UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

For the quarterly period ended           May 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:               001-9872
                       -------------------------------------


                              COLUMBUS ENERGY CORP.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Colorado                                         84-0891713
-------------------------------                         ----------------
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                       Identification No.)

     1660 Lincoln St., Denver, CO                             80264
----------------------------------------                  ----------
(Address of principal executive offices)                  (Zip Code)

                                 (303) 861-5252
              ----------------------------------------------------
              (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

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

           Class                                  Outstanding at July 9, 1999
---------------------------                       ---------------------------
Common stock, $.20 par value                               3,873,058




<PAGE>


                              COLUMBUS ENERGY CORP.

                                      INDEX


                                                                           PAGE

PART I.  FINANCIAL INFORMATION

     Item 1.  Financial Statements

              Consolidated Balance Sheets -
                May 31, 1999 and
                November 30, 1998                                           3

              Consolidated Statements of Operations -
                Three Months and Six Months
                Ended May 31, 1999 and 1998                                 5

              Consolidated Statement of
                Stockholders' Equity -
                Six Months Ended May 31, 1999                               6

              Consolidated Statements of Cash Flows -
                Six Months Ended May 31, 1999
                and 1998                                                    7

              Notes to the Financial Statements                             9

     Item 2.  Management's Discussion and Analysis
                of Financial Condition and
                Results of Operations                                      14

PART II.  OTHER INFORMATION

     Item 1.     Legal Proceedings                                         24

     Items 2-3.  Not Applicable

     Item 4.     Submission of Matters to a Vote
                    of Security Holders                                    24

     Item 5.     Not Applicable

     Item 6.     Exhibits and Reports
                   on Form 8-K                                             24

     Signatures                                                            25






                                       2

<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                              COLUMBUS ENERGY CORP.

                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS

                                                     May 31,      November 30,
                                                      1999            1998
                                                  -----------     -----------
                                                  (unaudited)
                                                         (in thousands)

Current assets:
  Cash and cash equivalents                         $    948        $  2,003
  Accounts receivable:
    Joint interest partners                              966           1,570
    Oil and gas sales                                  1,217           1,239
    Allowance for doubtful accounts                     (116)           (116)
  Deferred income taxes (Note 3)                         149             327
  Inventory of oil field equipment,
    at lower of average cost or market                   105              95
  Other                                                  137             106
                                                     -------         -------

        Total current assets                           3,406           5,224
                                                     -------         -------

Deferred income taxes (Note 3)                           241               -

Property and equipment:
  Oil and gas assets, successful efforts
    method (Note 2)                                   37,437          36,039
  Other property and equipment                         1,802           1,804
                                                     -------         -------

                                                      39,239          37,843
  Less:  Accumulated depreciation,
     depletion and amortization
     and valuation allowance                         (20,831)        (19,118)
                                                     -------         -------

        Net property and equipment                    18,408          18,725
                                                     -------         -------

                                                    $ 22,055        $ 23,949
                                                    ========        ========

                                   (continued)



                                       3

<PAGE>


                              COLUMBUS ENERGY CORP.

                    CONSOLIDATED BALANCE SHEETS - (continued)


                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                     May 31,      November 30,
                                                      1999            1998
                                                  -----------     -----------
                                                  (unaudited)
                                                         (in thousands)

Current liabilities:
  Accounts payable                                  $   1,502      $   1,846
  Undistributed oil and gas
   production receipts                                    258            317
  Accrued production and property taxes                   406            677
  Prepayments from joint interest owners                  112            374
  Accrued expenses                                        350            415
  Income taxes payable (Note 3)                            22              2
  Other                                                    36             37
                                                       ------         ------

        Total current liabilities                       2,686          3,668
                                                       ------         ------

Long-term bank debt (Note 2)                            5,500          4,900
Deferred income taxes (Note 3)                              -            117

Commitments and contingent liabilities
    (Notes 4 and 5)

