SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(MARK  ONE)
[X]       QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

[ ]              FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999.

                                       OR

          TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

          FOR THE TRANSITION PERIOD FROM _____________ TO ____________


                         Commission File Number 33-99978

                           ABACAN RESOURCE CORPORATION
             (Exact name of registrant as specified in its charter)


             ALBERTA, CANADA                           (I.R.S. Employer
       (State or other jurisdiction of               Identification No.)
    incorporation or organization)                     


                          3050 POST OAK BLVD, SUITE 600
                                 HOUSTON, TEXAS
                                      77056
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (713) 479-9770
               Registrant's telephone number, including area code)


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

State  the number of shares outstanding of each of the issuers classes of common
equity, as of the latest practical date: 114,370,836 shares of common stock were
outstanding  on  May  11,  1999.


<PAGE>
                           ABACAN RESOURCE CORPORATION
                                      INDEX


PART I          FINANCIAL  INFORMATION                         Page  Number

        Item 1  Consolidated  Balance  sheets  as  of  March  31,              3
                1999  and  December  31,  1998

                Consolidated  Statements  of  Operations  for  the             4
                Three  Months  ended  March  31,  1999  and  1998

                Consolidated  Statements  of Change in Cash Flows              5
                for  the  Three  Months  ended  March  31,  1999  and  1998

                Notes  to  Consolidated Financial Statements                   6

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


PART  II        OTHER  INFORMATION

        Item 1  Legal  Proceedings                                            14

        Item 3  Defaults Upon Senior Securities                               14

        Item 4  Submission  of  Matters  to  a  Vote  of  Security Holders    15

        Item  6          Exhibits and Reports on Form 8K                      15

SIGNATURES                                                                    16

                                      -2-
<PAGE>
                         PART 1 - FINANCIAL INFORMATION

Item  1  -  Financial  Statements

<TABLE>
<CAPTION>
                             ABACAN RESOURCE CORPORATION
                             CONSOLIDATED BALANCE SHEETS
                             (Thousands of U.S. Dollars)


                                                March 31, 1999    December 31, 1998
                                                 (unaudited)          (audited)
                                               ----------------  -------------------
<S>                                            <C>               <C>

ASSETS

Current Assets
   Cash                                        $         2,497   $            3,305 
   Accounts receivable                                      23                   31 
                                               ----------------  -------------------

                                                         2,520                3,336 
                                               ----------------  -------------------



Petroleum and natural gas properties (Note 3)           92,409               92,431 
                                               ----------------  -------------------

Deposits and other                                          66                   42 
                                               ----------------  -------------------

                                               $        94,995   $           95,809 
                                               ================  ===================



LIABILITIES

Current Liabilities
   Accounts payable                            $        10,203   $            9,663 
   Royalties payable (Note 4)                            5,373                5,373 
   Senior Secured Loan (Note 5)                         30,702               30,702 
                                               ----------------  -------------------

                                                        46,278               45,738 
                                               ----------------  -------------------



SHAREHOLDERS' EQUITY

Share capital                                          276,750              276,750 
Deficit                                               (228,033)            (226,679)
                                               ----------------  -------------------

                                                        48,717               50,071 
                                               ----------------  -------------------

                                               $        94,995   $           95,809 
                                               ================  ===================
</TABLE>


                                      -3-
<PAGE>
<TABLE>
<CAPTION>
                           ABACAN RESOURCE CORPORATION
                CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
                      FOR THE THREE MONTHS ENDED MARCH 31,
                           (Thousands of U.S. Dollars)



                                                  1999          1998
                                              (unaudited)   (unaudited)
                                              ------------  ------------
<S>                                           <C>           <C>


REVENUE
   Petroleum revenue (net of foreign taxes)   $         -   $     9,986 
   Royalties                                            -        (1,235)
   Interest and other                                  28            41 
   Property insurance settlement (Note 3)             460   C
                                              ------------  ------------

                                                      488         8,792 
                                              ------------  ------------



EXPENSES
   Operating                                            -         8,041 
   General and administrative                       1,338         1,644 
   Interest and other financial expense               482         1,039 
   Depletion, depreciation and amortization            22         1,980 
                                              ------------  ------------

                                                    1,842        12,704 
                                              ------------  ------------

NET LOSS FOR THE PERIOD                            (1,354)       (3,912)
                                              ------------  ------------

DEFICIT, Beginning of period                      226,679       239,176 
                                              ------------  ------------

