SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C. 20549

                          FORM 10-KSB

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

          For the Fiscal Year Ended December 31,1998
                 Commission File Number 0-9519


                   REGENT TECHNOLOGIES, INC.
    (Exact name of Registrant as specified in its charter)

            Colorado                            84-0807913
     (State of Incorporation)      (I.R.S. Employer Identification No.)

      2929 Elm Street, Dallas, Texas                 75226
(Address of Principal Executive Officers)          (Zip Code)

Registrant's telephone number, including area code: 214 741 9554

  Securities registered pursuant to Section 12(b) of the Act:
                             None

  Securities registered pursuant to Section 12(g) of the Act:

    Name of Each Exchange          Title of Each Class On Which Registered
        None                             Common Stock,$.01 Par Value

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
and (2) has been subject to such filing requirements for the
past 90 days. [X]

Indicate by check mark if disclosure of delinquent filers
pursuant to item 405 of Regulation S-K is not contained herein
and will not be contained, to the best of the Registrant's
Knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or
an amendment to this Form 10-KSB. [   ]

The aggregate market value of the Registrant's Common Stock
held by non-affiliates of the Registrant on June 30, 1999 was
approximately $370,000.

Number of shares outstanding of the Registrant's Common Stock
at June 30, 1999: 5,500,817 shares, par value $.01 per
share.

<PAGE>

                      REGENT TECHNOLOGIES, INC.
                    ANNUAL REPORT ON FROM 10-KSB
                 SECURITIES AND EXCHANGE COMMISSION

Item Number and Description                          Page

                            PART I

     Item 1. Business..............................    2

     Item 2. Description of Properties.............    3

     Item 3. Legal Proceedings.......................  3

     Item 4. Submission of Matters to a Vote of
             Security Holders.......................   3

                            PART II

     Item 5. Market for the Registrant's Common Equity
             and Related Matters.....................  3

     Item 6. Management's Discussion and Analysis of
             Fianancial Condition and Results of
             Operations............................... 4


     Item 7. Financial Statements and Supplemental
             Data..................................... 6

     Item 8. Changes in and Disagreements with
             Accountants on Accounting and Financial
             Disclosures.............................. 6

                           PART III

     Item 9. Directors and Executive Officers of the
             Registrant.............................   6

     Item 10. Executive Compensation...............    7


     Item 11. Security Ownership of Certain Beneficial
              Owners and Management.................   8

     Item 12. Certain Relationships and Related
              Transactions.........................    9

                            PART IV

     Item 13. Exhibits, Financial Statements Schedules
              and Reports on Form 8-K................. 9

     Signatures....................................... 10

<PAGE>

                            PART I

Item 1.  Description of Business

General

     The  terms  "Company" and "Regent" when used herein  mean
Regent   Technologies,  Inc.  and  its  subsidiaries.   Regent
Technologies, Inc., formerly Regent Petroleum Corporation, was
incorporated  under  the  laws of the  State  of  Colorado  on
January  18,  1980.   In 1994, new management  redirected  the
Company's core business as an incubator for the development of
emerging technologies and the shareholders voted to rename the
Company  at a shareholders meeting held on December 19,  1994.
At  the  shareholders  meeting held  on  March  4,  1998,  the
shareholders  approved a 1 for 6 reverse split of  the  Common
Stock of the Company.

     On  December 19, 1994, the Board approved the acquisition
of  SSB  Environmental,  Inc. ("SSBE") for  restricted  common
stock  and incentives.  SSBE was the Company's entry into  the
landfill  mining  business  in the  State  of  New  York.   On
September  15,  1996, the Company announced it  had  initiated
highspeed  Internet  access for home and  business  using  the
National  Knowledge  Networks, Inc.  ("NKN")  digital  network
under a Technology License which licenses the hardware and the
software  necessary  for the Company to offer  access  to  the
Internet.   The  License was obtained from  NKN  Technologies,
Inc.  ("NKN")  for  2,500,000 shares of common  stock  of  the
Company,  600,000  registered shares and 1,900,000  restricted
shares.  On December 7, 1996, the License was assigned to  the
Company's wholly owned subsidiary, Regent Tel1 Communications,
Inc.  ("TEL1").  Effective September 1, 1997, Regent  acquired
ConnecTen, L.L.C. ("ConnecTen") for 100,000 shares  of  Regent
restricted  common  stock.   The focus  of  ConnecTen  was  to
provide  a  wide  range  of Internet  services  for  corporate
customers including high-speed access, web hosting, server co-
location and web page development.  Effective January 1, 1998,
TEL1  initiated  the  offering of  wireless  products  through
Regent's  acquisition of Channel Services, L.C. which  allowed
TEL1 to succeed to Channel's status as a preferred customer of
AT&T  Wireless Services Corp.  Channel Services  was  acquired
through the issuance of  1,281,667 shares of restricted common
stock  and  warrants which can be exercised for an  additional
80,000 shares of Regent restricted common stock.  On March 20,
1998,  the  Company  announced  its  entry  into  the  digital
printing  and  prepress business through  its  new  subsidiary
company,  Regent  Digital  Imaging,  Inc.  ("RDI").   RDI  was
incorporated as a Texas corporation and was initiated  because
of  the  Company's knowledge of and access to the technologies
related  to  this industry and the Company's belief  that  the
digital  printing business can be enhanced through utilization
of  the Internet.

Recent Business Developments

      Effective  January  1,  1998, the  aforementioned  named
subsidiary  companies have been divested to  related  parties.
See "Item 12. Certain Relationships and Related Transactions."
During  the  first  quarter, 1999, the  Company  entered  into
negotiations  to  develop  businesses  related   to   landfill
management  and reclamation including the potential  to  enter
the waste hauling business.

Employees

     At December 31, 1998, the Company had three employees.

Item 2.  Description of Property

Offices

      On September 1, 1997, the Company opened a new corporate
office located at 2929 Elm St., Dallas, Texas 75226 under a
five year lease which provides for rental payments of $3,500
per month.

