FORM 10-Q

                 SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C. 20549

                              (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

            For the transition period from ____________ to ____________

                       Commission file number 0-20760

                           GREKA Energy Corporation
           (Exact name of registrant as specified in its charter)

          Colorado                                            84-1091986
  (State or other jurisdiction                             (I.R.S. Employer
of incorporation of organization)                          Identification No.)

               630 Fifth Avenue, Suite 1501, New York, NY 10111
                   (Address of principal executive office)

                               (212) 218-4680
               (Registrant's telephone number, including area code)

                               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

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                 PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.  Yes  X  No

                  APPLICABLE ONLY TO CORPORATE ISSUERS

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

As of May 19, 1999, GREKA Energy had 4,352,589 shares of common stock, no par
value per share, outstanding.

Explanatory Note:

     For the fiscal periods through December 31, 1998, GREKA Energy
Corporation filed its periodic reports with the SEC under the disclosure
requirements of SEC Regulation S-B, which applies to "small business issuers."
Effective March 24, 1999, GREKA Energy completed its acquisition of Saba
Petroleum Company, which prior to the acquisition was an SEC reporting company
subject to the disclosure requirements of SEC Regulations S-K and S-X.  As a
result of the acquisition, beginning with this Quarterly Report on Form 10-Q
for the quarter ended March 31, 1999, GREKA Energy will file its SEC reports
under Regulations S-K and S-X.

                             TABLE OF CONTENTS
                                                                     Page

PART I - FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . .   1

Item 1.  Financial Statements. . . . . . . . . . . . . . . . . . . .   1

   Condensed Consolidated Balance Sheets as of March 31, 1999
     (Unaudited) and December 31, 1998 . . . . . . . .  . . . . . . .  1
   Condensed Consolidated Statements of Operations for the Three
      Month Periods Ended March 31, 1999 and 1998 (Unaudited) . . . .  3
   Condensed Consolidated Statements of Cash Flows for the Three
      Month Periods Ended March 31, 1999 and 1998 (Unaudited) . . . .  4
   Notes to Condensed Consolidated Financial Statements (Unaudited) .  5

Item 2.  Management's Discussion and Analysis of Financial
   Condition and Results of Operation. . . . . . . . . . . . . . . .  20

Item 3.  Quantitative and Qualitative Disclosures About Market Risk. .

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

Item 1.  Legal Proceedings. . . . . . . . . . . . . . . . . . . . .  .

Item 2.  Changes in Securities and Use of Proceeds. . . . . . . . .  .

Item 3.  Defaults Upon Senior Securities. . . . . . . . . . . . . .  .

Item 4.  Submission of Matters to a Vote of Security Holders. . . .  .

Item 5.  Other Information. . . . . . . . . . . . . . . . . . . . .  .

Item 6.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . .

SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  .



                       PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

                 GREKA ENERGY CORPORATION AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS


                                 ASSETS


<TABLE>
                                             March 31,         December 31,
                                                 1999                 1998
                                             (Unaudited)
<S>                                     <C>                   <C>
Current Assets
     Cash and cash equivalents              $1,015,325           $250,212
     Accounts receivable, net of
      allowance for doubtful accounts
      of $158,535 (1999) and $74,000 (1998)  4,691,943            171,595
     Other current assets                    2,553,184               -
                                            ______________       ___________

            Total Current Assets             8,260,452            421,807
                                            ______________       ___________

Property and Equipment
     Investment in limestone property,
      at cost                                3,500,000          3,500,000
     Oil and gas properties (full
      cost method)                          32,886,485          3,445,816
     Land, plant and equipment              42,749,818          1,561,475
                                            _____________      ____________
                                            79,136,303          8,507,291
     Less accumulated depletion,
      depreciation and impairment           (4,280,631)        (4,081,340)
                                           ______________      ____________

            Total Property and Equipment    74,855,672          4,425,951
                                           _______________     ____________

Other Assets
     Investment in Saba Petroleum Company        -             15,804,110
     Other                                   1,608,413            154,937
                                           ______________      ____________

            Total Other Assets               1,608,413         15,959,047
                                           ______________      ____________

                                           $84,724,537        $20,806,805
                                           ===============    =============

</TABLE>

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


                   GREKA ENERGY CORPORATION AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS


                    LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
                                            March 31,         December 31,
                                                1999                 1998
                                           (Unaudited)
Current Liabilities
   <S>                                   <C>                  <C>
     Accounts payable and accrued
      liabilities                          $14,008,637          $236,323
     Income taxes payable                    1,729,095              -
     Current portion of long-term debt      30,499,611         2,013,338
                                          ______________     ______________

            Total Current Liabilities       46,237,343         2,249,661
                                          _______________    ______________

Long-term Debt, net of current portion       2,536,178            52,634

Other Liabilities                              487,480              -
Minority Interest in Consolidated Subsidiary   583,568
-

Preferred Stock of Subsidiary                7,196,956              -

Commitments and contingencies

Stockholders' Equity
     Common Stock, no par value, authorized
      50,000,000 shares; issued and
      outstanding 4,200,988 (1999) and
      2,910,988 (1998) shares               36,055,019        25,735,019
     Accumulated deficit                    (8,372,007)       (7,230,509)
                                          _____________      ______________

            Total Stockholders' Equity      27,683,012        18,504,510
                                          ______________     ______________

                                           $84,724,537       $20,806,805
                                          ==============     ==============

</TABLE>

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

                  GREKA ENERGY CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
           FOR THE THREE MONTH PERIODS ENDED MARCH 31, 1999 AND 1998

<TABLE>
                                              1999               1998
<S>                                        <C>                <C>
Revenues
     Oil and gas sales                       $282,888           $34,689
     Other                                     70,214              -
                                            _____________      ___________

            Total Revenues                    353,102            34,689
                                            ______________     ___________

Expenses
     Production costs                         212,985            34,172
     General and administrative               424,736           354,547
     Depletion, depreciation and
      amortization                            218,375            38,868
                                             ____________      ___________

            Total Expenses                    856,096           427,587
                                             _____________     ____________
Operating  Loss                              (502,994)         (392,898)
                                             _____________     ____________

Other Income (Expense)
     Equity in pre-merger loss of Saba       (553,483)             -
     Other                                     26,317            34,594
     Interest expense                        (103,420)             -
                                             ______________    _____________

            Other Income (Expense), Net      (630,586)           34,594
                                             ______________    _____________

            Loss Before Income Taxes       (1,133,580)         (358,304)

Minority Interest in Loss (Earnings)
 of Consolidated Subsidiary                     1,038              -
                                             _______________    ____________

            Net  Loss                     $(1,132,542)        $(358,304)
                                            ================    ============

Net (Loss) Earnings per Common Share
     Basic and Diluted                        $ (0.38)          $ (0.23)

Weighted Average Common Shares Outstanding
     Basic and Diluted                      3,025,655         1,558,843

</TABLE>

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


                    GREKA ENERGY CORPORATION AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE THREE MONTH PERIODS ENDED MARCH 31, 1999 AND 1998

<TABLE>
                                                 1999            1998
<S>                                     <C>                 <C>
Cash Flows from Operating Activities
     Net loss                             $(1,132,542)       $(358,304)
     Adjustments to reconcile net loss to
      net cash used in operating activities:

       Depletion, depreciation and
        amortization                          218,375           38,868
       Equity in pre-merger loss of Saba      553,483             -
       Minority interest in (losses) of
        consolidated subsidiary                (1,038)            -
       Changes in:

       Accounts receivable                   (181,034)          1,307
       Other assets                          (349,054)            -
       Accounts payable and accrued
        liabilities                           404,522        (743,233)
                                          _____________     _____________

            Net Cash Used In Operating
             Activities                      (487,288)     (1,061,362)

Cash Flows from Investing Activities

     Expenditures for property and equipment   (1,146)       (412,035)
     Expenditures for acquisition of Saba,
      Net of cash acquired                    260,318            -
                                             ____________    ____________
      Net Cash Provided by (Used In)
       Investing Activities                   259,172        (412,035)
                                             ____________    _____________

Cash Flows from Financing Activities

     Proceeds from notes payable and
      long-term debt                        1,000,000            -
     Principal payments on notes
      payable and long-term debt               (6,771)       (23,934)
     Net proceeds from issuance of common
      stock                                      -            84,446
                                           ______________   ____________
     Net Cash Provided by Financing
      Activities                              993,229         60,512
                                           ______________   ____________
Net Increase (Decrease) in Cash and
 Cash Equivalents                             765,113     (1,412,885)
Cash and Cash Equivalents at Beginning
 of Period                                    250,212      3,932,647
                                           _______________  ____________
Cash and Cash Equivalents at End
 of Period                                 $1,015,325     $2,519,762
                                           ================ ============
</TABLE>

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


                GREKA ENERGY CORPORATION AND SUBSIDIARIES
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
         POLICIES

General

The accompanying unaudited condensed consolidated financial statements have
been prepared on a basis consistent with the accounting principles and
policies reflected in the financial statements for the year ended December 31,
1998, and should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's 1998 Form 10-KSB/A.  In
the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments (which, except as otherwise
disclosed herein, consist of normal recurring accruals only) necessary to
present fairly the Company's consolidated financial position as of March 31,
1999, and the consolidated results of operations for the three month periods
ended March 31, 1999 and 1998, and the consolidated cash flows for the three
month periods ended March 31, 1999 and 1998.