DEFICIT, END OF PERIOD                        $   228,033   $   243,088 
--------------------------------------------  ============  ============

NET LOSS PER SHARE                            $     (0.01)  $     (0.03)
--------------------------------------------  ============  ============
</TABLE>


                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                           ABACAN RESOURCE CORPORATION
                  CONSOLIDATED STATEMENTS OF CHANGE IN CASH FLOW
                       FOR THE THREE MONTHS ENDED MARCH 31,
                           (Thousands of U.S. Dollars)



                                                              1999        1998
                                                          (unaudited)   (unaudited)
                                                          ------------  -----------
<S>                                                       <C>           <C>


Cash provided by (used in):

OPERATING ACTIVITIES
   Net loss for the period                                $    (1,354)  $ (3,912)
   Items not affecting cash
     Depletion, depreciation and amortization                      22      1,980 
                                                          ------------  ---------

   Changes in non-cash operating working capital items            548     10,240 
                                                          ------------  ---------

                                                                 (784)     8,308 
                                                          ------------  ---------



FINANCING ACTIVITIES
   Long term debt                                                   -     (2,916)
   Capital lease obligation                                         -       (352)
--------------------------------------------------------  ------------  ---------

  -                                                                 -     (3,268)
--------------------------------------------------------  ------------           



INVESTING ACTIVITIES
   Expenditures on petroleum and natural gas properties             -    (15,758)
   Changes in non-cash working capital items                        -     10,862 
   Other                                                          (24)         -
                                                          ------------  ---------

                                                                  (24)    (4,896)
                                                          ------------  ---------



INCREASE (DECREASE) IN CASH                                      (808)       144 
                                                          ------------  ---------

CASH - BEGINNING OF PERIOD                                      3,305      1,813 
                                                          ------------  ---------

CASH - END OF PERIOD                                      $     2,497   $  1,957 
--------------------------------------------------------  ============  =========
</TABLE>


                                      -5-
<PAGE>
                           ABACAN RESOURCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.   BASIS OF PRESENTATION

     Interim  Financial  Statements
     ------------------------------

     The consolidated financial statements included herein have been prepared by
     Abacan Resource Corporation and are unaudited, except for the balance sheet
     at December 31, 1998,  which has been prepared  from the audited  financial
     statements at that date.  These financial  statements  include  accounts of
     Abacan Resource  Corporation,  a Canadian  Corporation  incorporated in the
     Province  of  Alberta  and  all  of  its  wholly  owned  subsidiaries  (the
     "Company").  The  accompanying  consolidated  balance sheet as at March 31,
     1999 and the consolidated  statements of operations and deficit and changes
     in cash flows for the three  months ended March 31, 1999 and March 31, 1998
     include all adjustments  (consisting only of normal  recurring  adjustments
     and  accruals)  considered  necessary to present  fairly the  Company's the
     financial  position as at March 31, 1999 and the results of operations  and
     cash flows for the three months ended March 31, 1999 and March 31, 1998.

     Certain information and footnote disclosures normally included in financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles  have been omitted  pursuant to the rules and regulations of the
     Securities and Exchange Commission (the "SEC").  These financial statements
     and the notes  thereto  should be read in  conjunction  with the  Company's
     annual  report on Form 10-KSB for the year ended  December 31, 1998 and any
     capitalized  terms  used but not  defined  in these  Notes to  Consolidated
     Financial  Statements  have the  same  meaning  given to them in that  Form
     10-KSB.

     Continuation  of  Business
     --------------------------

     Abacan Resource Corporation is an independent energy company engaged in the
     acquisition and exploration of oil and gas properties  located  principally
     in  the  West   African   countries   of  Nigeria  and  Benin.   Since  the
     reorganization  of its oil and gas operations in June 1998, the Company has
     focused its  efforts on its Benin Basin  holdings  where  negotiations  are
     currently  underway for the establishment in Benin of a natural gas powered
     electrical  generation  plant that is planned to utilize  the  natural  gas
     resources identified in the Company's Benin Basin concessions.  The Company
     is also actively  marketing the farm-out,  sale or other disposition of its
     properties to industry partners.

     The consolidated financial statements are unaudited and have been presented
     by management  using accounting  principles  applicable to a going concern,
     which assumes that the Company will continue  operations in the foreseeable
     future and be able to realize assets and satisfy  liabilities in the normal
     course of business.  The Company has a liquidity  problem which casts doubt
     upon the validity of this assumption.

