net property, plant and equipment  320,474     336,765

Other assets                                2,169       3,191
                                           ------     -------
                                         $349,807    $363,354
                                         ========     ========


LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
  Accounts payable                       $    138     $   752
  Advances from joint venture partners      4,308       2,637
  Accrued liabilities                      13,496      14,138
  Income and other taxes                    5,667      14,035
                                         -------      --------
     Total current liabilities             23,609      31,562

Deferred income taxes                     123,591     148,135
Other liabilities                          16,852      16,107

Partners' capital                         265,755     247,550
  Less:  demand notes receivable           80,000      80,000
                                         -------      --------
                                          185,755     167,550
                                           ------     -------
Commitments and Contingencies

                                         $349,807     $363,354
                                           ======     ========
</TABLE>

See accompanying Notes to Condensed Consolidated Financial Statements.
                UNIMAR COMPANY AND SUBSIDIARIES

        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (THOUSANDS OF DOLLARS)
                          (UNAUDITED)
<TABLE>
<CAPTION>
                                              NINE MONTHS ENDED
                                               SEPTEMBER 30,
                                               1998       1997
<S>                                            <C>       <C>
Operating activities:
Net earnings                                  $40,205  $37,798
Adjustments to reconcile to net cash
  provided by operating activities:
  Depletion, depreciation and amortization    29,989    32,214
  Deferred income taxes                      (19,732)   (5,794)
  Exploratory dry hole costs                       6       383
  Gain on sale of assets                       (890)      --
  Changes in working capital and other        (8,249)   (7,096)
                                              ------    ------
Net cash provided by operating activities     41,329    57,505
                                              ------    ------
Investment activities:
  Capital expenditures                       (18,526)  (19,493)
  Proceeds from sale of assets                   900      --
                                              -----     -----
Net cash used in investing activities        (17,626)   (19,493)
                                              ------    ------
Financing activities:
  Capital contributions                       9,600     17,600
  Capital distributions                     (31,600    (54,000)
                                              -----     ------
Net cash used in financing activities        (22,000)   (36,400)
                                              -----     -------
Increase in advances from joint venture
 Partners                                      1,671             869
                                              -----       ----
Net increase in cash and cash equivalents     3,374      2,481

Cash and cash equivalents at beginning of
  period                                       4,454     3,274
                                              ------    ------
Cash and cash equivalents at end of period    $7,828    $5,755
                                              ======    ======


Supplemental cash flow disclosure:

IPU distributions paid                        $11,210   $19,617
                                              =======   =======
Income taxes paid                             $49,476   $87,516
                                              =======   =======
</TABLE>

See accompanying Notes to Condensed Consolidated Financial Statements.
                      UNIMAR COMPANY AND SUBSIDIARIES

           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            SEPTEMBER 30, 1998
                                (UNAUDITED)
                                     

(1)  Unimar Company (the Company) is a general partnership organized under
  the Texas Uniform Partnership Act.  The Company's partners are Unistar,
  Inc., a Delaware corporation and a direct subsidiary of Union Texas
  Petroleum Holdings, Inc., a Delaware corporation and a wholly-owned
  subsidiary of Atlantic Richfield Company, and LASMO (Ustar) Inc., a
  Delaware corporation and an indirect wholly-owned subsidiary of LASMO
  plc, a public limited company organized under the laws of England.  Each
  partner shares equally in the Company's net earnings, distributions and
  capital contributions.

(2)  These condensed consolidated financial statements should be read in
  the context of the consolidated financial statements and notes thereto
  included in the Company's 1997 annual report on Form 10-K.  In the
  opinion of management, the accompanying financial statements contain all
  adjustments of a normal recurring nature necessary for a fair
  presentation.  Interim results are not necessarily indicative of results
  on an annualized basis.

  The preparation of financial statements in conformity with generally
  accepted accounting principles requires management to make estimates and
  assumptions that affect the reported amounts of assets and liabilities
  and disclosure of contingent assets and liabilities at the date of the
  financial statements and the reported amounts of revenues and expenses
  during the reporting period.  Actual results could differ from those
  estimates.

