UNITED STATES 
               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 September 30, 1998   

     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     0-8609     

               Future Petroleum Corporation     
     (Exact name of small business issuer as specified in charter)

         Utah                                        87-0239185  
(State or other jurisdiction of                   (I.R.S. Employer 
incorporation or organization)                     Identification No.) 

2351 West Northwest Highway, Suite 2130
            Dallas, Texas                                        75220
(Address of principal executive offices)                       (Zip Code)

                                 (214)350-7602              
              (Issuer's telephone number, including area code)

                                Not Applicable                       
(Former name, former address, and former fiscal year, if changed since last 
report)

     Check whether the issuer (1) filed all reports required to be filed by 
section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file 
such reports), and (2) has been subject to such filing requirements for the 
past 90 days.      Yes  [x ]        No [  ]

     Transitional Small Businness Disclosure Format (Check One): Yes __  No X

     APPLICABLE ONLY TO CORPORATE ISSUERS:

The Company had approximately 13,986,733 shares of common stock, par value
$0.01 per share, issued and outstanding as of November 14, 1998.

Transitional Small Business Disclosure Format (Check One): Yes     No  x

                 Page 1 of 13 Consecutively Numbered Pages



                               PART I
                          FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS


     The condensed consolidated financial statements included herein have been 
prepared by Future Petroleum Corporation (the "Company"), without audit, 
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial 
statements prepared in accordance with generally accepted accounting principles 
have been condensed or omitted. However, in the opinion of management, all 
adjustments (which consist only of normal recurring adjustments) necessary to 
present fairly the financial position and results of operations for the periods 
presented have been made.  These condensed consolidated financial statements 
should be read in conjunction with financial statements and the notes thereto 
included in the Company's Form 10-KSB filing for the year ended December 31, 
1997.

                                   -2-

                    FUTURE PETROLEUM CORPORATION

                     Consolidated Balance Sheets
                             (Unaudited)
                          September 30, 1998

                                ASSETS
                    
<TABLE>
<S>
CURRENT ASSETS:                                                     <C>
Cash and interest-bearing deposits                                  $  425,811
Current portion of notes receivable                                     93,177
Trade accounts receivable:               
Joint interest billings                                                 10,016
Accrued oil and gas sales                                              786,024
                                                                    -----------
     Total Current Assets                                            1,315,028 
                                        
PROPERTY AND EQUIPMENT:                                        
Proved oil and gas properties, using the full cost method of     
     accounting                                                     19,585,590
Other                                                                   49,660
                                                                    -----------
                                                                    19,635,250
Less accumulated depletion, depreciation, amortization and                              
     impairment                                                       (942,315)
                                                                    -----------
Net Property and Equipment                                           18,692,935
                                        
                                        
LEASE OPERATING RIGHTS:
Lease operating rights                                                  106,000
Less accumulated amortization                                           (17,500)
                                                                     -----------
   Net Operating Rights                                                  88,500

OTHER ASSETS:
Mining properties held for sale                                          39,977
Other                                                                    40,140
                                                                     -----------
   Net other assets                                                      80,117
                                                                     -----------
TOTAL ASSETS                                                       $  20,176,580
                                                                     ===========

</TABLE>                                   

                                   -3-

                     FUTURE PETROLEUM CORPORATION                         

                     Consolidated Balance Sheets               
                            (Unaudited)          
                         September 30, 1998                    

                                             
                    LIABILITIES AND STOCKHOLDERS' EQUITY               

<TABLE>
<S>                                                                <C>                                    
CURRENT LIABILITIES:                                         
Trade accounts payable                                             $   833,758
Current portion of notes payable                                        26,486
Accrued oil and gas proceeds payable                                    20,508
                                                                  ------------
   Total Current Liabilities                                           880,752 
                                             
                                             
DEFERRED GAIN ON SALE                                                   40,336

LONG TERM NOTES PAYABLE                                             12,778,033

DEFERRED TAX LIABILITY                                               1,200,650
                                             
                                             
STOCKHOLDERS' EQUITY:                                             
Preferred stock, $.01 par value, 200,000 shares authorized,          
     no shares issued                                                    --
Common stock, $.01 par value, 30,000,000 shares authorized,               
shares issued and outstanding; 13,696,733 at September 30, 1998 and    
5,678,779 at December 31, 1997                                        136,967
Additional paid-in capital                                          5,384,196 
Accumulated deficit                                                  (244,354)
                                                                  ------------                                           
   Total Stockholders' Equity                                       5,276,809 
                                                                  ------------
Total Liabilities and Stockholders' Equity                      $  20,176,580 
                                                                  ============
</TABLE>                                   