     The Company's  ability to continue as a going concern is dependent upon the
     following factors which outline management's plan:

     i)   the  development  of the  natural  gas  reserves  in the  Benin  Basin
          Concessions  OML113 and OPL 310 including the  development of a market
          for the produced natural gas in this area;

     ii)  obtaining  financing  in the  form of  equity,  debt or a  combination
          thereof in order to continue the development of the petroleum reserves
          in the above mentioned Concessions;

     iii) negotiating  a  joint  venture  for  the  continued   exploration  and
          development of the Company's West African acreage position;

                                      -6-
<PAGE>
     iv)  continuing  to  finance  general  and  administrative   expenses  from
          existing cash or financing in the form of equity,  debt or combination
          thereof; and

     v)   negotiations with certain suppliers to settle current  liabilities and
          forbearance of the Company's secured and unsecured creditors.

     If the going concern  assumption was not  appropriate  for these  financial
     statements,  then  adjustments  would be necessary in the carrying value of
     assets  and  liabilities,  the  reported  net  loss and the  balance  sheet
     classifications used.

     Generally  Accepted  Accounting  Standards
     ------------------------------------------

     The  financial  statements  of the Company have been prepared in accordance
     with accounting  principles  generally accepted in Canada which differ from
     accounting  principles  generally  accepted  in the United  States.  In the
     opinion of management,  there are no differences  between Canadian and U.S.
     GAAP materially affecting the Company's interim financial statements.

2.   LOSS PER COMMON SHARE

     Supplemental loss per share information is provided below:

<TABLE>
<CAPTION>
                                            For the Three Months Ended March 31
                        ---------------------------------------------------------------------------
                            Loss                                 Shares           Per-Share Amount
                        --------------------------  -----------------------------  ----------------
                            1999          1998            1999           1998       1999     1998
                        ------------  ------------  ----------------  -----------  -------  -------
<S>                     <C>           <C>           <C>               <C>          <C>      <C>

Net loss                $(1,354,000)  $(3,912,000)       114,370,836  112,881,836  $(0.01)  $(0.03)
                        ------------  ------------  ----------------  -----------  -------  -------

Basic loss per Share
                        $     (0.01)  $     (0.03)                -            -        -        -
                        ------------  ------------  ----------------  -----------  -------  -------

Stock Options            12,356,200    10,461,750                 -            -        -        -
----------------------  ------------  ------------  ----------------  -----------  -------  -------

Diluted loss per Share
                        $     (0.01)  $     (0.03)                -            -        -        -
                        ============  ============  ================  ===========  =======  =======
</TABLE>

     Net loss per common share has been computed by dividing net earnings (loss)
     by the weighted average number of shares of common stock outstanding during
     the periods.  During the three months ended March 31, 1999, the Company had
     outstanding  12,356,200  stock options and warrants to purchase  12,356,200
     shares of common stock,  which were  antidilutive  and were not included in
     the  calculation as the exercise price exceeded the market value.  In 1998,
     the Company adopted SFAS No. 128,  "Earnings per Share," effective December
     31,  1997.  This  accounting  change had no effect on  previously  reported
     earnings (loss) per share (EPS) data.


                                      -7-
<PAGE>
3.   PETROLEUM AND NATURAL GAS PROPERTIES

     The Company disposed of substantially  all of its working  interests in its
     petroleum and natural gas  properties  located in the Niger Delta region of
     Nigeria in June 1998 as part of a general  reorganization  of its petroleum
     and natural gas operations.  As a result,  following the reorganization the
     Company's  principal  petroleum and natural gas properties are comprised of
     Nigerian  offshore Block OML 113, Block OPL 310 and Benin Republic offshore
     Blocks 1 and 4.

     During the period,  the Company received $460,000 from the settlement of an
     insurance claim of its Ima #9 well located in the Niger Delta in respect of
     a concession previously disclosed of.

     The Company's interests in its petroleum and natural gas properties include
     obligations to meet certain minimum work requirements and/or  expenditures.
     In the case of Block  OML 113,  the  Company  has  satisfactorily  met such
     minimum requirements.

     On Concession  Block OPL 310, the Company is required to complete a minimum
     work  program  consisting  of  three  wells  and  a  seismic  program.  The
     obligation of the Company to initiate  expenditures towards satisfaction of
     the minimum work program  commences  after receipt of requisite  government
     approval  of  the  joint  venture  agreement  between  the  Company  an the
     indigenous  Nigerian  concession  owner,   Optimum  Petroleum   Development
     Limited.  The OPL for Concession  Block OPL 310 has expired and Optimum has
     not secured a renewal,  extension or requisite  government  approval of the
     joint venture agreement.