Acquisition of Saba Petroleum Company

On October 8, 1998, the Company disclosed that it had acquired over five
percent of the outstanding common stock of Saba Petroleum Company ("Saba"),
with the intent to gain control of Saba.

In December, 1998, the Boards of Directors of both companies approved Greka's
proposal to merge with Saba. Under the merger agreement, Saba's stockholders
would receive one share of the Company's Common Stock for each six shares of
Saba's common stock outstanding.

In addition to the shares owned directly by the Company, 568,200 Saba shares
were owned by IPH, a Company shareholder.  Such shares were subject to a call
agreement by the Company at an exercise price equal to120% of the cost of such
shares to IPH, payable in cash or common shares of the Company.  IPH had a put
agreement that became effective April 1, 1999, and was exercised on such date.
The Company has authorized the issuance of 140,886 shares to IPH in exchange
for the shares of Saba owned directly by IPH.

During 1998, Greka acquired for cash and Greka Common Stock approximately 3.4
million common and 690 preferred shares of Saba Petroleum Company at a total
cost of approximately $16.4 million.  The acquisitions resulted in Greka
owning 29.9% of the total outstanding common shares of Saba.  This investment
was accounted for under the equity method through March 24, 1999.   Effective
March 24, 1999, the Company, through a wholly owned subsidiary, merged with
Saba in a transaction accounted for as a purchase with an additional cost of
approximately $10.5 million based upon the issuance of 1,290,000 shares of
GREKA Common Stock ($10.3 million) and other expenditures ($0.2 million).  The
results of operations for Saba are included in the Company's consolidated
results of operations as of the acquisition date.  During 1998 and through
March 24, 1999, the Company recorded cumulative equity losses from Saba of
approximately $1.1 million.

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
         POLICIES (Continued)

Saba's principal assets are an asphalt refinery, proved oil and gas reserves
of 20,990 MBOE with estimated future net revenues, discounted at 10% of $34.3
million (using prices as of April 1, 1999), unproven oil and gas properties
and various real estate holdings in California.

The Company's net acquisition cost of $25.8 million was allocated to the fair
value of each of Saba's assets and liabilities at the date of acquisition.
The amounts listed below represent 100% of the estimated fair value of Saba's
assets and liabilities,  the excess of estimated net fair value over
acquisition cost ("Excess") and the net acquisition cost recorded by the
Company as of March 24, 1999 (dollars in thousands):

<TABLE>
                                   Estimated     Allocation     Acquisition
                                  fair value     of Excess        cost
    <S>                           <C>           <C>             <C>
     Refinery                      $41,000        $(9,881)       $31,119
     Oil and Gas Properties         38,793         (9,348)        29,445
     Land                           12,015         (2,897)         9,118
     Other Assets                    9,406                         9,406
     Liabilities and minority
      interest                     (46,145)                      (46,145)
     Preferred Stock                (7,188)                       (7,188)
                                  ____________    ___________    ___________
     Totals                        $47,881       $(22,126)       $25,755
                                  ============    ============   ===========
</TABLE>

The purchase price allocation is preliminary and will be revised, if
necessary, in 1999.

Following are unaudited proforma revenue, net loss and loss per share data of
the Company for the three month periods ended March 31, 1999 and 1998, giving
effect to the acquisition of Saba, as if such acquisition had occurred at the
beginning of 1998.  The unaudited pro forma financial data do not purport to
be indicative of the financial position or results of operations that would
actually have occurred if the acquisition had occurred as presented or that
may be obtained in the future (in thousands, except per share amounts).

                                              1999          1998

      Revenue                               $ 4,016       $ 6,508

      Net loss                             $ (2,706)     $ (1,647)

      Loss per common share                 $ (0.64)      $ (0.39)

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
         POLICIES (Continued)

Management's Plans
The Company's financial statements have been prepared on a going-concern basis
which contemplates the realization of assets and the settlement of liabilities
and commitments in the normal course of business.

During 1998, due to decreased prices for natural gas and crude oil in all
locations in which the Company does business, the Company incurred significant
losses, due primarily to reduced production and related oil and gas sales and
a $3.2 million non-cash ceiling writedown of its oil and gas assets without
any reduction for tax benefits.  As a result of these factors, the reported
net loss was $5.5 million, or $3.42 per share.  The Company had also not made
payments on two loans from one of its primary stockholders, but had received
extensions in the due dates for repayments to May 31, 1999.  In addition, the
Company made a substantial investment in, and subsequently merged with, Saba
in March 1999.  At March 31, 1999, Saba was not in compliance with certain
requirements, restrictions and other covenants in its 9% senior subordinated
debentures ($3.6 million), its revolving ($15.6 million) and term ($4.5
million) bank loan agreements, its loan from the operator of properties owned
by the Company in Colombia ($4.2 million) and its Preferred Stock (with a
stated value of $7.2 million).  As a consequence, it cannot borrow under its
revolving bank loan agreement.  Saba also received a notice of default from
the Colombian tax authorities for the payment of income taxes for 1997 and
1998. Due to the Company and Saba not being in compliance with the above
mentioned requirements, restrictions and other covenants, combined with other
normal maturities of long term debt, approximately $2.0 and $28.8 million, of
such long term debt was classified as currently payable by the Company and
Saba, respectively, and as a result, the Company and Saba had working capital
deficiencies of approximately $1.8 million and $35.4 million, respectively, at
December 31, 1998. The independent public accountants for the Company and Saba
issued modified reports at December 31, 1998,  with respect to the ability of
the Company and Saba to each continue as a going concern.  During the first
quarter of 1999, operating losses continued, and a net loss of approximately
$1.1 million was incurred.  At March 31, 1999, the Company's working capital
deficit was approximately $38.0 million.

The entire working capital deficit of Saba that existed at March 24, 1999 on
the effective date of the merger was inherited by the Company. The Company has
entered into, and concluded, material transactions that conform to the
Company's strategy to capitalize on its asset base; including the following
events:

     * The Company's assumed full operation at May 1, 1999 of its asphalt
       refinery in California which is expected to significantly increase
       operating cash flows (See Note 8 - Subsequent Events),
     * The Company acquired financing with new bank, BNY Financial
       Corporation, of up to $11.0 million (See Note 8 - Subsequent Events),
     * The payment of $6.0 million to Bank One, Texas to reduce existing debt
       owed by Saba (See Note 8 - Subsequent Events),

     * The Company entered into a term sheet providing for restructure of
       Saba's Preferred Stock (See Note 5 - Preferred Stock of Subsidiary),
     * The Company is in negotiations to restructure the terms of Saba's 9%
       senior subordinated debentures (See Note 4 - Notes Payable and Long-
       Term Debt),
     * The Company entered into agreements for the sale of non-core assets of
       the Company, including its oil and gas assets in Colombia and mid-
       continent (U.S.) and its non-producing limestone property (See Note 2
       - Sale of Assets).