2
<PAGE>
Item 3.  Legal Proceedings

     The Company is a party to a lawsuit to resolve a disputed
severance claim with a former employee in the amount of
approximately $23,000.  No other litigation or legal
proceeding has been threatened against the Company.

Item 4.   Submission of Matters To Vote of Security Holders

     On March 4, 1998, the Company held its annual
shareholders meeting at which the security holders elected
four directors and voted to approve a one for six reverse
split of the common stock.


                            PART II


Item  5.   Market  for  Regent's  Common  Equity  and  Related
Stockholder Matters

      The  Company's Common Stock is traded in  the  over-the-
counter market and currently listed on the electronic bulletin
board under the symbol "REGT."  The following table sets forth
the high and low bid quotations for the Company's Common Stock
as  reported by security dealers.  The quotes represent inter-
dealer  prices without adjustments or commissions and may  not
represent actual transactions.

                                                  Bid Price
                                                High     Low

          1996
            1st  Quarter                        .06      .06
            2nd  Quarter                        .06      .06
            3rd  Quarter                        .48      .06
            4th  Quarter                        .48      .30

          1997
            1st  Quarter                        .36      .30
            2nd  Quarter                        .36      .30
            3rd  Quarter                        .72      .60
            4th  Quarter                        .72      .60

          1998
            1st  Quarter                        .72      .60
            2nd  Quarter                       1.25      .37
            3rd  Quarter                       1.00      .56
            4th  Quarter                        .32      .25

      The  Company has not declared any cash dividends on  its
Common  Stock  since  its inception.   The  Company  currently
intends to retain any future earnings to finance the growth of
the  business and, therefore, does not anticipate  paying  any
cash  dividends  in the foreseeable future.  As  of  June  30,
1999,  the  approximate  number  of  record  holders  of   the
Company's Common Stock was 2,210.

3
<PAGE>

Item  6.   Management's Discussion and Analysis  of  Financial
Conditions and Results of Operation

General

     The statements contained in this Annual Report on Form 10-
KSB   that   are  not  historical  facts  are  forward-looking
statements  (as such term is defined in the Private Securities
Litigation  Reform  Act  of  1995)  that  involve  risks   and
uncertainties.    Such  forward-looking  statements   may   be
identified  by, among other things, the use of forward-looking
terminology  such  as  "believes," "expects,"  "may,"  "will,"
should"  or  "anticipates" or the negative  thereof  or  other
variations   thereon   or  comparable   terminology,   or   by
discussions  of strategy that involve risks and uncertainties.
From  time  to  time, the Company or its representatives  have
made  or  may  make forward-looking statements, orally  or  in
writing.   Such forward-looking statements may be included  in
various  filings made by the Company with the  Securities  and
Exchange  Commission (the "SEC"), or press  releases  or  oral
statements  made  by  or with the approval  of  an  authorized
executive  officer  of  the  Company.   These  forward-looking
statements,  such  as statements regarding anticipated  future
revenues,  capital expenditures and other statements regarding
matters  that  are not historical facts, involve  predictions.
The  Company's  actual  results, performance  or  achievements
could  differ  materially from the results  expressed  in,  or
implied by, these forward-looking statements.

Acquisition Strategy

     With  the  Company's decision to return to  the  landfill  and
waste related businesses (see "Recent Business Developments"),  the
Company  will seek to expand this business with the acquisition  of
companies in markets where consolidations are an appropriate method
for  long-term  growth.  The Company expects to initiate  operation
centers  in four new markets before December 31, 1999 primarily  by
the acquisition of existing companies.

Financial Condition

Liquidity and Capital Resources

     At  December 31, 1998, excluding amounts owed to officers
and  affiliates,  the  Company  had  net  working  capital  of
zero dollars ($0.00).  The  Company has no amortization requirements
under any term loan agreements. The Company is not current  on
its  trade  payables including amounts owed  to  officers  and
affiliates and continues to raise monies  as  needed through
proceeds from the sale of the Company's restricted Common Stock.

1998 versus 1997

     The  Company's  net  loss for the  twelve  months  ending
December  31,  1998  was $666,000 or $.125 cents  per  common
share,  compared  with  a net loss of $379,000  for  the  same
period  in  1997.  The difference was due to the loss on the
disposal of discontinued divisions through divestiture of the
Company's wholly owned subsidiaries.

4
<PAGE>


1997 versus 1996

      The  Company's  net  loss for the twelve  months  ending
December  31,  1997  was $379,000 or $.027  cents  per  common
share, compared with a net loss of $90,000 for the same period
in  1996.   The difference was due to the increase of  general
and  administrative costs for the same periods which  consists
primarily  of  deferred management compensation  of  $226,000.
For  the  twelve months ended December 31, 1997,  general  and
administrative  expenses  increased  $278,000  from  1996  due
primarily  to  the  increase  of  approxiamately  $250,000  in
salaries  to  officers of the Company.  Through  December  31,
1997,  ConnecTen added $63,000 of revenues from new  customers
utilizing  dedicated Internet access following the acquisition
of ConnecTen in July, 1997.  TEL1's expansion of its marketing
through direct marketing channels resulted in the addition  of
over  50  independent  sales  representatives  who  have  sold
approximately 60 new service contracts for Internet access  or
long  distance services which added $13,000 to revenues.   The
Technology  License was modified to eliminate POP  charges  by
NKN  for the first 12 months of the License or until September
1, 1997 at which date charges of $500 per month were initiated
and  will continue for technical support utilized.  For  1997,
amortization  expense  for goodwill and intangibles  increased
$9,000  compared  to  the  same period  in  1996  due  to  the
amortization of the Technology License for twelve months.