                                  -4-

                       FUTURE PETROLEUM CORPORATION                    

          Consolidated Statement of Operations and Accumulated Deficit  
                               (Unaudited)
                                        
<TABLE>                                        
                                                       Three Months Ended
                                                         September 30,
<S>                                            <C>                      <C>
                                               1998                      1997
                                            ---------              -----------
REVENUES:                                        
Oil and gas sales                           $ 790,893              $   60,417
Well operation fees                            21,433                  60,204 
                                           -----------             -----------
     Total Revenues                           812,326                 120,621
                                        
COSTS AND EXPENSES:                                        
Lease operations and production taxes         488,305                  56,500
General and administrative                     70,300                  32,123 
Interest                                      124,385                   1,004
Depletion, depreciation and amortization      166,443                  28,926 
                                           -----------             -----------
     Total Expenses                           849,433                 118,553
                                        
OTHER INCOME:                                         
Miscellaneous income                            1,422                    (313)
Interest income                                   921                   3,967
                                           -----------              ----------
     Total Other Income                         2,343                   3,654
                                           -----------              ----------
Income (Loss) Before Taxes                    (34,764)                  5,722

Deferred Income Tax Benefit                    12,000                    --

NET INCOME (LOSS)                             (22,764)                  5,722
                                           -----------              ----------

BEGINNING ACCUMULATED DEFICIT                (221,590)                (38,617)
                                           -----------              ----------
ENDING ACCUMULATED DEFICIT                 $ (244,354)             $  (32,895)
                                           -----------              ----------                                   
NET INCOME PER COMMON SHARE                $    (0.00)             $     0.00
                                           ===========             ===========                                        
WEIGHTED AVERAGE COMMON                                        
SHARES OUTSTANDING                          9,708,000               4,092,000
                                           ===========             ===========
</TABLE>

                                  
                     FUTURE PETROLEUM CORPORATION                    

          Consolidated Statement of Operations and Accumulated Deficit   
                            (Unaudited)
                                        
<TABLE>                                        
                                                Nine Months Ended     
                                                   September 30,
<S>                                         <C>                    <C>
                                           1998                    1997
                                        ------------            -----------
REVENUES:                                        
Oil and gas sales                       $ 1,822,127              $ 175,696
Well operation fees                          80,728                168,023
                                        ------------            -----------
     Total Revenues                       1,902,855                343,719
                                        
COSTS AND EXPENSES:                                        
Lease operations and production taxes     1,131,754                147,278
General and administrative                  290,953                126,547
Interest                                    406,511                  4,221
Depletion, depreciation and amortization    368,756                 88,040
                                         -----------            ----------- 
     Total Expenses                       2,197,974                366,086
                                        
OTHER INCOME:                                         
Miscellaneous income                         12,382                 29,377
Interest income                               3,639                 12,533
                                         -----------            -----------
     Total Other Income                      16,021                 41,910
                                         -----------            -----------
Income Before Taxes                        (279,098)                19,543

Deferred Income Tax Benefit                  98,000                  --
                                         -----------             ----------
NET INCOME (LOSS)                          (181,098)                19,543
                                         -----------             ----------
BEGINNING ACCUMULATED DEFICIT               (63,256)               (52,438)
                                         -----------             ----------
ENDING ACCUMULATED DEFICIT               $ (244,354)            $  (32,895)
                                         -----------             ----------
NET INCOME PER COMMON SHARE              $    (0.03)            $     0.00 
                                        ============             ==========
WEIGHTED AVERAGE COMMON                                        
SHARES OUTSTANDING                         7,053,000             4,092,000 
                                        ============             ==========
</TABLE>
                                   
                                 -5-


                         FUTURE PETROLEUM CORPORATION                    
                      Consolidated Statements of Cash Flows    
                                (Unaudited)
<TABLE>
                                                      Nine Months Ended     
                                                       September 30,
<S>                                                <C>                  <C>
                                                 1998                    1997
                                              ------------         ------------
CASH FLOWS FROM OPERATING ACTIVITIES:                                   
     Net Income (loss)                      $   (181,098)          $    19,543
Adjustments to reconcile to net cash 
   used in continuing operations:     
Depreciation, depletion, and amortization        368,756                88,040
Decrease (increase) in receivables              (518,418)             (172,680)
Deferred tax benefit                             (98,000)                --
(Decrease) increase in accounts payable
 and accrued expenses                            556,638               208,255
Other assets                                     (11,471)               (5,209)
                                              ------------          ------------
     Net cash provided by           
        operations                               116,407               137,949