Other than the subsequent events mentioned above that have closed, the
remaining transactions are in various stages of completion, and management
believes that they will all be completed by June 30, 1999.  Management
believes that the completion of the refinancing and sale transactions
discussed above will remove any

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
         POLICIES (Continued)

uncertainty as to its ability to continue as a going concern.  Additionally,
in view of the significant changes to result from the events described above,
management believes that the financial condition, results of operations and
cash flows of the Company reported herein are not indicative of the expected
future financial condition, results of operations and cash flows of the
Company, and comparisons of the Company's results of operations and cash flows
for the quarters ended March 31, 1999 and 1998 are not considered by
management to be either relevant or representative of the Company's long-term
potential. The accompanying financial statements do not include any
adjustments relating to the recoverability and classification of the asset
carrying amounts or the amounts and classifications of liabilities that might
result should the Company be unable to continue as a going concern.  See
Management's Discussion and Analysis of Financial Condition and  Results of
Operations   Liquidity and Capital Resources.

Oil and Gas Property

The Company periodically reviews the carrying value of its oil and gas
properties in accordance with requirements of the full cost method of
accounting. Under these rules, capitalized costs of oil and gas properties may
not exceed the present value of estimated future net revenues from proved
reserves, discounted at 10%, plus the lower of cost or fair market value of
unproved properties ("ceiling"). Application of this ceiling test generally
requires pricing future revenue at the prices in effect as of the end of each
reporting period and requires a writedown for accounting purposes if the

ceiling is exceeded.

New Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." This statement
broadens the definition of a derivative instrument and establishes accounting
and reporting standards requiring that every derivative instrument be recorded
in the balance sheet as either an asset or liability measured at its fair
market value. Derivatives that are not hedges must be adjusted to fair value
currently in earnings. If a derivative is a hedge, depending on the nature of
the hedge, special accounting allows changes in fair value of the derivative
to be either offset against the change in fair value of the hedged asset or
liability in the income statement or to be recognized as comprehensive income
(a component of stockholders' equity) until the hedged item is recognized in
earnings. The Company must formally document, designate and assess the
effectiveness of transactions that receive hedge accounting. The ineffective
portion of a derivative's change in fair value will be immediately recognized
in earnings.

The Company adopted SFAS 133 in fiscal year 1999, but since it does not use
derivatives currently, there was no impact resulting from such adoption.

NOTE 2  SALE OF ASSETS

On March 30, 1999, it was announced that Sabacol, Inc. ("Sabacol"), a wholly-
owned subsidiary of the Company, had entered into an agreement to sell
substantially all of its assets in exchange for consideration of at least
$10.0 million consisting of cash, interests in oil and gas producing
properties in California, and full release of the related debts. The agreement
provides that if the excess of the value of Sabacol oil and gas reserves over
the value of the Omimex reserves acquired by Sabacol is greater as of January
1, 2000 than it was as of January 1, 1999, Sabacol will be entitled to
additional consideration.  If the increased value is $5 million or less, by
March 31, 2000 Omimex will pay such amount to Sabacol in cash or, upon non-
payment reassign to Sabacol the 50% interest in the Velasquez-Galan pipeline
in Colombia to be sold by Sabacol to Omimex .  If the increase is greater than
$5 million, Sabacol will have the option through May 31, 2000 of repurchasing
for approximately $12 million the assets sold to Omimex and reassigning to
Omimex

NOTE 2  SALE OF ASSETS(continued)

the California assets to be purchased from Omimex.  If this option is not
exercised, Omimex will be obligated to pay Sabacol $5 million in cash or, upon
non-payment reassign to Sabacol the Velasquez-Galan pipeline.

On April 26, 1999, following the Company's motion, it was announced that
Sabacol had successfully obtained the Bankruptcy Court's approval of the sales
transaction and the authorized dismissal of its bankruptcy case, upon
consummation of the sale.

In April 1999, a wholly-owned subsidiary of the Company entered into an
agreement to sell producing oil and gas properties located principally in
Louisiana, New Mexico, Texas and Wyoming at a contract price of $12.5 million.
Closing of the sale is anticipated to take place in June 1999, with the net
proceeds of such sale to be used to reduce bank indebtedness and provide
working capital.

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

In April 1999, the Company entered into an agreement with Pembrooke Calox,
Inc. for the sale of the Company's interests in a 355-acre limestone property
located in Indiana in exchange for a non-recourse promissory note, secured by
the limestone property, in the principal amount of $5.7 million due November
1, 1999. In the event that $3.85 million is paid by July 31, 1999, the
purchase price shall be reduced to $4.65 million and the $800,000 balance
shall be an unsecured obligation to the Company due in four annual installment
payments of $200,000 each beginning March 31, 2001.  As part of this sales
transaction, the Company paid Pembrooke $50,000 and issued 16,736 shares of
Common Stock.

NOTE 3 - STATEMENT OF CASH FLOWS

Following is certain supplemental information regarding cash flows for the
three month periods ended March 31, 1999 and 1998:

                                            1999               1998
          Interest paid                   $ 56,953          $    -
          Income taxes paid               $  4,035          $    -

Non-cash investing and financing transactions are as follows:

The dividend obligation on Saba's Preferred Stock for the period March 24 to
31, 1999, that was due and payable on March 31, 1999, of $9,000 was accrued by
increasing that issue's Conversion Amount.

In March 1999, the Company issued 1,290,000 shares of Common Stock at a cost
of $10.3 million  to acquire 7.7 million shares of common stock of Saba
Petroleum Company (See Note 1   Acquisition of Saba Petroleum Company).

NOTE 4 - NOTES PAYABLE AND LONG-TERM DEBT

Notes payable and long-term debt consist of the following at March 31, 1999:

     Saba 9% senior subordinated Debentures
      due 2005 (a)                           $3,289,000
     Loan agreement   Bank One (b)           20,101,769
     Demand loan agreement with a bank (c)    1,285,875
     Capital lease obligations (d)              443,148
     Promissory note (e)                        345,290
     Term loan with a bank (f)                  360,218

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

     Promissory note   Omimex (g)             4,151,288
     Notes payable (h)                        2,000,000
     15% convertible senior subordinated
      Debenture due 2001 (i)                  1,000,000
     Other                                       59,201
                                            _______________
                                             33,035,789
     Less current portion                    30,499,611
                                            _______________
                                             $2,536,178

As discussed in Note 1, the Company completed the acquisition of Saba on March
24, 1999.  The following notes discuss the debt obligations outstanding as of
March 31, 1999.  With respect to certain of these instruments, the Company is
in the process of renegotiating the terms and conditions of the obligations
(See Note 8   Subsequent Events).

(a) In December 1995, and February 1996,  Saba issued a total of $12.65
million of 9% convertible senior subordinated debentures ("Debentures") due
December 15, 2005. The Debentures were convertible into common stock of Saba,
at the option of the holders of the Debentures, at any time prior to maturity
at a conversion price of $4.38 per share, subject to adjustment in certain
events.

Debentures in the amount of $9,075,000 were converted into 2,074,213 shares of
Saba's common stock prior to the acquistion of Saba by the Company on March
24, 1999.

The Company is currently in discussions with the majority holder of the
outstanding Debentures to amend the terms of the obligation.

Saba is not in compliance with certain of the Debentures' restrictions and
covenants,  and accordingly, such debt is classified as currently payable at
March 31, 1999.

(b) Amounts outstanding under the loan agreement with Bank One, Texas
aggregate $20.1 million at March 31, 1999.  A portion of the indebtedness
($15.6 million) was advanced under a reducing, revolving borrowing base loan.
The balance of the indebtedness ($4.5 million) consists of term loans that
matured on July 31, 1998, and were not paid nor extended.

NOTE 4 - NOTES PAYABLE AND LONG-TERM DEBT(continued)

In February 1999, Bank One, Texas notified Saba that as a result of continuing
defaults under Saba's principal credit facilities with Bank One the entire
amount of $20.1 million then outstanding under the facilities was accelerated
and declared immediately due and payable (See Note 8   Subsequent Events).
The Company and Bank One are in discussions to address such non-compliance.
Based on the events described above, the entire principal indebtedness to the
bank ($20.1 million) has been classified as currently payable at March 31,
1999.

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

(c) The Company's Canadian subsidiary has a demand revolving reducing loan
with a borrowing base of $1.3 million. Interest is payable at variable rate
equal to the Canadian prime rate plus 0.75% per annum (7.5% at March 31,
1999). The loan is collateralized by the subsidiary's oil and gas producing
properties, and a first and fixed floating charge debenture in the principal
amount of $3.6 million over all assets of the company. The borrowing base
reduces at the rate of $33,100 per month. In accordance with the terms of the
loan agreement, $397,700 of the total loan balance of $1.3 million is
classified as currently payable at March 31, 1999. Although the bank can
demand payment in full of the loan at any time, it has provided a written
commitment not to do so except in the event of default.  Management believes
that there has not been an event of default under this agreement.

