SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549



                                 FORM 10-QSB

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

                         COMMISSION FILE NO. 0-09482

                       COLORADO WYOMING RESERVE COMPANY
      (Exact Name of Small Business Issuer as Specified in its Charter)

                 WYOMING                               83-0246080
     (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization)               Identification No.)

        751 HORIZON COURT, SUITE 205
          GRAND JUNCTION, COLORADO                        81506
   (Address of principal executive offices)             (Zip Code)

              (970) 255-9995
       (Issuer's telephone number)

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

                                            Yes /X/       No / /

There were 10,607,694 shares of the Registrant's $.01 par value common stock
outstanding as of May 18, 2001.

Transitional Small Business Disclosure:     Yes /X/       No / /


<PAGE>


                    COLORADO WYOMING RESERVE COMPANY
                    (a Development Stage Enterprise)
                       CONSOLIDATED BALANCE SHEET
                                   (unaudited)

CURRENT ASSETS:
      Cash and cash equivalents                               $     6,999
      Prepaid expenses                                              1,500
                                                              ------------
Total current assets                                                8,499

PROPERTY AND EQUIPMENT:
      Unproved oil and gas properties                             563,964
      Other property and equipment                                 14,914
                                                              ------------
                                                                  578,878

      Less accumulated depreciation, other property and          (14,316)
      equipment
                                                              ------------
         Net property and equipment                               564,562
                                                              ------------
Total assets                                                  $   573,061

CURRENT LIABILITIES:
      Trade accounts payable                                  $   101,815
      Other accrued liabilities                                    11,104
      Related party payables:
         On account                                               133,113
         Advances from joint venture                               87,009
         Note payable to joint venture                            109,000
                                                              ------------
Total current liabilities                                         442,041


EQUITY
      Common Stock, $.01 par value: authorized--
           75,000,000 shares; issued and outstanding--
           10,607,694                                             106,077
      Additional paid-in capital                                5,336,975
      Warrants                                                    148,100
      Accumulated deficit:
         Before entering the development stage                 (4,441,241)
         After entering the development stage                  (1,018,891)
                                                              ------------
                                                               (5,460,132)
                                                              ------------
                                                                  131,020
                                                              ------------
Total liabilities and equity                                  $   573,061

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


                                       2


<PAGE>


                        COLORADO WYOMING RESERVE COMPANY
                        (a Development Stage Enterprise)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                Period
                                                                                                 from
                                                                                              January 1,
                                       Three Months Ended          Nine Months Ended            1999 to
                                            March 31,                   March 31,              March 31,
                                      2001          2000          2001            2000            2001
<S>                               <C>           <C>           <C>             <C>            <C>
REVENUES                          $        -    $        -    $         -     $        -     $         -

EXPENSES
   Exploration cost                   40,227        39,112         64,898         78,527         198,256
   Depreciation, depletion
     and amortization                    106           562            431          2,929           5,795
   General and administrative        119,248        79,414        292,764        276,494         786,949
                                  -----------   -----------   ------------    -----------    ------------

Total expenses                       159,581       119,088        358,093        357,950         991,002

                                  -----------   -----------   ------------    -----------    ------------
Operating loss                      (159,581)     (119,088)      (358,093)      (357,950)       (991,002)


OTHER INCOME (EXPENSE)
   Interest income (expense), net      6,030           720          7,882          4,881         (26,658)
   Loss on sale of assets                  -             -              -              -          (1,231)
                                  -----------   -----------   ------------    -----------    ------------
Loss before income taxes            (153,551)     (118,368)      (350,211)      (353,069)     (1,018,891)

Provision for income taxes                 -             -              -              -               -
                                  -----------   -----------   ------------    -----------    ------------
   Net loss                       $ (153,551)   $ (118,368)   $  (350,211)    $ (353,069)    $(1,018,891)
                                  ===========   ===========   ============    ===========    ============

