PETROMINERALS CORPORATION

                                   FORM 10-QSB

                           FOR THE THREE MONTHS ENDED
                                 MARCH 31, 2000

1
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To  the  Board  of  Directors
Petrominerals  Corporation


We  have  performed  a review of the accompanying consolidated balance sheets of
Petrominerals  Corporation  (a  Delaware Corporation) and Subsidiary as of March
31,  2000  and  1999,  and  the  related  consolidated statements of operations,
shareholders'  equity  and  cash flows for the three and nine months then ended.

Our  review  was  performed  in  accordance  with  standards  for  such  reviews
promulgated  by  the  American  Institute  of  Certified Public Accountants and,
accordingly,  consisted principally of obtaining an understanding, by inquiries,
of  the  accounting system for preparation of interim financial information; and
making  inquiries  of  and  evaluating  responses  from certain officials of the
Company  who  have  responsibility  for  financial  and  accounting  matters.

Because  our  review  did  not constitute an examination made in accordance with
generally  accepted  auditing  standards,  we  express no opinion on the balance
sheets,  statements  of  operations  and  statements  of  cash  flows.

In  connection  with our review no matters came to our attention that we believe
should  be  reported  to  you.  Had we performed additional procedures or had we
made  an  examination  of  the  balance  sheet,  statements  of  operations  and
statements  of  cash  flows  in  accordance  with  generally  accepted  auditing
standards,  other  matters might have come to our attention that would have been
reported  to  you.

This  report  is  solely  for  the  information  of  the  board of directors and
management  and  is  not  to  be quoted in documents setting forth the unaudited
interim  financial information or in any other document available to the public.

BROWN  ARMSTRONG  RANDALL
REYES  PAULDEN  &  McCOWN
ACCOUNTANCY  CORPORATION


Bakersfield,  California
May  15,  2000

2
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                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  March  31,  2000

[ ]  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 Identification
 or organization)                                 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 March 31, 2000
was  1,059,417.

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                            PETROMINERALS CORPORATION

                                      INDEX

<TABLE>
<CAPTION>



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

Item 1.  Unaudited Consolidated Financial Statements
Consolidated Balance Sheets March 31, 2000 and
December 31, 1999 .. . . . . . . . . . . . . . . . . . . . . . . . .     1
Consolidated Statements of Operations for the three months
 ended March 31, 2000 and 1999 . . . . . . . . . . . . . . . . . . .     3
Consolidated Statements of Cash Flows for the three months ended
 March 31, 2000 and 1999 . . . . . . . . . . . . . . . . . . . . . .     4
Notes to Consolidated Financial Statements . . . . . . . . . . . . .     5

Item 2.  Management's Discussion and Analysis of Financial Condition
 Condition and Results of Operations . . . . . . . . . . . . . . . .     6

PART II - OTHER INFORMATION

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     9
</TABLE>


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<PAGE>
                         PART I - FINANCIAL INFORMATION
5
<PAGE>
ITEM  1.  UNAUDITED  CONSOLIDATED  FINANCIAL  STATEMENTS
          ----------------------------------------------

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


                                     ASSETS

<TABLE>
<CAPTION>

                                             March   December
                                               31,     31,
                                              2000    1999
                                             ------  ------
<S>                                          <C>     <C>
Current Assets
  Cash and cash equivalents . . . . . . . .  $2,082  $2,128
 Accounts receivable, net . . . . . . . . .      68      54
 Prepaid expenses . . . . . . . . . . . . .      25      31
                                             ------  ------

  Total Current Assets. . . . . . . . . . .   2,175   2,213

Restricted Cash . . . . . . . . . . . . . .      25      25

Property and Equipment, net (including oil
 and gas properties accounted for on the
 successful efforts method) . . . . . . . .     373     355

Notes Receivable and Other Assets . . . . .     352     437
                                             ------  ------

  Total Assets. . . . . . . . . . . . . . .  $2,925  $3,030
                                             ======  ======
</TABLE>

1
          See accompanying notes to consolidated financial statements.
<PAGE>
                            PETROMINERALS CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                  (Dollars in thousands, except par value data)
                                   (Unaudited)

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                March   December
                                                  31,     31,
                                                 2000    1999
                                                ------  ------
<S>                                             <C>     <C>
Current Liabilities
  Accounts payable . . . . . . . . . . . . . .  $  145  $  157
 Accrued liabilities . . . . . . . . . . . . .       4       4
 Royalties payable . . . . . . . . . . . . . .      11      11
                                                ------  ------

  Total Current Liabilities. . . . . . . . . .     160     172

Prepetition liabilities. . . . . . . . . . . .     448     448
                                                ------  ------

  Total Liabilities. . . . . . . . . . . . . .     608     620
                                                ------  ------