(3)  The table below outlines the calculation of the Indonesian
  Participating Unit (IPU) participation payment for the third quarter of
  1998.
                                                    1998
                                                Third quarter
                                           (Thousands of dollars)
     <TABLE>
     <CAPTION>
     <S>                                            <C>
  Positive cash flow:
    Gas receipts                                 $27,606
    Oil and condensate receipts                   8,842
    Other non-revenue cash receipts from the
      Joint Venture                               2,072
                                                  ------

     Total positive cash flow                      38,520
                                                   ------
  Cash outflows:
    Expenditures to the Joint Venture            13,556
    Indonesian income taxes                       10,662
                                                  -------
     Total cash outflows                           24,218
                                                   ------
  Net positive cash flow from 23.125% interest
    in the Joint Venture                          $14,302
                                                  =======
  Net cash flow for the benefit of the IPU holders*
                                                   $3,449
                                                   ======
  Participation Payment per IPU*                    $0.32
                                                   =====
</TABLE>

    * Each IPU is entitled to 1/14,077,747 of 32% of net positive cash flow
  until  September  25, 1999 at which time the Units will  expire  with  no
  residual  value.   As of September 30, 1998, there were  10,778,590  IPUs
  issued and outstanding.

                UNIMAR COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       SEPTEMBER 30, 1998
                          (UNAUDITED)

(4)    The original Production Sharing Contract (PSC) between the IJV and
  Pertamina expired on August 7, 1998 after a 30-year period.  The amended
  and extended PSC became effective on August 8, 1998 for an additional 20-
  year period.  Under terms of the extended PSC, the IJV's after-tax share
  of gas has been reduced from 35 percent to 30 percent (or 25 percent for
  certain contracts), while the IJV's after-tax share of oil remains
  unchanged at 15 percent; the applicable Indonesian tax rate for gas and
  oil has been reduced from 56 percent to 48 percent.  As a result of this
  change in income tax rate, the Company recorded a reduction in its
  deferred Indonesian income tax liability of $25 million, a reduction in
  property, plant & equipment of $5 million, and a deferred income tax
  benefit of $20 million in the third quarter of 1998.  Remaining
  temporary tax differences will reverse in future periods at the lower
  Indonesian tax rate.

(5)  In June 1997, the Financial Accounting Standards Board (?FASB?) issued
  Statement of Financial Accounting Standards (?SFAS?) No. 130, ?Reporting
  Comprehensive Income.?  This statement establishes standards for
  reporting and display of comprehensive income and its components in a
  full set of financial statements.  The Company adopted SFAS No. 130 in
  the first quarter of 1998.  The Company?s comprehensive income for the
  first nine months of 1998 is as follows:
<TABLE>
<CAPTION>
                                       Nine months ended September 30,
                                                1998      1997
                                              -----      -----
<S>                                             <C>        <C>
  Net income                                 $40,205    $37,689
  
  Other comprehensive income:
    Minimum pension liability adjustment          --        109
                                             --------   -------
  Comprehensive income                       $40,205    $37,798
                                              =====      =====
</TABLE>
  Adoption of SFAS No. 130 had no impact on Partners' Capital in the first
nine months of 1998.
(6)  In June 1997, the FASB also issued SFAS No. 131, "Disclosures about
  Segments of an Enterprise and Related Information."  This statement
  establishes standards for reporting information about operating segments
  in annual financial statements and requires that enterprises report
  selected information about operating segments in interim reports.  The
  Company will adopt the provisions of SFAS No. 131 during 1998.  As SFAS
  No. 131 establishes standards for reporting and display, the Company
  does not expect the adoption of this statement to have a material impact
  on its financial condition or results of operations.


(7)  In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
  Instruments and Hedging Activities".  This statement establishes standards
  of accounting for and disclosures of derivative instruments and hedging
  activities.  This statement is effective for fiscal years beginning after
  June 15, 1999.  The Company has not yet determined the impact of this
  statement on the Company's financial condition or results of operations.