Stockholders' equity:
  Preferred stock authorized 5,000,000
    shares, no par value, none issued                       -              -
  Common stock authorized 20,000,000
    shares of $.20 par value; shares issued
    4,639,625 in 1999, and 4,611,001 in 1998
    (outstanding 3,865,955 in 1999 and
    4,046,552 in 1998)                                    928            922
  Additional paid-in capital                           19,727         19,656
  Retained earnings (accumulated deficit)              (1,647)        (1,440)
                                                       ------         ------
                                                       19,008         19,138
  Less: Treasury stock at cost
          773,670 shares in 1999 and
          564,449 shares in 1998                       (5,139)        (3,874)
                                                       ------         ------
        Total stockholders' equity                     13,869         15,264
                                                       ------         ------
                                                    $  22,055      $  23,949
                                                       ======         ======


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





                                       4

<PAGE>


                              COLUMBUS ENERGY CORP.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               Six Months Ended                    Three Months Ended
                                                                   May 31,                                May 31,
                                                         --------------------------              -----------------------
                                                          1999                1998                1999             1998
                                                          ----                ----                ----             ----
                                                                      (in thousands, except per share data)

<S>                                                      <C>                <C>                  <C>              <C>
Revenues:
  Oil and gas sales                                      $ 4,304            $ 5,618              $ 2,271          $ 2,781
  Operating and management
    services                                                 672                626                  336              318
  Interest and other income                                   47                 77                   20               35
                                                         -------            --------             --------         -------
    Total revenues                                         5,023              6,321                2,627            3,134
                                                         -------            --------             --------         -------

Costs and expenses:
  Lease operating expenses                                   843              1,217                  421              657
  Property and production taxes                              499                541                  255              281
  Operating and management
    services                                                 473                496                  222              225
  General and administrative                                 776                898                  440              611
  Depreciation, depletion and
   amortization                                            1,724              1,890                  834              885
  Impairments                                                503              2,816                  503                -
  Exploration expense                                        344                428                  225              165
  Litigation expense (Note 4)                                 17                  -                   13                -
                                                         --------           --------             --------         -------
    Total costs and expenses                               5,179              8,286                2,913            2,824
                                                         --------           --------             --------         -------

      Operating income (loss)                               (156)            (1,965)                (286)             310
                                                         --------           --------             --------         -------

Other expenses (income):
  Interest                                                   175                114                   91               71
  Other                                                        3                 34                    2                2
                                                         -------            --------             -------          -------
                                                             178                148                   93               73
                                                         -------            --------             --------         -------
    Earnings (loss) before
      income taxes                                          (334)            (2,113)                (379)             237

Provision (benefit) for income
  taxes (Note 3)                                            (127)              (803)                (144)              90
                                                         -------            --------             -------          -------
    Net earnings (loss)                                  $  (207)           $(1,310)             $  (235)         $   147
                                                         =======            ========             =======          =======

Earnings (loss) per share (Note 7):
    Basic                                                $  (.05)           $  (.31)             $  (.06)         $   .03
                                                         =======            ========             =======          =======
    Diluted                                              $  (.05)           $  (.31)             $  (.06)         $   .03
                                                         =======            ========             =======          =======

Average number of common shares and common
  equivalent shares outstanding:
    Basic                                                  3,946              4,244                3,883            4,230
                                                         =======            ========             =======          =======
    Diluted                                                3,946              4,244                3,883            4,294
                                                         =======            ========             =======          =======
</TABLE>

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

                                       5
<PAGE>

                              COLUMBUS ENERGY CORP.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                      For the Six Months Ended May 31, 1999
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                  Retained
                                    Common Stock      Additional  Earnings            Treasury Stock
                               --------------------    Paid-in  (Accumulated        ---------------------
                                 Shares      Amount    Capital    deficit)            Shares      Amount
                               ---------    -------  ---------- ------------        --------     --------
                                                         (dollar amounts in thousands)

<S>                            <C>          <C>       <C>        <C>                 <C>          <C>
Balances,
  December 1, 1998             4,611,001    $   922   $19,656    $(1,440)            564,449      $(3,874)

Exercise of employee
  stock options                   23,320          5        63          -                 855           25
Purchase of shares                     -          -         -          -             228,040       (1,421)
Shares issued for Stock
  Purchase Plan                    5,304          1        34          -              (1,334)           9
Shares issued for
  Incentive Bonus Plan
  and directors' fees                  -          -       (38)         -             (18,340)         122
Tax benefit of stock
  option exercises                     -          -        12          -                   -            -
Net loss                               -          -         -       (207)                  -            -
                               ---------    -------   -------    -------              ------      -------