Stockholders' Equity
 Preferred stock:
 $.10 par value, 2,900,000 shares authorized;
 no shares issued and outstanding. . . . . . .       -       -
 Common stock:
 $.80 par value, 20,000,000 shares authorized;
 1,059,417 shares issued and outstanding at
 March 31, 2000 and December 31, 1999,
 respectively. . . . . . . . . . . . . . . . .     848     848

Capital in Excess of Par Value . . . . . . . .     563     563

Retained Earnings. . . . . . . . . . . . . . .     906     999
                                                ------  ------

  Total Stockholders' Equity . . . . . . . . .   2,317   2,410
                                                ------  ------

  Total Liabilities and Stockholders' Equity .  $2,925  $3,030
                                                ======  ======
</TABLE>



2
          See accompanying notes to consolidated financial statements.
<PAGE>
                            PETROMINERALS CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                              For the Three Months

                                                  Ended March 31
                                                 ----------------
                                                  2000         1999
                                            ----------------  -------
<S>                                         <C>               <C>
REVENUES
 Oil and gas . . . . . . . . . . . . . . .  $            90   $   30
 Other income. . . . . . . . . . . . . . .               26       28
                                            ----------------  -------

 Total Revenues. . . . . . . . . . . . . .              116       58
                                            ----------------  -------

COSTS AND EXPENSES
 Oilfield services . . . . . . . . . . . .                -       10
   Oil and gas . . . . . . . . . . . . . .               84       40
 Depreciation, depletion and amortization.                1        1
 General and administrative. . . . . . . .              120       80
 Interest. . . . . . . . . . . . . . . . .                -        1
 Other expense . . . . . . . . . . . . . .                4        5
                                            ----------------  -------

 Total Costs and Expenses. . . . . . . . .              209      137
                                            ----------------  -------

Net Loss . . . . . . . . . . . . . . . . .              (93)     (79)
                                            ================  =======


Net loss per share . . . . . . . . . . . .  $          (.09)  $ (.07)
                                            ================  =======


Weighted Average Common Shares Outstanding            1,059    1,059
                                            ================  =======
</TABLE>



3
          See accompanying notes to consolidated financial statements.

<PAGE>
                            PETROMINERALS CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                            For the Three Months
                                                               Ended March 31,
                                                          ------------------------
                                                                2000             1999
                                                      ------------------------  -------
<S>                                                   <C>                       <C>
Cash Flows from Operating Activities
  Net loss . . . . . . . . . . . . . . . . . . . . .  $                   (93)  $  (79)
  Adjustments to reconcile net loss
    to net cash used from operating activities:
      Depreciation, depletion and amortization . . .                        1        1
      Changes in operating working capital:
        (Increase) decrease in accounts receivable .                      (14)       6
        (Increase) decrease in prepaid . . . . . . .                        6       11
        (Decrease) increase in accounts payable. . .                      (12)     (15)
        (Decrease) increase in accrued liabilities .                        -      (38)
                                                      ------------------------  -------

Net Cash Used by Operating Activities. . . . . . . .                     (112)    (114)
                                                      ------------------------  -------

Cash Flows from Investing Activities
  Capital expenditures . . . . . . . . . . . . . . .                      (19)       -
  Collection from notes receivable . . . . . . . . .                       85        -
                                                      ------------------------  -------

Net Cash Provided (Used) by Investing Activities . .                       66        -
                                                      ------------------------  -------


Net (Decrease) Increase in Cash and Cash Equivalents                      (46)    (114)

Cash and Cash Equivalents at beginning of period . .                    2,153    2,953
                                                      ------------------------  -------

Cash and Cash Equivalents at end of period . . . . .  $                 2,107   $2,839
                                                      ========================  =======
</TABLE>



4
          See accompanying notes to consolidated financial statements.

<PAGE>

                            PETROMINERALS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2000 AND 1999
                                   (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
three  month  period  ended March 31, 2000 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, 1999.

Certain  reclassifications  have  been  made to the 1999 financial statements to
conform  to  the  presentation  used  in  2000.


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.


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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,  1999,  the  Company had sold substantially all of its oil and gas
properties in 1998 to an unrelated party.  The company did retain an interest in
two  small oil properties and has subsequently completed an acquisition of a 25%
interest in a Wyoming gas field. As a result of the higher commodity prices, net
cashflow  increased  from a negative cash flow of approximately $114,000 for the
first  three months of 1999 to a negative cash flow of approximately $46,000 for
the  same period in 2000.  The current low level of cashflow is mainly resulting
from  normal  general  and  administrative  costs while the company continues to
review  acquisition  and  merger  opportunities.