1996 versus 1995

      For  the  twelve months ending December  31,  1996,  the
Company  experienced a significant decrease in sales,  current
assets  and liabilities, all due to the sale of SSBE. Property
and  equipment decreased due to the write-off of the Company's
remaining  oil  and  gas  assets which  represented  undrilled
overriding royalty interests. The Company's increase in  Other
Assets  of  $270,000  was  due  to  the  acquisition  of   the
Technology  License which was booked at $364,000 at  September
30,  1996. The License is being amortized over ten (10)  years
and  experienced amortized cost of $9,104 for the three months
ending  December 31, 1996. The Company experienced a  gain  of
$2,465  on  the  sale  of 81% of the ownership  of  SSBE.  The
remaining  19% has a book value of $13,496 and is included  in
Other   Assets.    During  the  fourth  quarter,  the  Company
initiated  test-marketing dial-up services in  the  Dallas-Ft.
Worth area. The Company realized approximately $1,000 in sales
for  the  three months ending December 31, 1996. In  addition,
for  the same period, the Company earned nominal receipts  for
commissions for reselling long distance services.

5
<PAGE>

Item 7.  Financial Statements

     The financial statements required to be filed pursuant to
this Item 7 are included in this Annual Report on Form 10-KSB.
A list of the financial statements filed wherewith is found at
"Item 13.  Exhibits, List and Reports on Form 8-K."

Item  8.   Changes  in  and  Disagreements  with  Accounts  on
Accounting and Financial Disclosure.

     None.

                           PART III


Item  9.  Directors, Executive Officers, Promoters and Control
Persons, Compliance with Section 16(a) of the Exchange Act

Directors and Executive Officers

                                 Has  Been  A        Position With
Name                   Age       Director Since      Company

Roy W. Mers            52         March, 1996     Director, Chairman
David A. Nelson        51         October, 1992   Director, President
Gordon M. Boyd         53         December, 1994  Director
William D. Bingham     45         December, 1994  Director

6
<PAGE>

Principal Occupations of Directors

     Mr.  Mers  has served as a director  and Chief  Executive
Officer  since  March, 1997 and Chairman of the Company  since
April, 1997.  From May, 1996 to March, 1997, Mr. Mers was  the
Chief  Financial  Officer  and  a  Board  member  of  National
Knowledge  Networks,  Inc.,  the  leading  wholesale  Internet
provider  in  the Dallas/Ft. Worth metroplex.  As  the  recent
past  President  of Electronic Transmission  Corporation,  Mr.
Mers   directed  the  initial  growth  of  the  company  which
successfully  developed network integration  of  managed  care
financial  data.   Mr.  Mers was the founding  stockholder  of
Huntington  Systems which was instrumental in the  integration
of  the  Canon  Color Laser technology as  a  computer  output
device.   Mr. Mers served as a consultant to JC Penny  Company
and  Sony Corporation to develop a viable digital photography.
Mr.   Mers   holds  a  B.S.  degree  from  Southern  Methodist
University and has completed graduate studies in economics and
finance.

     Mr. Nelson has served as President and a Director  of the
Company   since  October,  1992.   From  November,   1988   to
September,  1992,  Mr. Nelson was President,  Chief  Executive
Officer of Intramerican Corporation, formerly Intramerican Oil
and  Minerals,  Inc., a public oil and gas  corporation.   Mr.
Nelson  managed  the  rebuilding of Intramerican  through  the
addition  of  business segments related to gas  gathering  and
property  management  and by increasing  proven  oil  and  gas
reserves  each  year.   The  company  moved  from  a  negative
earnings  position in 1988 to consecutive profitable years  in
1989,  1990 and 1991.  Mr. Nelson is an attorney and has  over
ten  years  of banking experience.  He holds a B.A.  and  J.D.
from  Baylor  University and from Texas A &  M  a  Masters  in
Computing  Sciences.  He was employed from  1971  to  1983  at
Republic National Bank and last served as a Vice President  in
the commercial lending department.

      Mr.  Boyd  has  served as Director of the Company  since
December,  1994.   From  1988 to  1994,  Mr.  Boyd  served  as
President  of  Schillinger, Salerni and Boyd, Inc.   Mr.  Boyd
was  an environmental policy aide to the State Assembly of New
York  from  1979  to  1983,  when he was  appointed  executive
director of the New York State Legislative Commission on Solid
Waste  Management.  In 1989, he was appointed by the  Governor
to the State Solid Waste Management Board.  He has a B.A. from
Hamilton College.

      Mr.  Bingham is CEO of Net Explorer, Inc.,  an  internet
consulting  company serving the Fortune 500  companies.   From
1986  to  1994, Mr. Bingham was a Vice President  of  Browning
Ferris  Industries where he helped launch BFI's medical  waste
business.   He  currently consults in the computer  operations
business  with an emphasis on establishing intranet  services.
His   educational  background  includes  studies  at  Stanford
University and UCLA.

Item 10.  Executive Compensation

     Compensation which the Company paid for services in all
capacities for the year ended December 31, 1997, to the
executive officers of the Company is set forth as follows:

                                   Long Term Compensation
             Annual Compensation           Awards      Payouts
(a)           (b)     (c)     (d)  (e)    (f)          (g)    (h)    (I)
Name                               Other
and                                Annual   Restricted
Principal                          Compen-  Stock    Options/LTIP     Other
Position      Year   Salary  Bonus sation(1)Awards   SARs(#) Payouts Comp.(3)
Roy W. Mers,  1998   $120,000     $6,000
CEO           1997    $90,000     $6,000
David A. Nelson, President
              1998   $110,000     $6,000
              1997    $87,000     $6,000
              1996    $24,000     $6,000
Steve Hughes, CFO
              1998    Terminated April, 1998
              1997    $30,000
Elaine Boze, General Counsel
              1998    $70,000
              1997    $12,000

(1)  Other Annual Compensation is an Automobile allowannce
(2)  The CEO and President are compensated under Employment
     Contracts initiated effective on April 1, 1997 and have
     deferred all salary until the Company is capitalized.
(3)  The Company paid, or otherwise incurred, a consulting fee
     of $24,000 to the President in 1996 and 1995.

