________________________________________________________________________________
                              UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
          
                              FORM 10-QSB 

(Mark One)

X   Quarterly report pursuant to Section 13 or 15(d) of the Securities 
    Exchange Act of 1934

For the quarterly period ended March 31, 1999

OR

__   Transition report pursuant to Section 13 or 15(d) of the Securities 
      Exchange Act of 1934

                          Commission File Number: 0-28814

                         COTTON VALLEY RESOURCES CORPORATION

              (Exact name of registrant as specified in its charter)

      Yukon, Canada                                            98-0164357
(State or other jurisdiction of                             (I.R.S. Employer 
incorporation or organization)                               Identification No.)

                                 6510 Abrams Road
                                    Suite 300
                               Dallas, Texas 75231
                     (Address of principal executive offices)

                          Telephone Number (214) 221-6500
            (Registrant's telephone number, including area code)

     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 __
     
As of March 31, 1999, there were 22,733,198 shares of the Registrant's 
Common Stock outstanding.
<PAGE>
___________________________________________________________________________
                        COTTON VALLEY RESOURCES CORPORATION

                                    INDEX


              PART I.  FINANCIAL INFORMATION                        Page No.

Item 1.     Condensed Consolidated Financial Statements:

            Condensed Consolidated Balance Sheets as of
            March 31, 1999                                              3

            Condensed Consolidated Statements of 
            Operations for the nine months and three months ended 
            March 31, 1999 and 1998                                     4

            Condensed Consolidated Statements of Cash Flow
            for the nine months ended March 31, 1999 and 1998           6

            Notes to Condensed Consolidated 
            Financial Statements                                        7


Item 2.     Management's Discussion and Analysis of 
            Financial Condition and Results of Operations               8


              PART 11.    OTHER INFORMATION

Item 1.     Legal Proceedings                                          10

Item 5.     Other Information                                          10

Item 6.     Exhibits and Reports on Form 8K                            10

            Signatures                                                 11 


<PAGE>
                                       
PART I.  FINANCIAL INFORMATION

        ITEM 1.     CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

                       COTTON VALLEY RESOURCES CORPORATION

                       CONDENSED CONSOLIDATED BALANCE SHEET
                                 March 31, 1999
                          (Expressed in U.S. Dollars)
                                  (Unaudited)

                                     ASSETS
<TABLE>
<S>                                                       <C>
CURRENT ASSETS:

     Cash                                                 $        13,590
     Accounts receivable                                          128,457
     Materials and supplies inventory                             457,314
     Prepaid expenses                                              38,961
                                                          ---------------
Total Current Assets                                              638,322

PROVED OIL and GAS PROPERTIES (full cost method)
     Net of accumulated depletion of $532,569                  12,037,587

OFFICE FURNITURE and EQUIPMENT
     Net of accumulated depreciation of $29,960                   119,008

DEFERRED INCOME TAXES                                           1,782,383

FINANCING COSTS and OTHER ASSETS                                   88,203
                                                          ---------------

Total Assets                                              $    14,665,503
                                                          ===============
</TABLE>
                   LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<S>                                                      <C>
CURRENT LIABILITIES:

Accounts payable                                          $      917,666
Accrued expenses                                                 261,529
Accrued interest                                                  49,688
Notes payable                                                    950,216
                                                          --------------
Total Current Liabilities                                      2,179,099

LONG TERM DEBT                                                   167,675

ADVANCES FROM RELATED PARTIES                                    119,710

DEFERRED INCOME TAXES                                                 --

STOCKHOLDERS' EQUITY:
Preferred Stock, no par value, authorized-unlimited, 
     none issued                                                      --
Common Stock, no par value, authorized-unlimited,   
     22,733,198 issued                                        22,530,700
Warrants                                                         344,533
Deficit accumulated in development stage                      (3,599,756)
Accumulated loss                                              (7,076,458)
                                                           -------------
Total Stockholders' Equity                                    12,199,020


Total Liabilities and Stockholders' Equity                $  14,665,503
                                                          =============
</TABLE>

See accompanying notes to these financial statements

<PAGE>                                 

                        COTTON VALLEY RESOURCES CORPORATION 
                       CONDENSED CONSOLIDATED STATEMENTS OF 
                                   OPERATIONS 
                           (Expressed in U.S. Dollars)
                                   (Unaudited)