Three  months ended March 31, 2000 as compared with the three months ended March
--------------------------------------------------------------------------------
31,  1999
---------

With  oil prices in the first quarter of 2000 nearly double of those received in
the  first  quarter  of  1999  and  the  addition of the Wyoming properties, the
company  has  recorded revenues of $116,000 for the three months ended March 31,
2000  versus  $58,000  for  the  same  period  in 1999.  Net realized oil prices
increased  from  $8.29  per  barrel for the three months ended March 31, 1999 to
$24.66  for  the  same  period in 2000.  Operating expenses were $84,000 for the
three  months  ended  March 31, 2000 versus $40,000 for the same period in 1999.
With  the  addition of a new officer to implement the company's growth strategy,
general  and  administrative expenses increased to $120,000 for the three months
ended March 31, 2000 versus $80,000 for the same period in 1999.  As a result, a
net  loss  increased from  $79,000 for the first three months of 1999 to $93,000
for  the  same  period  in  2000.

BUSINESS  REVIEW

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

As  discussed  in  the Company's Annual Report on Form 10-KSB for the year ended
December  31,  1999,  the  Company had sold substantially all of its oil and gas
properties  in  1998  to  an  unrelated party.  In 1999, the company initiated a
process  to use the proceeds to either purchase additional oil and gas producing
assets  or  merge with another company.  As a result of this process the Company
completed the acquisition of a 25% interest in the Smith Ranch natural gas field
located  in  southwest  Wyoming  for approximately $102,000 in cash in September
1999.  In  addition  to  reviewing  merger alternatives, management is currently
focusing  its  efforts  on  utilizing  its  cash  balance for the acquisition of
additional  oil  and  gas  producing  properties.

6
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------
Wyoming  Venture
----------------

On September 20, 1999 the Company completed the acquisition of a 25% interest in
the  Smith  Ranch  natural  gas  field  located  in  southwest Wyoming.  Current
production  from the two active gas wells is 300 thousand cubic feet per day (65
mcfd  net).  The  company  participated in the drilling of a gas well in the 3rd
quarter  of 1999 and that well was completed in a Lewis Sandstone interval.  Due
to  completion  problems,  that  well  is  currently  in  the  process  of being
recompleted  to  an  Upper Fort Union or Wasatch sand interval.  The company has
plans  to  drill  one additional well in the 3d quarter of this year.  That well
will target the Lewis Sandstone but will also collect gas content information on
the  Fort  Union  coal.  This information will allow the company to complete its
reservoir  analysis  on  the  coalbed  methane  potential  for  its  acreage.

Santa  Clarita  Area
--------------------

As a result of the 1998 sale, the company retained a 53% working interest in the
Castaic  Hills  Unit,  a 100% working interest in a nearby oil well and an 83.3%
working  interest  in  2  producing oil wells in the nearby Hasley Canyon field.
Current  net  production  from  the  --13  active  wells  on  these  leases  is
approximately  48  barrels per day (bopd).  With oil prices at historically high
levels,  the  operator  has initiated a program of returning wells to production
and  enhancement  of  the  water  disposal  activities.

In  addition to the retained working interest, the company reserved a production
payment  of  $931,000.  This  payment is paid in installments in any month which
certain  posted  prices for oil produced exceeds $13.50 per barrel.  The monthly
payment  is  equal  to  one-half  of the difference between the weighted average
posted  price  and $13.50, multiplied by the number of barrels produced.  Posted
prices  for the first quarter averaged $21.6 per barrel.  Revenue from this note
was  approximately  $85,000  and  is reflected in the consolidated statements of
cashflows  as  a  reduction  of  Notes  receivable.

Hillcrest  Beverly  Oil  Corporation  Acquisition
-------------------------------------------------

On March 10, 2000, the company signed a non-binding letter of intent to purchase
100% of the outstanding stock of Hillcrest Beverly Oil Corporation (HBOC) from a
private Nevada corporation.  HBOC operates 2 drillsites in West Los Angeles that
have  daily  production of approximately 400 bbls of oil, 90 bbls of natural gas
liquids and 340 mcf (300 bopd, 90 bnglpd and 290 mcfd net) from 16 active wells.
The  company  also  operates  a  gas plant that processes 1.8 mmcfd.  Net proven
reserves  are estimated at 2.6 million barrels of oil and liquids and 3,100 mmcf
of gas.  The company has identified several undeveloped locations and expects to
initiate  drilling  operations  in  the  2nd  or  3rd  quarter  of  2000.

Petrominerals  has  initiated  negotiations regarding the binding stock purchase
agreement  as well as its due diligence process.  The company has also initiated
discussions  with  lending  institutions  to  fund the acquisition.  The company
expects  the  transaction  to  close  during  the  2nd  quarter  of  2000.


7
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PART  II  -  OTHER  INFORMATION
8
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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, 1999.


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.

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<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


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