SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

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

                  For the quarterly period ended March 31, 2000

                                       or

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES ACT OF 1934

                                -----------------

                           Commission File No. 1-14754

                                -----------------

                            PENDARIES PETROLEUM LTD.

             (Exact name of registrant as specified in its charter)


                                -----------------

                        PROVINCE OF NEW BRUNSWICK, CANADA

                 (State or other jurisdiction of incorporation)

        Internal Revenue Service - Employer Identification No. 52-2051576

                8 Greenway Plaza, Suite 910, Houston, Texas 77046

                                 (713) 355-2900

                                -----------------

         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  (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[ ]

         The total number of shares of the  registrant's  Common Shares,  no par
value, outstanding on March 31, 2000, was 8,879,470.


                                       1
<PAGE>


                            PENDARIES PETROLEUM LTD.


PART I - FINANCIAL INFORMATION                                              PAGE
                                                                            ----

Item 1.  Financial Statements

         Consolidated Balance Sheets as of March 31, 2000
         (Unaudited) and December 31, 2000.................................... 3

         Consolidated Statements of Operations and Deficit for the
         three months ended March 31, 2000 (Unaudited)
         With Comparative Figures for the Preceding Year...................... 4

         Consolidated Statements of Cash Flow for the
         three months ended March 31, 2000 (Unaudited)
         With Comparative Figures for the Preceding Year...................... 5

         Notes to Consolidated Financial Statements (Unaudited)............... 6

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk........ None


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings................................................. None

Item 2.  Changes in Securities and Use of Proceeds......................... None

Item 3.  Defaults Upon Senior Securities................................... None

Item 4.  Submission of Matters to a Vote of Security Holders............... None

Item 5.  Other Information................................................. None

Item 6.  Exhibits and Reports of Form 8-K.................................. None


SIGNATURES................................................................... 13



                                       2
<PAGE>






PART I:
<TABLE>
<CAPTION>

      Item 1.                FINANCIAL STATEMENTS

                            PENDARIES PETROLEUM LTD.

                           CONSOLIDATED BALANCE SHEETS

                      March 31, 2000 and December 31, 1999

                        (All figures are in U.S. dollars)

<S>                                                                    <C>                   <C>

                                                                                March 31,      December 31,
                                                                                  2000             1999
                                                                             -----------      -----------
                                     ASSETS                                  (Unaudited)
                                     ------
CURRENT ASSETS
   Cash and cash equivalents                                           $       5,027,638     $   6,983,680
   Accounts receivable                                                            25,218            43,577
   Prepaid expenses and other assets                                             167,450           231,651
                                                                       -----------------    --------------

                                                                               5,220,306         7,258,908
PROPERTY AND EQUIPMENT
   Oil and gas properties, recorded under the full cost method
     Proved                                                                   19,315,481        17,761,478
     Unproved                                                                  2,626,003         2,565,343
   Furniture, fixtures and office equipment                                      221,895           172,517
   Accumulated depreciation, depletion and amortization                          (85,379)          (76,484)
                                                                       ------------------   --------------

                                Net property and equipment                    22,078,000        20,422,854
                                                                       -----------------    --------------
                                Total Assets                        $         27,298,306    $   27,681,762
                                                                       ==================   ==============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES
   Accounts payable                                                    $             -      $       36,845
   Accrued liabilities                                                            23,433            40,962
                                                                       -----------------    --------------
                          Total current liabilities                               23,433            77,807
                                                                       -----------------    --------------
SHAREHOLDERS' EQUITY
   Common shares
     Authorized, unlimited number of common shares
     Issued 8,879,470 and 8,879,470 common shares, respectively               32,580,051        32,580,051
     Retained Deficit                                                         (5,305,178)       (4,976,096)
                                                                       ------------------   --------------
                          Total shareholders' equity                          27,274,873        27,603,955
                                                                        -----------------    --------------
                          Total liabilities and shareholders' equity     $    27,298,306   $    27,681,762
                                                                         ===============   ================
</TABLE>

The accompanying notes are an integral part of these consolidated statements.


                                       3
<PAGE>


                            PENDARIES PETROLEUM LTD.

           CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED DEFICIT

                                   (Unaudited)
                        (All figures are in U.S. dollars)

                                                  For The          For The
                                                Three-Month      Three-Month
                                                Period Ended     Period Ended
                                                  March 31,        March 31,
                                                    2000             1999
                                                    ----             ----

REVENUE

   Oil and gas income                         $              -     $     100,791
                                                  ------------     -------------

EXPENSES

   Oil and gas operating expenses                            -           95,160
   General and administrative expenses                 391,768          376,097
   Depreciation, depletion and amortization              8,895           47,751
   Canadian Exchange (gain)/loss                         6,715          (10,063)
                                                  ------------     -------------
                                                       407,378          508,945
                                                  ------------     -------------
OTHER INCOME

   Interest income                                      78,296           88,774
                                                  ------------     -------------


NET LOSS                                              (329,082)        (319,380)

RETAINED DEFICIT, beginning of period               (4,976,096)      (3,819,694)
                                                  -------------   --------------

RETAINED DEFICIT, end of period               $     (5,305,178)   $  (4,139,074)
                                              =================   ==============

NET LOSS PER SHARE
   Basic                                      $           (.04)   $        (.04)
                                              =================   ==============
   Fully diluted                              $           (.04)   $        (.04)
                                              =================   ==============



The accompanying notes are an integral part of these consolidated statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>

                            PENDARIES PETROLEUM LTD.

                      CONSOLIDATED STATEMENTS OF CASH FLOW

                                   (Unaudited)

                        (All figures are in U.S. dollars)

<S>                                                               <C>               <C>

                                                                          For the           For the
                                                                        Three-Month       Three-Month
                                                                        Period Ended      Period Ended
                                                                          March 31,         March 31,
                                                                            2000              1999
                                                                            ----              ----


CASH FLOW FROM OPERATING ACTIVITIES
   Net Loss                                                       $       (329,082) $      (319,380)
   Items not affecting cash
     Depreciation, depletion and amortization                                8,895           47,751
        Accounts receivable                                                 18,359          (43,261)
        Accounts payable                                                   (36,845)          (2,198)
        Accrued liabilities                                                (17,529)          42,443
        Prepaid expenses and other assets                                   64,201          (45,150)
                                                                  ----------------  ---------------

                  Net cash used in operating activities                  (292,001)        (319,795)
                                                                       -----------      -----------

CASH FLOW USED IN INVESTING ACTIVITIES
   Net additions to proved and unproved oil and gas
        properties                                                      (1,614,663)        (228,501)
   Additions to furniture, fixtures and office equipment                   (49,378)           1,071
                                                                  ----------------- ---------------
                 Net cash used in investing activities                  (1,664,041)        (227,430)
                                                                      -------------     -----------

DECREASE IN CASH AND CASH EQUIVALENTS                                   (1,956,042)        (547,225)

CASH AND CASH EQUIVALENTS, beginning of period                           6,983,680        7,873,280
                                                                  ----------------  ---------------

CASH AND CASH EQUIVALENTS, end of period                          $      5,027,638  $     7,326,055
                                                                  ================  ===============

</TABLE>

The accompanying notes are an integral part of these consolidated statements.

                                       5
<PAGE>

                            PENDARIES PETROLEUM LTD.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2000

                                   (Unaudited)

                        (All figures are in U.S. dollars)


1.   Nature of Operations

     Pendaries Petroleum Ltd.  ("Pendaries" or "the Company"),  a New Brunswick,
     Canada  corporation,  is a holding  company whose primary  interests are in
     exploration,  development  and  production of oil and gas properties in the
     People's Republic of China.

2.    NATURE OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
      ------------------------------------------------------

     The  Company  completed  an  initial  public  offering  and became a public
     company in Canada on December 12, 1996.

     The consolidated  interim  financial  statements  included herein have been
     prepared by Pendaries  without audit and reflect all adjustments which are,
     in the opinion of management,  necessary to present a fair statement of the
     results of the interim period  pursuant to the rules and regulations of the
     Securities and Exchange Commission ("SEC").  These statements are presented
     on  a  basis   consistent  with  annual  audited   consolidated   financial
     statements.   Certain   information,   accounting   policies  and  footnote
     disclosures normally included in consolidated financial statements prepared
     in accordance  with  generally  accepted  accounting  principles  have been
     omitted, although the Company believes that the disclosures are adequate to
     make the information  presented not misleading.  These consolidated interim
     financial  statements  should be read in conjunction  with the consolidated
     financial statements and the summary of significant accounting policies and
     notes thereto  included in the Company's  latest annual report on Form 10-K
     for the year ended December 31, 1999 filed with the SEC.