7
<PAGE>

Other Benefits

     The  Directors  of  the  Company receive  $250  each  for
meetings attended and each director has agreed to convert  the
Director's  fee to newly issued restricted common stock  at  a
price  of $.15 per share to conserve cash. Also, the Directors
voted  to grant each Director stock options of 100,000  shares
with  an  exercise price of $.075 for a term of ten  years  or
ninety  days  after termination or resignation as a  Director,
whichever comes first.

Item 11.  Security Ownership of Certain Beneficial Owners and
Management

Principal Shareholders

     The   following  table  sets  forth  certain  information
respecting the holdings of each shareholders who was known  to
the Company to be the beneficial owner, as defined in Rule 13d-
3  of the Securities Exchange Act of 1934, as amended, of more
of  more  than 5% of the Common Stock of the Company. Each  of
the persons or entities named below as beneficially owning the
shares  set forth opposite his name has sole voting power  and
sole  investment  power with respect to  such  shares,  unless
indicated.   The  amounts include spousal  ownership  and  the
grant of options.

     Name and address of      Amount and Nature of        Beneficial
     Beneficial Owner         Beneficial Ownership        Ownership

     Roy W. Mers                 858,780 Shares             19.76%
     1074 Bells Chapel
     Waxahachie, Texas 75165

     David A. Nelson             944,960 Shares             21.75%
     3212 Beverly Drive
     Dallas, Texas 75205

     William M. DeArman          500,000 Shares             11.51%
     5420 Huckleberry Lane
     Houston, Texas 77056

     Jesse G. Edwards            285,346 Shares              6.57%
     1890 Valley View Lane
     Tyler, Texas 75703

     NKN Technologies, Inc.       277,778 Shares              6.39%
     400 N. St. Paul, Suite 500
     Dallas, Texas 75201

Security Ownership of Management

     The  following table sets forth certain information  with
respect to the Common Stock of the Company beneficially  owned
by the directors and the directors and officers as a group and
include   director  options.  The  person   named   below   as
beneficially  owning the shares set forth opposite  his  name,
including  options, has sole voting power and sole  investment
power with respect to such shares, unless otherwise indicated.

     Name and address of         Amount and Nature of   Beneficial
     Beneficial Owner            Beneficial Ownership   Ownership
     Roy W. Mers, Chairman           858,780 Shares      19.76%
     David A. Nelson, President      944,960 Shares      21.75%
     Gordon M. Boyd, Director         61,089 Shares       1.41%
     William D. Bingham, Director     16,667 Shares        .38%
     Officers and Directors as a
                Group              1,881,496 Shares      43.29%

8
<PAGE>

Item 12.  Certain Relationships and Related Transactions

In  April,  1997, the Directors approved the  grant  of  stock
options to the Chairman in the amount of 333,333 shares and to
the  President  in  the amount of 83,333 shares  all  with  an
exercise  price  of $.30 with an expiration  of  December  31,
1998.  During 1998, the Chairman exercised his stock options.

The  Directors  also  approved in 1997 a  resolution  granting
8,333  shares each to the Chief Financial Officer and  to  the
General  Counsel  to vest upon completion of their  employment
contracts.

During  the  third quarter, 1997, the Directors  approved  the
grant  of  stock options to the General Counsel and the  Chief
Financial  Officer in the amount of 75,000 shares and  to  the
Director  of the Integration Services Division of the  Company
in  the amount of 66,667 shares each with an exercise price of
$.30 and currently with an expiration date of June 30, 2003.

In  October, 1997, the Board of directors passed a  resolution
giving  all employees the election of taking restricted shares
of  the Company common stock, at a value of $.05 per share, in
lieu of salaries owed through December 31, 1997, said election
to be made on or before March 31, 1998.

During  the  first quarter, 1998, the Directors  approved  the
grant  of  stock  and  stock options to  subsidiary  employees
totaling 250,000 shares at exercise prices ranging from  $0.30
to $0.60 per share.


                            PART IV


Item 13. Exhibits, Financial Schedules and Reports on Form 8-K
(a)  Listing of Documents

     (1)  Financial Statements

          Reference   is  made  to  the  Index  to   Financial
          Statements on Page F-1.

     (2)  Financial Statement Schedules

          None

     (3)  Exhibits

          Reference is made to the Exhibit Index on Page 10.


(b)  Reports of Form 8-K

     On  March 30, 1998, the Company filed a Current Report on
     Form 8-K reporting the Company's entry  into the prepress
     and  digital  printing business through  a  newly  formed
     wholly owned subsidiary, Regent Digital Imaging, Inc.

     On  May  12, 1998, the Company filed a Current Report  on
     Form  8-K reporting a letter of intent to acquire Digital
     Press  &  Imaging, LLC, in a transaction valued at  about
     $4,500,000.

     On July 23, 1998, Regent announced its entry into the web
     printing business through its subsidiary, Regent Digital,
     Inc.'s entering into a marketing allianace with ColorGraphics
     Corporation.

     On March 9, 1999 Regent announced that it had sold all of
     the assets of its wholly owned subsidiary, Regent Digital,
     Inc. to The Color Place, Inc., a Texas cosrporation.  The
     corporate headquarters were moved to 2929 Elm Street, Dallas
     Texas 75226.

     On April 2, 1999 Regent announced the sale of all of the
     assets of ConnecTen, L.L.C. to Internet Allegiance, Inc.

     On July 19, 1999 Regent announced the changes to its Board
     of Directors and officers, sale of restricted stock to the
     Straza Family Limited Partnership and its plans to expand
     into the landfill, waste management, and recycling areas.


9
<PAGE>

                          SIGNATURES

      Pursuant to the requirements of Section 13 or  15(d)  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 this 30th day of  June,
1999.

                                   REGENT TECHNOLOGIES, INC.

                                   By: /s/ Roy W. Mers
                                   Roy W. Mers, Chairman  and
                                   Chief Executive Officer


           Pursuant  to  the  requirement  of  the  Securities
Exchange  Act  of  1934, the Registrant has  duly  cause  this
report to be signed on its behalf by the following persons  on
behalf  of  the Registrant and in the capacities  and  on  the
dates indicated.