     In Benin,  the Company was required to complete a seismic program and drill
     one well on Block 1 by February  28,  1999.  The  Company  has  obtained an
     extension  to August 30,  1999 to meet these  requirements.  The Company is
     required  to  complete  a  seismic  program  on Block 4 during  an  initial
     exploration  period  ending  January  31,  2000.  The  Company is  awaiting
     government  confirmation  that the  minimum  work  program  for the initial
     exploration period has been satisfied.

4.   ROYALTIES PAYABLE

     As at March 31, 1999,  royalties payable included an amount of $1.0 million
     owed to Abacan  International  Resource  Management  Inc.  ("Airmi"),  $1.4
     million  to Yinka  Folawiyo  Petroleum  Company  Limited  ("YFP")  and $2.9
     million to several other unrelated  companies.  All of the royalties relate
     to the Ima Field.  Airmi is a company wholly owned by Wade G. Cherwayko,  a
     former  senior  executive  officer  and  director  of the  Company.  YFP is
     substantially controlled by the father of Mr. Tunde Folawiyo, a director of
     the Company. Mr. Folawiyo is also an executive officer of YFP.

5.   SENIOR SECURED LOAN

     On June 30, 1998, the Company  established a $30.7 million credit  facility
     (the  "Secured  Loan").  The Secured Loan  replaced a Crude Oil  Prepayment
     Agreement that was established in 1997 and pursuant to which  approximately
     $35.0  million was advanced to the Company.  Under the terms of the Secured
     Loan,  interest  is payable  on the  outstanding  principal  balance of the
     credit  facility  at a  maximum  rate  equal  to Libor  plus 4% per  annum.
     Repayment  of $20.1  million of the  principal  amount is due June 30, 1999
     with the balance of $10.6 million due on December 31, 1999. Under the terms
     of the  Secured  Loan,  interest  payments  are due  quarterly  and were to
     initially  commence on December 31, 1998.  Subsequent to December 31, 1998,
     the Company  received written  confirmation  from the lender that the first
     quarterly  interest  payment due December 31, 1998 had been capitalized and
     that  interest  payments  would  commence  on March 31,  1999.  The  lender
     subsequently advised that notwithstanding its written extension,  the first
     interest installment  continued to be due on December 31, 1998. The Company
     has not made the December 31, 1998 or March 31, 1999 interest  installments
     and is currently negotiating with the lender for relief from these payments
     and from other near-term cash interest and principal payments.

                                      -8-
<PAGE>
     The Company has granted  security in respect of its  repayment  obligations
     under the Secured  Loan.  Included as security  are: (1) a pledge of all of
     the common  shares of those  subsidiaries  that hold or held  Participating
     Interests in the Company's Niger Delta and Benin Basin  Concessions;  (2) a
     series of  debentures  granting a security  interest  against the Company's
     Participating Interests in its Niger Delta and Benin Basin Concessions; and
     (3) a guarantee of Abacan Resource  Corporation for all outstanding amounts
     due under the Secured Loan.

6.   CONTINGENCIES

     While the Company is defending various lawsuits,  there are two lawsuits in
     which the claims are  significant,  which relate to liabilities  assumed by
     Amni.  Although Amni has agreed to assume  liability for any claims against
     the  Company  in respect of oil and gas  operations  on the Ima Field,  the
     Company  will  continue  to be liable to trade  and other  creditors  until
     settlement  arrangements  can be established.  The total amounts claimed in
     the two  lawsuits  (exclusive  of  costs  and  interest)  is  approximately
     $3,700,000.  The management of the Company has determined  that the Company
     does not have any material exposure in any of the lawsuits.