   Basic and diluted              $    (0.01)   $    (0.01)   $     (0.03)    $    (0.03)
   loss per share
                                  ===========   ===========   ============    ===========

   Weighted average common
     shares outstanding           10,607,694    10,607,694     10,607,694     10,601,471
                                  ===========   ===========   ============    ===========
</TABLE>

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


                                       3


<PAGE>


                        COLORADO WYOMING RESERVE COMPANY
                        (a Development Stage Enterprise)
                        CONSOLIDATED CASH FLOW STATEMENTS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                             Period
                                                                              from
                                                    Nine Months Ended       January 1,
                                                       March 31, 2001        1999 to
                                                  ----------------------     March 31,
                                                     2001         2000         2001
                                                  ----------------------   ------------
<S>                                               <C>          <C>         <C>
Cash flows from operating activities:
Net loss                                          $(350,211)   $(353,069)  $(1,018,891)
   Adjustments to reconcile net
    loss to net used in operating activities:
   Depletion, depreciation and amortization             431        2,929         5,795
   Loss (gain) on asset sale                              -            -         1,231
   Amortization of note payable discount                  -            -        35,000
   Loss from joint venture investment                43,532            -        43,532
   Equity issued as compensation                     74,000            -        95,600

   Changes in current assets and liabilities:
      Receivables                                         -        2,145         3,126
      Payables                                       87,762       44,311        29,785
      Prepaids                                            -        1,725         1,724
                                                  ----------   ----------  ------------
Net cash (used in) operating activities            (144,486)    (301,959)     (803,098)


Cash flows from investing activities:
   Additions to unproved properties                       -      (19,205)      (19,204)
   Unproved property cost recovery                   15,768            -        39,768
   Asset purchases                                        -       (1,269)       (1,269)
   Proceeds from asset sale                               -            -        (2,354)
                                                  ----------   ----------  ------------
Net cash provided by (used in) investing
 activities                                          15,768      (20,474)       16,941


Cash flows from financing activities:
   Sale of common stock                                   -       87,750       784,456
   Advances from joint venture                       26,509            -        26,509
   Notes payable                                    109,000            -       109,000
   Repayment of note payable                              -            -      (130,000)
                                                  ----------   ----------  ------------
Net cash provided by financing activities           135,509       87,750       789,965
                                                  ----------   ----------  ------------

Net increase (decrease) in cash and                   6,791     (234,683)        3,808
 equivalents
Cash and equivalents at beginning of period             208      241,455         3,191

                                                  ----------   ----------  ------------

Cash and equivalents at end of period             $   6,999    $   6,772   $     6,999

                                                  ==========   ==========  ============
</TABLE>

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


                                       4


<PAGE>


                        COLORADO WYOMING RESERVE COMPANY
                            ("CWYR" or the "Company")

                          NOTES TO FINANCIAL STATEMENTS
                                   (unaudited)

                      PERIODS ENDED March 31, 2001 AND 2000

1.    INTERIM FINANCIAL STATEMENTS

      The accompanying consolidated financial statements are unaudited. However,
      in the opinion of management, the accompanying financial statements
      reflect all adjustments necessary for a fair presentation.

      Certain information and footnote disclosures normally included in
      financial statements prepared in accordance with generally accepted
      accounting principles have been condensed or omitted pursuant to the
      Securities and Exchange Commission's rules and regulations. Management
      believes the disclosures made are adequate to make the information not
      misleading and suggests that these financial statements be read in
      conjunction with the Company's June 30, 2000 Form 10-KSB.

2.    DEVELOPMENT STAGE ENTERPRISE

      The Company has no operating revenues as a result of its December 1998
      sale of its producing properties. Accordingly, as of January 1, 1999, the
      Company has re-entered the development stage.

      As more fully discussed in Note 5, during the quarter ended September 30,
      2000 the Company entered into a farmout agreement, the primary purpose of
      which is to conduct a seismic shoot on the Company's unproved acreage.

