<PAGE>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10-QSB

(Mark  One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
      THE SECURITIES AND EXCHANGE ACT OF 1934
      For the quarterly period ended June 30, 1999

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES ACT OF 1934
      For the transition period from to.


                           Commission File No. 1-6336
                           --------------------------

                           Petrominerals Corporation
        ----------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                 No. 95-2573652
      -------------------------                       --------------
(State or other jurisdiction of incorporation        (I.R.S. Employer
  or  organization)                                  Identification No.)

                   27241 Burbank, Foothill Ranch, California 92610-2500
           ---------------------------------------------------------------------
                      (Address of principal executive offices)

                               (949) 588-2645
                       ------------------------------------
              (Registrant's telephone number, including area code)

Check  whether  the  Registrant  (1)  filed  all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for  such shorter period that the Registrant was required to file such reports),
and  (2)  has  been  subject  to  such filing requirements for the past 90 days.

                                [  ]          [X]
                                 No          Yes

The  number  of shares of Registrant's common stock outstanding at June 30, 1999
was  1,059,417.

                                       Page 1
<PAGE>
                            PETROMINERALS CORPORATION

                                      INDEX


<TABLE>
<CAPTION>


                                                                      Page
                                                                      ----
<S>                                                                   <C>
PART I - FINANCIAL INFORMATION

Item 1.  Unaudited Consolidated Financial Statements
  Consolidated Balance Sheets June 30, 1999 and December 31, 1998. .     4
  Consolidated Statements of Operations for the three and six months
    ended June 30, 1999 and 1998 . . . . . . . . . . . . . . . . . .     6
  Consolidated Statements of Cash Flows for the six months ended
    June 30, 1999 and 1998 . . . . . . . . . . . . . . . . . . . . .     7
Notes to Consolidated Financial Statements . . . . . . . . . . . . .     8

Item 2.  Management's Discussion and Analysis of Financial Condition
         Condition and Results of Operations . . . . . . . . .     9

PART II - OTHER INFORMATION .. . . . . . . . . . . . . . . . . . . .    10

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    11
</TABLE>

                                       Page 2
<PAGE>

                         PART I - FINANCIAL INFORMATION


                                       Page 3
<PAGE>

ITEM  1.    UNAUDITED  CONSOLIDATED  FINANCIAL  STATEMENTS
            ----------------------------------------------

                            PETROMINERALS CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                  (Dollars in thousands, except par value data)
                                   (Unaudited)



                                     ASSETS

<TABLE>
<CAPTION>


                                                             December 31,
                                             June 30, 1999       1998
                                             --------------  -------------
<S>                                          <C>             <C>
Current Assets
  Cash and cash equivalents . . . . . . . .  $        2,686  $       2,928
  Accounts receivable, net. . . . . . . . .               2              8
  Prepaid expenses. . . . . . . . . . . . .              32             52
                                             --------------  -------------

    Total Current Assets. . . . . . . . . .           2,720          2,988
Restricted Cash . . . . . . . . . . . . . .              25             25
Property and Equipment, net (including oil
  and gas properties accounted for on the
  successful efforts method). . . . . . . .             142            129
Notes Receivable and Other Assets . . . . .             417            417
                                             --------------  -------------
    Total Assets. . . . . . . . . . . . . .  $        3,304  $       3,559
                                             ==============  =============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       Page 4

<PAGE>
                            PETROMINERALS CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                  (Dollars in thousands, except par value data)
                                   (Unaudited)



                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>


                                                                   December 31,
                                                   June 30, 1999       1998
                                                   --------------  -------------
<S>                                                <C>             <C>
Current Liabilities
  Accounts payable. . . . . . . . . . . . . . . .  $           80  $         133
  Accrued liabilities . . . . . . . . . . . . . .               5             44
  Royalties payable . . . . . . . . . . . . . . .              11             11
                                                   --------------  -------------