<TABLE>

                                            Period from       Period from
                                          July 1, 1998 to    July 1, 1997 to
                                        March 31, 1999      March 31, 1998
                                          ----------------       --------------
<S>                                       <C>                     <C>  
REVENUE:
   Oil and gas sales                       $     253,901          $    712,522
   Equipment sales                               683,708               574,551
   Other income                                   33,432                 2,357
                                         ----------------        --------------
                                                 971,041             1,289,430
                                         ----------------        --------------

EXPENSES:
   Oil and gas production                        279,001               540,248
   Equipment purchase and rework                 281,850               343,788
   Equipment operations                          179,341                68,945
   General and administrative                    877,466               923,218
   Depreciation and depletion                    141,796               256,683
                                          ---------------         -------------
                                               1,759,454             2,132,882
                                          ---------------         -------------

LOSS FROM OPERATIONS                            (788,413)             (843,452)

OTHER INCOME (EXPENSES): 
    Interest and financing expense              (315,587)             (511,152)
    Gain (Loss) on sale of assets             (9,600,000)              636,881
    Interest income                                  159                43,889
                                          -----------------       --------------
                                              (9,915,428)              169,618 
                                          -----------------       --------------

LOSS BEFORE INCOME TAXES                     (10,703,841)             (673,834)

INCOME TAX BENEFIT                             3,627,383               242,580 
                                          -----------------       --------------
 
NET LOSS                                   $  (7,076,458)          $  (431,254)
                                          =================       ==============

NET LOSS PER SHARE                          $      (0.36)          $     (0.03)
                                          =================       ==============

WEIGHTED AVERAGE SHARES                       19,414,097            16,263,265
                                          =================       ==============
</TABLE>

See accompanying notes to these financial statements
<PAGE>
                                       


                       COTTON VALLEY RESOURCES CORPORATION 
                       CONDENSED CONSOLIDATED STATEMENTS OF 
                                   OPERATIONS 
                           (Expressed in U.S. Dollars)
                                   (Unaudited)

<TABLE>

                                            Period from         Period from
                                       January 1, 1999 to     January 1, 1998 to
                                        March 31, 1999         March 31, 1998
                                          ----------------       --------------
<S>                                       <C>                     <C>  
REVENUE:
   Oil and gas sales                       $      58,732          $    160,686
   Equipment sales                                73,375               152,929
   Other income                                    6,520                 1,423
                                         ----------------        --------------
                                                 138,627               315,038
                                         ----------------        --------------
EXPENSES:
   Oil and gas production                         99,524               203,275
   Equipment purchase and rework                  34,153                87,643
   Equipment operations                            3,750                18,350
   General and administrative                    232,278               383,814
   Depreciation and depletion                     31,566                98,657
                                          ---------------         -------------
                                                 401,271               791,739
                                          ---------------         -------------

LOSS FROM OPERATIONS                            (262,644)             (476,701)

OTHER INCOME (EXPENSES): 
    Interest and financing expense               (50,481)             (434,204)
    Gain (Loss) on sale of assets             (9,600,000)              636,881
    Interest income                                   --                27,609
                                          -----------------       --------------
                                              (9,650,481)              230,286 
                                          -----------------       --------------

LOSS BEFORE INCOME TAXES                      (9,913,125)             (246,415)

INCOME TAX BENEFIT                             3,342,725                88,709
                                          -----------------       --------------
 
NET LOSS                                   $  (6,570,400)          $  (157,706)
                                          =================       ==============

NET LOSS PER SHARE                          $      (0.31)          $     (0.01)
                                          =================       ==============

WEIGHTED AVERAGE SHARES                       20,859,360            17,238,924
                                          =================       ==============
</TABLE>

See accompanying notes to these financial statements
<PAGE>
                                  
 
                        COTTON VALLEY RESOURCES CORPORATION

                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                          (Expressed in U.S. Dollars)
                                   (Unaudited)