3.    COMMITMENTS AND CONTINGENCIES

      Effective January 1, 1998, the Company entered into an Agreement for
      Administrative Services (the "Trinity Agreement") with Trinity Petroleum
      Management LLC, a Colorado limited liability company ("Trinity"). Pursuant
      to the terms of the Trinity Agreement, Trinity performs certain management
      functions for the Company. Trinity bills for its services on an hourly
      basis, receives a flat fee of $1,100 per month and is reimbursed for third
      party expenses. The Trinity Agreement is on a month-to-month basis and may
      be terminated by either party upon written notice. J. Samuel Butler, a
      member of the Board of Directors of the Company, currently serves as
      President of Trinity and owns approximately 24 percent of Trinity through
      his ownership of Butler Resources, LLC. In connection with certain
      additional services provided to the Company by Trinity pursuant to the
      Company's merger with Shoreline Resource Company, on January 22, 1998 the
      Company issued to Trinity 25,000 restricted shares of Common Stock as well
      as an option to purchase up to 100,000 shares of the Company's Common


                                       5


<PAGE>


      Stock at an exercise price of $1.50 per share, subsequently repriced to
      $.10 per share in May 1999.

      The Company entered into an employment contract with Mr. Fuerst on October
      1, 1996 pursuant to which Mr. Fuerst received a salary of $10,000 per
      month and was granted incentive stock options to purchase up to 500,000
      shares of the Company's Common Stock at an exercise price of $1.00 per
      share (repriced to $.25 per share in May 1999). The contract had an
      initial term of three years commencing October 1, 1996 and is renewed
      automatically for succeeding periods of one year unless terminated. The
      Contract may be terminated by Mr. Fuerst upon 90-days prior written notice
      to the Company and by the Company without prior notice to Mr. Fuerst for
      cause (as defined in the contract). In May 1999, Mr. Fuerst's salary was
      reduced to $5,000 per month pursuant to an amendment to his employment
      agreement.

4.    LOSS PER SHARE

      Basic and diluted earnings per share are the same, as the effect of
      warrants and options is antidilutive.

5.    FARMOUT AGREEMENT

      On September 28, 2000, the Company entered into a Farmout Agreement ("the
      Farmout Agreement"), effective as of September 22, 2000, with ST Oil
      Company, a Nevada corporation ("ST"), FM Energy, LLC, a California limited
      liability company whose interests were subsequently assigned to Moore
      Energy LLC, a California limited liability company ("Moore Energy"), and
      The Shoreline Companies, LLC, a Colorado limited liability company
      ("Shoreline") (collectively, the "Farmees"). The Company's Chief Executive
      Officer and President and certain directors and stockholders of the
      Company are directors, officers and controlling stockholders of ST, Moore
      Energy, and Shoreline.

      Under the Farmout Agreement, the Company agreed to assign 50% of its
      mineral working interests in and to certain oil and gas leases and seismic
      options covering approximately 61,000 acres of land located in the Paradox
      Basin in San Juan County, Utah (the "Paradox Project"), to the Farmees
      once they have completed, processed, interpreted and provided the Company
      with a three-dimensional seismic survey of up to 50 square miles of land
      covered by such oil and gas leases and seismic options (the "Survey"). The
      Farmees will bear the entire cost of the Survey, up to a maximum of
      $1,100,000. The Company is not obligated to assign any interests unless
      and until it has received the Survey in a form reasonably acceptable to
      it.

      Pursuant to the Farmout Agreement terms, on September 28, 2000, the
      Farmees deposited $1,000,000 with a managing agent to fund the Survey.

      During March 2001, the archeological survey (a prerequisite to the seismic
      shoot) was completed and in early April the seismic shoot commenced.