     The consolidated  financial  statements  include the accounts of Pendaries,
     Pendaries    Production,    Inc.,    Sino-American    Energy    Corporation
     (Sino-American)  and  Sino-American   Overseas  Energy   Corporation.   All
     significant intercompany transactions and balances have been eliminated.

     The  Company's  registration  statement  filed on Form  20-F  was  declared
     effective by the U.S. Securities and Exchange Commission in June 1998. This
     permitted the Company to list its common shares for trading on the American
     Stock Exchange.

3.       OIL AND GAS PROPERTIES - ALBERTA, CANADA

     In November  1996, we purchased an interest in three  producing oil and gas
     properties located in Alberta, Canada for $1,966,088.  In November 1999, we
     sold  all of our  interest  in the  Alberta  properties  for  approximately
     $1,200,000,  which approximated its book value. We will use the proceeds to
     partially fund exploration and development activities in our two core Bohai
     Bay blocks.

                                       6
<PAGE>

4.       OIL AND GAS PROPERTIES - CHINA

     At the end of 1998,  we owned an interest  in five oil and gas  exploration
     petroleum  contracts  covering  blocks  in the Gulf of Bohai  and the Pearl
     River  Mouth  Basin of the South China Sea. A  wholly-owned  subsidiary  of
     Kerr-McGee serves as the operator of all five blocks. We, the operator, and
     in  one  concession  an  additional  partner,  as  owners  of  the  working
     interests,   serve  as  the  foreign   contractors  under  these  petroleum
     contracts.  In addition, a Chinese government company serves as the Chinese
     counter  party to each  petroleum  contract.  For each  block  covered by a
     petroleum contract, the foreign contractors maintain an operating agreement
     among  themselves for handling the operational  issues.  During 1999 we and
     the operator  decided to  concentrate  our resources and efforts on the two
     primary blocks in the Bohai Bay which have exhibited the most potential for
     success,  Block 04/36 and Block 05/36.  As a result,  we  relinquished  the
     other two smaller  blocks in the Bohai Bay and the block in the South China
     Sea.

     In Block 04/36,  originally  three  companies  held interests in the block.
     Effective  September 1, 1999, Murphy Exploration & Petroleum  Company,  who
     owned a 45% interest in Block 04/36, dropped out of the block. This allowed
     us and  Kerr-McGee,  the  two  remaining  foreign  contractors,  to pick up
     Murphy's  interest  without  cost,  other  than the  obligation  to pay our
     increased proportional shares of prospect expenses. As a result, we elected
     to increase our  proportionate  interest  from 10% to 18.2%.  The operator,
     Kerr-McGee,  elected to increase  its  proportionate  interest  from 45% to
     81.8%. Thus, we and the operator are the only foreign contractors under the
     petroleum  contract  for Block  04/36.  The  China  National  Offshore  Oil
     Corporation, or CNOOC, is the Chinese counter party under the contract.

     In Block 05/36,  we own a 15%  interest,  the operator owns a 50% interest,
     and Newfield  Exploration  Company,  another U.S.  independent  oil and gas
     company,  owns the  remaining 35%  interest.  CNOOC is the Chinese  counter
     party under this petroleum contract as well.

     Oil and gas  exploration  in our two  Bohai  Bay  blocks  are  governed  by
     separate  petroleum  contracts.  In addition,  we are party to an operating
     agreement for each block. The table below lists our interest in each of the
     two remaining  concessions,  the acreage  held,  the  concession  dates and
     exploration periods, as determined by the petroleum contracts.