<TABLE>
                                            Period from          Period from 
                                           July 1, 1998         July 1, 1997 
                                        to March 31, 1999     to March 31, 1998
                                        -----------------     -----------------
<S>                                     <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:         
     Net loss                            $  (7,076,458)        $     (434,540)
     Adjustments to reconcile to net 
      cash used by operating activities:
     Deferred income tax benefits           (3,627,383)              (242,580)
     Depreciation and depletion                141,796                256,683
     Amortization                               74,426                374,185
     Common stock issued for services          155,616                     --
     Change in accounts payable and accrued 
       liabilities                             (37,584)               470,581 
     Change in materials and supplies 
       inventory                               434,045               (533,108)
     Change in accounts receivable             267,933               (331,907)
     Change in prepaid expenses                180,158                     --
     Other                                       3,851                 84,325 
                                         -----------------      ----------------
     Net Cash (Used by) Operating 
       Activities                           (9,483,600)              (356,361)


CASH FLOWS FROM FINANCING ACTIVITIES:
     Advances from related 
        parties                                  3,279                (20,000)
     Sale of common stock and exercise of  
        warrants                               617,402              3,553,092
     Issuance of convertible debentures             --              4,320,000
     Extinguishment of convertible 
        debenture                           (4,220,000)                    --
     Reduction in deferred costs related
        to convertible debentures              701,518                     --
     Conversion of debenture to 
        common stock                           100,000                     --
     Issuance of notes payable                 350,000                489,710
     Conversion of trade payables to 
        long term debt                         278,291                     --
     Conversion of accounts payables to
        common stock                            94,090                     --
     Costs related to sale of stock and 
        notes                                 (360,900)              (443,274)
     Repayment of notes payable                     --               (999,000)
                                       ----------------        ---------------
     Net Cash Available from (Used by) Financing  
        Activities                          (2,436,320)             6,900,528

CASH FLOWS FROM INVESTING ACTIVITIES:
     Additions to oil and gas properties      (985,393)            (5,610,327)
     Disposal of oil and gas properties     13,197,644
     Costs related to disposal of oil 
        and gas properties                    (301,760)
     Additions to office furniture and 
        fixtures                               (31,832)               (39,577)
                                        ----------------      ----------------
     Net Cash Available from (Used by) 
        Investing Activities                11,878,659             (5,649,904)


INCREASE (DECREASE) IN CASH                    (30,911)               894,263)

CASH - Beginning of period                      54,851                642,612

CASH - End of period                    $       13,590         $    1,536,875
                                        ===============        ===============


SUPPLEMENTAL INFORMATION

Cash paid for interest                  $       4,472                 107,407
Conversion of debt to common stock            273,510                 100,000
Beneficial conversion feature on 
   convertible debentures                    (479,162)                479,162
Debt incurred in acquisition of oil 
   and gas properties                            -                    300,000
Oil and gas properties acquired with 
   common stock                                  -                  4,530,000
</TABLE>

See accompanying notes to these financial statements
<PAGE>
                                       

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                        (Expressed in U.S. Dollars)
                                   (Unaudited)

(1) Nature of Business and Basis of Preparation and Presentation
 
     Cotton Valley Resources Corporation (the "Company") has its primary 
business focus in the acquisition of ownership interests in, and the 
production of oil and gas from, existing oil and gas fields that indicate a 
potential for increased production through rehabilitation.  The Company 
purchases, repairs, rehabilitates and sells used oilfield production 
equipment.  
 
     The condensed consolidated financial statements of Cotton Valley Resources 
Corporation and subsidiaries (collectively "Cotton Valley") included herein 
have been prepared by Cotton Valley without audit.  Certain information and 
footnote disclosures normally included in financial statements prepared in 
accordance with generally accepted accounting principles have been 
condensed or omitted, since Cotton Valley believes that the disclosures 
included are adequate to make the information presented not misleading.  In 
the opinion of management, the condensed consolidated financial statements 
include all adjustments consisting of normal recurring adjustments 
necessary to present fairly the financial position, results of operations, 
and cash flows as of the dates and for the periods presented.  These 
condensed consolidated financial statements should be read in conjunction 
with the consolidated financial statements and the notes thereto included 
for the fiscal year ended June 30, 1998.
 