                      UNIMAR COMPANY AND SUBSIDIARIES
                                     
                  MANAGEMENTS DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
  The following discussion should be read in conjunction with the business
section, consolidated financial statements, notes, and management's
discussion contained in the Company's 1997 annual report on Form 10-K, and
condensed consolidated financial statements and notes contained in this
report.

LIQUIDITY AND CAPITAL RESOURCES

  Cash flow from operations amounted to $41 million for the nine months
ended September 30, 1998, as compared to $58 million for the same period in
1997.  The decrease primarily resulted from lower sales prices and lower
LNG volumes.  Capital expenditures of $19 million were spent primarily on
continued development activities in the Indonesian Joint Venture (IJV).
Net distributions to the partners for the first nine months of 1998 were
$22 million (nine months 1997, $36 million).
  
     The original Production Sharing Contract (PSC) between the IJV and
Pertamina expired on August 7, 1998 after a 30-year period.  The amended
and extended PSC became effective on August 8, 1998 for an additional 20-
year period.  Under terms of the extended PSC, the IJV's after-tax share of
gas has been reduced from 35 percent to 30 percent (or 25 percent for
certain contracts), while the IJV's after-tax share of oil remains
unchanged at 15 percent; the applicable Indonesian tax rate for gas and oil
has been reduced from 56 percent to 48 percent.
  
  The Company's ability to generate cash is primarily dependent on the
prices it receives for the sale of liquefied natural gas (LNG) and, to a
lesser extent, the sale of crude oil and liquefied petroleum gas (LPG). LNG
and LPG are primarily sold under long term contracts whose prices are
derived from a basket of Indonesian crudes.  In the event cash generated
from operations is not sufficient to meet capital investment and other
requirements, the partners will fund any shortfall through additional cash
contributions.  The Company cannot predict with any degree of certainty the
prices it will receive in future periods for its crude oil, LNG and LPG.
The Company's financial condition, operating results and liquidity will be
materially affected by any significant fluctuations in its sales prices.
  
                                     
                      UNIMAR COMPANY AND SUBSIDIARIES
                                     
                  MANAGEMENTS DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                     
The economic and political events in Southeast Asia since the middle of
1997 have not significantly affected the Company, and the IJV's production
operations have continued without interruption.  LNG revenue is protected
by U.S. dollar denominated, long-term, take-or-pay contracts, which are
administered through a U.S. based trustee.  The Company, through the
Operator of the IJV, is closely monitoring the situation both in Indonesia
and throughout the Asia Pacific region to measure the effect of these
events on its operating and financial condition.

RESULTS OF OPERATIONS

Quarter  ended  September 30, 1998 compared to Quarter ended September  30,
1997
---------------------------------------------------------------------------
  Net earnings were $25 million for the third quarter of 1998, as compared
to $9 million for the third quarter of 1997.  The $16 million increase in
net earnings was primarily the result of a $20 million deferred income tax
credit caused by a change in the Indonesian tax rates under the amended and
extended PSC which became effective on August 8, 1998 (see Liquidity and
Capital Resources).  Operationally, lower current taxes, lower production
costs and an increase in other income partially offset lower total
revenues.

  Revenues were $32 million for the third quarter of 1998, as compared to
$49 million for the same quarter last year.  Of the overall decrease in
revenues, approximately 65 percent resulted from lower realized prices and
the remaining 35 percent resulted primarily from lower gas sales volumes.
The weighted average crude oil basket price used to determine LNG prices
was $12.47 per barrel for the third quarter of this year, or $5.61 per
barrel lower than in the corresponding 1997 quarter.  As a result, the
average price received for LNG during the third quarter of 1998 decreased
$0.80 per million BTUs to $2.11 per million BTUs.  The average realized
crude oil price in the third quarter of 1998 was $13.15 per barrel, as
compared to $18.24 per barrel in the corresponding 1997 quarter.  The
prices received by the Company for its products have reflected the
declining trend in world wide crude oil prices which has occurred during
this year.