      /s/Roy W. Mers        Director and Chairman,          July 20, 1999
      Roy  W.  Mers         the Principal Executive
                            Officer

     /s/David A. Nelson     Director and President,         July 20, 1999
     David A. Nelson        the Principal Accounting Officer



10
<PAGE>


                           EXHIBIT INDEX

Exhibit                 Description of Exhibit
No.

3.1  Certificate of Incorporation.  Incorporated by  reference
     to the Company's Registration Statement which became effective
     November 18, 1980 (File number 2-69087).

3.2  Restated    Articles   of   Incorporation    of    Regent
     Technologies, Inc.; Incorporated by references to  Regent
     Petroleum Corporation Proxy Statement for Special Meeting of
     Shareholders held January 26, 1988, dated December 30, 1987.

3.3  Bylaws   of   Regent  Technologies,  Inc.   as   amended;
     Incorporated by references to Regent Petroleum Corporation
     Proxy Statement for Special Meeting of Shareholders  held
     January 26, 1988, dated December 30, 1987.

9.1  License  Agreements  between  Regent  Technologies,   NKN
     Technologies, Inc. and National Knowledge Networks  dated
     August  16,  1996 and as modified under the  Modification
     Agreement  dated  September  30,  1996;  said  agreements
     incorporated by reference to Exhibit 9.1 to the Registrant's
     10-KSB for the period ended December 31, 1996.

22   List of subsidiaries - None

27   Financial Data Schedule (submitted electronically only)

11
<PAGE>


          REGENT TECHNOLOGIES, INC. AND SUBSIDIARIES
           INDEX TO CONSOLIDATED FINANCIAL STTEMENTS



          Reports of Independent Certified Public Accountants  F-2

          Balance Sheets - December 31, 1998 and 1997          F-3

          Statements of Operations for the years ended
          December 31, 1998, 1997, and 1996                    F-4

          Statements of Stockholders' Equity for the years
          ended December 31, 1998, 1997, and 1996              F-5

          Statements of Cash Flows for the years ended
          December 31, 1998, 1997, and 1996                    F-6

          Notes to Financial Statements                        F-7

































                                 F-1
<PAGE>

                     INDEPENDENT AUDITOR'S REPORT



To the Board of Directors and Stockholders
of Regent Technologies, Inc.

We have audited the accompanying consolidiated balance sheets of Regent
Technologies, Inc. ( a Colorado corporation) and subsidiaries as of
December 31, 1998 and the related statements of operations, stockholders'
equity, and cash flows for the year then ended.  We have also audited
the accompanying consolidate balance sheets of the Company and
subsidiaries as of December 31, 1997 and the consolidated statements of
operations, stockholders' equity, and cash flows for each of the two years
then ended.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

Except as discussed in the following paragraph, we conducted our audit
in accordance with generally accepted auditing standards.  Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the consolidated financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable
basis for our opinion.

Because of the inadequacy of the accounting records for 1998, we were
unable to form an opinion regarding the amounts at which accounts
payable are recorded in the accompanying balance sheet at December 31, 1998
(stated at $48,000).


In our opinion, except for the effects of such adjustments, if any, as
might have been determined to be necessary had current year's accounting
records regarding accounts payable been adequate, the financial statements
referred to in the first paragraph present fairly, in all material respects,
the financial position of Regent Technologies, Inc. as of December 31, 1998
and 1997, and the results of their operations and their cash flows for each
of the three years in the period ended December 31, 1998 in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 9 to the
financial statements, the Company has suffered recurring losses from
operatons which raises substantial doubt about its ability to continue as a
going concern.  Management's plans regarding those matters also are
described in Note 9.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

SALMON, BEACH & COMPANY, P.C.

Dallas, Texas
July 20, 1999


                                 F-2


<PAGE>
<TABLE>
                   REGENT TECHNOLOGIES, INC AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                                DECEMBER 31,
                           (Amounts in thousands)

<CAPTION>
                                    1998               1997
                               ______________      ______________

<S>                                   <C>                <C>
ASSETS
Current Assets
  Cash                                $  --             $     2
  Notes receivable                       --                  46
  Accounts receivable                     48                 12
                                      ______             ______
Total Current Assets                      48                 60

Property and Equipment - At Cost
  Furniture and fixtures                   8                  7
  Computer and electronic equipment        3                224
                                      ______              _____
                                          11                231
  Less accumulated depreciation
    and amortization                       7                 14
                                      ______              _____
                                           4                217

OTHER ASSETS                              67                335
                                      ______              _____
                                     $   119               $612
</TABLE>
<TABLE>

<CAPTION>
LIABILITIES
<S>                                   <C>                <C>
Current Liabilities
  Current portion of long
    term obligation                   $  --               $   20
  Unearned revenues                      --                    5
  Accounts Payable and
     accrued liabilities              $   48             $   178
  Accrued Compensation                   170                 226
  Notes payable to affiliates             --                  --
                                       ______             ______
Total Current Liabilities                218                 429

Long Term Obligation                     --                   40

Stockholder's Equity
  Common stock par value $.01 per share
   Authorized 100,000,000 shares
   Issued and outstanding shares for
   1998 and 1997, respectively             36                 154
   Capital in excess of par value       3,149               2,671
   Accumulated deficit                 (3,348)             (2,682)
                                      _______             _______
Total Stockholders' Equity            $  (163)            $   143
                                      _______             _______

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                 $  119             $   612
<FN>
     The accompanying notes are an integral part of these statements.
</TABLE>

                                  F-3

<PAGE>
<TABLE>
             REGENT TECHNOLOGIES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED DECEMBER 31,
           (Amounts in thousands, except per share data)

<CAPTION>
                                             1998     1997    1996
                                             ----     ----    ----
<S>                                          <C>      <C>     <C>
REVENUES
  Internet and telecommunication sales     $  --  $      4  $     1
  Investment income                           --        --       --
  Gain on sale of assets                      --        --        3
  Interest income and other                    2        --       --
                                           _____   _______   ______
                                               2         4        4
COST AND OTHER DEDUCTIONS
  Cost of Internet sales and services         --        --       --
  Cost of investment income                   --        --       --
  General and administrative                 281       310       55
  Depreciation and amortization                2         5       39
  Interest expense                            --         1       --
                                           _____   _______    _____
                                             283       316       94
NET EARNINGS (LOSS)                        $(281)     (312)     (90)
                                           _____   _______    ______