7.   SUBSEQUENT EVENTS

     On January 26,  1999,  the Company  announced  that it had been  advised by
     Nasdaq Stock Market Inc.  that the trading  price of the  Company's  common
     stock was below the $1.00  per  share  minimum  established  by the  Nasdaq
     National  Market for  continued  listing on that  market.  The  Company was
     granted until April 7, 1998 to meet the minimum trading price  requirement,
     failing which the Company's common stock would become subject to de-listing
     from the Nasdaq National Market. On March 29, 1999, the shareholders of the
     Company approved a resolution  authorizing the directors of the Company, in
     their sole  discretion,  to give effect to a  consolidation  (reverse stock
     split) of the Company's common stock in order to satisfy the Nasdaq minimum
     trading price requirement.  Subsequent  thereto,  the directors  determined
     that  it  was  not  in the  best  interests  of the  Company  to  effect  a
     consolidation at that time and did not proceed to authorize a consolidation
     of the Company's  common  stock.  On April 8, 1999,  the  Company's  common
     shares were de-listed from the Nasdaq National Market and commenced trading
     on the Nasdaq OTC Bulletin Board.  The Company's  common shares continue to
     trade on The Toronto Stock Exchange.

8.   UNCERTAINTY DUE TO THE YEAR 2000 ISSUE

     The Year 2000 Issue arises because many computerized systems use two digits
     rather than four to identify a year.  Date-sensitive  systems may recognize
     the  year  2000 as 1900  or some  other  date,  resulting  in  errors  when
     information  using  year 2000  dates is  processed.  In  addition,  similar
     problems  may  arise in some  systems  which use  certain  dates in 1999 to
     represent  something  other than a date. The effects of the Year 2000 Issue
     may be  experienced  before,  on, or after  January  1, 2000,  and,  if not
     addressed,  the impact on operations and financial reporting may range from
     minor  errors  to  significant  systems  failure  which  could  affect  the
     Company's ability to conduct normal business operations. However, it is not
     possible to be certain  that all  aspects of the Year 2000 Issue  affecting
     the  Company,   including  those  related  to  the  efforts  of  customers,
     suppliers, or other third parties, will be fully resolved.

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

The  following  should  be read in  conjunction  with  the  Company's  financial
statements  contained  herein and in the Form 10-KSB for the year ended December
31, 1998 along with Management's  Discussion and Analysis contained in such Form
10-KSB.  Any capitalized terms used but not defined in the following  discussion
have the same meaning given to them in the Form 10-KSB.

Abacan  Resource  Corporation  is an independent  energy company  engaged in the
acquisition and exploration of oil and gas properties located principally in the
West African  countries of Nigeria and Benin.  Prior to a reorganization  of its
oil and gas  operations in June 1998, the Company's  operations  were focused in
two  distinct  geological  regions - the Niger  Delta,  Nigeria's  prolific  oil
producing  region  located in  south-central  Nigeria,  and the Benin  Basin,  a
largely  unexplored  area located in the coastal  waters of western  Nigeria and
Benin.  Subsequent  to the  reorganization  of its oil and gas  operations,  the
Company has focused its efforts on its Benin Basin holdings  where  negotiations
are currently  underway for the  establishment in Benin of a natural gas powered
electrical  generation  plant  that is  expected  to  utilize  the  natural  gas
resources  identified in the Company's Benin Basin  concessions.  The Company is
also  actively  marketing  the  farm-out,  sale  or  other  disposition  of  its
properties to industry partners.

                                      -9-
<PAGE>
OVERVIEW OF FIRST QUARTER OF 1999

The  Company  is  continuing  to  focus  on its two  initiatives  involving  its
substantial Benin Basin acreage: (1) the Benin Power Project,  which is expected
to be  supplied  fuel from the  Company's  Block  OML 113 and Benin  Block 1 gas
reserves;  and (2) the exploration of its Benin Basin Concessions  consisting of
Block OML 113 and Block OPL 310 in Nigeria and Block 4, offshore Benin.

Benin Power Project
-------------------

On May 27,  1998,  the Company  entered  into a Letter of Intent  ("LOI") with a
subsidiary of a major international  natural gas and electrical power generating
company and the Government of Benin for the  development of an electrical  power
plant to be located in Cotonou,  Benin. Under the terms of the LOI, the required
natural gas feedstock for the project is expected to come from the Company's Aje
Field natural gas resources  identified on Nigerian Block OML 113 and from Block
1 in Benin.  Negotiations  are  continuing  towards the signing of a  definitive
Power Purchase Agreement.

Exploration of Additional Benin Basin Acreage
---------------------------------------------

The Company is focused on the development of its Benin Basin concession however,
it does not  currently  have the  financial  resources  necessary to explore and
develop its  prospects  and  therefore  will be reliant on  third-party  funding
sources to provide the necessary  capital to do so.  Interest has been expressed
by a several  possible  industry  partners and the Company  continues to explore
various options with respect to securing a partner.  Types of relationships that
are currently  being  contemplated  are joint venture  transactions,  farm-outs,
sales of interests or a merger.