Block       Pendaries   Original    Current    Concession            End of
-----       ---------   --------    -------    ----------            ------
             Interest   Acreage     Acreage       Date            Exploration
             --------   -------     -------       ----            -----------
                                                                     Period
                                                                     ------

04/36 Block   18.2%      560,000    420,000    August 1994        August 2001
05/36 Block   15.0%      416,000    312,000    January 1996       January 2003

     In each  block,  CNOOC has the  option  to obtain as much as a 51%  working
     interest  during  the  development  and  production  periods  by paying its
     proportionate  share of the  development  and operating costs and receiving
     its  proportionate  share of oil and gas  production.  Although the foreign
     contractors  bear 100% of the exploration  costs,  they receive up to a 71%
     share of the oil and gas  produced,  (rather  than the 49% share  that they
     would otherwise be entitled to) until they have recovered these exploration
     costs.

                                       7
<PAGE>

5.       RELINQUISHMENT

     At the end of phase one of the exploration  period, the foreign contractors
     must relinquish 25% of the contract area,  excluding the development and/or
     production  areas. At the end of phase two of the exploration  period,  the
     foreign  contractors  must  relinquish 25% of the remaining  contract area,
     excluding the  development  and/or  production  areas.  At the end of phase
     three of the exploration  period,  the foreign  contractors must relinquish
     all contract areas not under development or production. After completion of
     all work and financial obligations,  the foreign contractors may relinquish
     their entire interest in any block at the end of its exploration period.

     Due to the extensive  exploration  efforts  expended on Block 04/36, at the
     beginning of the second phase, CNOOC did not require  relinquishment of 25%
     of the contract area. The second phase  continued  until August 1999.  Upon
     entry into the third  phase in  September  1999,  the  foreign  contractors
     relinquished 25% of the contract area.

     In March 1999,  the  foreign  contractors  entered  into phase two on Block
     05/36 and relinquished 25% of the contract area. We do not believe that the
     potential for  production on either block was harmed by the  relinquishment
     of the contract areas.

6.   Murphy Agreement

     On April 24, 1998, we entered into an agreement  with Murphy  Exploration &
     Production  Company to purchase its 45%  interest in Block 04/36.  We later
     extended the purchase  date from  December 21, 1998 to March 22, 1999.  The
     Murphy  Agreement  provided  that we would pay a total of $38  million  for
     Murphy's interest, with $35 million to be paid in cash and the remaining $3
     million in our common shares. Due to the adverse change in the condition of
     the oil and gas industry after our entering into the Murphy  Agreement,  we
     elected on March 22, 1999 to let the agreement  expire. In April of 1998 we
     paid the non-refundable  deposit of $1 million to Murphy and recorded it as
     an  additional  investment in our  opportunity  to increase our interest in
     Block 04/36.

     When Murphy  withdrew  from this block in September  1999, we exercised our
     right under the contract to acquire,  without  additional  charge,  our pro
     rata share of Murphy's 45% interest in the block and its associated  future
     costs. By doing so, we increased our interest and our share of future costs
     in Block 04/36 from 10% to 18.2%.

7.       COMMON SHARES

     Issuance of Stock Options

     On March 9, 1999, certain outside directors of Pendaries were granted stock
     options for a total of 84,500  common  shares.  The exercise  price is U.S.
     $0.59 per common share and the options expire on March 9, 2004.  There were
     no options issued in the first quarter of 2000.

     Issuance of Common Shares

     On March 9, 1999,  certain  outside  directors  of  Pendaries  were granted
     47,500 common  shares as  compensation,  the value which was U.S.  $28,209.
     There were no such shares issued in the first quarter of 2000.

                                       8
<PAGE>

8.      RECONCILIATION TO UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

Theseconsolidated  financial statements are expressed in U.S. dollars,  which is
     the  functional  currency in all areas of  operation,  and are  prepared in
     accordance  with  generally  accepted   accounting   principles  in  Canada
     ("Canadian  GAAP") which conform in all material respects with those in the
     United States  ("U.S.  GAAP") for the years  presented,  except as outlined
     below.

