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


                       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 DECEMBER 31, 1998

                           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  |_|      No |X|

There were 2,491,694 shares of the Registrant's $.01 par value common stock
outstanding as of February 22, 1999.

Transitional Small Business Disclosure:         Yes  |_|      No |X|


<PAGE>
<TABLE>
<CAPTION>
                        COLORADO WYOMING RESERVE COMPANY
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)


                                                    DECEMBER 31,     JUNE 30,
                                                        1998           1998
                                                  ---------------  ------------
<S>                                               <C>             <C>          
CURRENT ASSETS:
   Cash and cash equivalents                      $      3,191    $        --
   Trade accounts receivable                             3,126          3,593
                                                  -------------   ------------
                                                         6,317          3,593

   Assets held for sale                                     --         10,000
   Prepaid expenses                                      3,224          5,686
                                                  -------------   ------------
         Total current assets                            9,541         19,279

PROPERTY AND EQUIPMENT:
   Unproved oil and gas properties                     568,790        653,250
   Proved oil and gas properties                            --         64,460
   Other property and equipment                         11,292         13,645
                                                  -------------   ------------
                                                       580,082        731,355

Less accumulated depreciation, other 
property and equipment                                  (8,521)        (6,383)
                                                  -------------   ------------
     Net property and equipment                        571,561        724,972
                                                  -------------   ------------
                                                  $    581,102    $   744,251
                                                  =============   ============

CURRENT LIABILITIES:
   Trade accounts payable                         $    116,902    $    67,017
   Bank overdrafts                                          --         19,444
   Notes payable, 6% per annum, maturity date
     of February 15, 1999 (net of unamortized
     discount of $35,000)                               95,000             --
   Other accrued liabilities                            22,819         30,067
   Property remediation                                     --         64,000
   Related party payables                               76,526         46,596
                                                  -------------   ------------
                                                       311,247        227,124

EQUITY
   Common stock, $.01 par value: authorized --                                
     75,000,000 shares; issued and 
     outstanding -- 2,491,694 and 2,467,694
     shares at December 31 and June 30, 1998,
     respectively                                       24,917         24,677
   Additional paid-in capital                        4,538,080      4,283,320
   Warrants                                            148,100             --
   Accumulated deficit                              (4,441,242)    (3,790,870)
                                                  -------------   ------------
                                                       269,855        517,127
                                                  -------------  -------------
                                                  $    581,102    $   744,251
                                                  =============   ============
</TABLE>

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


                                       -2-

<PAGE>
<TABLE>
<CAPTION>
                        COLORADO WYOMING RESERVE COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



                                           THREE MONTHS ENDED            SIX MONTHS ENDED
                                              DECEMBER 31,                 DECEMBER 31,
                                        ------------------------     ------------------------
                                            1998         1997           1998         1997
                                        ------------------------     ------------------------
<S>                                     <C>          <C>            <C>           <C>
Revenues
   Oil and gas sales                    $    4,063   $    7,377     $    9,340    $   22,094
                                        -----------  -----------    -----------   -----------
Total Revenues                               4,063        7,377          9,340        22,094

Expenses
   Operation of producing properties         4,786        7,566         17,302        16,266
   Production taxes                            202          704            533         1,562
   Exploration cost                         12,295          270         22,121           270
   Depreciation, depletion and                                                              
        amortization                         1,069        1,676          2,138         3,903
   General and administrative              298,276      267,972        490,377       434,402
                                        -----------  -----------    -----------   -----------
Total expenses                             316,628      278,188        532,471       456,403
                                        -----------  -----------    -----------   -----------

Operating loss                            (312,565)    (270,811)      (523,131)     (434,309)

OTHER INCOME (EXPENSE)
   Interest expense                        (81,820)          --       (115,412)           --
   Interest income                              --        7,556             --        15,722
   (Loss) gain on sale of assets           (11,829)          --        (11,829)        7,682
                                        -----------  -----------    -----------   -----------
Loss before income taxes                  (406,214)    (263,255)      (650,372)     (410,905)
                                        ===========  ===========    ===========   ===========

Provision for income taxes                      --           --             --            --
                                        -----------  -----------    -----------   -----------
   Net loss                             $ (406,214)  $ (263,255)    $ (650,372)   $ (410,905)
                                        ===========  ===========    ===========   ===========

   Basic and diluted loss per share     $   (0.16)   $   (0.17)     $   (0.26)    $   (0.26)
                                        ===========  ===========    ===========   ===========