(2) Common Stock

     During the nine months ended March 31, 1999, the Company issued 1,628,825 
Shares of common stock to eight entities in a private placement for 
$356,305, issued 920,000 shares of common stock for services valued at 
$280,000, issued 205,000 shares of common stock as employee compensation, 
and issued 1,994,840 shares of common stock (the "Waiver and Interest 
Shares") to the holders of its 7% convertible debentures (the "Convertible 
Debentures") in payment of $296,221 in interest through December 31, 1998 
and $198,334 of penalty and waiver fees. In addition, a debenture of 
$100,000 plus accumulated interest was converted to 421,400 shares of 
common stock at the conversion price of $0.247917 per share.
<PAGE>     
(3)  Yukon Continuance Contingent Liability

Potential Securities Act Violation

     On March 16, 1998, the Company filed with the Commission a Registration 
Statement on Form SB-2 (the "March 1998 Registration Statement") for the 
purpose of registering up to 10,891,184 shares of the Company's Common 
Stock for sale by certain shareholders of the Company, including 
approximately 5.7 million shares to be issued upon exercise of outstanding 
warrants and conversion of the Convertible Debentures.  On May 1, 1998, the 
Company received a letter of comments from the Staff of the Commission (the 
"May 1998 Staff Comment Letter") relating to the March 1998 Registration 
Statement.  In the May 1998 Staff Comment Letter, the Staff advised the 
Company that it should have registered the Yukon Continuance under the 
Securities Act. The Yukon Continuance was not registered under the 
Securities Act.

     The Company in its supplemental response on May 26, 1998 to the Staff's May
1998 Comment Letter contended, with the concurrence of  the Company's U.S. 
securities counsel, that the Yukon Continuance was a transaction not 
subject to the registration requirements of Section 5 of the Securities 
Act.  The Staff has advised the Company that is does not agree with the 
Company and its U.S. securities counsel's conclusion regarding the Yukon 
Continuance.

     The Company, therefore, may have a contingent liability to certain of its 
shareholders, who may sue the Company to recover the consideration paid, if 
any, for shares of the Company's Common Stock, with interest thereon, from 
the date of the Yukon Continuance to the date of repayment by the Company 
less the amount of any income received thereon, upon tender of such 
securities, or for damages if the shareholder no longer owns such 
securities.  The Company intends to vigorously defend any such shareholder 
lawsuit and believes that it may have valid defenses, including the running 
of applicable statutes of limitations, against claims by some or all of its 
shareholders.  However, to the extent that any of the Company's 
shareholders obtain a judgment for damages against the Company, the 
Company's net assets and net worth will be reduced, which in turn could 
reduce the Company's ability to obtain financing for its exploration and 
drilling operations and cause the Company to curtail operations.  The 
Company is unable to quantify the amount of such contingent liability.
<PAGE>
(4)  Convertible Debenture Exchange Contingent Receivable

     On March 26, 1999 the Company assigned to the holders (the "Holders") of 
its then outstanding $4.22 million of Convertible Debentures assets (the 
"Transferred Assets") having a book value of approximately $11 million in 
exchange for a release from all obligations, including repayment and/or 
conversion, under the Convertible Debentures.  The obligations under the 
Convertible Debentures were assumed by Mustang Well Servicing Company 
("MWSC") and the Company's ownership interest in MWSC was transferred to an 
unrelated third party.  Pursuant to an agreement for conveyances in lieu of 
foreclosure between the Company, its subsidiaries and the holders of the 
Convertible Debentures, the Company is entitled to the return of all 
remaining Transferred Assets and remaining cash from the sale of 
Transferred Assets once the Holders have received $4.22 million (plus 
interest and certain expenses, less revenues and less 50% of the proceeds 
from sales of the Interest and Waiver Shares) from the sale of Transferred 
Assets.  In connection with the transaction the Company has recorded a pre-
tax loss on disposition of assets of $9,600,000.  The Company is unable to 
quantify the amount of the contingent receivable.


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

Results of Operations

First Nine Months Fiscal 1999 and First Nine Months Fiscal 1998

     During the nine months ended March 31, 1999, Cotton Valley incurred a 
net loss of $7,076,458, which compares to a loss of $431,254 during the first 
nine months of fiscal 1998. The decline results primarily from a loss of sale 
of assets of $9,600,000 in fiscal 1999 as compared with a $636,881 gain on 
sale of assets in fiscal 1998, offset by lower loss from operations and lower 
interest and financing expense.