    Total Current Liabilities . . . . . . . . . .              96            188
Prepetition liabilities . . . . . . . . . . . . .             448            448
                                                   --------------  -------------
    Total Liabilities . . . . . . . . . . . . . .             544            636
                                                   --------------  -------------
Stockholders' Equity
  Preferred stock:
    $.10 par value, 5,000,000 shares authorized;
    no shares issued and outstanding. . . . . . .               -              -
  Common stock:
    $.10 par value, 20,000,000 shares authorized;
    1,059,417 shares issued and outstanding at
    June 30, 1999 and December 31, 1998,
    respectively. . . . . . . . . . . . . . . . .             848            848
Capital in Excess of Par Value. . . . . . . . . .             563            563

Retained Earnings . . . . . . . . . . . . . . . .           1,349          1,512
                                                   --------------  -------------
    Total Stockholders' Equity. . . . . . . . . .           2,760          2,923
                                                   --------------  -------------
    Total Liabilities and Stockholders' Equity. .  $        3,304  $       3,559
                                                   ==============  =============
</TABLE>


          See accompanying notes to consolidated financial statements.

                                       Page 5
<PAGE>
                            PETROMINERALS CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)

                                              For the Three       For the
                                              Months Ended       Six Months
                                                June  30,       Ended June 30,
                                            -----------------  ----------------
<TABLE>
<CAPTION>

                                              1999     1998     1999     1998
                                             -------  -------  -------  -------
<S>                                          <C>      <C>      <C>      <C>
REVENUES
  Oilfield services . . . . . . . . . . . .  $    -   $   30   $    -   $   56
  Oil and gas . . . . . . . . . . . . . . .      48        2       78      134
  Other income. . . . . . . . . . . . . . .      28       78       56      109
                                             -------  -------  -------  -------
    Total Revenues. . . . . . . . . . . . .      76      110      134      299
                                             -------  -------  -------  -------
COSTS AND EXPENSES
  Oilfield services . . . . . . . . . . . .       6       42       15       82
  Oil and gas . . . . . . . . . . . . . . .      64       22      104      178
  Depreciation, depletion and amortization.       1        2        2       33
  General and administrative. . . . . . . .      88      164      168      270
  Interest. . . . . . . . . . . . . . . . .       -        1        1        2
  Other expense . . . . . . . . . . . . . .       1        7        7       19
                                             -------  -------  -------  -------
    Total Costs and Expenses. . . . . . . .     160      238      297      584
                                             -------  -------  -------  -------

Net Loss from Operations. . . . . . . . . .     (84)    (128)    (163)    (285)
Gain on sale of fixed assets. . . . . . . .       -    2,161        -    2,161
                                             -------  -------  -------  -------

Net income (loss) . . . . . . . . . . . . .  $  (84)  $2,033   $ (163)  $1,876
                                             =======  =======  =======  =======
Net income (loss) per share . . . . . . . .  $ (.08)  $ 1.92   $ (.15)  $ 1.77
                                             =======  =======  =======  =======
Weighted Average Common Shares Outstanding.   1,059    1,059    1,059    1,059
                                             =======  =======  =======  =======
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       Page 6

<PAGE>
                            PETROMINERALS CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
                                                      For the Six Months
                                                       Ended June 30,
                                                      ------------------
<TABLE>
<CAPTION>

                                                        1999      1998
                                                       -------  --------
<S>                                                    <C>      <C>
Cash Flows from Operating Activities
  Net income (loss) . . . . . . . . . . . . . . . . .  $ (163)  $ 1,876
  Adjustments to reconcile net income (loss) to
    net cash used from operating activities:
      Depreciation, depletion and amortization. . . .       2        33
      Gain on sale of fixed assets. . . . . . . . . .       -    (2,161)
      Changes in operating working capital:
        Accounts receivable . . . . . . . . . . . . .       6        33
        Prepaid . . . . . . . . . . . . . . . . . . .      20       (19)
        Inventory . . . . . . . . . . . . . . . . . .       -        50
        Other assets. . . . . . . . . . . . . . . . .       -      (594)
        Accounts payable. . . . . . . . . . . . . . .     (53)      (22)
        Royalties payable . . . . . . . . . . . . . .       -       (18)
        Accrued liabilities . . . . . . . . . . . . .     (39)      (17)
        Prepetition liabilities . . . . . . . . . . .       -       (58)
                                                       -------  --------