(d) A subsidiary of the Company leases certain equipment under agreements that
are classified as capital leases. Lease payments vary from three to five
years. The effective interest rate on the total amount of capitalized leases
at March 31, 1999, was 8.21%.

(e) The promissory note ($345,290) is due to the seller of an oil and gas
property, which was acquired by Saba in December 1997. The note bears interest
at the rate of 13.5%, and is classified as a current liability.

 (f) The term loan with a bank ($360,218) is due to the seller of a fee
interest in property in which the Company owns mineral interests. The note
bears interest at the prime rate plus 1% (8.75% at March 31, 1999), is
scheduled for repayment in monthly installments to a maturity date of February
2001, and is collateralized by the fee interest acquired by the Company.

(g) In June 1998, Saba borrowed $4.2 million from Omimex Resources, Inc.
(Omimex), of which $2.0 million was paid to Bank One, Texas to reduce
indebtedness under one of Saba's short-term loans, and the balance was used
for a partial redemption of Saba's Preferred Stock in the face amount of $2.0
million, plus accrued dividends. Interest is payable at the prime rate (7.75%
at March 31, 1999) plus 3%. The loan is collateralized by Sabacol's 50%
interest in the Velasquez-Galan pipeline in Colombia. The loan was due to be
repaid no later than December 14, 1998. On December 11, 1998, Sabacol filed a
voluntary petition under Chapter 11 of the United States Bankruptcy Code in
the Central District of California. Sabacol filed the bankruptcy petition to
protect its asset base and to provide adequate time to develop a
reorganization plan (See Note 2   Sale of Assets and Note 8   Subsequent
Events).

(h) In October 1998 and November 1998, the Company borrowed $500,000 and
$1,500,000, respectively, from International Publishing Holding, S. A., a
significant shareholder of the Company.  The initial borrowing does not bear
interest; the second note bears interest at the rate of  6%, and is
collateralized by all of the issued and outstanding shares of capital stock of
HVI Cat Canyon Inc., a wholly owned subsidiary of the Company. Both loans
mature for payment on May 31, 1999.

NOTE 4 - NOTES PAYABLE AND LONG-TERM DEBT (Continued)

(i) In February, 1999, the Company issued $1,000,000 of 15% convertible senior
subordinated debentures due February 1, 2001.  The debentures are secured by
the Company's limestone deposits to the extent of the outstanding debenture
balance.  The debentures are convertible into Common Stock of the Company, at
the option of the holders of the debentures, at any time from August 1, 1999,
to January 31, 2000, at a conversion price of $15.00 per share, and at any
time from February 1, 2000, until January 31, 2001, at a conversion price of
$20.00.  Interest will accrue on the debentures to the maturity date.  The
Company may call the entire amount outstanding, or a portion thereof, at any
time during the term of the debenture by paying the principal amount owing
plus any accrued interest.  The principal use of proceeds from the sale of the
debentures was to provide working capital.

NOTE 5 -  PREFERRED STOCK OF SUBSIDIARY

In December 1997, Saba sold 10,000 shares of Series A 6% Convertible Preferred
Stock for $10.0 million to RGC International Investor LDC. ("RGC").  Since
that date, a portion of the issued shares had either been redeemed or
converted, including 150 shares of Preferred Stock converted into 305,868
shares of Saba common stock in January 1999, such that at March 31, 1999,
there remained 7,160 shares of preferred stock outstanding.

On March 15, 1999, the Company and RGC entered into a term sheet that provided
for the conversion of the preferred stock to a subordinated convertible note
obligation of the Company.  Negotiations relating to the final documentation
of the agreement are ongoing.

NOTE 6 - BUSINESS SEGMENTS

Effective January 1, 1998, the Company adopted the provisions of SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information."  The
Company considers that its operations are principally in three industry
segments:  Central Coast of California production and asphalt refining
("Integrated Operations"), exploration and production ("E & P")   domestic and
exploration and production ("E & P")   international.

Earnings of industry segments exclude interest expense on corporate borrowings
and unallocated corporate expenses.

Foreign income and other taxes and certain state taxes are included in segment
earnings on the basis of operating results.

Identifiable assets are those assets used in the operations of the segments.
Corporate assets consist of cash, short-term investments, certain corporate
receivables, and other assets.

NOTE 6 - BUSINESS SEGMENTS (continued)

A summary of the Company's operations by segments for the three month periods
ended March 31, 1999 and 1998, is as follows (dollars in thousands):

<TABLE>
                       Integrated    E & P     E & P       Corporate
1999:                  Operations  domestic international  and other   Total
<S>                    <C>          <C>      <C>          <C>         <C>
Total revenues          $156          $54      $143         $  -       $353
Production costs          89           36        88            -        213
Other expenses            18            7        27           373       425
Depreciation,
 depletion and
 Amortization            121           41        32            24       218
                         ____        ____       _____         ____     _____
Results of operations
 from segment
 activities            $ (72)       $ (30)     $ (4)
                       =======     =========   ========

Interest and
Other expenses (net)                                          631       631
                                                             _____     ____
Net loss                                                  $(1,028)  $(1,134)
                                                           ======= =========
Identifiable assets at
March  31, 1999      $49,852      $10,465   $18,711       $ 5,697   $84,725
                     ========     ======== ========      ========= =========

Note: Total revenues reflect only 7 days of Saba financials on a consolidated
basis from the effective date of the merger, March 24, 1999 to March 31, 1999.

                       Integrated    E & P     E & P       Corporate
1998:                  Operations  domestic international  and other   Total

Total revenues           $35                                            35
Production costs          34                                            34
Other operating expenses                                     355       355
Depreciation, depletion
 and Amortization         39                                            39
Results of operations from
 segment activities     $(38)
                      =======
Interest and
Other income (net)                                           (35)      (35)
                                                           _______    ______
Net loss                                                  $ (320)   $ (358)
                                                          ========   =======

</TABLE>

Total assets at March 31, 1999, increased by approximately $63.9 million from
the amount reported at December 31, 1998, due to the merger by the Company
with Saba Petroleum Company, that became effective on March 24, 1999.

NOTE 6 - BUSINESS SEGMENTS (continued)

In view of the significant changes to the Company during 1998 and the
acquisition of Saba completed in March 1999, and the changes to result from
the sale of certain assets (See Note 2   Sale of Assets), the change in
refinery operations (See Note 8   Subsequent Events), and debt restructuring
(See Note 8   Subsequent Events), management believes that the financial
condition, results of operations and cash flows of the Company reported herein
are not indicative of the expected future financial condition, results of
operations and cash flows of the Company, and comparisons of the Company's
results of operations and cash flows for the quarters ended March 31, 1999 and
1998 are not considered by management to be either relevant or representative
of the Company's long-term potential.

NOTE 7 - CONTINGENCIES

Sabacol plans to sell all of its Colombian properties and relieve itself of
any environmental liabilities associated with those properties.  However, if
that sale is not consummated, Sabacol may be affected by environmental risks
associated with one of its Colombian properties.  Sabacol's Cocorna Concession
in Colombia located in the Cocorna Association expired in February 1997 under
its governing documents, and the property interest reverted to Ecopetrol.
Under the terms of the acquisition of the Concession, Sabacol was required to
perform various environmental remedial operations.  Colombian officials claim
that Sabacol and the operator were obligated to treat the water for disposal
on the Concession with a water treatment plant.  Colombian officials are
requiring that the plant be built. There can be no assurance as to the amount
of  future expenditures associated with the environmental requirements for the
Cocorna Concession.  The property in Colombia in which Sabacol has an interest
may be affected by additional environmental remedial operations as reported to
Sabacol by a third party who had performed a due diligence review of the
property.

In 1993, Saba acquired a producing mineral interest in California from a major
oil company.  At the time of acquisition, Saba's investigation revealed that a
discharge of diluent, a light, oil-based fluid which is often mixed with
heavier grades of crude had occurred on the acquired property.  The purchase
agreement  required the seller to remediate the area of the diluent spill.
After Saba assumed operation of the property, it became aware of additional
diluent contamination and believes the major oil company is responsible to
remediate these areas as well. Saba has notified the seller of its obligation
to remediate. The Company expects the engagement on ongoing discussions with
the seller in order that the seller comply with the required remediation.