CASH FLOWS FROM INVESTING ACTIVITIES:                                        
Additions to property and equipment           (7,187,420)             (174,419)
Reduction of lease operating rights                --                   35,464
                                             -------------            ----------
     Net cash used in investing 
        activities                            (7,187,420)             (138,955)

CASH FLOWS FROM FINANCING ACTIVITIES:                                        
Proceeds from sale of stock                      251,086                30,000
Additions to long-term debt                    8,773,594                 --
Repayment of long-term debt                   (1,820,787)              (18,470)
                                            -------------            -----------  
Net cash provided by financing
        activities                             7,203,893                11,530
                                            -------------            -----------

NET INCREASE IN CASH                                        
AND CASH EQUIVALENTS                             132,880                10,524 

CASH AND CASH EQUIVALENTS, beginning 
        of period                           $    292,931             $ 114,150 
                                            -------------           -----------
CASH AND CASH EQUIVALENTS, end of period    $    425,811             $ 124,674
                                            =============           ===========
CASH PAID FOR INTEREST DURING, the period   $    406,511             $   4,221
                                            =============           ===========

</TABLE>

                                   -6-                                   


             FUTURE PETROLEUM CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          (Unaudited)

Acquisition of Properties

     In August, 1998, the Company acquired approximately 51 gross producing 
wells in South Coles field located in California for $5,800,000 and 4,700,000 
shares of the Company's common stock.  The transaction was accounted for under 
the purchase method of accounting.  Revenues and expenses of the properties are 
included in the Company's Statement of Operations beginning August 1, 1998.

    The following pro forma information has been prepared as if the acquisition 
had been completed at the beginning of the respective periods:

                                         Nine Months Ended September 30,
                                               1998             1997
                                         _______________   _______________
            Revenues                     $    3,997,000    $     4,288,000
            Net income (loss)            $     (204,000)   $       269,000 
            Net income (loss) per share  $         (.01)   $           .02

See notes to financial statement included in the Company's 1997 Annual Report on
Form 10-KSB.

                                      -7-

ITEM 2. MANAGEMENT'S DISCUSSION AND 
        ANALYSIS OR PLAN OF OPERATIONS

Caution Respecting Forward-Looking Information

      This report contains certain forward-looking statements and information 
relating to the Company that are based on the beliefs of management as well as 
assumptions made by and information currently available to management.  When 
used in the document,  the words "anticipate," "believe," "estimate," 
"expect," and "intend" and similar expressions, as they relate to the Company 
or its management, are intended to identify forward-looking statements.  Such 
statements reflect the current view of the Company respecting future events 
and are subject to certain risks, uncertainties, and assumptions, including 
the risks and uncertainties noted.  Should one or more of these risk or 
uncertainties materialize, or should underlying assumptions prove incorrect, 
actual results may vary materially from those described herein as anticipated, 
believed, estimated, expected or intended.

Overview

     This discussion should be read in conjunction with Management's 
Discussion and Analysis or Plan of Operation in the Company's annual report on 
Form 10-KSB for the year ended December 31, 1997.  

     The Company is engaged through its subsidiaries and subsidiary 
partnerships in the development of oil and natural gas properties located 
onshore primarily in Texas, New Mexico, Oklahoma, California, and, through 
recent acquisitions, Mississippi.

     On August 14, 1998, the Company closed an acquisition by merger of oil 
and gas properties from Bargo Energy Resources, Ltd. ("Bargo") for a purchase 
price of $5.8 million, 4.7 million shares of the Company's common stock and a 
warrant to purchase an additional 250,000 shares of common stock.  The oil and 
gas properties purchased were a 37.68% working interest in the South Coles 
Levee Unit in Kern County, California.  As of August 1, 1998, the properties 
had estimated net proved reserves of 500,000 barrels of oil and 8 billion 
cubic feet of natural gas, or 11 billion cubic feet equivalent. Also on that 
date, certain partnerships affiliated with EnCap Investments L.C. ("EnCap") 
agreed to modify and extend their outstanding loans to the Company in the 
amount of approximately $7.3 million.  In connection with the renewal and 
amendment of the EnCap loans, the EnCap affiliates received 2.8 million shares 
of Future common stock. Following the transactions, the outstanding common 
stock of the Company was owned approximately one-third by the EnCap 
affiliates, one-third by Bargo and one-third by management and public 
shareholders. 