                                       6


<PAGE>


      The Farmout Agreement also establishes an area of mutual interest (the
      "AMI") for a term of ten years from the effective date of the Farmout
      Agreement. If during the ten-year term, any party to the Farmout Agreement
      acquires an oil or gas leasehold interest in the AMI, that party must give
      all other parties the opportunity to participate.  During March 2001, the
      Farmees acquired additional acreage totalling $121,000. While the Company
      is not obligated to participate in acreage acquisitions made by the
      Farmees, pursuant to the AMI, the Company plans to participate in such
      acquisitions and has recorded a $60,500 liability on its March 31, 2001
      balance sheet.

      On September 28, 2000, the Company also entered into a Credit Agreement
      ("the Credit Agreement") with ST, Moore Energy, and Shoreline. The Credit
      Agreement establishes a revolving line of credit for the Company in an
      aggregate principal amount not to exceed $100,000 (subsequently
      amended to provide for an advance of $110,000), which will be
      decreased by the amount of any funds privately raised by the Company
      in excess of $100,000 during the 12 months ending September 27, 2001.
      Amounts borrowed under the Credit Agreement bear interest at the rate
      of 8 percent per annum. The total balance outstanding under the Credit
      Agreement will be due and payable in full on the later of September
      28, 2001, or the date on which the Seismic Acquisition Agreement
      between ST, Moore Energy, and Shoreline terminates.

      In addition to the $109,000 borrowed by the Company pursuant to the Credit
      Agreement, at March 31, 2001 the Company owed the Farmees $26,509 for
      advances made by the Farmees to CWYR for the purpose of making delay lease
      rental payments. While the Company is not obligated to participate in
      acreage acquisitions made by the Farmees, pursuant to the AMI the Company
      anticipates expending approximately $60,500 on such acreage and has
      recognized the liability for such amount on its March 31, 2001 balance
      sheet.

      The Farmout Agreement and the Credit Agreement reflect the final agreement
      of the parties regarding the acquisition by ST, Moore Energy, and
      Shoreline of an aggregate 50% of the Company's working interests in
      certain leases and seismic options in exchange for providing the
      Company with a seismic survey of certain acreage covered by such
      leases and options.

      For financial reporting purposes, the Company recognizes 50 percent of
      the expenses (primarily exploration costs) incurred by the Farmees
      pursuant to the Farmout Agreement. The Company has reduced its
      undeveloped acreage cost by the amount of such expenses recognized in
      its financial statements and will continue to do so until the
      Company's cost basis in the undeveloped acreage has been reduced by 50
      percent. Costs under the Farmout Agreement recognized by the Company
      in excess of 50 percent of the undeveloped acreage cost basis will be
      credited to additional paid in capital.

6.    RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS:

      The Financial Accounting Standards Board ("FASB") issued Statements of
      Financial Accounting Standards ("SFAS") 133, 137 and 138, all related to
      Accounting for Derivative Instruments and Hedging Activities. SFAS 133, as
      amended, established new accounting and reporting standards for derivative
      instruments and for hedging activities. This statement requires an entity
      to establish at the inception of a hedge, the method it


                                       7


<PAGE>


      will use for assessing the effectiveness of the hedging derivative and the
      measurement approach for determining the ineffective aspect of the hedge.
      Those methods must be consistent with the entity's approach to managing
      risk.

      The Company does not currently engage in hedging transactions and, thus,
      believes that these statements will have no material effect on its
      financial statements.

      Effective July 1, 2000 FASB Interpretation No. 44 (the "Interpretation"),
      Accounting for Certain Transactions Involving Stock Compensation, became
      effective. Pursuant to the Interpretation provisions, the Company's stock
      option plan, which had previously been defined as a "fixed plan", became a
      "variable plan" as a result of certain option repricings which occurred
      between December 15, 1998 and June 30, 2000. Variable plans are subject to
      the recognition of "mark-to-market" expense. While the Company did not
      recognize any mark-to-market expense during the quarters ended September
      30, December 31, 2000 and March 31, 2001 (since the quoted prices for the
      Company's shares at the end of the respective quarters ($.44, $.41 and
      $.31 respectively) were less than the quoted price at July 1, 2000
      ($.45)), should the share price be higher at the end of a future quarter
      than it was at July 1, 2000, the Company would recognize such expense.