In 1995, Saba agreed to acquire an oil and gas interest in California on which
a number of out of production oil wells had been drilled by the seller.  The
acquisition agreement required that Saba assume the  obligation to abandon any
wells that Saba did not return to production, irrespective of whether certain
consents of third parties necessary to transfer the property to Saba were
obtained.

NOTE 7 - CONTINGENCIES(Continued)

Management believes Saba has no obligation to remediate this property because
it believes the seller did not give Saba any consideration to enter into the
contract for the property.  The Company anticipates ongoing discussions with
the seller in order that the seller comply with the required obligations of
the property.

The Company owns an asphalt refinery in Santa Maria, California, with which
significant environmental remediation obligations are associated. The party
who sold the asphalt refinery to Saba perform all environmental obligations
that arose during and as a result of its operations of the refinery prior to
the acquisition by Saba. The extent of such remediation is ongoing.

The Company, as is customary in the industry, is required to plug and abandon
wells and remediate facility sites on its properties after production
operations are completed. The cost of such operation will be significant and
will occur, from time to time, as properties are abandoned.

There can be no assurance that material costs for remediation or other
environmental compliance will not be incurred in the future. The occurrence of
such environmental compliance costs could be materially adverse to the
Company. No assurance can be given that the costs of closure of any of the
Company's other oil and gas properties would not have a material adverse
effect on the Company.

NOTE 8 - SUBSEQUENT EVENTS

Asphalt Refining Operations

In May 1999, the Company assumed all marketing and distribution operations at
its refinery in Santa Maria, California that were previously performed by
Crown Energy under a processing agreement terminated by the Company.  Under
the terms of this agreement, each party had been receiving approximately fifty
percent of the net income from the refinery.  During 1998, the refinery
processed on average 3,850 barrels per day of throughput and generated net
income of approximately $4.7 million. During the term of the processing
agreement with Crown Energy, Saba had only recognized and reported its fifty
percent share of the profits from the refinery operations. Management
estimates that refinery revenues in 1998 were approximately $22 million.
Following the processing agreement's termination, the Company expects to
recognize and report refinery revenues at a similar level, as well as
increased operating cash flows, as a result of assuming such operations.

In April 1999, the Company's wholly-owned subsidiaries, Greka Integrated,
Inc., Santa Maria Refining Company, and Saba Realty, Inc., procured a loan
from BNY Financial Corporation that provides funds of up to $11 million under
two credit facilities. A term loan in the amount of $6,000,000 was funded upon
closing, the proceeds of which were used to reduce the indebtedness owed by
Saba to Bank One. In addition, a revolving credit facility provides advances
for working capital of up to $5,000,000 against eligible receivables and
inventory of the Santa Maria asphalt refinery. It is intended that a portion
of this working capital will be applied to the Company's expenditures incurred
in assuming the marketing and sale of refined products at the asphalt refinery
following termination of the processing agreement with Crown Energy. The loans
are secured by Santa Maria refining Company, and the common stock certificates
of Santa Maria Refining Company and Saba Realty, Inc.

Bank One Indebtedness

In February 1999, Bank One, Texas notified Saba that as a result of continuing
defaults under Saba's principal credit facilities with Bank One the entire
amount of $20.1 million then outstanding under the facilities was accelerated
and declared immediately due and payable. The Company and Bank One are in
discussions to address such non-compliance.  In May 1999, the Company used $6
million from a new credit facility with Bank of New York to reduce
indebtedness to Bank One.  In addition, the Company, Saba and Bank One entered
into a forbearance agreement under which Bank One has agreed to forbear from
exercising its remedies to collect the indebtedness owed by Saba through June
11, 1999.  It is expected that proceeds from the sale of non-core assets will
be used to further reduce the balance owed to Bank One. Further, the Comapny
believes that the payment of $6.0 million to Bank One mentioned above removes
any defaults with respect to the borrowing base, as the outstanding balance of
the indebtedness owed to Bank One would be adequately supported by Saba's
assets.

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

Overview

     GREKA Energy is an independent integrated energy company committed to
create shareholder value by capitalizing on consistent cash flow hedged from
oil price fluctuations within integrated operations, exploiting E&P
opportunities and penetrating new niche markets utilizing proprietary
technology with an emphasis on low cost short radius horizontal drilling
technology patented by BP Amoco and licensed to GREKA Energy.  GREKA Energy
has oil and gas production, exploration and development activities in North
and South America and the Far East, with primary areas of activity in Alberta,
California, Louisiana, Texas, New Mexico, Colombia, Indonesia and China.  In
addition, GREKA Energy owns and operates an asphalt refinery in California.

     GREKA Energy has a three-prong strategy that capitalizes on its asset
base to enhance shareholder value as follows:

     Integrated Hedged Operations

Hedged operations of GREKA Energy are planned to focus on the integration of
its California assets, including an asphalt refinery and interests in heavy
oil fields located in the Santa Maria Valley (SMV). To date, GREKA Energy has
only been able to supply to the asphalt refinery 20% of its heavy oil
requirements. The hedged operations are targeted to capitalize on the stable
asphalt market in California by providing the feedstock (heavy oil) into the
refinery at cost. The planned integration of the refinery (100% owned) with
the interests in the heavy oil producing fields (100% working interest) should
provide a stable hedge to GREKA Energy on each equity barrel. GREKA Energy's
strategy in these integrated assets is two-fold:

     1.  GREKA Energy intends to aggressively proceed with acquisitions that
     enhance the long-term feedstock supply to the refinery. These low oil
     prices add direct value to GREKA Energy's profitability.

     2.  GREKA Energy intends to implement the proprietary Amoco Horizontal
     Drilling Technology to cost-efficiently boost production rates from the
     the Company's 150 potential drilling locations identified in the SMV.

The two actions are targeted to increase the throughput into the refinery from
the current rate of 4,500 barrels per day to 10,000 barrels per day by the
year 2001.  It is anticipated that the profitability from these integrated
operations will not be affected by volatile oil prices.  It is also
anticipated that, by using equity barrels to supply the refinery, working
capital requirements should be lower and cash flow should be enhanced. The
continued stability of the price of asphalt, coupled with reduced costs for
processing and lifting, should create a substantial value for GREKA Energy's
shareholders.

Exploration & Production

GREKA Energy plans to capitalize on its existing portfolio of domestic and
international exploration projects that are synergistic with GREKA Energy's
Amoco Horizontal Drilling Technology. The Company plans to specifically focus
on its existing concessions in locations such as China where the Company
believes there is a significant demand for energy.

Amoco Horizontal Drilling Technology

GREKA Energy plans to continuously pursue new, emerging opportunities in the
energy business to identify and evaluate niche markets for its proprietary
knowledge.  Two specific niche targets are coal bed methane projects and gas
storage.  These opportunities should provide significant upside from the use
of short horizontal laterals.

Recent History

     During the first part of 1998, management of GREKA Energy focused
substantially all of its efforts on corporate restructuring, recapitalization
and acquisition efforts and an investment in a horizontal drilling pilot
program in the Cat Canyon field in California that all were part of its
strategy to capitalize on its experience with horizontal drilling technology.
During the latter of part of 1998 and early 1999, management was primarily
focused on the acquisition of Saba Petroleum Company ("Saba"), which has
substantial reserves suited to exploitation by GREKA Energy's horizontal
drilling technology, and considerable expenses were incurred in connection
with the Saba transactions in the first quarter of 1999.  Due to the
significance to GREKA Energy of the Saba acquisition, which was completed
effective March 24, 1999, GREKA Energy=s management and staff devoted a
substantial amount of time and effort to the acquisition. Accordingly, levels
of other operational activities such as prior contract drilling programs were
suspended.  GREKA Energy plans to establish and develop an extensive drilling
program on its acquired properties in California and commence such program in
the second quarter of 1999.