                                      -10-
<PAGE>
LIQUIDITY,  OPERATING  AND  CAPITAL  REQUIREMENTS  AND  FUNDING  ALTERNATIVES

The Company  continues to have a serious liquidity problem that casts doubt upon
the ability of the Company to continue  operations in the foreseeable future. As
of March 31, 1999, the Company had  approximately  $2.5 million of cash,  senior
secured debt of approximately  $30.7 million,  accounts payable of approximately
$10.2 million and royalties payable of approximately $5.4 million.

As a result of the  disposition  of its producing  properties in June 1998,  the
Company did not have any other  source of oil and gas  revenue  during the three
months ended March 31, 1999. The Company does not anticipate generating revenues
or cash flow  until the  completion  of the Benin  Basin  electrical  generation
project or the sale or farm-out of part or all of its existing  properties.  The
Company has limited cash reserves and, despite a reduction in operational costs,
is  continuing  to incur  general,  administrative  and other  related  expenses
including  interest expense.  Based upon current  expenditure  levels,  the cash
reserves of the Company will not be sufficient to sustain the  operations of the
Company  at  current  levels.  That  being the case,  the  Company's  ability to
continue as a going concern is dependent on the following:

1.   The  development  of the natural gas  resources  in Benin Basin  Concession
     Blocks OML 113 and OPL 310 including the development of a commercial market
     for the natural gas produced in this area;

2.   Obtaining financing in the form of equity, debt or a combination thereof in
     order to continue the  development of the petroleum  resources in the above
     referenced concession blocks;

3.   Negotiating a joint venture for the continued  exploration  and development
     of the Company's West African acreage position;

4.   Continuing  to finance  general and  administrative  expenses from existing
     cash or financing in the form of equity, debt or a combination thereof;

5.   Negotiations  with certain  suppliers  to settle  current  liabilities  and
     forbearance of the Company's secured and unsecured creditors;

The Company has received an indication from two major shareholders that, subject
to the fulfillment of certain conditions, additional funding may be available to
the Company.  However,  there is no assurance  any such  funding,  joint venture
transactions or asset sales will be available to the Company.

SENIOR SECURED LOAN

In August 1997,  the Company was advanced a Secured Loan pursuant to a Crude Oil
Prepayment  Agreement  with a major  international  oil marketing  company.  The
proceeds  of the  Secured  Loan were used by the  Company  to repay  outstanding
project  financing and exploration  and development  costs for the production of
petroleum  from the Ima Field  located  in the Niger  Delta.  The $30.7  million
Secured Loan was  restructured on June 30, 1998. As  restructured,  repayment of
the  principal  amount of $20.1  million of the secured loan was deferred  until
June 30,  1999 with the  balance of $10.6  million  due on  December  31,  1999.
Interest payments were to commence quarterly on December 31, 1998. Subsequent to
December 31, 1998, the Company  received  written  confirmation  from the lender
that the  first  quarterly  interest  payment  due  December  31,  1998 had been
capitalized  and that interest  payments  would  commence on March 31, 1999. The
lender  subsequently  advised that  notwithstanding  its written extension,  the
first interest installment  continued to be due on December 31,1998. The Company
has not made the December 31, 1998 or March 31, 1999 interest installments.  The
Company is currently  negotiating  with the lender  regarding  relief from these
payments and from other near-term interest and principal  payments.  The Company
currently  does  not  have nor does it  anticipate  having  sufficient  funds to
satisfy the initial principal payment due on the Secured Loan on June 30, 1999.

                                      -11-
<PAGE>
The  Company  has  granted  security  to the lender in respect of its  repayment
obligations under the Secured Loan. The Secured Loan includes a number of events
of default. In the event of the Company's default under the terms of the Secured
Loan,  the lender may call upon the Company to immediately  pay the  outstanding
principal  or  interest  due  thereunder,  or take title to,  sell or  otherwise
dispose of the common shares of substantially all of the Company's subsidiaries.
Should the lender become entitled to realize upon its security,  the Company may
lose part or all of its interests in part of all of its oil and gas  properties.
The  Company  may  currently  be in default of one or more terms of the  Secured
Loan.

ACCOUNTS PAYABLE

As at March 31, 1999, the Company had  approximately  $10.2 million in unsecured
trade debt. The Company continues to work to reach settlement  arrangements with
its creditors.