7.    Subsequent Event:

      Effective March 1, 2001, the Company sold working interests totalling an
      aggregate 7.5 percent working interest in the Paradox Project to three
      related parties, including ST (a 3 percent interest), Moore Energy
      (a 3 percent interest), and Shoreline (a 1.5 percent interest), for
      $150,000. The sale reduced the Company's interest in the Paradox
      Project to 42.5 percent.


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

UNCERTAINTY OF FORWARD-LOOKING INFORMATION

This quarterly report on Form 10-QSB includes statements that are not purely
historical and are "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ from projected results.
Such statements address activities, events or developments that the Company
expects, believes, projects, intends or anticipates will or may occur, including
such matters as anticipated revenues, anticipated expenditures on acreage
acquisitions and operating expenses, anticipated deficit, and consequences of
the Company's inability to raise additional capital. Factors that could cause
actual results to differ materially ("Cautionary Disclosures") include, among
others: general economic conditions, the market price of oil and natural gas,
concentration of the Company's properties in a small area in the Paradox Basin,
the timing and results of the seismic shoot to be conducted under the farmout
agreement, the strength and financial resources of the Company's competitors,
climatic conditions, environmental risks, the


                                       8


<PAGE>


results of financing efforts and regulatory developments. Many of such factors
are beyond the Company's ability to control or predict. All forward-looking
statements included or incorporated by reference in this Form 10-QSB are based
on information available to the Company on the date hereof. Although the Company
believes that the assumptions and expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to have been correct or that the Company will take any actions that may
presently be planned. All forward-looking statements attributable to the Company
or persons acting on its behalf are expressly qualified in their entirety by the
Cautionary Disclosures.

LIQUIDITY AND CAPITAL RESOURCES

During fiscal 1998 the Company revised its strategy of seeking to purchase
producing oil and gas properties and, instead, implemented a strategy centered
on exploration. To help implement its new strategy, the Company entered into an
exploration joint venture and a merger agreement. In conjunction with its merger
with Shoreline Resource Company, Inc., the Company obtained its Paradox Basin
acreage.

Pursuant to the joint venture mentioned above, the Company purchased a once
producing field in North Dakota from a financially distressed entity. The
purchase included seven producing wells, a saltwater disposal well and a total
of 1,300 acres. Subsequently, an additional 1,700 developmental acres were
acquired. However, in order to raise cash to meet its short-term obligations,
the Company sold the property during the quarter ended December 31, 1998.

During the quarter ended June 30, 1999, the Company raised approximately
$785,000 ($767,000 net of offering costs) in a private equity sale. The proceeds
allowed the Company to settle all outstanding payables, and provided funds for
recurring administrative costs and the cost of marketing its Paradox Basin
Project. The proceeds, together with advances totaling $36,200 from the
Company's president, also allowed the Company to meet delay lease rental
obligations (necessary for the Company to maintain ownership of the leases
underlying its Paradox Basin Project) during fiscal 2000 and the first quarter
of fiscal 2001.

As discussed in Note 5 to the Financial Statements, on September 28, 2000, the
Company entered into a Credit Agreement ("the Credit Agreement") with various
related parties ("the Farmees"). The Credit Agreement (as amended) establishes a
revolving line of credit for the Company in an aggregate principal amount not to
exceed $110,000, which will be decreased by the amount of any funds privately
raised by the Company in excess of $100,000 in the 12 months ending September
28, 2001. Amounts borrowed under the Credit Agreement bear interest at the rate
of 8 percent per annum and will be due no later than September 28, 2001.  Of
the $110,000 available under the credit line, $109,000 had been borrowed by the
Company at March 31, 2001.