DISCONTINUED OPERATIONS
  Loss from operations of discontinued
    divisions                                 --       (67)      --
  Loss on disposal of divisions             (385)       --       --

NET EARNINGS (LOSS) APPLICABLE TO
  COMMON STOCK                              (666)     (379)     (90)

EARNINGS (LOSS) PER COMMON SHARE          $(.195) $ (0.160)  (0.056)

WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING                               3,420     2,371    1,599
                                           ______   _______    _____








<FN>
      The accompanying notes are an integral part of these statements.
                                    F-4
</TABLE>

<PAGE>
<TABLE>

                REGENT TECHNOLOGIES, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
          FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<CAPTION>
                            Additional                                Total
              Common Stock    Paid-In  Accumulated  Treasury Stock Stockholders
             Shares  Amount   Capital    Deficit     Shares Amount    Equity
            <C>       <C>     <C>       <C>         <C>    <C>       <C>
             _________________________________________________________________
Balances,
01/01/1996   1,495,701   15    2,303     (2,212)              -         106

Acquisition of Stock
in connection with
SSBE transaction                                     83,333    50

Exchange of
registered stock
for restricted stock                                 95,141

Issuance of
stock          582,164    6      318               (178,474)  (50)       324

Net loss                                     (91)                        (91)
             ----------------------------------------------------------------
Balances,
12/31/96     2,077,865   21    2,621      (2,303)          0    0        339

Issuance of
common stock   483,333    5      178                                     183

Net loss                                    (379)                       (379)
             ----------------------------------------------------------------
Balances,
12/31/97     2,561,198   26    2,800      (2,682)                        143

Issuance of
common stock 1,082,495   11      349                                     360

Net loss                                    (666)                       (666)
             ----------------------------------------------------------------
Balances,
12/31/98     3,643,693  $36   $3,149      (3,348)                      $(163)

<FN>
          The accompanying notes are an integral part of these statements.
                                      F-5
</TABLE>

<PAGE>
<TABLE>
                   REGENT TECHNOLOGIES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                       FOR THE YEARS ENDED DECEMBER 31,
                (Amounts in thousands, except per share data)

<CAPTION>
                                        1998     1997     1996

<S>                                   <C>      <C>       <C>
Cash Flow From Operating Activities:
 Net earnings (loss)                 $ (666)   $  (379) $   (90)
 Asjustments To Reconcile Net
 Earnings (loss) to Net Cash
 Provided (Used) by
 Operating Activities:
 Gain on sale of assets                    --       --       (3)
 Depreciation and amortization             2        44       39
 Loss on disposal of subsidiaries        385        --       --
 Increase (Decrease) in
 Accounts Receivable                      58       (11)      (1)
 Other current assets                     --        --        2
 Other assets                             --        --        --
 Increase (Decrease)in
 Accounts payable and
 Accrued liabilities                     (80)       167       12
 Accrued compensation                    165        212       14
                                       _______   ______   ______
Net Cash Provided (Used)
In Operating Activities                $(136)      $ 33    $ (27)
                                      ____________________________

Cash Flow From Investing Activities:
  Net collections on
  Notes receivables                        --       54        2
  Proceeds (Costs) of investment
  In Subsidiary                            --       --        6
  (Increase) Decrease of property
  And equipment                            --     (167)      --

                                      _____________________________
Net Cash Provided (Used)In
  Investing Activities                $     0    $(113)     $ 8
                                      _____________________________

Cash Flow From Financng Activities:
  Issuance of common stock                 134      83        9
  Net proceeds from (repayment of)
  Note to stockholder                       --      (2)       2
                                      _____________________________
Net Cash Provided (Used) From
Financing Activities                       134      81       11
                                      _____________________________
Increase (Decrease) in Cash                 (2)      1       (8)


Cash at Beginning of Period                  2       1        9
                                      ______________________________
Cash at End of Period                 $      0    $  2      $ 1

Supplemental Disclosures
  Cash paid during the period for
  interest and income taxes                  --      --       --
                                      _______________________________

<FN>
</TABLE>
      The accompanying notes are an integral part of these statements.
                                    F-6

<PAGE>

         REGENT TECHNOLOGIES, INC. AND SUBSIDIARIES
                NOTES TO FINANCIAL STATEMENTS
              DECEMBER 31, 1998, 1997 AND 1996

(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

Regent   Technologies,  Inc.,  formerly   Regent   Petroleum
Corporation, was incorporated on January 18, 1980,  for  the
purpose  of  exploration  and development  of  oil  and  gas
properties in the United States.  Activities of the  Company
up  to  1992 were primarily organization, issuance of equity
capital and acquisition of developed and undeveloped oil and
gas   properties  which  included  the  formation  of  Earth
Minerals,  Inc.  in  1991, which was  later  renamed  Regent
Industries, Inc.  In 1992, the Company redirected  its  core
activities  and  acquired SSB Environmental, Inc.  ("SSBE"),
which  was organized for the purpose of obtaining waste  and
landfill  reclamation contracts and accounted for under  the
purchase  method of accounting.  Effective January 1,  1996,
the  Company sold  100% of Regent Industries and 81% of  its
interest in SSBE, and the remaining 19% is accounted for  on
the  cost  method of accounting.    In September, 1996,  the
Company   entered   into  a  license   agreement   for   the
technologies  necessary  to  offer  dialup  access  to   the
Internet (the "Technology License" or "License"). During the
fourth  quarter of 1996, the Company organized  Regent  TEL1
Communications, Inc. ("TEL1") as a Nevada corporation and  a
wholly owned subsidiary to market its Internet products  and
services  primarily  to  consumer  markets.   In  the  third
quarter of 1997, the Company acquired ConnecTen, L.L.C. as a
wholly  owned  subsidiary to market its  dedicated  Internet
access   services   to   professionals   and   corporations.
Effective  January  1,  1998, the Company  acquired  Channel
Services,  LC, to expand its telecommunications products  to
include  wireless telephone services.  The  acquisitions  of
ConnecTen and Channel Services were accounted for under  the
purchase method of accounting.  During the first quarter  of
1998, the Company organized Regent Digital Imaging, Inc.  to
offer  digital  printing and prepress services  with  access
available via the Internet.  Effective January 1, 1998,  the
Company  divested  100% of its ownership in  all  subsidiary
companies.

