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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A

(MARK ONE)

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

          [ ]      FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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
        (State or other jurisdiction of             (I.R.S.  Employer
          incorporation or organization)           Identification  No.)

                          3050 POST OAK BLVD, SUITE 699
                                 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: 121,037,504 shares of common stock were
outstanding  on  August  20,  1999.

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<PAGE>
                           ABACAN RESOURCE CORPORATION
                                      INDEX


PART  I       FINANCIAL  INFORMATION                                Page Number

     Item 1   Consolidated Balance Sheets as of June  30,                     3
              1999  and  December  31,  1998

              Consolidated  Statements  of  Operations  for the               4
              Three Months and Six Months ended June 30, 1999 and 1998

              Consolidated  Statements  of Change in Cash Flows               5
              for the Three Months  and Six  Months ended June 30,
              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 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)


                                                 June 30,     December 31,
                                                   1999           1998
                                               (unaudited)     (audited)
                                               ------------  --------------
ASSETS
<S>                                            <C>           <C>
Current Assets
   Cash                                        $     1,646   $       3,305
   Accounts receivable                                  18              31
                                               ------------  --------------
                                                     1,664           3,336

Petroleum and natural gas properties (Note 3)       92,404          92,431
Deposits and other                                      56              42
                                               ------------  --------------
                                               $    94,124   $      95,809
                                               ============  ==============
LIABILITIES
Current Liabilities
   Accounts payable                            $     9,232   $       9,170
   Interest payable (Note 5)                         1,464             493
   Royalties payable (Note 4)                        5,373           5,373
   Senior Secured Loan (Note 5)                     30,702          30,702
                                               ------------  --------------
                                                    46,771          45,738
                                               ------------  --------------

SHAREHOLDERS' EQUITY
Share capital                                      276,750         276,750
Deficit                                           (229,397)       (226,679)
                                               ------------  --------------
                                                    47,353          50,071
                                               ------------  --------------
                                               $    94,124   $      95,809
                                               ============  ==============
</TABLE>

                                      -3-
<PAGE>

<TABLE>
<CAPTION>
                              ABACAN RESOURCE CORPORATION
                   CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
                              (Thousands of U.S. Dollars)

                                             Three Months Ended      Six Months Ended
                                                  June 30                June 30
                                            --------------------  ---------------------
                                              1999       1998       1999       1998

                                                           (unaudited)
<S>                                         <C>        <C>        <C>        <C>
REVENUE
  Petroleum revenue (net of foreign taxes)  $      -   $  4,272   $      -   $ 14,258
  Royalties                                        -       (393)         -     (1,628)
  Interest and other                              20          -         48         41
  Property insurance settlement (Note 3)           -          -        460          -
                                            ---------  ---------  ---------  ---------
                                                  20      3,879        508     12,671
                                            ---------  ---------  ---------  ---------

EXPENSES                                    $      -   $  9,390   $      -   $ 17,431
  Operating                                      890        957      2,228      2,601
  General and administrative                     489      1,108        971      2,147
  Interest and other financial expense
  Depletion, depreciation and  amortization        5      2,055         27      4,035
                                            ---------  ---------  ---------  ---------
                                               1,384     13,510      3,226     26,214
                                            ---------  ---------  ---------  ---------

NET EARNINGS (LOSS) BEFORE THE UNDERNOTED     (1,364)    (9,631)    (2,718)   (13,543)
GAIN ON SALE OF ASSETS                             -     27,317          -     27,317
                                            ---------  ---------  ---------  ---------

NET EARNINGS (LOSS) FOR THE PERIOD            (1,364)    17,686     (2,718)    13,774
DEFICIT, Beginning of period                 228,033    243,088    226,679    239,176
                                            ---------  ---------  ---------  ---------
DEFICIT, END OF PERIOD                      $229,397   $225,402   $229,397   $225,402
                                            =========  =========  =========  =========

NET EARNINGS (LOSS) PER SHARE               $  (0.01)  $   0.15   $  (0.02)  $   0.12
                                            =========  =========  =========  =========
</TABLE>