   Weighted average common
       shares outstanding                2,491,694    1,595,076      2,489,838     1,595,076
                                        ===========  ===========    ===========   ===========
</TABLE>

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


                                       -3-

<PAGE>
<TABLE>
<CAPTION>
                        COLORADO WYOMING RESERVE COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (UNAUDITED)



                                                        SIX MONTHS ENDED
                                                          DECEMBER 31,
                                                  ---------------------------
                                                       1998           1997
                                                  ------------   ------------
<S>                                               <C>            <C>

Cash flows from operating activities:
Net loss                                          $  (650,372)   $  (410,905)
Adjustments to reconcile net loss to net used
 in operating activities:
   Depletion, depreciation and amortization             2,138          3,903
   Loss (gain) on asset sale                           11,829         (7,682)
   Amortization of note payable discount              113,000             --
   Equity issued as compensation                      231,000        159,000
   Other non-cash compensation                         50,000             --

   Changes in current assets and liabilities:                     
   Receivables                                            467         (3,448)
   Payables                                            53,123         32,527
   Prepaids                                             2,462         (7,231)
                                                  ------------    -----------
Net cash used in operating activities                (186,353)      (233,836)

Cash flows from investing activities:
   Additions to unproved properties                   (28,472)       (26,979)
   Asset purchases                                         --         (2,300)
   Proceeds from asset sales                           63,916         44,682
                                                  ------------    -----------
Net cash provided by investing activities              35,444         15,403

Cash flows from financing activities:
   Notes payable                                       57,692             --
   Sale of warrants                                    72,408             --
   Sale of common stock                                24,000             --
                                                  ------------    -----------
Net cash provided by financing activities             154,100             --
                                                  ------------    -----------

Net increase (decrease) in cash and equivalents         3,191       (218,433)
Cash and equivalents at beginning of period                --        748,459
                                                  ------------    -----------

Cash and equivalents at end of period             $     3,191    $   530,026
                                                  ============   ============
</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 DECEMBER 31, 1998 AND 1997 AND JUNE 30, 1998


(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, 1998
Form 10-KSB.


(2)     PRIVATE FINANCING TRANSACTION

On September 2, 1998, the Company completed a financing transaction with the
James E. Moore Revocable Trust, u/d/t/dated July 28, 1994 (the "Trust"), by
executing a Loan Agreement, dated as of August 25, 1998 (the "Loan Agreement"),
pursuant to which the Trust loaned $120,000 (the "Bridge Loan") to the Company
to be repaid on or before October 31, 1998. In return for the Bridge Loan, the
Company granted the Trust a security interest in its properties located in the
Paradox Basin of southern Utah and a ten-year warrant to purchase up to 180,000
shares of the Company's Common Stock at an exercise price of $1.00 per share. In
addition, Mr. Rafiq A. Sayed was appointed to serve on the Company's Board of
Directors as a designee of the Trust in connection with the Bridge Loan. As of
September 2, 1998, the Trust beneficially owned approximately 9.4 percent of the
Company's Common Stock. However, effective as of November 23, 1998, the Trust
conveyed warrants to purchase up to 150,000 shares of the Company's Common Stock
to various third parties in private transactions, thereby reducing the Trust's
beneficial ownership in the Company to approximately four percent. The repayment
date of the Bridge Loan was subsequently extended to November 30, 1998 in
connection with the North Dakota Agreement (as defined and described in Note 4).

On December 4, 1998, the Trust agreed to extend the repayment date for the
Bridge Loan from November 30, 1998 to January 15, 1999 (the "Second Loan
Extension"). As partial consideration therefore, the Trust received an
additional warrant for the purchase of up to 100,000 shares of Common Stock at a
price per share of the lower of (i) $1,00 or (ii) the lowest price per share of


                                       -5-

<PAGE>

Common Stock or Common Stock equivalent issued by the Company in any offering of
its securities occurring prior to April 1, 1999. As additional consideration for
the Second Loan Extension, the Company agreed (a) to reprice the warrants to
purchase 180,000 shares of Common Stock previously granted to the Trust at $1.00
in accordance with the price described above for the newly-granted warrants; (b)
to reprice certain other options held by a key consultant to the Company from
$1.75 to $1.00 per share; and to appoint Dr. S.M. Aslam Daud as a member of the
Board of Directors.