Net Cash Used by Operating Activities . . . . . . . .    (227)     (897)
                                                       -------  --------
Cash Flows from Investing Activities
  Proceeds from sale of assets. . . . . . . . . . . .       -     3,680
  Capital expenditures. . . . . . . . . . . . . . . .     (15)        -
  Note receivable . . . . . . . . . . . . . . . . . .       -       462
                                                       -------  --------

Net Cash Used by Investing Activities . . . . . . . .     (15)    4,142
                                                       -------  --------
Cash Flows from Financing Activities
  Principal payment of debt . . . . . . . . . . . . .       -       (11)
  Long-term debt borrowed . . . . . . . . . . . . . .       -         -
                                                       -------  --------

Net Cash Used by Financing Activities . . . . . . . .       -       (11)
                                                       -------  --------
Net (Decrease) Increase in Cash and Cash Equivalents.    (242)    3,234
Cash and Cash Equivalents at beginning of period. . .   2,953       275
                                                       -------  --------
Cash and Cash Equivalents at end of period. . . . . .  $2,711   $ 3,509
                                                       =======  ========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       Page 7


<PAGE>
                            PETROMINERALS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            FOR THE SIX  MONTHS ENDED
                             JUNE 30, 1999 AND 1998
                                   (Unaudited)




NOTE  1  -  BASIS  OF  PRESENTATION
            -----------------------

The  financial  information  included  herein  is  unaudited;  however,  such
information  reflects  all  adjustments  (consisting  solely of normal recurring
adjustments)  which  are,  in  the  opinion  of management, necessary for a fair
statement  of results for the interim periods. The results of operations for the
six  month  period  ended  June  30,  1999 are not necessarily indicative of the
results  to  be  expected  for  the  full  year.

The  accompanying consolidated financial statements do not include footnotes and
certain  financial  presentations  normally  required  under  generally accepted
accounting  principles;  and,  therefore, should be read in conjunction with the
Company's  Annual  Report  on  Form 10-KSB for the year ended December 31, 1998.

Certain  reclassifications  have  been  made to the 1998 financial statements to
conform  to  the
presentation  used  in  1999.


NOTE  2  -  PER  SHARE  COMPUTATIONS
            ------------------------

Per  share  computations  are  based  upon the weighted average number of common
shares  outstanding  during each year. Common stock equivalents are not included
in  the  computations  since  their  effect  would  be  anti-dilutive.


NOTE  3  -  BANKRUPTCY
            ----------

On  June  8,  1999,  the  Company's  wholly-owned  subsidiary,  Hydro-Test
International,  Inc.,  filed a voluntary petition for Bankruptcy under Chapter 7
of  the  U.S.  Bankruptcy  Code  with  the U.S. Bankruptcy Court in the Southern
District  of  Texas.    The  creditor's  meeting was held in July 1999.  None of
Hydro-Test's  creditors  attended  the  meeting.    In  its  Chapter 7 petition,
Hydro-Test indicated that its estimates funds will be available for distribution
to  unsecured  creditors.    On  May 16, 1996, Hydro-Test filed for relief under
Chapter 11 of the U.S. Bankruptcy Code.  At June 30, 1999, Hydro-Test still owed
approximately $448,000 in prepetition liabilities from this previous Bankruptcy.
In  addition  the  subsidiary  owes  the Company approximately $888,000 in prior
operating  advances  and  other intercompany loans.  The total carrying value of
Hydro-Test's  assets  at  June  30,  1999  was  approximately  $125,000.



                                       Page 8

<PAGE>
ITEM  2  - MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
           ---------------------------------------------------------------------
           OF OPERATIONS
           ----------