Principles of Consolidation

The  consolidated financials statements include the accounts
of  the Company and it wholly-owned subsidiaries.  TEL1  was
consolidated in the financial statements of the  Company  in
the  fiscal  year  ended 1996 and TEL1  and  ConnecTen  were
consolidated in the financial statements of the  Company  in
the fiscal year ended 1997.

Use of Estimates

Management  uses  estimates  and  assumptions  in  preparing
financial   statements.   Those  estimates  and  assumptions
affect  the reported amounts of assets and liabilities,  the
disclosure   of  contingent  assets  and  liabilities,   and
reported revenues and expenses. Actual results could  differ
from these estimates.

Depreciation and AmortizationDepreciation of furniture and
fixtures is provided in amounts sufficient to relate the
cost of depreciable assets to operations over their
estimated services lives (5 years). The straight-line method
of depreciation is used for financial reporting purposes,
while accelerated methods are used for tax purposes.
Amortization of the Technology License is provided in
amounts which reflect the anticipated minimum number of
years of the term of the license (10 years).

Stock Options and Awards

In  1995, the Directors approved a resolution granting  each
Director  stock  options of 16,667 shares with  an  exercise
price  of $.45 for a term of ten years or ninety days  after
termination or resignation, whichever comes first.

<PAGE>

                             F-7
         REGENT TECHNOLOGIES, INC. AND SUBSIDIARIES
                NOTES TO FINANCIAL STATEMENTS
              DECEMBER 31, 1998, 1997 AND 1996

(1)   ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUTNING
POLICIES - Continued

In  April, 1997, the Directors approved the grant  of  stock
options to the Chairman in the amount of 333,333 shares  and
to  the President in the amount of 83,333 shares all with an
exercise  price of $.30 with an expiration of  December  31,
1998.    During  1998,  the  Chairman  exercised  his  stock
options.

The  Directors  also approved in 1997 a resolution  granting
8,333 shares each to the Chief Financial Officer and to  the
General  Counsel to vest upon completion of their employment
contracts.

During  the third quarter, 1997, the Directors approved  the
grant  of stock options to the General Counsel and the Chief
Financial Officer in the amount of 75,000 shares and to  the
Director of the Integration Services Division of the Company
in  the amount of 66,667 shares each with an exercise  price
of  $.30  and currently with an expiration date of June  30,
2003.

During  the first quarter, 1998, the Directors approved  the
grant  of  stock  and stock options to subsidiary  employees
totaling  250,000  shares at exercise  prices  ranging  from
$0.30 to $0.60 per share.

Upon   the   successful  placement  of  166,667  shares   of
restricted  common stock for $0.60 per share, an  additional
333,333  warrants were issued for the purchase of  the  same
number of shares of restricted common stock with an exercise
price of $1.00 and an expiration date of June 30, 2003.

Income Taxes

The  Company  utilizes the method of accounting  for  income
taxes   set  forth  in  Statement  of  Financial  Accounting
Standards No. 109 "Accounting for Income Taxes" (SFAS  109).
SFAS   109   requires  the  recognition  of   deferred   tax
liabilities   and  assets  for  the  expected   future   tax
consequences  of  events that have been  recognized  in  the
Company's  financial statements or tax returns.  Under  this
method,  deferred tax liabilities and assets are  determined
based  on  the  difference between the  financial  statement
carrying amounts  and  tax  bases  of assets and  liabilities,  using
enacted  tax  rates  in  effect  in  the  years  which   the
differences   are  expected  to  reverse.  These   temporary
differences primarily relate to depreciation, depletion  and
amortization.  The Company has not recognized the benefit of
any  net  operating  loss carryforwards  as  the  result  of
adopting  SFAS  109, and no deferred tax  assets  have  been
recorded  in the books of the Company due to uncertainty  as
to the Company's ability to utilize the loss carryforwards.

Earnings Per Share

Earnings  per share is based on the weighted average  number
of  common  shares  outstanding for each  period  presented.
Common  stock  equivalents  are included  if  dilutive.   In
February  1997,  the  Financial Accounting  Standards  Board
issued  Statement  No. 128, "Earnings per Share,"  which  is
required  to be adopted for years ending December 15,  1997.
Under  the new requirements for calculating primary earnings
per share, the dilutive effect of stock options and warrants
will be excluded.  Statement No. 128 is not expected to have
a  material  impact  on  the net income  per  share  of  the
Company.

Cash Equivalents

The  Company does not consider any of its assets to meet the
definition of a cash equivalent.


                             F-8
<PAGE>

         REGENT TECHNOLOGIES, INC. AND SUBSIDIARIES
                NOTES TO FINANCIAL STATEMENTS
              DECEMBER 31, 1998, 1997 AND 1996

(2)  DISPOSITION OF ASSETS/DISCONTINUED OPERATONS

Effective  January 1, 1998, the Company  sold  100%  of  the
stock  and  interest  of Regent Digital  Imaging,  Inc.  and
ConnecTen,  L.L.C.  respectively, to  entities controlled by
the  Chairman  of  the Company  for the assumption of certain
debts and liabilities related  to  those  entities, the
forgiveness  of  the outstanding line of credit to the Chairman
in the amount  of $203,000, the receipt of a promissosry note
of $20,000 from the Chairman, and the payment of approximately
$28,000 of the Company's accounts payable in April 1999.