CONTINGENCIES

While the Company is defending various lawsuits, there are two lawsuits in which
the  claims  are  significant,  which  relate to  liabilities  assumed  by Amni.
Although Amni has agreed to assume  liability for any claims against the Company
in respect of oil and gas operations on the Ima Field, the Company will continue
to be liable to trade and other creditors until  settlement  arrangements can be
established.  The total amounts claimed in the two lawsuits  (exclusive of costs
and interest) is  approximately  $3,700,000.  The  management of the Company has
determined  that the Company does not have any  material  exposure in any of the
lawsuits.

ROYALTIES PAYABLE

As at March 31, 1999,  royalties payable included an amount of $1.0 million owed
to Abacan  International  Resource  Management Inc.  ("Airmi"),  $1.4 million to
Yinka Folawiyo  Petroleum  Company  Limited  ("YFP") and $2.9 million to several
other unrelated  companies.  All of the royalties relate to the Ima Field. AIRMI
is a  company  wholly  owned by Wade G.  Cherwayko,  a former  senior  executive
officer and  director of the Company.  YFP is  substantially  controlled  by the
father of Mr. Tunde Folawiyo, a director of the Company. Mr. Folawiyo is also an
executive officer of YFP.

RESULTS OF OPERATIONS

Production and Sales
--------------------

The Company discontinued its hydrocarbon  production  operations due to the sale
of the  Ima  Field  in  June  1998.  Consequently,  no  production  revenues  or
production expenses were recorded during the three months ended March 31, 1999.

Property Insurance Settlement
-----------------------------

The Company received  approximately $460,000 from the settlement of an insurance
claim of its Ima #9 well  located in the Niger Delta in respect of a  concession
block previously disposed of.

General and Administrative Expenses
-----------------------------------

General and  Administrative  expenses  for the three months ended March 31, 1999
were approximately $1.3 million versus  approximately $1.6 million for the three
months ended March 31, 1998. The reduction in costs was attributed  primarily to
a reduction in overhead  expenses due primarily to the closure of three offices,
a reduction in staff  levels and the  out-sourcing  of several of the  Company's
administrative  functions.  The Company  continues  however to incur significant
legal and accounting expenses incurred related to the completion of negotiations
respecting  its Benin Basin  properties and its ongoing  restructuring  process.
Critical to continued  existence of the Company is the  continued  reduction and
re-alignment  of general  and  administrative  expenses  to better  reflect  the
Company's current  situation and future prospects.  The Company currently has no
revenue or cash flow and limited cash  reserves.  Accordingly,  the Company will
require  additional  financing  in the near term in order to sustain its current
level of operations.

                                      -12-
<PAGE>
Interest and Other Financial Expense
------------------------------------

For the three months ended March 31, 1999,  the Company  incurred  approximately
$0.5 million in interest and other financial expenses versus  approximately $1.0
million for the same period in 1998. These charges are primarily  related to the
lender both prior to and following its restructuring.  The December 31, 1998 and
March 31, 1999  quarterly  interest  payments have not been made. The Company is
currently  negotiating  with the lender regarding relief from these payments and
from other near-term cash interest and principal payments.

OUTLOOK

As outlined in the  Company's  most recent  annual  report on Form  10-KSB,  the
continuing  corporate  financial  restructure  is a  critical  priority  to  the
sustained  viability of the Company.  The Company is exploring  opportunities to
raise  additional  capital,  settle  liabilities  and reduce  overhead costs. In
addition,  the Company is  exploring  various  options  that allow for  external
funding for further  development of its remaining Benin Basin concession blocks,
including a farm-out,  sale of interests or merger. Should the Company be unable
to raise additional capital,  either directly or through a combination of a sale
or farm-out of assets,  or a business  combination,  it may be required to cease
operations.

YEAR 2000

The Company is  assessing  the impact of the Year 2000 issue on its  operations,
including the development and implementation of project plans and cost estimates
required to make its  information  systems  infrastructure  Year 2000 compliant.
Based on existing  information,  the Company believes that anticipated  spending
necessary to become Year 2000 compliant  will not have a material  effect on the
financial position, cash flows or results of operations of the Company, nor will
the Year 2000 issues cause any material  adverse  effect on the future  business
operations  of the  Company.  There  can  be no  assurance,  however,  as to the
ultimate effect of the Year 2000 issue on the Company.