Balances,
  May 31, 1999                 4,639,625    $   928   $19,727    $(1,647)            773,670      $(5,139)
                              ==========    =======   =======    =======             =======       ======
</TABLE>



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






                                       6
<PAGE>
                              COLUMBUS ENERGY CORP.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                      Six Months Ended May 31,
                                                    ----------------------------
                                                      1999                1998
                                                    --------            --------
                                                           (in thousands)

Net earnings (loss)                                 $   (207)           $(1,310)

Adjustments to reconcile net earnings
  (loss) to net cash provided by
  operating activities:
    Depreciation, depletion, and
      amortization                                     1,724              1,890
    Impairments                                          503              2,816
    Deferred income tax provision (benefit)             (168)              (845)
    Exploration expense, noncash portion                  80                  -
    Other                                                 84                221
Net change in operating assets and
  liabilities                                           (726)               948
                                                    --------            -------
        Net cash provided by
          operating activities                         1,290              3,720
                                                    --------            -------

Cash flows from investing activities:
  Additions to oil and gas properties                 (1,641)            (4,540)
  Additions to other assets                              (11)               (15)
                                                    --------            -------
        Net cash used in
          investing activities                        (1,652)            (4,555)
                                                    --------            -------

Cash flows from financing activities:
  Proceeds from long-term debt                           900              1,800
  Reduction in long-term debt                           (300)              (600)
  Proceeds from issuance of
    common stock                                         128                258
  Purchase of treasury stock                          (1,421)            (1,093)
  Other                                                    -                 (2)
                                                      ------            -------
      Net cash provided by (used in)
        financing activities                            (693)               363

Net decrease in cash and
  cash equivalents                                    (1,055)              (472)
Cash and cash equivalents at
  beginning of period                                  2,003              1,857
                                                      ------            -------
Cash and cash equivalents at
  end of period                                      $   948           $  1,385
                                                      ======            =======


                                   (continued)



                                       7
<PAGE>


                              COLUMBUS ENERGY CORP.

               CONSOLIDATED STATEMENTS OF CASH FLOWS - (continued)
                                   (Unaudited)


                                                      Six Months Ended May 31,
                                                    ----------------------------
                                                      1999                1998
                                                    --------            --------
                                                           (in thousands)

Supplemental disclosure of cash flow information:
    Cash paid during the period for:
      Interest                                       $   174           $    111
                                                      ======            =======
      Income taxes, net of refunds                   $    21           $     66
                                                      ======            =======

Supplemental disclosure of non-cash investing
  and financing activities:
    Non-cash compensation expense
      related to common stock                        $    81           $    142
                                                      ======            =======































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


                                       8
<PAGE>


                              COLUMBUS ENERGY CORP.

                        NOTES TO THE FINANCIAL STATEMENTS
                                   (Unaudited)


(1)  BASIS OF PRESENTATION

         The accompanying consolidated financial statements include the accounts
of  Columbus  Energy  Corp.  ("Columbus")  and  its  wholly-owned  subsidiaries,
Columbus Gas Services,  Inc.  ("CGSI") and Columbus Texas, Inc.  ("Texas").  All
significant  intercompany  balances have been eliminated in  consolidation.  The
term "Company" as used herein includes Columbus and its subsidiaries.

          The  consolidated  financial  statements  of  the  Company  have  been
prepared in accordance with generally accepted accounting principles and require
the  use  of  management's  estimates.  The  financial  statements  contain  all
adjustments (consisting only of normal recurring accruals) which, in the opinion
of  management,  are necessary to present  fairly the financial  position of the
Company  as of May 31,  1999 and  November  30,  1998,  and the  results  of its
operations and cash flows for the periods  presented.  The results of operations
for such  interim  periods  are not  necessarily  indicative  of  results  to be
expected for the full year.