                                      -4-
<PAGE>

<TABLE>
<CAPTION>
                                ABACAN RESOURCE CORPORATION
                      CONSOLIDATED STATEMENTS OF CHANGE IN CASH FLOW
                                (Thousands of U.S. Dollars)

                                                               Six Months Ended June 30
                                                                  -------------------
                                                                     1999      1998

                                                                      (unaudited)
Cash provided by (used in):
<S>                                                               <C>       <C>
OPERATING ACTIVITIES
   Net earnings (loss) for the period                             $(2,718)  $ 13,774
   Items not affecting cash
     Gain on sale of assets                                             -    (27,317)
     Depletion, depreciation and amortization                          27      4,035

   Changes in non-cash operating working capital items              1,046    (46,192)
                                                                  -------------------
                                                                   (1,645)   (55,700)
                                                                  -------------------
FINANCING ACTIVITIES
   Long term debt                                                       -     (4,417)
   Capital lease obligation                                             -     (6,566)
                                                                  -------------------
                                                                        -    (10,983)
                                                                  -------------------
INVESTING ACTIVITIES
   Expenditures on petroleum and natural gas
   properties                                                           -    (13,136)
   Changes in non-cash working capital items                            -     81,389
   Other                                                              (14)         -
                                                                  -------------------
                                                                      (14)    68,253
                                                                  -------------------
INCREASE (DECREASE) IN CASH                                        (1,659)     1,570
CASH - BEGINNING OF PERIOD                                          3,305      1,813
                                                                  -------------------
CASH - END OF PERIOD                                              $ 1,646   $  3,383
                                                                  ===================

SUPPLEMENTAL NON-CASH
   Acquisition of petroleum and natural gas
properties for common shares                                      $     -   $  2,000
                                                                  ===================
</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 June 30, 1999 and the consolidated statements
of  operations  and  deficit  and  changes in cash flows include all adjustments
(consisting  only  of  normal  recurring  adjustments  and  accruals) considered
necessary to present fairly the Company's financial position as at June 30, 1999
and  the  results of operations and cash flows for the six months ended June 30,
1999  and  June  30,  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.  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;

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.

                                      -6-
<PAGE>
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 Six Months Ended June 30
                         --------------------------------------------------------------------
                                    Loss                     Shares          Per-Share Amount

                             1999         1998         1999         1998       1999    1998
                         ------------  -----------  -----------  -----------  -------  ------
<S>                      <C>           <C>          <C>          <C>          <C>      <C>
Net earnings (loss)      $(2,718,000)  $13,774,000  114,370,836  114,370,836  $(0.02)  $0.12
Basic earnings (loss)
per Share                $     (0.02)  $      0.12            -            -       -       -
Stock Options             12,356,200    11,974,450            -            -       -       -
                         ------------  -----------  -----------  -----------  -------  ------
Diluted earnings (loss)
per Share                $     (0.02)  $      0.12            -            -       -       -
                         ============  ===========  ===========  ===========  =======  ======
</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 six months ended June 30, 1999, the Company had outstanding
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  six month period ended June 30, 1999, 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 disposed of by the Company.

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 and the indigenous Nigerian concession
owner, Optimum Petroleum Development Limited ("Optimum"). 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  August  1, 1999.  The Company is currently negotiating a
further  extension  with  the  government  of  Benin  to  meet  its  contractual
obligations.  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  June 30, 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

In  August  1997,  the  Company  obtained  debt financing of approximately $35.0
million  pursuant  to  a  Crude  Oil  Prepayment  Agreement  with  its crude oil
marketer.  This financing was replaced with a $30.7 million credit facility (the
"Secured  Loan")  on  June  30,  1998.  Under  the  terms  of  the Secured Loan,
repayment  of  $20.1  million  was  due  June 30, 1999 with the balance of $10.6
million due December 31, 1999.  Interest is payable quarterly on the outstanding
principal at a maximum rate equal to LIBOR plus 4% per annum commencing December
31,  1998.  Subsequent  to  December  31,  1998,  the  Company  received written
confirmation  from  the secured 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  secured  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 June 30, 1999
principal  repayment nor has it made the December 31, 1998, March 31 or June 30,
1999  interest  installments.  The  Company  is  currently  negotiating with the
secured  lender to restructure the Secured Loan with a view of further extending
its  principal  and  interest  repayment  obligations.