Effective December 30, 1998, the principal amount of the Bridge Loan was
increased by $10,000 to $130,000 in exchange for a cash payment to the Company
to enable it to meet certain lease rental obligations due January 1, 1999. At
the same time, the repayment due date of January 15, 1999 was further extended
to February 15, 1999 (the "Third Loan Extension") and as consideration therefor,
the Company agreed to issue to the Trust an additional warrant to purchase
50,000 shares of the Company's Common Stock under the same terms and conditions
applicable to the previously-issued warrant, and to extend the expiration of the
warrant exercise price adjustment mechanism for all warrants issued in 
connection with the Bridge Loan, from April 1, 1999 to July 1, 1999.


(3)     COMMITMENTS, CONTINGENCIES AND RELATED PARTY TRANSACTIONS

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 for a fee of $3,000 per month and reimbursement of
certain Trinity hourly personnel charges and third party expenses. The Trinity
Agreement is for a term of one year, continuing thereafter on a month-to-month
basis, terminable upon 60 days written notice by either party. 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 Agreement, 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 Stock at an
exercise price of $1.50 per share.

Effective as of January 1, 1998, the Company entered into an Agreement for
Consulting Services (the "SCI Agreement") with Sayed Consulting, Inc., a Nevada
corporation ("SCI"). Pursuant to the terms of the SCI Agreement, SCI performs
certain investor and public relations functions for the Company for a fee of
$1,000 per month and reimbursement of third party expenses. The SCI Agreement is
for a term of one year, but may be terminated by either party with or without
cause upon 30 days written notice to the other party. On January 30, 1998 in
connection with the SCI Agreement, the Company issued to SCI an option to
purchase up to 200,000 shares of the Company's Common Stock at an exercise price
of $1.75 per share, which options have been repriced as of December 4, 1998 to
$1.00 per share pursuant to the Bridge Loan Extension described above. Coupled
with its prior ownership of the Company's Common Stock, SCI beneficially owns
approximately 11.1 percent of the Company. Waseem A. Sayed owns 100 percent of
SCI and serves 


                                       -6-

<PAGE>

as its President. Mr. Sayed's brother, Rafiq A. Sayed, was appointed as a member
of the Company's Board of Directors effective September 4, 1998. Dr. Syed A. 
Daud, a recently-appointed member of the Board of Directors, serves as Vice 
President of Investor Relations & Communications for SCI.

The Company entered into a Contract Operator Agreement and Operating Agreement,
effective March 13, 1998, with ST Oil Company, a Nevada corporation ("ST"),
pursuant to which ST serves as managing agent and attorney-in-fact for the
Company and as operator of record of the Companies properties located in North
Dakota (the "ST Agreement"). In return for its services, ST is entitled to
receive, at payout, a five percent working interest in the leases and wells.
Mr. Butler owns approximately 52 percent of ST and serves as its President and
Chief Executive Officer. Effective November 1, 1998, however, the ST Agreement
was assigned by the Company to FM Energy, LLC in connection with the North
Dakota Agreement. See Note 4.

The Company entered into an employment contract with Mr. Fuerst on October 1,
1996 pursuant to which Mr. Fuerst receives 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. The contract is
for an initial term of three years commencing October 1, 1996 and 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, if for Cause (as defined in
the contract). The Company's salary obligation to Mr. Fuerst of $10,000 per
month for the months of June through October 1998 was extinguished in connection
with the purchase by FM Energy, LLC (of which Mr. Fuerst owns 50 percent and
serves as co-manager) of the Company's properties located in North Dakota. The
satisfaction of the Company's salary obligation for such months served as
partial consideration for the purchase.


(4)     SALE OF NORTH DAKOTA PROPERTY

Effective as of November 1, 1998, the Company accepted an Offer to Purchase
certain of its properties located in North Dakota (the "North Dakota Agreement")
submitted by FM Energy, LLC ("FM"), a California limited liability company
collectively owned by the Company's President, Kim M. Fuerst, and the Trust.
Pursuant to the North Dakota Agreement, the Company sold its interest in certain
properties located in North Dakota in return for: (a) a cash payment to the
Company of $50,000; (b) extinguishment of the Company's $50,000 obligation to
Kim M. Fuerst as compensation for his services as President of the Company for
the months of June through October 1998; and (c) an extension of the repayment
date for the Bridge Loan from October 31, 1998 to November 30, 1998. The Company
acquired the North Dakota properties during fiscal 1998 for $113,392. See Item 2
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."


                                       -7-

<PAGE>


(5)     SUBSEQUENT EVENT

During February 1999, the Trust agreed to extend the repayment date for the
Bridge Loan until March 15, 1999. The Company currently is attempting to raise
funds in the amount of $1.5 million through a private placement of equity. There
can be no assurance, however, that the Company will be successful in its 
efforts.