Acquisition of Saba Petroleum Company

     During the fourth quarter of 1998 and the first quarter of 1999, GREKA
Energy entered into the following transactions culminating in the acquisition
of Saba Petroleum Company effective March 24, 1999:

     On October 6, 1998, GREKA Energy entered into an agreement with RGC
International Investors, LDC, by which GREKA Energy acquired on October 6,
1998 690 shares of the 8,000 shares of issued and outstanding Preferred Stock
of Saba held by RGC in exchange for cash in the amount of $750,000, of which
$500,000 was borrowed from International  Publishing  Holding s.a. ("IPH"), a
shareholder of GREKA Energy.  GREKA Energy executed a promissory note to repay
the $500,000 to IPH without interest, which is now due May 31, 1999.  Under
this Agreement, GREKA Energy was granted the exclusive right until November 6,
1998 to acquire from RGC up to an additional 6,310 shares of Saba Preferred
Stock held by RGC in exchange for cash in the amount of approximately
$6,859,000, with such exclusive right subject to an extension for an
additional thirty days by GREKA Energy's payment of $500,000.  GREKA Energy
paid $500,000 to RGC on November 6, 1998 to extend the term of the exclusive
right, but did not exercise the right.

     On October 8, 1998 GREKA Energy and Saba entered into an agreement under
which on November 6, 1998 Saba issued to GREKA Energy 333,333 shares of Saba
common stock in exchange for cash of $1,000,000.

     The November 6, 1998 payments to RGC and Saba were financed by GREKA
Energy's issuance to IPH on November 4, 1998 of a promissory note payable in
the amount of $1,500,000, bearing 6% interest, which is now due May 31, 1999.
The promissory note is secured by GREKA Energy's pledge of all of the issued
and outstanding shares of capital stock of HVI Cat Canyon, Inc., a wholly
owned subsidiary of GREKA Energy.

     IPH in conjunction with GREKA Energy made open market purchases of
approximately 5% of the issued and outstanding shares of Saba common stock.
Under an option agreement between GREKA Energy and IPH, GREKA Energy had the
right to purchase the approximately 568,200 shares of Saba common stock
purchased by IPH at an exercise price equal to the cost to IPH of acquiring
such shares plus twenty percent.  IPH had a put agreement that became
effective April 1, 1999 and was exercised on such date.  The Company will
issue 140,886 shares to IPH in exchange for the shares of Saba owned directly
by IPH, following the filing of a registration statement.  Subsequently, GREKA
Energy during October and early November 1998 directly acquired 80,000 shares
of Saba common stock in open market purchases at an aggregate cost of
approximately $70,130.

     On December 18, 1998 GREKA Energy entered into an agreement to acquire
the 2,976,765 shares of Saba common stock held by Saba Acquisub, Inc. in
exchange for the issuance by GREKA Energy of 1,340,000 shares of GREKA Energy
common stock to the shareholder of Saba Acquisub.

     Also on December 18, 1998, GREKA Energy and Saba entered into a merger
agreement whereby GREKA Energy would acquire all of the remaining shares of
Saba common stock and the shareholders of Saba other than GREKA Energy would
receive shares of GREKA Energy common stock based on a contemplated exchange
ratio of one share of GREKA Energy common stock for each six shares of Saba
common stock.  The merger was completed effective March 24, 1999 and GREKA
Energy issued approximately 1,290,000 shares of its common stock
(approximately $10.3 million) and Saba became a wholly owned subsidiary of
GREKA Energy.

Sale of Non-Core Assets

     Sale of Colombian Assets

     On March 30, 1999, it was announced that Sabacol, Inc. ("Sabacol"), a
wholly-owned subsidiary of the Company, had entered into an agreement to sell
substantially all of its assets in exchange for consideration of at least
$10.0 million consisting of cash, interests in oil and gas producing
properties in California, and full release of the related debts. The agreement
provides that if the excess of the value of Sabacol oil and gas reserves over
the value of the Omimex reserves acquired by Sabacol is greater as of January
1, 2000 than it was as of January 1, 1999, Sabacol will be entitled to
additional consideration.  If the increased value is $5 million or less, by
March 31, 2000 Omimex will pay such amount to Sabacol in cash or, upon non-
payment, reassign to Sabacol the 50% interest in the Velasquez-Galan pipeline
in Colombia to be sold by Sabacol to Omimex .  If the increase is greater than
$5 million, Sabacol will have the option through May 31, 2000 of repurchasing
for approximately $12 million the assets sold to Omimex and reassigning to
Omimex the California assets to be purchased from Omimex.  If this option is
not exercised, Omimex will be obligated to pay Sabacol $5 million in cash or,
upon non-payment reassign to Sabacol the Velasquez-Galan pipeline.  On April
26, 1999, following the Company's motion, it was announced that Sabacol had
successfully obtained the Bankruptcy Court's approval of the sales transaction
and the authorized dismissal of its bankruptcy case, upon consummation of the
sale.

     Sale of Mid-Continent Properties

     In April 1999, a wholly-owned subsidiary of the Company entered into an
agreement to sell producing oil and gas properties located principally in
Louisiana, New Mexico, Texas and Wyoming at a contract price of $12.5 million.
Closing of the sale is anticipated to take place in June 1999, with the net
proceeds of such sale to be used to reduce bank indebtedness and provide
working capital.

     Sale of Limestone Property

     In April 1999, the Company entered into an agreement with Pembrooke
Calox, Inc. for the sale of the Company's interests in a 355-acre limestone
property located in Indiana in exchange for a non-recourse promissory note,
secured by the limestone property, in the principal amount of $5.7 million due
November 1, 1999. In the event that $3.85 million is paid by July 31, 1999,
the purchase price shall be reduced to $4.65 million and the $800,000 balance
shall be an unsecured obligation to the Company due in four annual installment
payments of $200,000 each beginning March 31, 2001.  As part of this sales
transaction, the Company paid Pembrooke $50,000 and will issue 16,736 shares
of Common Stock following the filing of a registration statement on May 17,
1999.

Refinery Operations

     In May 1999, GREKA Energy assumed all marketing and distribution
operations at its refinery in Santa Maria, California that were previously
performed by Crown Energy under a processing agreement terminated by GREKA
Energy.  Under the terms of this agreement, each party had been receiving
approximately fifty percent of the net income from the refinery.  During 1998,
the refinery processed on average 3,850 barrels per day of throughput and
generated net income of approximately $4.7 million. During the term of the
processing agreement with Crown Energy, Saba had only recognized and reported
its fifty percent share of the profits from the refinery operations.
Management estimates that refinery revenues in 1998 were approximately $22
million. Following the processing agreement's termination, GREKA Energy
expects to recognize and report refinery revenues at a similar level, as well
as increased operating cash flows, as a result of assuming such operations.

Cautionary Information About Forward-Looking Statements

     This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 that include, among others, statements concerning:

     *  the benefits expected to result from GREKA Energy's recent
        acquisition of Saba Petroleum Company discussed below, including
        *  synergies in the form of increased revenues,
        *  decreased expenses and avoided expenses and expenditures that are
           expected to be realized by GREKA Energy and Saba as a result of the
           transaction, and
        *  the complementary nature of GREKA Energy's horizontal drilling
           technology and certain Saba oil reserves, and

     *  other statements of:
        *  expectations,
        *  anticipations,
        *  beliefs,
        *  estimations,
        *  projections, and
        *  other similar matters that are not historical facts, including such
           matters as:
           *  future capital,
           *  development and exploration expenditures (including the amount
              and nature thereof),
           *  drilling of wells, reserve estimates(including  estimates of
              future net revenues associated with such reserves and the
              present value of such future net revenues),
           *  future production of oil and gas,
           *  repayment of debt,
           *  the state of GREKA Energy's Year 2000 readiness,
           *  business strategies, and
           *  expansion and growth of business operations.

     These statements are based on certain assumptions and analyses made by
the management of GREKA Energy in light of:

     *  past experience and perception of:
        *  historical trends,
        *  current conditions,
        *  expected future developments, and

     *  other factors that the management of GREKA Energy believes are
        appropriate under the circumstances.

     GREKA Energy cautions the reader that these forward-looking statements
are subject to risks and uncertainties, including those associated with:

     *  the financial environment,
     *  the regulatory environment, and
     *  trend projections,

that could cause actual events or results to differ materially from those
expressed or implied by the statements.  Such risks and uncertainties include
those risks and uncertainties identified below.