  The IJV's share of LNG sold during the third quarter of 1998 was 56
trillion BTUs (18.9 net equivalent cargoes), approximately 19 percent lower
                      UNIMAR COMPANY AND SUBSIDIARIES
                                     
                  MANAGEMENTS DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS (CONT'D)
  
than the 1997 third quarter volumes of 68 trillion BTUs (23.2 net
equivalent cargoes).  Crude oil volumes net to the Company increased by 193
thousand barrels to 666 thousand barrels. Because of reduced oil prices,
the IJV's share of oil volumes increased to enable cost recovery of certain
expenditures.
  
  Production costs for the third quarter of 1998 decreased by $2 million
as compared to the corresponding quarter in 1997 primarily due to favorable
exchange rates on IJV expenditures denominated in the Indonesian currency
and non-recurring prior year costs associated with the Operator's business
process reengineering plan.  Exploration costs decreased by $1 million,
reflecting a reduction in exploration activity in the third quarter of
1998.  Other income increased by approximately $1 million, due to a gain
recorded on the sale of an interest in certain mining claims in Alaska.
  
  Income taxes were a credit of $8 million for the third quarter of 1998,
as compared to a $21 million expense for the same quarter in 1997.  The
decrease in current taxes was due to lower taxable revenues as well as the
reduction in the Indonesian tax rate under the extended PSC (see Liquidity
and Capital Resources).  The deferred tax credit of $18 million was
primarily due to the Indonesian tax rate reduction from 56 percent to 48
percent, which occurred on August 8, 1998. This lower tax rate resulted in
a decrease in the Company's deferred Indonesian tax liability since
remaining temporary tax differences will reverse in future periods at the
lower Indonesian tax rate.
  
Nine Months ended September 30, 1998 compared to Nine Months ended
------------------------------------------------------------------
September 30, 1997
------------------
  Net earnings were $40 million for the first nine months of 1998, as
compared to $38 million for the first nine months of 1997. The $2 million
increase in net earnings included the effect of a $20 million deferred
income tax credit caused by a change in the Indonesian tax rates under the
amended and extended PSC which became effective on August 8, 1998 (see Note
4 to the Condensed Consolidated Financial Statements).  Operationally,
lower overall revenues were partially offset by lower current taxes, lower
production costs, lower depletion, and an increase in other income.
                      UNIMAR COMPANY AND SUBSIDIARIES
                                     
                  MANAGEMENTS DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS (CONT'D)
                                     
Revenues were $106 million for the first nine months of 1998, as compared
to $165 million for the same period last year.  Of the overall decrease in
revenues, approximately 66 percent resulted from lower realized prices and
the remaining 34 percent resulted primarily from lower gas sales volumes.
The weighted average crude oil basket price used to determine LNG prices
was $13.54 per barrel for the first nine months of this year, or $6.41 per
barrel lower than in the corresponding 1997 period.  As a result, the
average price received for LNG during the first nine months of 1998
decreased $0.95 per million BTUs to $2.26 per million BTUs. The average
realized crude oil price in the first nine months of 1998 was $13.80 per
barrel, as compared to $19.64 per barrel in the corresponding 1997 period.
The prices received by the Company for its products have reflected the
declining trend in world wide crude oil prices which has occurred during
this year.

  The IJV's share of LNG sold during the first nine months of 1998 was 173
trillion BTUs (58.7 net equivalent cargoes), approximately 18 percent lower
than the 1997 first nine month volumes of 212 trillion BTUs (72.0 net
equivalent cargoes).  Crude oil volumes net to the Company increased by 474
thousand barrels to 1.8 million barrels.  Because of reduced oil prices,
the IJV's share of oil volumes increased to enable cost recovery of certain
expenditures.
  
   The IJV's share of LNG shipments for 1998 is expected to decline by
about 20 percent as compared to 1997.  The primary reasons for this decline
are the phase-out of the original 1973 LNG Sales Contract in which the IJV
had a higher participation interest, a reduction in the IJV's share of gas
under the extended PSC, and revisions to the LNG deliveries planned for the
year.
  
