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 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  July  27,  1999.


<PAGE>
<TABLE>
<CAPTION>
                           ABACAN RESOURCE CORPORATION
                                      INDEX



PART I                   FINANCIAL INFORMATION               Page Number
<S>         <C>                                              <C>
  Item 1 .  Consolidated Balance Sheets as of June 30,                 3
            1999 and December 31, 1998

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

            Consolidated Statements of Change in Cash Flows            5
            for the 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                           14

SIGNATURES                                                            15
</TABLE>


                                        2
<PAGE>
                         PART 1 - FINANCIAL INFORMATION

ITEM  1  -  FINANCIAL  STATEMENTS
---------------------------------


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

<S>                                            <C>              <C>
                                                June 30, 1999    December 31, 1998
                                                 (unaudited)          (audited)
                                               ---------------  -------------------
ASSETS
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
                        FOR THE SIX MONTHS ENDED JUNE 30,
                           (Thousands of U.S. Dollars)

<S>                                           <C>           <C>
                                                   1999          1998
                                               (unaudited)   (unaudited)
                                              ------------  ------------
REVENUE
   Petroleum revenue (net of foreign taxes).  $         -   $    14,258
   Royalties . . . . . . . . . . . . . . . .            -        (1,628)
   Interest and other. . . . . . . . . . . .           48            41
   Property insurance settlement (Note 3). .          460             -
                                              ------------  ------------
                                                      508        12,671
                                              ------------  ------------

EXPENSES
   Operating . . . . . . . . . . . . . . . .            -        17,431
   General and administrative. . . . . . . .        2,228         2,601
   Interest and other financial expense. . .          971         2,147
   Depletion, depreciation and amortization.           27         4,035
                                              ------------  ------------
                                                    3,226        26,214
                                              ------------  ------------
NET LOSS BEFORE THE UNDERNOTED . . . . . . .       (2,718)      (13,543)
GAIN ON SALE OF ASSETS . . . . . . . . . . .            -        27,317
                                              ------------  ------------
NET EARNINGS (LOSS) FOR THE PERIOD . . . . .       (2,718)       13,774
DEFICIT, Beginning of period . . . . . . . .      226,679       239,176
                                              ------------  ------------
DEFICIT, END OF PERIOD . . . . . . . . . . .  $   229,397   $   225,402
                                              ============  ============
NET EARNINGS (LOSS) PER SHARE. . . . . . . .  $     (0.02)  $      0.12
                                              ============  ============
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                              ABACAN RESOURCE CORPORATION
                    CONSOLIDATED STATEMENTS OF CHANGE IN CASH FLOW
                           FOR THE SIX MONTHS ENDED JUNE 30,
                              (Thousands of U.S. Dollars)

<S>                                                         <C>           <C>
                                                                 1999          1998
                                                             (unaudited)   (unaudited)
                                                            ------------  ------------
Cash provided by (used in):
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  $         -   $     2,000
   common shares
                                                            ============  ============
</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 for the six months ended June 30, 1999 and June 30, 1998 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

                                        6
<PAGE>
     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  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 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 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.

                                        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.  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.

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.  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.

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.


                                       10
<PAGE>
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
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.


                                       11
<PAGE>
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.

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 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.


                                       12
<PAGE>
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.  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  six  months  ended  June 30, 1999,  the Company incurred approximately
$971,000  in  interest  and  other  financial expenses 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.

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.

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.


                                       13
<PAGE>
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.

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.


                                       14
<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  2 , 1999                   By: /s/ Timothy T. Stephens
       ----------------                   --------------------------------------
                                          Timothy  T.  Stephens
                                          President  (Chief  Executive  Officer)
                                          and  a  Director

                                       15
<PAGE>
                                Index to Exhibits




                  Exhibit  #     Description  Data  Schedule
                  ----------     ---------------------------

                      27.1     Financial  Data  Schedule
                      ----     -------------------------


                                       16
<PAGE>