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                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


[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

For the transition period from ____________ to ______________

Commission file number:  33-51630

                      CHIEFTAIN INTERNATIONAL FUNDING CORP.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


             Nevada                                     98-0127391
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)                  

1201 TD Tower, 10088 - 102 Avenue                         T5J 2Z1
Edmonton, Alberta, Canada                          ----------------------
----------------------------------------           (Zip code/Postal code)
(Address of principal executive offices)                    
                   
Registrants' telephone number, including area code:  (780) 425-1950

                                 Not Applicable
--------------------------------------------------------------------------------
      (Former name, former address and former fiscal year, if changed since
                                  last report)

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  [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:


    Title of each Class                Date                   Number Outstanding
---------------------------      --------------               ------------------
Common Shares, no par value      April 15, 1999                     200,000


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                      CHIEFTAIN INTERNATIONAL FUNDING CORP.

                                      INDEX


<TABLE>
<CAPTION>
                                                                                              Page No.
<S>                                                                                           <C>

PART I:  FINANCIAL STATEMENTS


         Item 1.           Financial Statements

         Chieftain International Funding Corp.

         Consolidated Condensed Balance Sheet -
                  March 31, 1999 and December 31, 1998                                           3

         Consolidated Condensed Statement of Income and Retained Earnings -
                           Three months ended March 31, 1999 and 1998                            4

         Consolidated Condensed Statement of Changes in Financial Position -
                  Three months ended March 31, 1999 and 1998                                     5

         Notes to Consolidated Condensed Financial Statements                                    6

         Item 2.           Management's Discussion and Analysis of
                           Financial Condition and Results of Operations                         7

         Signatures                                                                              8
</TABLE>


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CHIEFTAIN INTERNATIONAL FUNDING CORP.

(a subsidiary of Chieftain International (U.S.) Inc.)

BALANCE SHEET

<TABLE>
<CAPTION>
                                                                   MARCH 31         December 31
                                                                     1999               1998
-----------------------------------------------------------------------------------------------
<S>                                                              <C>                <C>        
 (US$)
(unaudited)
ASSETS

Current assets:
    Cash                                                         $    43,120        $   121,495
    Due from affiliated companies                                  4,859,813          4,572,256
                                                                 ------------------------------
                                                                   4,902,933          4,693,751

Investment in preferred shares of Chieftain International
     (U.S.) Inc. at cost                                          78,500,000         78,500,000
                                                                 ------------------------------

                                                                 $83,402,933        $83,193,751
                                                                 ==============================

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Accounts payable and accrued                                $     3,565        $     6,343

Preferred shares issued (Note 2)                                  63,402,903         63,402,903

Common shareholder's equity:
     Share capital
       Authorized
        10,000,000 common shares, par value $0.01 each
       Issued
        200,000 common shares                                          2,000              2,000
     Additional paid in capital                                   14,998,000         14,998,000
     Retained earnings                                             4,996,465          4,784,505
                                                                 ------------------------------
                                                                  19,996,465         19,784,505
                                                                 ------------------------------

                                                                 $83,402,933        $83,193,751
                                                                 ==============================
</TABLE>


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CHIEFTAIN INTERNATIONAL FUNDING CORP.

STATEMENT OF INCOME AND RETAINED EARNINGS

 
   
    
<TABLE>
<CAPTION>
                                                             Three months ended
                                                                  March 31
                                                           1999                1998
--------------------------------------------------------------------------------------
<S>                                                    <C>                 <C>        
(US$)
(unaudited)
Revenue:
     Dividends                                         $ 1,422,813         $ 1,422,813
     Interest                                               46,976              48,805
                                                       -------------------------------

                                                         1,469,789           1,471,618
Expense:
     General and administrative                              8,293             117,608
                                                       -------------------------------

Income before income taxes and
 dividends on preferred shares                           1,461,496           1,354,010
Income tax expense (recovery)  - (Note 3)                   14,000             (24,000)
                                                       -------------------------------

Net income before dividends on preferred shares          1,447,496           1,378,010

Dividends on preferred shares                           (1,235,536)         (1,235,536)
                                                       -------------------------------

Net income applicable to common shares                     211,960             142,474
Retained earnings, beginning of period                   4,784,505           4,016,654
                                                       -------------------------------

Retained earnings, end of period                       $ 4,996,465         $ 4,159,128
                                                       ===============================
</TABLE>


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CHIEFTAIN INTERNATIONAL FUNDING CORP.

STATEMENT OF CHANGES IN FINANCIAL POSITION

<TABLE>
<CAPTION>
Three months ended March 31                            1999              1998
-------------------------------------------------------------------------------
<S>                                                 <C>               <C>      
(US$)
(unaudited)

Operating activities:
     Net income applicable to common shares         $ 211,960         $ 142,474
     Changes in non-cash working capital -
         Current liabilities                           (2,778)           (5,776)
                                                    ---------------------------

                                                      209,182           136,698
Investing activities:
     Advances from (to) affiliated companies         (287,557)           12,329
                                                    ---------------------------

Change in cash                                        (78,375)          149,027

Beginning cash                                        121,495            45,351
                                                    ---------------------------

Ending cash                                         $  43,120         $ 194,378
                                                    ===========================
</TABLE>


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CHIEFTAIN INTERNATIONAL FUNDING CORP.