FINANCIAL  CONDITION

As  discussed  in  the Company's Annual Report on Form 10-KSB for the year ended
December  31,  1998,  the  Company has sold substantially all of its oil and gas
properties  to  an  unrelated  party.  The Company has retained interests in two
small  oil  and  gas  properties.  As a result of the sale, the Company only has
marginal  revenues  and  expenses from the retained interests in certain oil and
gas  properties  for  the  six  months  ended  June  30, 1999. The Company had a
negative  cash  flow of approximately $242,000 for the six months ended June 30,
1999,  compared  to a positive cash flow of approximately $3,234,000 for the six
months  ended  June  30,  1998.  The current period negative cash flow is mainly
resulting  from normal general and administrative  costs for the six months with
marginal  production  activities. The negative cash flow at June 30, 1999 is the
result  of  a  significant  decline  in  production and sales due to the sale of
substantially  all  of  the  Company's  oil  and  gas  properties,  coupled with
depressed oil prices. However, revenues for the quarter ended June 30, 1999, had
increased  due to a rebound in the price of oil. At this moment, it is difficult
to  project  whether  the  negative  cash  flows  will continue during the third
quarter  of  1999.

Six  months  ended  June 30, 1999 as compared with the six months ended June 30,
--------------------------------------------------------------------------------
1998
----

The  Company  sold substantially all of its oil and gas properties in the middle
of  the  second  quarter  of 1998. Because of this sale, the Company reported an
approximate  $2,161,000  gain  as compared the quarter ended June 30, 1999.  The
Company now has only small holdings in oil and gas production, and the Company's
revenues  are  not  comparable  to  prior  periods.
BUSINESS  REVIEW

Oil  and  Gas  Segment
----------------------

As  noted  in  the 10-KSB for the year ended December 31, 1998, the Company sold
substantially all of its oil and gas producing properties to an unrelated entity
in  May  1998  with an effective date of April 1, 1998. As a part of the amended
sale  agreement,  the Company agreed to retain a small portion of the field. The
Company  continues  to  earn  marginal  revenues  from the retained interests in
certain  oil  and  gas  properties  and  interest  income.



                                       Page 9

<PAGE>
ITEM  2  - MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
           ---------------------------------------------------------------------
           OF OPERATIONS (Continued)
           -------------------------

BUSINESS  REVIEW  (Continued)

Oilfield  Services  Segment
---------------------------

As  noted  in  the  10-KSB for the year ended December 31, 1998, the Company has
discontinued  Hydro-Test's  operation  since  July  1998.  On  June 8, 1999, the
Company's  wholly-owned  subsidiary,  Hydro-Test  International,  Inc.  filed  a
voluntary  petition  for  Bankruptcy under Chapter 7 of the U.S. Bankruptcy Code
with  the  U.S.  Bankruptcy  Court  in  the  Southern  District  of  Texas.  The
creditor's  meeting  was  held  in  July,  1999.  None of Hydro-Test's creditors
attended  the  meeting.  In its Chapter 7 petition, Hydro-Test indicated that it
estimates  funds  will be available for distribution to unsecured creditors.  On
May 16, 1996 Hydro-Test filed for relief under Chapter 11 of the U.S. Bankruptcy
code.    At  June  30,  1999,  Hydro-Test  still  owed approximately $448,000 in
prepetition  liabilities  from  this  previous  Bankruptcy.    In  addition  the
subsidiary  owes  the Company approximately $888,000 in prior operating advances
and  other  intercompany loans.  The total carrying value of Hydro-Test's assets
at  June  30,  1999  were  approximately  $125,000.


                                       Page10
<PAGE>

                           PART II - OTHER INFORMATION


                                       Page 11
<PAGE>
ITEM  1.  LEGAL  PROCEEDINGS
          ------------------

The  Company  is  not a party to nor is its property the subject of any material
legal  proceedings  other  than  ordinary  routine  litigation incidental to its
business,  or  which  is covered by insurance, except as previously disclosed in
the Company's Annual Report on Form 10-KSB for the year ended December 31, 1998.


ITEM  2.   CHANGES  IN  SECURITIES
           -----------------------

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  ON  FORM  8-K
           -------------------------------------

(a)        Exhibits  -  None.

(b)        Reports  on  Form  8-K  -  None.


                                       Page 12
<PAGE>
                                   SIGNATURES




Pursuant  to  the  requirement  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.

                                      PETROMINERALS CORPORATION
                                      -------------------------
                                      (Registrant)



                                      /s/  Morris  V. Hodges
                                      ----------------------
                                      Morris  V.  Hodges
                                      President, CEO & Chief Financial Officer



                                       Page 13