     Oil and Gas Properties

     In Canada, if the net capitalized costs of oil and gas properties in a cost
     center  exceed an amount equal to the sum of estimated  future net revenues
     from  proved  oil and gas  reserves  in the cost  center  and the  costs of
     properties not being amortized,  both adjusted for income tax effects, such
     excess is charged to expense. Also, the total capitalized costs of all cost
     centers are subject to a further recoverability test which includes,  among
     other things,  provision for site  development  and  restoration and future
     general,  administrative  and financial costs.  This is not consistent with
     U.S.  GAAP.  For U.S.  GAAP,  if the net  capitalized  costs of oil and gas
     properties  in a cost center exceed an amount equal to the sum of estimated
     discounted  present value at 10% of future net revenues from proved oil and
     gas  reserves  in the cost  center  and the costs of  properties  not being
     amortized,  both adjusted for income tax effects, such excess is charged to
     expense.  Included  in the  estimated  future net cash  flows are  Canadian
     provincial tax credits expected to be realized beyond the date at which the
     legislation, under its provisions, could be repealed. To date, the Canadian
     provincial  government  has not  indicated  an  intention  to  repeal  this
     legislation.

     If U.S. GAAP had been applied  instead of Canadian  GAAP, the Company would
     have  recognized an  impairment  of its oil and gas  properties in China in
     1998 in the  amount of  $2,195,799.  As a result of  increased  oil and gas
     prices  during the quarter  ended March 31, 2000 and  consideration  of the
     impairment  discussed  in the  preceding  sentence,  there were no material
     differences  between  Canadian GAAP and U.S. GAAP during the quarters ended
     March 31, 2000 and 1999.

9.   SUBSEQUENT EVENTS - COMMON STOCK AND STOCK OPTIONS
     --------------------------------------------------

     On April 6,  2000,  25,000  Sino-American  options  were  exercised  for an
     exercise  price of $1.00 per share.  Another 50,000  Sino-American  options
     were exercised on April 24, 2000 with an exercise price of $2.00 per share.
     Total proceeds to the Company from both exercises were $125,000.

     On April 25, 2000, 20,000 Sino-American options expired unexercised.  After
     the  above-mentioned  exercises  and  expirations,   216,000  Sino-American
     options  remain  outstanding  with exercise  prices from $1.00 to $2.00 per
     share. The remaining 216,000 will expire by August 30, 2000.

     On April 20, 2000,  122,000  Pendaries  options  were issued to  directors,
     officers and employees of the Company under the Stock Option Plan,  with an
     exercise price of $2.00 per share and expiration date of April 20, 2005. On
     the same  date,  15,000  common  shares  were  issued  to  certain  outside
     directors under the Company's Share Compensation Plan.

                                       9
<PAGE>

ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following  discussion and analysis  should be read in  conjunction  with the
unaudited  consolidated  financial  statements  included  elsewhere and with the
Company's Annual Report filed on Form 10-K for the year ended December 31, 1999.

RESULTS OF OPERATIONS
---------------------

Three Months Ended March 31, 2000 and 1999:

The Company  incurred a net loss of $329,082 and $319,380 for the quarters ended
March 31,  2000 and 1999,  respectively.  The $9,702  increase in net loss was a
result of the following:

Oil and gas income from the  Company's  properties  located in Alberta,  Canada,
decreased  from $100,791 in the first quarter ended March 31, 1999 to $0 for the
same  period in 2000.  There was no oil and gas  income in the first  quarter of
2000 due to the sale of the  Company's  oil and gas  properties  in  November of
1999.

Interest  income  decreased by $10,478 from $88,774 in the first quarter of 1999
to $78,296 in the first  quarter of 2000.  The decrease was due to the reduction
of cash available for investment in 2000.

Oil and gas operating  expenses  decreased from $95,160 for the first quarter of
1999 to $0 for the same period in 2000.  There were no operating  expenses as of
March 31, 2000 due to the sale of the oil and gas properties in November 1999.

Depreciation,  depletion and  amortization  decreased by $38,856 from $47,751 in
1999 to $8,895  in 2000.  This  decrease  was due to the sale of the oil and gas
properties in November 1999.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

From inception  (July 5, 1994) the Company's  capital by year is shown below. Of
the total,  $31,027,761  represents  cash raised by  issuance of common  shares,
$1,325,000  represents  oil and gas  properties  paid for by  issuance of common
shares, and $227,290 represents services paid for by issuance of common shares.