In addition to the $109,000 borrowed by the Company pursuant to the Credit
Agreement, at March 31, 2001 the Company owed the Farmees $26,509 for advances
made to it for the purpose of making delay lease rental payments.


                                       9


<PAGE>


During March 2001, the Farmees acquired additional acreage totalling $121,000.
While the Company is not obligated to participate in acreage acquisitions made
by the Farmees, the Company plans to participate in such acquisitions and has
recorded a $60,500 liability for such amount on its March 31, 2001 balance
sheet.

The Company had a negative working capital balance of approximately $434,000 at
March 31, 2001. In order to partially address its working capital deficit, on
May 7, 2001 CWYR sold a 7.5 percent working interest in the Paradox Project
(reducing the Company's interest in the Paradox Project to 42.5 percent) to ST
Oil Company (a 3 percent interest), Moore Energy (a 3 percent interest) and
The Shoreline Companies, LLC (a 1.5 percent interest) for $150,000. It is
anticipated that the cash received for the interest will be sufficient to allow
the Company to maintain day-to-day operations through the completion of the
seismic shoot on the Company's Paradox Basin acreage. However, the Company still
has a negative working capital balance of $284,000 after allowing for the
$150,000 in proceeds from the property sale. Further, since the Company has no
revenues, it is anticipated that the deficit will continue to increase.
Accordingly, in order to remedy the working capital deficit and to fund future
expenditures, the Company will need to raise additional capital through a debt
or equity financing, by selling an additional interest in its Paradox Basin
property, (the value of which is contingent upon results of the seismic survey)
and/or by selling rights to the seismic information. If the Company is not
successful in raising additional capital, the Company may have to liquidate on
terms unfavorable to its shareholders.

OPERATIONS. Cash used in operating activities was $144,486 for the nine months
ended March 31, 2001 versus $301,959 for the comparable 2000 period, a decrease
of 52 percent. The decrease was attributed to (i) an increase in accounts
payable by $43,000, (ii) lower current year general and administrative and (iii)
less cash expended on exploration costs by the Company (as the Farmees were
funding exploration costs pursuant to the Farmout Agreement).

INVESTING. During the nine months ended March 31, 2001, the Company was
reimbursed $15,768 by the Farmees for their share of delay lease rentals paid by
the Company from April 1, 2000 through the date of the Farmout Agreement. During
the nine months ended March 31, 2000, the Company expended $19,205 on lease
acquisitions in the Paradox Basin. The Company spent no cash on property
acquisitions during the nine months ended March 31, 2001.

FINANCING. During the nine months ended March 31, 2001, the Company borrowed
$109,000 under the terms of the Credit Agreement entered into as part of the
Farmout Agreement governing the Paradox Basin property. In addition to the
amounts borrowed under the Credit Agreement, an additional $26,509 was advanced
by the Farmees to the Company for the purpose of making delay lease rental
payments. At June 30, 1999 the Company had a subscriptions receivable balance of
$78,500 which was converted to cash during the nine months ended March 31, 2000.


                                       10


<PAGE>


RESULTS OF OPERATIONS

OIL AND GAS OPERATIONS. The Company's producing properties began losing money
during fiscal 1998. For this reason, and due to the Company's lack of liquidity,
all of the Company's producing properties were sold during fiscal 1998 and 1999.

EXPLORATION COSTS. Exploration costs are comprised of delay lease rentals paid
at 100% by the Company during the nine months ended March 31, 2000, and paid at
50% by the Company from the date of the Farmout Agreement through March 31,
2001. Additionally, during the quarter and nine months ended March 31, 2001, the
Company recognized as exploration costs its prorata share of costs incurred by
the Farmees in preparation for the Paradox Basin seismic survey.