     Oil and gas sales decreased 64% from $712,522 for the nine months ended 
March 31, 1998 to $253,901 for the nine months ended March 31, 1999, 
reflecting lower oil and gas prices and production declines.  Oil and gas 
production costs decreased 42% for the nine months ended March 31, 1999, 
reflecting lower production levels and curtailment of maintenance work on 
marginal wells due to lower oil prices.
<PAGE>
     Used equipment sales for the first three quarters of fiscal 1999 were 
$683,708 as compared to sales of $574,551 for the comparable period of fiscal 
1998.  The gross margins from the used equipment business were $222,517 and 
$161,818, respectively, for the nine months ended March 31, 1999 and 1998.

     General and administrative costs were $877,466 in the first three quarters 
of fiscal 1999, a decrease of $45,752 for the comparable period.  Interest 
expense and financing costs (net of interest income) decreased by $151,835 
during the first three quarters of fiscal 1999 as compared with the first half 
of fiscal 1998.  

     The Company has recognized an income tax benefit of $3,627,383 for the 
first half of fiscal 1999 as compared to recognition of an income tax benefit 
of $242,580 for the first half of fiscal 1998.  This is directly related to 
the size of the loss before income taxes.


Third Three Months Fiscal 1999 and Third Three Months Fiscal 1998

     During the three months ended March 31, 1999, Cotton Valley incurred a 
net loss of $6,570,400 which compares to a loss of $157,706 during the third 
quarter of fiscal 1998. The decline results primarily from a loss of sale of 
assets of $9,600,000 in fiscal 1999 as compared with a $636,881 gain on sale 
of assets in fiscal 1998, offset by lower loss from operations and lower 
interest and financing expense.
 
     Oil and gas sales decreased 63% from $160,686 for the three months ended 
March 31, 1999 to $58,732 for the three months ended March 31, 1998, 
reflecting lower oil prices and the shutting in of several wells which became 
uneconomic to produce as a result of low oil prices.  Oil and gas production 
costs decreased 51% from $203,275 for the three months ended March 31, 1998 to 
$99,524 for the three months ended March 31, 1999, reflecting the lower 
production levels.

     Used equipment sales for the third quarter of fiscal 1999 were $73,375 
as compared to $152,929 for the comparable quarter of fiscal 1998.  Cost of 
goods sold for the third quarter of fiscal 1999 was $37,903, as compared with 
$115,993 for the third quarter of fiscal 1998.  The gross margin from used 
equipment sales decreased from $36,936 for the third quarter of fiscal 1998 to 
$35,472 for the third quarter of fiscal 1999.  
<PAGE>
     General and administrative costs were $232,278 in the third quarter of 
fiscal 1999, a decrease of 39% from the $383,814 incurred in the third quarter 
of fiscal 1998.  Most of the decrease is attributable to staff reductions made 
during the second quarter of fiscal 1999.  Net interest expense was $356,114 
lower in the third quarter of fiscal 1999 over fiscal 1998 primarily due to 
elimination of the costs of carrying the Convertible Debentures.

     The Company recognized an income tax benefit of $3,342,725 for the third 
quarter of fiscal 1999 as compared to recognition of an income tax benefit of 
$88,709 for the third quarter of fiscal 1998.  This is directly related to the 
size of the loss before income taxes.

Liquidity and Capital Resources

     As of March 31, 1999, Cotton Valley has a working capital deficit of 
$1,540,777 calculated by subtracting current liabilities of $2,179,099 from 
current assets of $638,322.  Approximately $880,000 of the current liabilities 
is attributable to advances under the $10 million working capital and 
development credit facility provided to the Company by Triassic Energy 
Partners, L.P. ("Triassic"), under which the Company is in default of certain 
principal and interest repayment obligations, and which is secured by the 
Company's interest in its Means Field property, Andrews County, Texas.  In 
cooperation with Triassic, the Company is attempting to sell a portion of its 
interest in the Means Field to third parties to satisfy its current 
obligations to Triassic.  The Company and Triassic continue to discuss other 
ways in which the obligations may be satisfied and development activities 
resumed at Means Field.  