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.
The Company is not currently aware of any actions taken by the secured lender to
realize  on  its  security  notwithstanding  that  the  Company has not made the
required  principal  and  interest  payments  under  the  Secured  Loan.


                                      -8-
<PAGE>

6.     CONTINGENCIES

Although  Amni  agreed to assume liability for any claims against the Company in
respect  of  the  oil  and  gas  operations  on  the Ima Field, the Company will
continue  to  be liable to trade and other creditors in respect of which it is a
party  until  full  settlement  arrangements  can  be  established.  Management
believes  that  the  Company  does  not  have  any  exposure  in  these matters.

On  March  5,  1999,  the  Company  and Amni International Petroleum Development
Company  Limited  settled  a  $1.7  million  lawsuit  for approximately $860,000
utilizing  insurance  proceeds  from  the  IMA  #9  well  settlement.

7.     SUBSEQUENT  EVENTS

On  July  13,  1999,  Abacan  Resource Corporation closed a private placement of
6,666,668  common  shares  with  two  U.S. institutional investors at a price of
$0.15  per  common  share  for  gross  proceeds  of  $1,000,000.

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.

                                      -9-
<PAGE>
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.

OVERVIEW  OF  SECOND  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.  Although some delays have been encountered due to recent elections
held  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 concessions
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.   In Benin, the Company was
required  to  complete a seismic program and drill one well on Block 1 by August
1,  1999.  The  company  is  currently  negotiating a further extension with the
government  of  Benin  to  meet  its  contractual  obligations.  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  Block  4  minimum work program for the initial exploration period has
been  satisfied.


The  Company  continues  to  explore various options with respect to securing an
exploration  and development partner.  Types of relationships that are currently
being contemplated are joint venture transactions, farm-outs, sales of interests
or  a  merger.


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  June  30,  1999,  the Company had approximately $1.6 million of cash, senior
secured  debt of approximately $30.7 million, interest payable on senior secured
debt  of  approximately  $1.5  million,  accounts  payable of approximately $9.2
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 six
months  ended June 30, 1999. The Company does not anticipate generating revenues
or  cash  flow  until  the  completion  of the Benin Basin electrical generation


                                      -10-
<PAGE>

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  over  the  long  term.  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;

On  July 13, 1999, the Company completed a private placement of 6,666,668 common
shares  to two U.S. institutional investors at a price of $0.15 per common share
for  gross proceeds of $1,000,000.  The institutional investors have advised the
Company that additional near-term financing of up to $2,000,000 may be available
for  the  Company's  on-going  operations,  at  the discretion of the investors,
pursuant  to future private placements, at prices and terms to be agreed upon in
the  future.  However,  there  is  no  assurance  that  any such funding will be
available  to  the  Company.

SENIOR  SECURED  LOAN

In  August  1997,  the  Company  obtained  debt financing of approximately $35.0
million  pursuant to a Crude Oil Prepayment Agreement with a major international
oil  marketing  company.  The  proceeds  of this debt financing 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.  This  debt  financing  was replaced with a $30.7 million credit facility
(the "Secured Loan") on June 30, 1998.  The Secured Loan calls for the repayment
of  $20.1  million  on  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  June  30,  1999 principal
repayment  nor  has  it  made  the  December 31, 1998, March 31 or June 30, 1999
interest installments. The Company is negotiating with the lender to restructure
the  Secured  Loan  with  a view of further extending its principal and interest
repayment  obligations.

The  Company  has  granted  security  to  the  secured  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  secured  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 believes it is currently in default of
one  or  more  terms  of  the  Secured  Loan.  Notwithstanding such default, the
Company is not currently aware of actions taken by the secured lender to realize
upon  its  security.