          The accounting  policies followed by the Company are set forth in Note
2 to the  Company's  consolidated  financial  statements in the Annual Report on
Form 10-K for the year ended November 30, 1998.  These  accounting  policies and
other footnote  disclosures  previously made have been omitted in this report so
long as the interim information presented is not misleading.  The effective date
for the Statement of Financial  Accounting  Standards No. 133,  "Accounting  for
Derivative  Instruments  and Hedging  Activities,"  has been postponed to fiscal
years  beginning  after June 15, 2000.  The Company must apply this  standard no
later than its fiscal year ending November 30, 2001.  These quarterly  financial
statements  should  be read  in  conjunction  with  the  consolidated  financial
statements and notes included in the 1998 Form 10-K.

(2)  LONG-TERM DEBT

     The Company has a credit agreement with Norwest Bank Denver,  N.A. ("Bank")
that was amended on May 12, 1999 to extend the revolving  period to July 1, 2001
when it entirely converts to an amortizing term loan which matures July 1, 2005.
The  credit is  collateralized  by a first lien on oil and gas  properties.  The
interest rate options are the Bank's prime rate or LIBOR plus 1.50%.






                                       9
<PAGE>


                              COLUMBUS ENERGY CORP.

                 NOTES TO THE FINANCIAL STATEMENTS - (continued)
                                   (Unaudited)


     The borrowing  base is limited to  $10,000,000  and subject to  semi-annual
redetermination  for any  increase  or  decrease.  At May 31,  1999  outstanding
borrowings  on the  revolving  line of credit  were  $5,500,000  and the  unused
borrowing base available was  $4,500,000.  A commitment fee of 1/4 of 1% for any
unused portion of the amount which is the difference  between the borrowing base
and the outstanding borrowings is payable quarterly.

(3)  INCOME TAXES

          The provision (benefit) for income taxes consists of the following (in
thousands):

                                                  Six Months Ended May 31,
                                                  ------------------------
                                                     1999          1998
                                                  ---------     ----------
Current:
          Federal                                   $   17       $    4
          State                                         24           38
                                                     -----        -----
                                                        41           42
                                                     -----        -----

Deferred:
          Federal                                     (165)        (814)
          Use of loss carryforwards                      4            3
          State                                         (7)         (34)
                                                     -----        -----
                                                      (168)        (845)

  Total income tax (benefit) expense                $ (127)      $ (803)
                                                    ======       ======





















                                       10
<PAGE>


                              COLUMBUS ENERGY CORP.

                 NOTES TO THE FINANCIAL STATEMENTS - (continued)
                                   (Unaudited)


          During the six months of fiscal 1999, certain tax assets (shown in the
table below) were utilized.  The tax effect of significant temporary differences
representing  deferred tax assets and  liabilities and changes were estimated as
follows (in thousands):
<TABLE>
<CAPTION>

                                                                  Current Year
                                              --------------------------------------------------
                                                               Stock-
                                               Dec. 1,        holders'   Operations/     May 31,
                                                1998          Equity        Other         1999
                                              ---------      --------    ----------      -------
     <S>                                        <C>          <C>          <C>            <C>
     Deferred tax assets:
       Pre-1987 loss carryforwards              $1,124       $     -      $     -        $1,124
       Post-1987 loss carryforwards                540             -            -           540
       Percentage depletion
         carryforwards                           1,478             -            -         1,478
       State income tax loss
         carryforwards                             118             -           (4)          114
       Other                                       329             -           (3)          326
                                               -------        ------       ------        ------
                          Total                  3,589             -           (7)        3,582
          Valuation allowance
            (long-term)                         (1,408)            -            -        (1,408)
                                              --------        ------       ------        ------
                  Deferred tax assets            2,181             -           (7)        2,174
                                              --------        ------       ------        ------

     Tax benefit of stock option
       exercises                                     -            12(a)       (12)            -
                                              --------          ----       ------        ------

     Deferred tax liabilities-
       Depreciation, depletion and
         amortization and other                 (1,971)            -          187        (1,784)
                                              --------          ----       ------        ------
         Net tax asset (liability)            $    210          $ 12      $   168       $   390
                                              ========          ====      =======       =======
------------------
(a)Credited to additional paid-in capital.
</TABLE>