                 Common
                 Share         Exercise of      Exercise of
  Period         Equity          Warrants         Options           Total

Year - 1995    $ 3,287,500     $       -         $       -      $  3,287,500
Year - 1996     22,812,658             -             20,000       22,832,658
Year - 1997         68,000        944,488         5,196,115        6,208,603
Year - 1998        131,081             -             42,000          173,081
Year - 1999         28,209             -             50,000           78,209
Year - 2000             -              -                 -                -
               -----------     ----------        ----------      -----------
   Totals      $26,327,448      $ 944,488        $5,308,115      $32,580,051
               ===========      =========        ==========      ===========

                                       10
<PAGE>


During the same periods, the Company incurred capital expenditures as follows:

                Oil and Gas       Oil and Gas     Furniture,
                 Properties        Properties    Fixtures and
  Period           Canada            China        Equipment          Total
  ------           ------            -----        ---------          -----
Year - 1995    $        -        $  3,597,631     $  59,758     $  3,657,389
Year - 1996      1,966,088          2,981,853        62,613        5,010,554
Year - 1997             -           7,739,641       105,286        7,844,927
Year - 1998             -           4,843,827       (57,719)       4,786,108
Year - 1999     (1,966,088)(1)      1,163,869        (2,579)        (804,798)
Year - 2000             -           1,614,663        54,536        1,669,199
                 ---------        -----------      --------      -----------
        Totals          -         $21,941,484      $221,895      $22,163,379
                 =========        ===========      ========      ===========



NOTE: (1) The Company received proceeds from the sale of its Canadian properties
of $1,200,000. The difference of $766,088 is due to accumulated depletion on the
properties.

After capital expenditures and funds used in operations, the Company had cash of
$5,027,638  at March 31,  2000.  There is no credit  facility  with a  financial
institution or any other outstanding debt.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

The  statements  contained  in this  Quarterly  Report on Form 10-Q  ("Quarterly
Report")  that  are  not  historical  facts,  including,  but  not  limited  to,
statements  found in this  Management's  Discussion  and  Analysis of  Financial
Condition and Results of Operations,  are  forward-looking  statements,  as that
term is defined in Section 21E of the  Securities  and Exchange Act of 1934,  as
amended, that involve a number of risks and uncertainties.  Such forward-looking
statements  may be or may concern,  among other  things,  capital  expenditures,
drilling activity, acquisition plans and proposals and dispositions, development
activities, cost savings, production efforts and volumes,  hydrocarbon reserves,
hydrocarbon  prices,  liquidity,   regulatory  matters  and  competition.   Such
forward-looking  statements  generally are  accompanied by words such as "plan,"
"estimate,"  "expert,  " "predict,  " "anticipate,  " "projected,  " "should,  "
"assume,  " "believe,  " or other words that  convey the  uncertainty  of future
events or outcomes. Such forward-looking  information is based upon management's
current  plans,  expectations,  estimates  and  assumptions  and is subject to a
number of risks and uncertainties that could significantly affect current plans,
anticipated  actions,  the timing of such  actions and the  Company's  financial
condition and results of operations. As a consequence, actual results may differ
materially from expectations,  estimates or assumptions  expressed in or implied
by any forward-looking statements made by or on behalf of the Company. Among the
factors that could cause actual results to differ  materially are:  fluctuations
of the prices  received or demand for the  Company's  oil and natural  gas,  the
uncertainty  of  drilling  results  and reserve  estimates,  operating  hazards,
acquisition  risks,  requirements  for  capital,  general  economic  conditions,
competition and government  regulations,  as well as the risks and uncertainties
discussed in this Quarterly Report, including,  without limitation, the portions
referenced  above,  and the  uncertainties  set  forth  from time to time in the
Company's other public reports, filings and public statements.

                                       11
<PAGE>


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings - N/A

Item 2.  Changes in Securities - N/A

Item 3.  Defaults Upon Senior Securities - N/A

Item 4.  Submission of Matters to a Vote of Security Holders - N/A

Item 5.  Other Information - N/A

Item 6.  Exhibits and Reports on Form 8-K - N/A



                                       12
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SIGNATURES

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

                                            PENDARIES PETROLEUM LTD.

Date:   May 12, 2000                         By:   /s/Bobby J. Fogle
                                               --------------------
                                                     Bobby J. Fogle
                                                     Vice President, Finance and
                                                     Chief Financial Officer

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