     Significant factors that could prevent GREKA Energy from achieving its
stated goals include:

     *  the failure by GREKA Energy to integrate the respective operations of
        GREKA Energy and Saba or to achieve the synergies expected from the
        acquisition of Saba,
     *  the failure by GREKA Energy to obtain refinancing agreements or
        arrange for the payment of Saba obligations,
     *  declines in the market prices for oil and gas,
     *  the failure of GREKA Energy=s technology systems or the technology
        systems of third parties with whom GREKA Energy has material
        relationships to be Year 2000 compliant, and
     *  adverse changes in the regulatory environment affecting GREKA Energy.

     In addition, as discussed in Note 1 of the Notes to Condensed
Consolidated Financial Statements of GREKA Energy contained elsewhere in this
report, there currently is substantial doubt about the ability of GREKA Energy
to continue as a going concern.

     The cautionary statements contained or referred to in this report
should be considered in connection with any subsequent written or oral
forward-looking statements that may be issued by GREKA Energy or persons
acting on its or their behalf.  GREKA Energy undertakes no obligation to
release publicly any revisions to any forward-looking  statements to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

Long-Term Potential

     Management believes that the financial condition, results of operations
and cash flows of GREKA Energy reported herein are not indicative of the
expected future financial condition, results of operations and cash flows of
GREKA Energy, and comparisons of GREKA Energy=s results of operations and cash
flows for the quarters ended March 31, 1999 and 1998 are not considered by
management to be either relevant or representative of GREKA Energy=s long-term
potential in view of:

     *  the significant changes to GREKA Energy during 1998,
     *  the acquisition of Saba completed in March 1999,
     *  the recognition of all revenues and profits from the refinery
        operations,
     *  the acquired financing by BNY Financial Corporation,
     *  the reduction of debt owed to Bank One, Texas,
     *  the plan to restructure existing indebtedness,
     *  the changes to result from the sale of Colombian assets,
     *  the changes to result from the sale of mid-continent properties,
     *  the changes to result from the sale of the limestone property, and
     *  the continued attempt of GREKA Energy to divest itself of non-core
        assets.

Results of Operations

     Oil and gas sales increased from $34,689 for the first quarter of 1998 to
$282,888 for the first quarter of 1999.  This increase was primarily
attributable to Saba's sales in the amount of $258,000 from the effective date
of the merger which accounts for only 7 days from March 24, 1999 to March 31,
1999.

     Other revenues of $70,214 in the first quarter of 1999 were primarily
attributable to operator fees of Saba of $47,000 from the effective date of
the merger which accounts for only 7 days from march 24, 1999 to March 31,
1999.

Production costs increased from $34,172 for the first quarter of 1998 to
$212,985 for the first quarter of 1999.  This increase was primarily
attributable to Saba costs in the amount of $206,000 from the effective date
of the merger.

     General and administrative expenses increased from $354,547 for the first
quarter of 1998 to $424,736 for the first quarter of 1999.  The increase was
primarily attributable to Saba expenses of $98,000 from the effective date of
the merger.

     Depletion, depreciation and amortization increased from $38,868 for the
first quarter of 1998 to $218,375 for the first quarter of 1999.  The increase
was primarily attributable to Saba depletion, depreciation and amortization of
$131,000 from the effective date of the merger.

     Interest expense of $103,420 was attributable to borrowings by GREKA
Energy of ($46,000) and Saba interest of $57,000 from the effective date of
the merger.

Liquidity and Capital Resources

     Working capital decreased $36,149,037 from a deficit of $1,827,854 at
December 31, 1998 to a deficit of $37,976,891 at March 31, 1999.  Current
liabilities increased from $2,249,661 as of December 31, 1998 to $46,237,343
at March 31, 1999.  The $43,987,682 increase in current liabilities was
primarily due to the current liabilities of Saba acquired effective March 24,
1999, that included $28,772,000 of long-term debt classified as currently
payable.

     Cash and cash equivalents increased $765,113 from $250,212 at December
31, 1998 to $1,015,325 at March 31, 1999.  Of this increase, $444,800  was due
to the cash and cash equivalents of Saba; the remainder of the increase was
due to $1.0 million of debentures issued by GREKA Energy during the quarter,
reduced by expenditures for quarterly operations.

Cash Flows

     GREKA Energy's net cash used in operating activities decreased from
$1,061,362 for the first quarter of 1998 to $487,288 for the first quarter of
1999.  This decrease was primarily attributable to non-cash charges from Saba
in the amount of $684,833 included in the results of operations for the first
quarter of 1999.

     GREKA Energy's net cash flows from investing activities increased from a
net outflow of $412,035 for the first quarter of 1998 to a net inflow of
$259,172 for the first quarter of 1999.  This increase was primarily
attributable to the acquisition of Saba.

     GREKA Energy's net cash provided by financing activities increased from
$60,512 for the first quarter of 1998 to $993,229 for the first quarter of
1999. This increase was primarily attributable to  GREKA Energy's issuance of
a convertible debenture in the amount of $1,000,000 during the first quarter
of 1999.

Liquidity

     Under the direction of GREKA Energy's management and strategy, GREKA
Energy has significantly improved its liquidity and expects to have low
capital requirements.  Specifically, GREKA Energy intends to achieve the
following:

     *  Sell non-core assets to repay approximately $22 million in Saba
        debt.

     *  Recapitalize the Company with additional financing.

     *  Utilize the in-house proprietary and cost effective horizontal
        drilling technology, GREKA Energy-operated oil and gas properties, and
        the wholly-owned and operated asphalt refinery that collectively
        provide for low cost operating expenses and high cash flow.  GREKA
        Energy expects to have an annual capex of $5 million funded by its
        cash flow.

     GREKA Energy's management also believes that the acquisition of Saba
brings opportunities for cost savings, economies of scale and other synergies,
resulting in improved cash flow potential for the long-term growth of GREKA
Energy and of shareholder value.  Further, the acquisition of Saba gives GREKA
Energy a stronger consolidated asset base upon which it can rely in securing
future financings, both equity and debt.  However, there is no assurance that
any specific level of cost savings or other synergies will be achieved or that
such cost savings or other synergies will be achieved within the time periods
contemplated, or that GREKA Energy will be able to secure future financings.

Capital Expenditures

     The Company's growth is focused on acquisitions that are synergistic with
its technology. It is intended that such acquisitions will be achieved
concurrent with the closing of adequate financing. Operationally on the
current asset base, the Company expects to fund its annual capex of $5.0
million by its cash flow.


Debt Financing and Restructuring

     Outstanding debt and the Company's plans for payment or restructuring:

     *  revolving ($15.6 million) and term ($4.5 million) bank loan agreements
        with Bank One  - The Bank One debt is expected to be reduced to $4.1
        million following the payments of $6.0 million that occurred in May
        1999 as a result of the Company's acquired financing from BNY
        Financial Corporation and $10.0 million that is expected to occur in
        June 1999 as a result of the Company's sale of the mid-continent
        properties.

     *  loan from Omimex ($4.2 million)   The Omimex debt is expected to be
        entirely eliminated as a result of Sabacol's sale of the Colombian
        assets that is anticipated to close in the second quarter.

     *  Saba's 9% senior subordinated debentures ($3.3 million)   The Company
        is in negotiations with the majority holder of the outstanding Saba
        debentures to amend the obligation.

     *  Saba's Preferred Stock (with a stated value of $7.2 million)   The
        Company entered into a term sheet in March 1999 with the Saba
        Preferred Stockholder that provided for the conversion of Saba's
        Preferred Stock to a subordinated convertible note obligation of the
        Company.

     In April 1999, GREKA Energy and Bank One entered into a forbearance
agreement whereby Bank One agreed to forebear through June 11, 1999 from
exercising its various remedies for Saba=s defaults under the Bank One loan
agreements in order to afford GREKA Energy the opportunity to complete
contemplated transactions on the condition that, among other things, each of
the transactions is completed by June 11, 1999.

     In April 1999, GREKA Energy's wholly-owned subsidiaries, Greka
Integrated, Inc., Santa Maria Refining Company, and Saba Realty, Inc.,
procured a loan from BNY Financial Corporation that provides funds of up to
$11 million under two credit facilities.  A term loan in the amount of
$6,000,000 was funded upon closing, the proceeds of which were used to reduce
the indebtedness owed by Saba to Bank One.  In addition, a revolving credit
facility provides advances for working capital of up to $5,000,000 against
eligible receivables and inventory of the Santa Maria asphalt refinery. It is
intended that a portion of this working capital will be applied to
expenditures incurred in assuming the marketing and sale of refined products
at the asphalt refinery following it's the termination of the processing
agreement with Crown Energy. The loans are secured by real estate interests
located in Santa Maria, California, all assets owned by Santa Maria Refining
Company, and the common stock certificates of Santa Maria Refining Company and
Saba Realty, Inc.