      On October 15, 1998, the Company completed the acquisition of additional 
oil and gas properties in five transactions, as follows:

          (1)      A 100% working interest in the Cross Creek Field located 
     in Harris and Montgomery Counties, Texas, was acquired from Bargo Energy 
     Resources, Ltd., a Texas limited partnership and a principal shareholder 
     of the Company ("Bargo"). On the same date, Bargo had acquired such 
     properties from Chevron U.S.A., Inc., a Pennsylvania corporation. The 
     effective date of the acquisition was October 1, 1998.

                                   -8-

           (2)      An interest in the Gin Unit located in Dawson 
     County, Texas, was acquired from NCI Properties, Ltd., a Texas limited 
     partnership. The effective date of the acquisition was August 1, 1998.

           (3)      An additional interest in the Shawnee Townsite 
     Unit located in Pottawatomie County, Oklahoma, was acquired from NCI 
     1990, Ltd., NCI Reserves, Ltd., NCI Properties, Ltd., Southwest Sulphur 
     & Oil, Inc., Wayne Newkumet, and Castello Enterprises, Inc. The 
     effective date of the acquisition was August 1, 1998.

           (4)      Interests in the NE Limes Field located in Live 
     Oak County, Texas, the Candy Field located in San Patricio County, 
     Texas, the Sand Hills Field located in Crane County, Texas, the Bruce 
     Roy Field located in Wharton County, Texas, the Bluitt Field located in 
     Roosevelt County, New Mexico, and the N. Yellow Creek Field located in 
     Wayne and Clark Counties, Mississippi, were acquired from Bargo Energy 
     Company, a Texas corporation and affiliate of Bargo, and TJG 
     Investments, Inc., a Texas corporation of which Tim J. Goff, a director 
     of the Company, is the president. The effective date of the acquisition 
     was September 1, 1998. 

           (5)      An interest in the Buna Field located in Jasper County, 
     Texas, was acquired from Pledger Partners, Ltd., a Texas limited 
     partnership and affiliate of Bargo.  The effective date of the 
     acquisition was September 1, 1998.

The aggregate purchase price for the assets and interests acquired was $11.1 
million in cash, 280,000 shares of the Company's common stock and promissory 
notes in the aggregate principal amount of $4 million payable to Bargo Energy 
Company and TJG Investments, Inc. The Company financed the cash portion of the 
purchase price of the properties by increasing the borrowing base under the 
credit agreement with Bank of America established in August 1998 and borrowing 
such funds from Bank of America.  As of September 1, 1998, the properties had 
aggregate estimated net proved reserves of 791,000 barrels of oil and 19.407 
billion cubic feet of natural gas, or 24.153 billion cubic feet equivalent.

Liquidity and Capital Resources

     In August 1998, the Company entered into a $20 million credit facility 
with Bank of America ("Credit Facility").  Maximum amounts which may be 
outstanding under the Credit Facility are limited by a borrowing base 
currently set at $19.5 million, which will be adjusted from time to time based 
on the value of the Company's oil and gas properties.  Borrowings of $19.3 
million were used to finance the purchase price of the properties in the 
acquisitions described above and certain closing costs associated with the 
acquisitions.

     During the fourth quarter of 1998, the Company anticipates that it will 
make capital expenditures on oil and gas properties (other than acquisitions) 
of approximately $50,000. The Company does not have a specific acquisition 
budget but rather examines potential future acquisitions on a case-by-case 
basis. The Company continues to seek financing to fund the development of 
existing properties and to acquire additional assets.  The Company believes 
that proceeds from the issuance of equity and debt, cash flow from operations, 
sales of non-strategic properties and borrowings under the Credit Facility 
will provide the required capital for funding the Company's capital budget 
through 1998.

     The Company's operations during the first nine months of 1998 provided cash
of $116,000 resulting from a net loss of $181,000, an increase in receivables of
$518,000 that was offset by a $555,000 increase in accounts payable and $369,000
in depreciation, depletion, and amortization. Operating activities for the 
corresponding period in 1997 provided $138,000 in cash, a difference of $22,000 
as compared to the current period.