     During March 1999, the Company closed a transaction with the holders (the 
"Holders") of the Company's 7% convertible debentures (the "Debentures") to 
release the Company from any obligations to repay or convert their total 
outstanding amount of $4.22 million in long-term debt in exchange for the 
transfer and assignment of the Holders' collateral (well servicing equipment, 
horizontal drilling equipment and certain oil and gas leases) plus an 
additional 40% working interest in the Company's Cheneyboro leases in Navarro 
County, Texas.  

     Over the next few months, the Holders will seek buyers for the 
transferred assets, and the Company will have the right of first refusal to 
repurchase any of the major assets assigned to the Holders.  The assets to be 
transferred have a book value which exceeds the amount of the outstanding 
Debentures by approximately $7 million.  Upon completion of the transaction, 
the Company has taken a one-time charge of approximately $7 million relating 
to the transaction.  The Holders will refund to the Company any amount of 
sales proceeds which exceeds: (i) $4.2 million plus interest from January 1, 
1999 at 7% per annum; less (ii) 50% of the proceeds the Holders receive from 
sale of the 2 million shares of common stock the Holders received in November 
1998 in payment of interest and waiver and penalty fees.  The market value of 
any cash or assets returned will be recorded as a gain on sale of assets in 
the period returned.  Any deficiency which may arise from the sale of the 
assets and shares will be borne by the Holders.

     The Company, with the assistance of its Canadian securities counsel, has 
developed a program for the orderly repayment of trade debt during calendar 
1999 through the issuance and sale in Canada of shares of common stock.  
Approximately 50 creditors accounting for approximately $750,000 of accounts 
and notes payable have agreed to participate in the program.

     The Company, upon completion of its exchange with the Holders and 
initiation of the trade payables program, intends to seek merger and 
acquisition opportunities as well as finance development activities with the 
proceeds from private placements, exercise of warrants, traditional bank debt 
and institutional mezzanine reserves based financing.  No assurance can be 
given that the Company will be successful in these efforts.  

Year 2000 Issues

     The "Year 2000 Problem" arose because many existing computer programs use 
only the last two digits to refer to a year.  Cotton Valley has purchased all 
its computer programs and computers since January 1, 1995, all of which have 
been certified as "Year 2000 Compliant."  Most of Cotton Valley's principal 
suppliers and customers have also certified to Cotton Valley that their 
computer systems are "Year 2000 Compliant."  Therefore, the Company has 
determined that the "Year 2000 Problem" is not likely to have any material 
effect on the Company.
<PAGE>

                      PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

     As of the date of this filing, there are several legal proceedings 
pending against Cotton Valley relating to approximately $150,000 of trade 
accounts payable, the principal amounts of which are included in liabilities 
on the Company's balance sheet.  Claims for interest and legal fees amounting 
to approximately $20,000 have not been recorded.  

Item 5.  Other Information

Safe Harbor Statement under the Private Securities Litigation Reform Act of 
1995:

     Certain statements in this filing, and elsewhere (such as in other 
filings by Cotton Valley with the Commission, press releases, presentations by 
Cotton Valley or its management and oral statements) constitute "forward-
looking statements" within the meaning of the Private Securities Litigation 
Reform Act of 1995.  Such forward-looking statements involve known and unknown 
risks, uncertainties and other factors which may cause the actual results, 
performance or achievements of Cotton Valley to be materially different from 
any future results, performance or achievements expressed or implied by such 
forward-looking statements.  Such factors include, among other things, (i) 
significant variability in Cotton Valley's quarterly revenues and results of 
operations as a result of variations in the Cotton Valley's production in a 
particular quarter while a significant percentage of its operating expenses 
are fixed in advance,  (ii) changes in the prices of oil and gas,  (iii) 
Cotton Valley's ability to obtain capital, (iv) other risk factors commonly 
faced by small oil and gas companies.

Item 6.  Exhibits and Reports on Form 8K

     During the quarter ended March 31, 1999, the Company made no filings on 
Form 8K.
<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.

Dated:  May 21, 1999


                      COTTON VALLEY RESOURCES CORPORATION
                       (Registrant)


                         /s/ Eugene A. Soltero
                         Eugene A. Soltero
                         Chief Executive Officer 



                         /s/ Malcolm Bennett
                         Malcolm Bennett
                         Controller


                                    
<PAGE>



EX-27
Financial Data Schedule