For financial reporting purposes, the Company recognizes 50 percent of the
expenses (primarily exploration costs) incurred by the Farmees pursuant to the
Farmout Agreement. The Company reduces its undeveloped acreage cost by the
amount of such expenses recognized in its financial statements until the
Company's cost basis in the undeveloped acreage has been reduced by 50 percent.
Costs under the Farmout Agreement recognized by the Company in excess of 50
percent of the undeveloped acreage cost basis will be credited to additional
paid in capital.

GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense increased
six percent and 50 percent, respectively, for the nine months and quarter ended
March 31, 2001 when compared to the respective year earlier periods. The
increase resulted from the recognition of $74,000 of expense related to the
issuance of equity as compensation. However, general and administrative expense
exclusive of equity issued as compensation expense decreased by 21 percent from
the nine months ended March 31, 2001 to the nine months ended March 31, 2000
(from $276,494 to $218,764) and by 43 percent (from $79,414 to $45,248) for the
quarter ended March 31, 2001 when compared to the same quarter in 2000 due to
lower contract labor cost offset to some extent by higher legal fees.

EFFECTS OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board ("FASB") issued Statements of Financial
Accounting Standards ("SFAS") 133, 137 and 138, all related to Accounting for
Derivative Instruments and Hedging Activities. SFAS 133, as amended, established
new accounting and reporting standards for derivative instruments and for
hedging activities. This statement requires an entity to establish at the
inception of a hedge, the method it will use for assessing the effectiveness of
the hedging derivative and the measurement approach for determining the
ineffective aspect of the hedge. Those methods must be consistent with the
entity's approach to managing risk.

The Company does not currently engage in hedging transactions and, thus,
believes that these statements will have no material effect on its financial
statements.

Effective July 1, 2000 FASB Interpretation No. 44 (the "Interpretation"),
Accounting for Certain Transactions Involving Stock Compensation, became
effective. Pursuant to the Interpretation provisions, the Company's stock option
plan, which had previously been defined as a "fixed plan", became a "variable
plan" as a result of certain option repricings which occurred between December
15, 1998 and June 30, 2000. Variable plans are subject to the recognition of


                                       11


<PAGE>


"mark-to-market" expense. While the Company did not recognize any mark-to-market
expense during the quarters ended September 30 and December 31, 2000 (since the
quoted prices for the Company's shares at the end of the respective quarters
($.44 and $.41, respectively) were less than the quoted price at July 1, 2000
($.45)), should the share price be higher at the end of a future quarter than it
was at July 1, 2000, the Company would recognize such expense.

PART II

Item 1.  Legal Proceedings.

         None.

Item 2.  Changes in Securities and Use of Proceeds.

         None.

Item 3.  Defaults Upon Senior Securities.

         None.

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

         None.

Item 5.  Other Information.

         None.

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

         (a)   Exhibits

               10.1 Purchase and Sale Agreement, dated effective March 1, 2001,
                    by and between the Company and S T Oil Company

               10.2 Purchase and Sale Agreement, dated effective March 1, 2001,
                    by and between the Company and The Shoreline Companies

               10.3 Purchase and Sale Agreement, dated effective March 1, 2001,
                    by and between the Company and Moore Energy LLC

         (b)   Reports on Form 8-K.

                  None.


                                       12


<PAGE>


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    COLORADO WYOMING RESERVE COMPANY



Dated:  May 21, 2001                By: /s/ KIM M. FUERST
                                       ----------------------------------------
                                        Kim M. Fuerst
                                        President, Chief Executive Officer and
                                        Treasurer
                                        (Principal Executive and Financial
                                         Officer)


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<PAGE>


                                  EXHIBIT INDEX


Exhibit No.       Description
-----------       -----------

10.1              Purchase and Sale Agreement, dated effective March 1, 2001,
                  by and between the Company and S T Oil Company

10.2              Purchase and Sale Agreement, dated effective March 1, 2001,
                  by and between the Company and The Shoreline Companies

10.3              Purchase and Sale Agreement, dated effective March 1, 2001,
                  by and between the Company and Moore Energy LLC


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