(6)     LOSS PER SHARE

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


(7)     RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS

The Financial Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standard ("SFAS") No. 130, REPORTING COMPREHENSIVE INCOME, in June
1997. This statement, which is effective for fiscal years beginning after
December 15, 1997, establishes standards for reporting of comprehensive income
and its components. The Company adopted this statement effective July 1, 1998.
The adoption had no impact on the financial statements.

FASB also issued SFAS No. 131, SEGMENTS OF AN ENTERPRISE AND RELATED
INFORMATION, in June 1997. This statement, which is effective for fiscal years
beginning after December 15, 1997, establishes standards for the way the public
business enterprises report information about operating segments in annual
financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports issued to
shareholders. The Company's business is conducted in a single operating segment.

In June 1998, SFAS No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES, was issued. SFAS No. 133 establishes 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. SFAS
No. 133 is effective for all fiscal quarters of fiscal years beginning after
June 15, 1999. The Company believes that this statement will have no material
effect on the Company's financial statements.


                                       -8-

<PAGE>

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

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 1998, CWYR had a cash balance of approximately $3,000. The
Company currently has no revenues and continues to incur obligations related to
certain general and administrative expense items.

The Company is currently attempting to raise $1.5 million through a private
placement of its common stock. Continued development of the Company's only
significant asset, the Paradox Basin Project (see below), is dependent on the
success of the Company's private offering. Since the Company has negative
operating cash flow, the capital raised must be sufficient to cover day-to-day
operations as well as development of the Paradox Basin Project. Failure to raise
the capital could lead to liquidation of CWYR's assets on terms unfavorable to
the Company, and there can be no assurance that the Company will be successful
in its capital-raising efforts.

During the fiscal year ended June 30, 1997, the Company pursued a strategy of
identifying and acquiring Rocky Mountain natural gas producing properties with
development potential. However, relatively high Rocky Mountain natural gas
prices together with perceptions of a strong future pricing environment, created
a situation that precluded the Company from consummating a producing property
purchase on terms that would allow for an adequate return on the Company's
capital.

Given the preceding, during fiscal 1998 the Company revised its strategy and
entered into an exploration joint venture and a merger agreement. In conjunction
with the merger agreement, the Company amassed a block of exploratory acreage in
the Paradox Basin (Utah). To date, the Company has acquired a total of
approximately 53,000 acres and, subject to financing, could acquire additional
acreage. The project will require 3-D seismic surveys in order to determine if
the acreage is likely to contain hydrocarbons and whether drilling will be
economically feasible. Initially, a 26-square mile seismic shoot would be
conducted. CWYR has undertaken discussions with several seismic companies in an
effort to arrange a financing plan that would provide for the Company's
financial obligation to be conditioned upon successful identification and
definition of a well site(s). Management anticipates that the Company would have
complete access to (although not ownership of) the seismic data.

Pursuant to the joint venture mentioned in the preceding paragraph, 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 have been acquired. However, in order to raise cash for its short term
obligations, the Company sold the property during the quarter ended December 31,
1998.

OPERATIONS. Cash used in operating activities during the six months ended
December 31, 1998 was within 1 percent of the same figure for the six months
ended December 31, 1997. Decreased 1998


                                       -9-

<PAGE>

oil and gas sales, offset somewhat by lower 1998 general and administrative
expense and an increase in the accounts payable balance, resulted in the near
identical results for the periods.

INVESTING. The Company disposed of its remaining producing oil and gas
properties during the six months ended December 31, 1998, resulting in higher
proceeds from asset sales than was realized during the comparable 1997 period.

FINANCING. During the six months ended December 31, 1998, the Company sold
24,000 shares of its common stock at $1 per share and, as described in Note 2 to
the Consolidated Financial Statements, entered into a financing arrangement
resulting in the receipt of $130,000 cash.

RESULTS OF OPERATIONS

OIL AND GAS OPERATIONS. The Company's producing properties were only marginally
profitable in the higher price environment existing during the six months ended
December 31, 1997. As prices fell during 1998, the properties began operating at
a loss. For this reason, and due to the Company's lack of liquidity, all of the
Company's producing properties were sold during the six months ended
December 31, 1998.

EXPLORATION COSTS. Exploration costs incurred during the six months ended
December 31, 1998 represent costs incurred in conjunction with CWYR's Paradox
Basin property (which the Company did not own during the six months ended
December 31, 1997).

GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense included
noncash charges for equity issued as compensation of $231,000 and $159,000
during the six months ended December 31, 1998 and 1997, respectively. For the
respective quarters ended December 31, 1998 and 1997 the figures were $150,000
and $159,000. Exclusive of these charges, general and administrative expense
decreased for the six months ended December 31, 1998 versus the same period in
1997. The decrease resulted from the Company cutting certain administrative
costs during 1998 in an effort to conserve cash. General and administrative
expense exclusive of equity issued as compensation was higher during the quarter
ended December 31, 1998 versus the same quarter in 1997 due primarily to the
fact that certain professional expenses incurred during the quarter ended
September 30, 1997 were not incurred until the second quarter of fiscal 1999.

OTHER. Interest expense during the six months ended December 31, 1998 consisted
of accrued interest on the note payable described in Note 2 to the Consolidated
Financial Statements of approximately $2,400 and amortization of the note
payable discount resulting from the issuance of warrants with the note of
$113,000. The Company had no debt during the six months ended December 31, 1997.
Interest income realized during 1997 derived from the investment of excess cash.
No excess cash was available during the six months ended December 31, 1998.

YEAR 2000. The Company does not anticipate incurring any costs associated with
modifying its computer system to be Year 2000 compatible. The initial design of
the system used to process the Company's accounting data and well operations
information incorporated Year 2000 capability. The


                                      -10-

<PAGE>

Company currently has no electronic data processing systems other than the
accounting and well operations system.

Since the Company currently has no significant field operations it has no
material relationships with third parties. Accordingly, the Company has limited
exposure regarding Year 2000 issues related to third party companies.

EFFECTS OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The FASB issued SFAS No. 130, REPORTING COMPREHENSIVE INCOME, in June 1997. This
statement, which is effective for fiscal years beginning after December 15,
1997, establishes standards for reporting of comprehensive income and its
components. The Company adopted this statement effective July 1, 1998. The
adoption had no impact on the financial statements.

The FASB also issued SFAS No. 131, SEGMENTS OF AN ENTERPRISE AND RELATED
INFORMATION, in June 1997. This statement, which is effective for fiscal years
beginning after December 15, 1997, establishes standards for the way the public
business enterprises report information about operating segments in annual
financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports issued to
shareholders. The Company's business is conducted in a single operating segment.

In June 1998, SFAS No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES, was issued. SFAS No. 133 establishes 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. SFAS
No. 133 is effective for all fiscal quarters of fiscal years beginning after
June 15, 1999. The Company believes that the adoption of this statement will
have no material effect on the Company's financial statements.


                                      -11-

<PAGE>

                                     PART II

Item 1.     Legal Proceedings.

            None.

Item 2.     Changes in Securities.

            None.

Item 3.     Defaults Upon Senior Securities.

            None.

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

            None.

Item 5.     Other Information.

            None.

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

            (a)    Exhibits

                   A list of the Exhibits required by Item 601 of Regulation
                   S-B to be filed as part of this report is set forth in the
                   Index to Exhibits and is incorporated herein by reference.

            (b)    Reports on Form 8-K.

                   None.


                                      -12-

<PAGE>

                                   SIGNATURES

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

                                      COLORADO WYOMING RESERVE COMPANY


Dated:  March 1, 1999                 By:  /S/ KIM M. FUERST
                                         --------------------------------------
                                           Kim M. Fuerst, President


                                      -13-

<PAGE>

                                  EXHIBIT INDEX

3.1     Articles of Incorporation. (a)

3.2     Bylaws. (a)

10.1    Extension, dated as of December 4, 1998, to the Bridge Loan between the
        Company and the Trust. (b)

10.2    Amendment No. 1 to Registration Rights Agreement and Promissory Note,
        dated as of December 4, 1998, between the Company and the Trust. (b)

10.3    Warrant Agreement, dated as of December 4, 1998, between the Company and
        the Trust. (b)

10.4    Offer to Purchase, dated as of November 2, 1998, from FM Energy, LLC to
        the Company. (b)

10.5    Amendment No. 2 to Registration Rights Agreement and Promissory Note, 
        dated as of December 30, 1998, between the Company and the Trust.

10.6    Promissory Note, dated as of December 30, 1998, in original principal 
        amount of $10,000.00, from the Company to the Trust.

10.7    Warrant Agreement, dated as of December 30, 1998, between the Company 
        and the Trust.

27      Financial Data Schedule.

------------------
        (a)    Incorporated by reference to the Company's Form 10-K for the
               fiscal year ended May 31, 1983.

        (b)    Incorporated by reference to the Company's Form 10-KSB for the
               fiscal year ended June 30, 1998.


                                      -14-