                                 -9-


     Financing activities provided $7,204,000 (net of debt repayments of 
$1,821,000), which was used primarily to acquire oil and gas properties.  The 
proceeds were primarily from borrowing under the newly established Credit 
Facility.  During the corresponding period in 1997, financing activities 
provided the Company with $11,000 and $174,000 was used in investing activities 
to acquire oil and gas properties. 

     During the last five years, the Company's primary source of capital 
has been from the issuance of debt and restricted stock in exchange for oil 
and gas properties or interests in oil and gas properties and, to a lesser 
extent, cash flows from operations and the sale of non-strategic mining 
properties. The Company has traditionally required cash for general and 
administrative expenses, maintaining its properties, and for other items that 
are required in order for the Company to continue, in addition to costs to 
advance its ongoing expansion program.  With the purchase of the additional 
producing properties in August and October 1998, the Company expects that 
operations will provide funds for the Company's general and administrative 
expenses and maintaining its properties. The Company expects that its other 
needs will be met with funds drawn under its Credit Facility and the sale of 
additional equity securities. 

     As of September 30, 1998, the Company had a working capital surplus of 
$434,000.

Results of Operations

     The Company's results of operations are dependent upon the difference 
between prices received for its oil and gas production and the costs to find 
and produce such oil and gas.  Oil and gas prices have been and are expected 
in the future to be volatile and subject to fluctuations based on a number of 
factors beyond the control of the Company.

      Three Months Ended September 30, 1998 and 1997

     For the third quarter period ending September 30, 1998, oil and gas 
sales increased over thirteen times the level in the same period in 1997, 
attributable principally to the acquisition of producing properties in  
November 1997 and May and August 1998 and notwithstanding a 24% decrease 
in oil prices and a 33% decrease in gas prices as compared to the same 
period in 1997.  Well operation income decreased $39,000 for the third 
quarter of 1998, when compared to the same period in 1997, primarily 
due to reduced outside ownership of the Company's properties.

     The Company's production expenses for the third quarter of 1998 
increased $432,000, or approximately nine times the production expenses for 
the same period in 1997. This increase was due primarily to the increased 
number of properties acquired in November 1997 and May and August 1998.

     General and administrative expenses increased $38,000 to $70,300 for 
the three-month period ended September 30, 1998, when compared to the same 
period in 1997.  The primary contributors were an increase in professional 
fees related to the August 1998 acquisition. Depreciation, depletion, and 
amortization increased for the three-month period ended June 30, 1998, by 
$138,000 to $166,000 primarily as a result of increased number of properties 
resulting from the acquisitions. 

                                -10-

     Interest expense increased $123,000 to $124,000, primarily due to interest 
on outstanding long-term debt related to the property acquisitions. 

      Nine Months Ended September 30, 1998 and 1997

     For the nine months ending September 30, 1998, oil and gas sales increased 
937% to $1,822,000 as compared to $176,000 in the same period in 1997, 
attributable to the newly acquired properties.  This increase was 
notwithstanding a 24% decrease in oil prices and a 33% decrease in gas prices 
as compared to the same nine months in 1997.  Well operator income decreased 
$87,000 for the first nine months of 1998, a 52% decrease compared to the same 
period in 1997, which was primarily due to reduced outside ownership of the 
Company's properties.

     The Company's production expenses for the first nine months of 1998 
increased $984,000, or 672%, to $1,132,000. This increase was due to the 
properties acquired in November 1997 and May and August 1998.

      General and administrative expenses increased $164,000 to $291,000 for 
the nine months ended September 30, 1998, when compared to the same period in 
1997.  The primary contributors were an increase in professional fees 
associated with the May and August 1998 acquisitions and increased activities 
of the Company. Depreciation, depletion, and amortization increased $281,000 
for the nine months ended September 30, 1998, when compared to the same nine 
months in 1997, primarily as a result of increased production from acquired 
properties. 

     Interest expense increased $401,000 to $406,000, due to interest on 
outstanding long-term debt related to the property acquisitions.