Effective  January 1, 1998, the Company  sold  100%  of  the
interest  of Channel Services, LC, to the President  of  the
Company for the assumption of certain debts and liabilities.

Effective  January 1, 1998, the Company  sold  100%  of  the
interest  of Regent TEL1 Communications, Inc. to WOODY  INC.
for the assumption of certain debts and liabilities and a
non-recourse promissory note of $67,500.

During 1998, the Company's interest in SSBE, Inc. was written off
because in the opinion of management, no value remains in that entity.

Prior to 1998, these subsidiaries were consolidated as part of the
Company.  The cumulative sales price received upon disposal of these
subsidiaries was approximately $116,000.  However, the subsidiaries'
recorded assets exceeded recorded liabilities by approximately $385,000
and this amount has been charged to 1998 operations.

Accordingly, the disposal of these divisions constitutes discontinued
operations with prior years restated.

In addition, the Company and subsidiaries executed an agreement that
they would not look to each other for any further remuneration.


(3)OTHER ASSETS
                                                   1998             1997

Investment,  minority  ownership  SSBE                 --          13,496

Technology License, less accumulated amortization
of $36,029 in 1997                                     --         321,139

Long term note receivable from WOODY Inc.          67,000              --


(4)  TRANSACTIONS WITH RELATED PARTIES

In  April, 1997, the Directors approved the grant  of  stock
options to the Chairman in the amount of 333,333 shares  and
to  the President in the amount of 83,333 shares all with an
exercise  price of $.30 with an expiration of  December  31,
1998.    During  1998,  the  Chairman  exercised  his  stock
options.

The  Directors  also approved in 1997 a resolution  granting
8,333 shares each to the Chief Financial Officer and to  the
General  Counsel to vest upon completion of their employment
contracts.

During  the third quarter, 1997, the Directors approved  the
grant  of stock options to the General Counsel and the Chief
Financial Officer in the amount of 75,000 shares and to  the
Director of the Integration Services Division of the Company
in  the amount of 66,667 shares each with an exercise  price
of  $.30  and currently with an expiration date of June  30,
2003.

In October, 1997, the Board of directors passed a resolution
giving  all  employees  the election  of  taking  restricted
shares  of the Company common stock, at a value of $.05  per
share,  in lieu of salaries owed through December 31,  1997,
said election to be made on or before March 31, 1998.

During  the first quarter, 1998, the Directors approved  the
grant  of  stock  and stock options to subsidiary  employees
totaling  250,000  shares at exercise  prices  ranging  from
$0.30 to $0.60 per share.

Effective  January 1, 1998, the Company  sold  100%  of  the
stock  and  interest  of Regent Digital  Imaging,  Inc.  and
ConnecTen,  L.L.C.  respectively, to  the  Chairman  of  the
Company  for the assumption of certain debts and liabilities
related  to  those  entities  and  the  forgiveness  of  the
outstanding line of credit to the Chairman in the amount  of
$203,000 and the payment of $20,000 cash to the Company

Effective  January 1, 1998, the Company  sold  100%  of  the
interest  of Channel Services, LC, to the President  of  the
Company for the assumption of certain debts and liabilities.

                             F-9

<PAGE>


         REGENT TECHNOLOGIES, INC. AND SUBSIDIARIES
                NOTES TO FINANCIAL STATEMENTS
              DECEMBER 31, 1998, 1997 AND 1996

(5) COMMITMENTS

On  September  1,  1997, the Company  opened  a  new  office
located  at 2929 Elm St., Dallas, Texas 75226 under  a  five
year lease which provides for rental payments of $3,500  per
month.

(6) INCOME TAXES

There  is no provision for federal income taxes due  to  the
net  operating  loss.  The Company has  net  operating  loss
carryforwards   for  tax  purposes  totaling   approximately
$2,257,000, which expire at various dates beginning in  1998
and  expiring in 2012. The utilization of the net  operating
loss carryforwards to offset future taxable income could  be
significantly restricted under Section 382 of  the  Internal
Revenue  Code  due  to a change of 50  percent  or  more  of
ownership of the Company in the last three years.

(7) NOTES RECEIVABLE

In connection with the sale of Tel1 Communications, the Company
took back a non-recourse promissory note payable in annual
installments of interest only, computed at 6% per annum, with
principal and any remaining interest due December 2003.

(8) LONG TERM DEBT
The Company, as part of the disposition of Regent Digital Imaging, Inc.
executed a note payable to a vendor of Imaging in the amount of $64,000.
The note bears no interest and is payable on or before March 1, 2004.
The note is unsecured.  There are no future minimum principal payments
before the note is due.

(9) GOING CONCERN

As shown in these financial statements, the Company has incurred
recurring net losses of approximately $666,000, $379,000, and $90,000 for
1998, 1997, and 1996, respectively.  These recurring losses create an
uncertainty regarding the Company's ability to continue as a going concern.
As discussed in Note 2, the Company has sold or otherwise disposed of all
its subsidiaries.  The financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.

(10)  STATEMENTS OF CASH FLOWS

Excluded from the consolidated statements of cash flows were
the  effects  of  certain non-cash investing  and  financing
activities, as follows:

                                   Year ended December 31,

                                             1998      1997      1996

Sale of 81% of SSBE's net assets for
83,333  shares of common stock                ---      ---      47,535

Issuance of 523,615 shares of common
stock and 83,333 shares of Treasury stock
for  the  acquisition  of  the
Technology  License                           ---      ---     364,168

Issuance of 26,300 shares of common stock
for trade payable                             ---      ---         526

Issuance of 333,333 shares of common stock
for note receivable                           ---      100,000     ---

Acquisition  of  equipment  with  capital
lease                                         ---       60,110     ---

Disposition of equipment with capital lease  60,110       ---      ---

Issuance of 709,543 shares of common
stock for deferred compensation             226,000       ---      ---

(8) CONCENTRATION OF CREDIT RISK

The  Company  receives its revenues from various  individual
and business accounts.









                            F-10

<PAGE>