  One of the LNG customers, Korea Gas Corporation (KGC), has fully
utilized its contractual provision for downward flexibility (also known as
rounding down of volumes).  In March of 1998, KGC further agreed with
Pertamina, the state petroleum enterprise of Indonesia, to reschedule
certain of its 1998 cargo commitments into the year 2000.  Subsequently,
KGC requested an additional cargo reduction and in fact has not taken
delivery of these contractual cargoes.  Both the Korea II LNG Sales
Contract and the Badak V Sales Contract, for which KGC is the LNG buyer,
                      UNIMAR COMPANY AND SUBSIDIARIES

                  MANAGEMENTS DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                     
RESULTS OF OPERATIONS (CONT'D)
  
contain take-or-pay provisions.  In continuing negotiations, Pertamina has
proposed a pricing settlement for KGC to pay an incremental amount on each
Korea II cargo delivered between the years 1999 and 2014 for each 1998
cargo not taken while KGC has proposed a volumetric settlement over similar
years.  The Company is continuing to monitor this situation but does not
expect that this total reduction of twelve gross cargoes will have a
material impact on its 1998 earnings.

  Production costs for the first nine months of 1998 decreased by
approximately $5 million as compared to the corresponding period in 1997
due primarily to favorable exchange rates on IJV expenditures denominated
in the Indonesian currency and non-recurring prior year costs associated
with the Operator's business process reengineering plan.  Depletion,
depreciation and amortization charges decreased by $2 million as compared
to the first nine months of 1997, due to the lower overall level of
production. Other income increased by approximately $1 million, due to a
gain recorded on the sale of an interest in certain mining claims in
Alaska.
  
  Income taxes were $21 million for the first nine months of 1998, as
compared to $74 million for the same period in 1997.  The decrease in
current taxes was due to lower taxable revenues as well as the reduction in
the Indonesian tax rate under the extended PSC (see Liquidity and Capital
Resources). The deferred tax credit of $20 million was primarily due to the
Indonesian tax rate reduction from 56 percent to 48 percent, which occurred
on August 8, 1998 pursuant to the extended PSC.  This lower tax rate
resulted in a decrease in the Company's deferred Indonesian tax liability
since remaining temporary tax differences will reverse in future periods at
the lower Indonesian tax rate.


YEAR 2000 ISSUE

The  year  2000  issue  ("Y2K") relates to computer programs  and  embedded
computer  chips having two digits rather than four to define the applicable
year.   Computer programs or equipment having date-sensitive  software  may
recognize  a  date  using  "00" as the year  1900  instead  of  2000.   The
Company's  most  significant Y2K risk is through its  subsidiary,  Virginia
Indonesia
                      UNIMAR COMPANY AND SUBSIDIARIES
                                     
                  MANAGEMENTS DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                     
YEAR 2000 ISSUE (CONT'D)

Company  ("VICO"),  as Operator of the IJV.  VICO has a  comprehensive  Y2K
Program that was initiated in May of 1997 and has appointed a special  task
force  ("the  Y2K Team") to identify, assess and develop remediation  plans
for  both  internal  and  external  Y2K problems.   The  Y2K  Team  reports
regularly  to VICO's Board of Directors and has the authority and resources
to carry out its directive.

  The Y2K Team has been evaluating all internal date-sensitive systems and
equipment critical to the organization.  The assessment phase of the
Program includes ranking those items considered to be of low, medium and
high importance according to their individual impact on the IJV's business,
safety and the environment.  Both information technology and embedded
processors (East Kalimantan field control facilities, etc.) are being
analyzed.  Special emphasis has been given to control systems at the East
Kalimantan field facilities.  For all those items identified with Y2K
problems, remedial action plans are being developed.  The remedial planning
phase of the Project will be completed by the end of 1998.  Remedial plans
for some items are currently underway, as outlined below.