      Accounting Treatment of Certain Capitalized Costs

     The Company uses the full cost method of accounting for its oil and gas 
properties.  Under the full cost method of accounting, the costs of successful 
and unsuccessful exploration and development wells are capitalized as property 
and equipment, and the sum of net capitalized costs and estimated future 
development and dismantlement costs is amortized over the production of proved 
reserves using the unit of production method.  The costs of unproved 
properties are excluded from amortization until the properties are evaluated.  
Interest on properties not subject to amortization and in the process of 
development is capitalized.  Proceeds from the sale of properties are 
accounted for as reductions to capitalized costs, unless the sale results in a 
significant change in the relationship between costs and the estimated value 
of proved reserves or the underlying value of unproved properties, in which 
case a gain or loss is recognized.  Unamortized costs of proved properties are 
subject to a ceiling test, which limits the maximum amount of such costs to 
the present value (discounted at 10%) of future net cash flows, after income 
taxes attributable to the Company's estimated net proved reserves.  
Accordingly, reductions in the prices of oil and gas, or reductions in the 
Company's proved reserves quantities, could reduce the ceiling below the 
unamortized costs resulting in a charge to earnings.

      As part of the Company's evaluation of its oil and gas reserves in 
connection with the preparation of the Company's annual financial statements, 
the Company completes an engineering evaluation of its properties based on 
current engineering information, oil and gas prices, and production costs, 
which may result in material changes in the total undiscounted net present 
value of the Company's oil and gas reserves and may, therefore, result in an 
impairment allowance as discussed above.  

                                  -11-

Inflation

     The Company's activities have not been, and in the near term are not 
expected to be, materially affected by inflation or changing prices in 
general.  However, the Company's oil exploration and production activities are 
generally affected by prevailing prices for oil.

Year 2000 Issue

      The Company has reviewed its current computer software and hardware 
systems, and is currently working to resolve the potential problems associated 
with the Year 2000 and the processing of date sensitive information by such 
systems.  Based on preliminary information, the Company believes that it will 
be able to implement successfully the systems and programming changes 
necessary to address the Year 2000 issues, and does not expect the cost of 
such changes to have a material impact on the Company's financial position, 
results of operations or cash flows in future periods. 

                                    PART II
                               OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     The Company is not presently a party to any material legal proceedings.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     (c)      Item 701-Unregistered Sales  

     During the quarter ended September 30, 1998, the Company sold securities 
without registration under the Securities Act of 1933 (the "Securities Act") 
in the following transactions:

     1.      On August 14, 1998, the Company acquired certain producing oil 
and gas properties from Bargo Energy Resources, Ltd., through a merger of a 
subsidiary of Bargo with and into a subsidiary of the Company, pursuant to 
which the Company issued 4,694,859 shares of common stock of the Company and 
warrants to purchase 250,000 shares. 

     2.      On August 14, 1998, certain creditors of the Company agreed to 
modify and extend their outstanding loans to the Company. In connection with 
the renewal and amendment of such loans, the Company issued such creditors an 
aggregate of 2,844,859 shares of common stock of the Company. 

     The securities issued in the transactions described above were issued in 
reliance on the exemption from the registration and prospectus delivery 
requirements of the Securities Act provided in section 4(2) thereof.

                                -12-

     Each of the persons acquiring such securities acknowledged in writing 
that such person was obtaining "restricted securities" as defined in rule 144 
under the Securities Act; that such shares could not be transferred without 
registration or an available exemption therefrom; that such person must bear 
the economic risk of the investment for an indefinite period; and that the 
Company would restrict the transfer of the securities in accordance with such 
representations.  Such persons also agreed that any certificates representing 
such shares would be stamped with a restrictive legend covering the transfer 
of such shares.  The certificates representing the foregoing shares bear an 
appropriate restrictive legend conspicuously on their face, and stop transfer 
instructions are noted on the Company's stock transfer records.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                              

      No matters were submitted to a vote of the Company's security holders 
during the third quarter of 1998.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)          Exhibits.

None.

(b)          Reports on Form 8-K.

      During the quarter ended on September 30, 1998 the Company filed the 
following reports on form 8-K.

      Date Event Reported           Item Reported      
      
      August 14, 1998               Item 1.  Changes in Control of Registrant
                                    Item 2.  Acquisitions or Dispositions of
                                    Assets
                                    Item 7.  Financial Statements



                                  SIGNATURES

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

                                         FUTURE PETROLEUM CORPORATION
                                              (Registrant)       




Dated:  November 14, 1998     By:               /s/ B. Carl Price  
                                                B. Carl Price, President,
                                                Principal Financial and
                                                Accounting Officer



                                   -13-