SUBSEQUENT EVENTS

Common Shares De-Listed From Nasdaq National Market
---------------------------------------------------

On January 26, 1999,  the Company  announced  that it had been advised by Nasdaq
Stock Market Inc. that the trading price of the Company's common stock was below
the $1.00 per share  minimum  established  by the  Nasdaq  National  Market  for
continued listing on that market. The Company was granted until April 7, 1998 to
meet the minimum trading price  requirement,  failing which the Company's common
stock would become subject to de-listing  from the Nasdaq  National  Market.  On
March  29,  1999,  the   shareholders  of  the  Company  approved  a  resolution
authorizing  the  directors of the Company,  in their sole  discretion,  to give
effect to a consolidation (reverse stock split) of the Company's common stock in
order to satisfy  the  Nasdaq  minimum  trading  price  requirement.  Subsequent
thereto,  the directors  determined that it was not in the best interests of the
Company to effect a consolidation  at that time and did not proceed to authorize
a consolidation  of the Company's  common stock. On April 8, 1999, the Company's
common  shares were  de-listed  from the Nasdaq  National  Market and  commenced
trading on the Nasdaq OTC Bulletin Board.  The Company's  common shares continue
to trade on The Toronto Stock Exchange.


                           PART II - OTHER INFORMATION

Item  1  -  Legal  Proceedings

There  have  been  no  material  changes  to the status of the legal proceedings
reported  by  the  Company  on Form 10-KSB for the year ended December 31, 1998.

Item  3  -  Defaults  Upon  Senior  Securities


                                      -13-
<PAGE>
On June 30, 1998, the Company  restructured its outstanding $30.7 million senior
secured  loan.  As  restructured,  repayment  of the  principal  amount of $20.1
million of the loan was  deferred  until June 30, 1999 with the balance of $10.6
million due on December 31, 1999.  Interest payments were to commence  quarterly
on December 31, 1998.  Subsequent  to December  31, 1998,  the Company  received
written  confirmation from the lender that the first quarterly  interest payment
due December 31, 1998 had been  capitalized  and that  interest  payments  would
commence   on  March  31,   1999.   The  lender   subsequently   advised   that,
notwithstanding its written extension,  the first interest installment continued
to be due on December 31,  1998.  The Company has not made the December 31, 1998
or March 31, 1999  interest  installments.  As of March 31, 1999 total  interest
arrears are estimated at $974,000 in respect of such unpaid installments.


                                      -14-
<PAGE>
Item  4  -  Submission  of  Matters  to  a  Vote  of  Security  Holders

(a)  The Company held an annual and special meeting of shareholders on March 29,
     1999.

(c)  Set forth are the results of the voting with  respect to each matter  acted
     upon at the meeting (proxy totals in thousands):


<TABLE>
<CAPTION>

                                                                                          Broker
                                                  For       Against   Withheld  Abstain  Non votes
                                               ----------  ---------  --------  -------  ---------
<S>                                            <C>         <C>        <C>       <C>      <C>


Setting Number of Directors at Five            68,343,146    325,681        -        -          -
                                               ----------  ---------  --------  -------  ---------

Election of Directors
Timothy T. Stephens                            68,388,195          -   414,137       -          -
James S. Harvie                                68,414,332              388,000
T. B. ("Tunde") Folawiyo                       68,420,899              381,433
James A. Kishpaugh                             68,418,932              383,400
Kenneth C. Rutherford                          68,423,932              378,400
                                               ----------             --------                    

Amendment to the Articles of Incorporation to  67,616,231  1,104,443         -        -         -
Give Effect to a Reverse Stock Split, at the
Discretion of the Board of Directors

Appointment of Deloitte & Touche, LLP as       68,460,704          -   285,748        -         -
Auditor
</TABLE>


Item  6  -  Exhibit  and  Reports  on  Form  8-K

(a)  Exhibit - 27.1 - Financial Data Schedule

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


                                      -15-
<PAGE>
ABACAN  RESOURCE  CORPORATION  AND  SUBSIDIARIES  SIGNATURES


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.


                                        ABACAN  RESOURCE
                                        CORPORATION
                                        (Registrant)


Date:  May  14,  1999         By:  /s/  Timothy T. Stephens
       --------------                   -----------------------------------
                                        Timothy  T.  Stephens
                                        President (Chief Executive Officer)
                                        and  a  Director


                                      -16-
<PAGE>
                                Index to Exhibits




                     Exhibit #     Description Data Schedule
                     ---------     -------------------------
                       27.1        Financial Data Schedule


                                      -17-
<PAGE>