INTEREST  AND  ACCOUNTS  PAYABLE

As  at  June  30,  1999, the Company had approximately $9.2 million in unsecured
trade  debt and approximately $1.5 million in interest payable on senior secured
debt.  The  Company  is  working  to  reach  settlement  arrangements  with  its
creditors  and  the  secured  lender.


                                      -11-
<PAGE>

Included  in  the  unsecured trade debt are claims of approximately $2.1 million
against  Abacan  Technical  Services  Limited,  a  subsidiary of Abacan Resource
Corporation.  Abacan  Technical  Services  Limited  has  no  material  assets.

CONTINGENCIES

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.  Management  believes  that  the Company does not have any material
exposure  in  these  matters.

ROYALTIES  PAYABLE

As  at  June 30, 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  either the three months or the six
months  ended  June  30,  1999.


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

During  the  six  month  period  ended  June  30,  1999,  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  by  the  Company.


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

General  and Administrative expenses for the six months ended June 30, 1999 were
approximately  $2.2 million versus approximately $2.6 million for the six months
ended  June  30,  1998.   Such expenses for the three months ended June 30, 1999
were  approximately  $890,000 versus approximately $957,000 for the three months
ended  June  30,  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  order  to  sustain  its  current  level  of
operations.

Interest  and  Other  Financial  Expense
----------------------------------------

For  the  three  months  ended June 30, 1999, the Company incurred approximately
$489,000  in  interest  and  other  financial expenses versus approximately $1.1
million  for  the  same period in 1998.  Cumulative interest and other financial
expense for the six months ended June 30, 1999 was approximately $971,000 versus
approximately  $2.1  million  for  the  same period in 1998.   These charges are
primarily  related  to  the  Secured  Loan  both  prior  to  and  following  its
restructuring  in June 1998.  The June 30, 1999 principal instalment payment has
not  been  made, nor has the December 31, 1998, March 31, 1999 and June 30, 1999
quarterly  interest  instalments.  The  Company  is negotiating with the secured
lender  to  further  restructure the Secured Loan by extending its principal and
interest  repayment  obligations.

                                      -12-
<PAGE>


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

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.

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.

                                      -13-
<PAGE>
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

Company  Completes  Private  Placement  of  6,666,668  Common  Shares
---------------------------------------------------------------------

On  July 13, 1999, the Company completed a private placement of 6,666,668 common
shares  to two U.S. institutional investors at a price of $0.15 per common share
for  gross proceeds of $1,000,000.  The institutional investors have advised the
Company that additional near-term financing of up to $2,000,000 may be available
for  the  Company's  on-going  operations,  at  the  discretion of the investors
pursuant  to  future private placement, at prices and terms to be agreed upon in
the  future.  However,  there  is  no  assurance  that  any such funding will be
available  to  the  Company.


                           PART II - OTHER INFORMATION

Item  1  -  Legal  Proceedings

On  March  5,  1999,  the  Company  and Amni International Petroleum Development
Company  Limited  settled  a  $1.7  million  lawsuit  for approximately $860,000
utilizing insurance proceeds from the IMA #9 well settlement.  On July 13, 1999,
Global Marine International Services Corporation obtained judgment of $2,105,087
plus  costs  of  approximately $31,000 against Abacan Technical Services Ltd., a
wholly  owned  subsidiary  of  Abacan  Resource  Corporation.  Abacan  Technical
Services  Ltd.  has  no  material  assets.

Item  3  -  Defaults  Upon  Senior  Securities

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 June 30, 1999
principal  repayment nor has it made the December 31, 1998, March 31 or June 30,
1999  interest  installments.  As  of  June  30, 1999 total interest arrears are
estimated  at  $1,464,000 in respect of such unpaid installments. The Company is
not currently aware of any actions taken by the Secured Lender to realize on its
security  notwithstanding  that  the Company has not made the required principal
and  interest  payments  under  the  Secured  Loan.


                                      -14-
<PAGE>
Item  6  -  Exhibits  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  June  30,  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:  August 23,  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>