NOTES TO FINANCIAL STATEMENTS

1.   Basis of Presentation

     In the opinion of Chieftain International Funding Corp. ("Funding Corp."),
     the accompanying unaudited financial statements contain all adjustments
     (consisting of only normal recurring adjustments) necessary to present
     fairly the financial position as at March 31, 1999 and December 31, 1998
     and the results of operations and changes in financial position for the
     three months ended March 31, 1999 and 1998. Certain information and notes
     normally included in Funding Corp.'s financial statements prepared in
     accordance with Canadian generally accepted accounting principles have been
     condensed or omitted pursuant to the rules and regulations of the
     Securities and Exchange Commission. These financial statements should be
     read in conjunction with the financial statements and the notes thereto
     included in Funding Corp's Annual Report on Form 10-K for the year ended
     December 31, 1998.

     Preparation of financial statements in conformity with generally accepted
     accounting principles requires management to make informed judgements and
     estimates. Actual results may differ from those estimates.

     The results of operations and changes in financial position for the three
     month period ended March 31, 1999 are not necessarily indicative of the
     results to be expected for the full year.

2.   Preferred Shares:

     The Articles of Funding Corp. authorize the issuance of a maximum of
     10,000,000 preferred shares with a par value of $1.00 each.

     In 1992, Funding Corp. sold 2,726,700 shares of $1.8125 convertible
     redeemable preferred stock at $25.00 per share through an underwritten
     public offering in the United States. Proceeds of the issuance of preferred
     shares, net of offering costs of $4.7 million, were $63.4 million.

3.   Income taxes:

     Funding Corp. follows the tax allocation method of accounting for the tax
     effect of all timing differences between taxable income and accounting
     income.

     Funding Corp. and its parent file their corporate income tax return on a
     consolidated basis. As a result, the current taxes payable will be offset
     by utilization of the parent company's operating loss.

     The tax benefit relating to loss utilization has been deducted from the
     amount owing by the parent company.


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         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS


Chieftain International Funding Corp., a special purpose subsidiary of Chieftain
International (U.S.) Inc., was formed in 1992 for the primary purpose of
financing the U.S. business operations of its parent.

Analysis of Operating Results - Three months ended March 31, 1999 and 1998

Funding Corp.'s income is derived from dividends on preferred shares and
interest on short-term notes, all of which are issued by its parent company,
Chieftain International (U.S.) Inc.

Dividends received on 3,140,000 redeemable Class B preferred shares amounted to
$1,422,813 for each of the first three months of 1999 and 1998.

Interest earned on short-term notes for the first three months of 1999 was
$46,976, a 4% decrease from the amount earned in the comparable 1998 period.
Such decrease resulted from a 15% decrease in average investment yield and a 12%
increase in the average amount invested compared to the 1998 first three months.
Future dividend income is expected to remain constant while interest income
should increase, subject to rate fluctuations, reflecting increases in
short-term investment amounts.

General and administrative expenses decreased significantly due to non-recurring
professional fees incurred in the first quarter of 1998 in respect of regulatory
matters.

Income taxes are calculated on interest income less general and administrative
costs. Dividends received from the parent are tax exempt.

Capital Resources and Liquidity

Funding Corp. is dependent upon the dividend income from its investment in
preferred shares of its parent company to provide funds for payment of dividends
on its publicly-held preferred shares.

Funds provided from operations increased to $209,182 for the first three months
of 1999 compared with $136,698 for the 1998 comparable period. Funds not
required for current working capital were invested in short-term notes issued
and payable by the parent company.

Cash balances at March 31, 1999 and 1998 were $43,120 and $194,378,
respectively.

Year 2000 Disclosure

All internal computer related services are performed by Chieftain International,
Inc., the ultimate parent of the Company, which has informed us that it is
confident that such services should continue to be provided after Year 2000
subject to further assurances sought from third parties. The Company's
assessment of third parties' readiness is in process and expected to be complete
by June 30, 1999. The Company is confident that any Year 2000 related computer
problems are not likely to result in any material loss of revenue. Related costs
are not expected to be material.


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                                                                     Page 8 of 8

Information Regarding Forward Looking Financial Statements

This 10-Q contains forward-looking statements that are subject to risk factors
associated with the company's business. The Company believes that the
expectations reflected in these statements are reasonable, but may be affected
by a variety of variables affecting the company's business.


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.

Chieftain International Funding Corp.
-------------------------------------
             (Registrant)





/s/ E. L. Hahn                                       
--------------------------------------------
Senior Vice President, Finance and Treasurer
(Principal Financial Officer)

Dated:  April 15, 1999