  With the assistance of an outside consulting firm, VICO is converting its
finance and accounting systems to a year 2000 compliant system.   The
system is scheduled to become fully operational in June of 1999.
Discussions with vendors of pre-packaged software critical to payroll,
human resources and seismic applications have resulted in written
assurances from most of the vendors that year 2000 compliant replacement
software will be provided before the end of June 1999.  The Y2K Team will
monitor each of these situations.

  The Y2K Team is assessing third-party risk to VICO (and the IJV) and
preparing the appropriate remediation plans.  This phase is about 30
percent complete.  Third-party risk can be segregated into two areas - the
Production Chain and Other Services.  The Production Chain includes the
Bontang LNG plant, the Santan oil terminal (operated by UNOCAL Indonesia
Company), the vessels taking deliveries of oil and gas, and the buyers'
receiving terminals. VICO has already performed two reviews of the Y2K
program at the Bontang LNG plant and will provide additional
                      UNIMAR COMPANY AND SUBSIDIARIES
                                     
                  MANAGEMENTS DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                     
YEAR 2000 ISSUE (CONT'D)

instrumentation experts to the plant to assist in its remediation plans.
Pertamina is assisting VICO and other PSCs in verifying the Y2K compliance
of all vessels and receiving terminals. Other Services includes various
third-party service providers and suppliers.  The Y2K Team is currently
preparing a list that identifies all critical other third parties and will
use information already collected by one of its parent companies (Atlantic
Richfield Company) on third parties common to both.

The Y2K Team will begin to prepare a detailed contingency plan in April  of
1999.   This  plan  will be continually updated throughout  1999  and  will
include the following:

       Pre-year 2000 actions to mitigate the impact of Y2K problems, should
       they appear;
       Daily plans for critical Y2K dates;
       Detailed business recovery plans for various Y2K failure scenarios;
       and;
       Staff and other resources required for Y2K.

  The costs to address Y2K are estimated to be around $4 million and are
funded out of IJV operating cash flows.  The IJV is entitled to cost
recover these expenditures as incurred.

  The Y2K Program is expected to significantly reduce the level of
uncertainties about the Year 2000 problems to the Company and the IJV.  The
Company believes that with the implementation of new business systems and
the timely completion of the Y2K Program, the possibility of significant
interruptions in normal operations should be reduced.   However, if any
material Year 2000 problems are not properly corrected, particularly any
for which the Company has no control, there can be no assurance that this
will not have a material impact on the results of operation, liquidity and
financial condition of the Company and on the interests held by other
partners in the IJV.

FORWARD LOOKING STATEMENTS

  The discussion of the Company's business and operations in this report,
and its discussion regarding the Year 2000 Issue, include in several
instances forward-looking statements, which are based upon management's
good faith assumptions relating to the financial, market, operating,
political and other relevant environments that will exist and affect the
Company's business and operations in the future.  No assurance can be made
that the assumptions upon which management based its forward-looking
statements will prove to be correct, or that the Company's business and
operations will not be affected in any substantial manner by other factors
not currently foreseeable by management or beyond the Company's control.
All forward-looking statements involve risks and uncertainty, including
those described in this report.  Such statements shall be deemed in the
future to be modified in their entirety by the Company's public
pronouncements, including those contained in all future reports and other
documents filed by the Company with the Securities and Exchange Commission.
                      UNIMAR COMPANY AND SUBSIDIARIES
                                     

PART II.  OTHER INFORMATION


Item 5. Other Events
        ------------
        None.

        
Item 6. Exhibits and Reports on Form 8-K
        --------------------------------
        (a)  Exhibits
          
        (27)-1-  Financial   Data  Schedule  for  the  nine  months   ended
                 September 30, 1998.

        (b)  Reports on Form 8-K

             None.
          
                      UNIMAR COMPANY AND SUBSIDIARIES
                                     
                                 SIGNATURE


    Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.



                               UNIMAR COMPANY



                               By:  /S/ Linda A. Kubecka
                                    Linda A. Kubecka
                                    (Principal financial officer and the
                                    officer duly authorized to sign on
                                    behalf of the registrant.)


DATE:  November 16, 1998