     In February 1999, GREKA Energy issued convertible senior subordinated
debentures in the principal amount of $1,000,000.  The debentures bear
interest at 15%, are due February 1, 2001, and are secured by GREKA Energy=s
limestone deposits.  The debentures may be converted by the holders into GREKA
Energy common stock at any time from August 1, 1999 to January 31, 2000 at a
conversion price of $15.00 per share, and at any time from February 1, 2000,
until January 31, 2001 at a conversion price of  $20.00 per share.  Interest
will accrue on the debentures to the maturity date.  GREKA Energy may call all
or a portion of the amount at any time during the term of the debenture by
paying the principal amount due plus any accrued interest.  The principal use
of proceeds from the sale of the debentures was to provide working capital.

Year 2000 Readiness Disclosure

     Computer programs or other embedded technology that have been written
using two digits (rather than four) to define the applicable year and that
have time-sensitive logic may recognize a date using "00" as the Year 1900
rather than the Year 2000, which could result in widespread miscalculations
or system failures.  Both information technology systems and non-information
technology systems using embedded technology may be affected by the Year 2000.
GREKA Energy has not completed an assessment of Year 2000 compliance issues,
but management currently believes that since GREKA Energy's drilling equipment
does not make use of embedded computer chips and its other operating equipment
is not heavily automated with technology systems, the costs of becoming ready
for the Year 2000 will not have a material adverse effect on GREKA Energy=s
financial condition, results of operations or cash flows.

     GREKA Energy currently believes that its existing technology systems and
software will not need to be upgraded to become Year 2000 compliant, except
that GREKA Energy must replace its current integrated accounting software in
order to accurately process Year 2000 data.  Should it not do so, GREKA Energy
would be unable to properly process and report upon its own operating data, as
well as information provided to it by outside sources that are Year 2000
compliant.  GREKA Energy's third-party accounting software vendor has modified
the current operating system utilized by GREKA Energy and provided the
modified system to GREKA Energy in the first quarter of 1999. The cost of this
modification was included in the vendor=s system support contract and did not
result in a significant additional expense for GREKA Energy.

     GREKA Energy is in the process of verifying whether vendors, suppliers
and significant customers with which GREKA Energy has material relationships
are Year 2000 compliant.  GREKA Energy believes that some of these third
parties will not be materially affected by the Year 2000 since those third
parties are relatively small entities which do not rely heavily on technology
systems for their operations.  GREKA Energy does not know whether the other
third parties will be Year 2000 complaint.  Under a worst-case scenario, if
GREKA Energy and such third parties are not Year 2000 compliant on a timely
basis, there could be material financial risk to GREKA Energy, including
supplier and service customer delays resulting in short-term delay of revenue
and substantial unanticipated costs.  Accordingly, GREKA Energy plans to
devote all resources necessary to resolve significant Year 2000 issues in a
timely manner.  GREKA Energy=s current Year 2000 contingency  plan is
essentially to have all necessary tasks performed manually in the event of
material Year 2000 problems affecting GREKA Energy.  Management of GREKA
Energy believes that GREKA Energy has adequate personnel to perform those
functions manually until any Year 2000 problems are resolved.

Inflation

     GREKA Energy does not believe that inflation will have a material impact
on GREKA Energy's future operations.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

     As discussed in the explanatory note preceding the table of contents for
this report, GREKA Energy filed its SEC reports for periods through December
31, 1998 under SEC Regulation S-B.  Regulation S-B does not contain the
disclosure requirements under this item. In addition, the information under
this item is not required for interim period reports until after the first
fiscal year end in which this item is applicable.  Therefore, GREKA Energy
expects to begin presenting the information required by this item in its
Annual Report on Form 10-K for the fiscal year ending December 31, 1999.


                    PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

     The following material developments occurred during the quarter ended
March 31, 1999 with respect to the legal proceedings reported in the GREKA
Energy Annual Report on Form 10-K for the fiscal year ended December 31, 1998:

     As reported in the GREKA Energy 1998 Annual Report on Form 10-KSB, on
December 11, 1998, Sabacol, Inc., a  wholly-owned subsidiary of GREKA Energy,
filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code in
U.S. Bankruptcy Court for the Central District of California. On April 26,
1999, following the Company's motion, it was announced that Sabacol had
successfully obtained the Bankruptcy Court's approval of the sale of
substantially all its assets and the authorized dismissal of its bankruptcy
case, upon consummation of the sale.

     From time to time, GREKA Energy and its subsidiaries are named in legal
proceedings arising in the normal course of business.  In the opinion of
management, such legal proceedings are not expected to have a material
adverse effect on GREKA Energy=s financial condition, results of operations or
cash flows.

Item 2.  Changes in Securities and Use of Proceeds.

     None.

Item 3.  Defaults Upon Senior Securities.

     The information required by this item is incorporated herein by reference
to the discussion in Part I Item 2 of this report under the caption "Debt
Financing and Restructuring."

Item 4.  Submission of Matters to a Vote of Security Holders.

     On March 19, 1999, GREKA Energy held a special meeting of shareholders.
At that meeting the following matters were voted upon as indicated below:

     1. To approve the issuance of up to an aggregate of 1,300,000 shares of
common stock under the Agreement and Plan of Merger dated December 18, 1998
among Horizontal Ventures, Inc., Horizontal Ventures Acquisition Corporation
and Saba Petroleum Company.

       For: 1,825,368
       Against: 247
       Abstain: 245
       Broker non-votes: 290,925

     2. To approve a change in the name of the Company from Horizontal
Ventures, Inc. to GREKA Energy Corporation.

       For: 2,114,278
       Against: 2,284
       Abstain: 223
       Broker non-votes: --

     3. To approve the issuance of up to an additional 2,000,000 shares of
common stock for possible future acquisitions.

       For: 1,824,123
       Against: 1,546
       Abstain: 191
       Broker non-votes: 290,925


Item 5.  Other Information.

     None.

Item 6.  Exhibits and Reports on Form 8-K.

     (a)  Exhibits.  The following exhibits are furnished as part of this
report:

     Exhibit No.     Description

          3.1        Articles of Amendment to the Articles of Incorporation
                     (filed as Exhibit 3.1 to the GREKA Energy Current Report
                     on Form 8-K dated March 15, 1999 and incorporated by
                     reference herein)

         10.1        Loan and Security Agreement dated April 30, 1999 among
                     BNY Financial Corporation, GREKA Integrated, Inc., Saba
                     Realty, Inc. and Santa Maria Refining Company*

         10.2        Asset Purchase Agreement dated March 17, 1999 among
                     Sabacol, Inc. and the Omimex Group (filed as Exhibit
                     10.89 to the GREKA Energy Annual Report on Form 10-KSB
                     for the fiscal year ended December 31, 1998 and
                     incorporated by reference herein).

         10.3        Purchase and Sale Agreement Between Saba Energy of Texas,
                     Inc. and Enervest Energy, L.P. dated April 21, 1999*

         10.4        Agreement for Purchase and Sale of Real Estate dated
                     April 28, 1999 among Pembrooke Calox, Inc., Calox
                     Corporation, and Greka Energy Corporation*

         11.1        Computation of Earnings per Common Share*

         27.1        Financial Data Schedule*

* Filed herewith

     (b) During the quarter for which this report is filed, GREKA Energy filed
the following Reports on Form 8-K:

Current Report on Form 8-K dated February 18, 1999, which reported events
under Item 4, Changes in the Registrant=s Certifying Accountant

     Current Report on Form 8-K dated March 15, 1999, which reported events
under Item 2, Acquisition or Disposition of Assets, and Item 5, Other Events.


                              SIGNATURE

     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.


                              GREKA ENERGY CORPORATION

                              /s/ Randeep S. Grewal
Date May 20, 1999         By:___________________________________
                              Randeep S. Grewal, Chairman and
                              Chief Executive Officer