(4)       LITIGATION

          On October 7, 1998,  Columbus was served with a complaint in a lawsuit
styled Maris E. Penn,  Michael  Mattalino,  Bruce Davis, and Benjamin T. Willey,
Jr. vs.  Columbus  Energy  Corp.,  Cause No.  98-44940 in the District  Court of
Harris County, Texas. The plaintiffs claim that Columbus breached the settlement
agreement of their  previous  lawsuit  reached in  September  1994 by failing to
develop  properties  located within the area of mutual interests and to act as a
reasonably  prudent  operator in the  development  of the  property.  Plaintiffs
allege  damages under the contract but no amount is specified.  Columbus  denied
claims and has responded with a First Set of Interrogatories,  First Request for
Production of Documents and Request for Disclosure to Plaintiffs. Columbus filed
Special Exceptions to Plaintiffs'  Original Petition which were sustained by the
Judge who concurred  that those portions of the complaint were not in accordance
with Texas law. The Plaintiffs were given a limited time frame in which to amend



                                       11
<PAGE>


                              COLUMBUS ENERGY CORP.

                 NOTES TO THE FINANCIAL STATEMENTS - (continued)
                                   (Unaudited)


their  petition  with  respect  to those  key  paragraphs  for  which  Columbus'
exceptions were sustained or the case would be dismissed.  Plaintiffs did refile
their petition but included those same  paragraphs and added a section  entitled
"Breach  of  Implied  Covenant  to Develop  the Area of Mutual  Interest"  as an
alternative to their original  Pleadings.  Columbus has  subsequently  filed its
Motion for Summary  Judgment and a ruling thereon is expected  sometime in July.
Trial  date has been set for  November  15,  1999  should  Columbus'  Motion for
Summary Judgment not be granted.  Management believes the Plaintiffs' claims are
without  merit  and an  implausible  construction  of what  was  agreed  upon in
settlement of the previous lawsuit.

(5)       COMMITMENTS AND CONTINGENT LIABILITIES

          When the  Company  uses  natural  gas and  crude  oil  swaps  they are
considered  financial  instruments with off-balance sheet risk which are entered
into in the normal  course of  business  to  partially  reduce its  exposure  to
fluctuations  in the price of crude oil and natural gas.  Those  instruments  do
involve, to varying degrees, elements of market and credit risk in excess of the
amount recognized in the balance sheets. The Company had no natural gas or crude
oil swaps outstanding as of May 31, 1999.

          The  Company  is not  aware  of any  events  of  noncompliance  in its
operations  with  environmental  laws  and  regulations  nor of any  potentially
material  contingencies related thereto.  There is no way management can predict
what future  environmental  control problems may arise. The continually changing
character of environmental regulations and requirements that might be enacted in
future  by  jurisdictional  authorities  in  various  operational  areas  defies
forecasting.

(6)       RELATED PARTY TRANSACTIONS

          CEC Resources  Ltd.  ("Resources")  was a  wholly-owned  subsidiary of
Columbus prior to its divestiture on February 24, 1995.  Reimbursement  has been
made by Resources to Columbus  for  services  provided by Columbus  officers and
employees  for  managing  Resources  in  the  past  which  reduced  general  and
administrative  expense. This reimbursement totaled $32,000 and $123,000 for the
six months of 1999 and 1998,  respectively.  Effective  on March 31,  1999,  the
agreement  to continue  furnishing  those  services was  terminated  by Columbus
following the 90 day prior notice period as provided.





                                      12
<PAGE>


                              COLUMBUS ENERGY CORP.

                 NOTES TO THE FINANCIAL STATEMENTS - (continued)
                                   (Unaudited)


(7)       EARNINGS PER SHARE

          The following  table  provides a  reconciliation  of basic and diluted
earnings per share (EPS):
<TABLE>
<CAPTION>

                                                   Six Months       Three Months
                                                  Ended May 31,     Ended May 31,
                                                ---------------    ---------------
                                                 1999     1998      1999      1998
                                                ------   ------    -----     -----
                                                (in thousands,except per share data)

<S>                                            <C>      <C>        <C>       <C>
Reconciliation of basic and diluted
  EPS share computations:
  Income (loss) available to common
    shareholders - basic and
    diluted EPS (numerator)                    $  (207) $(1,310)   $ (235)   $  147
                                                ======    =====     =====     =====

Shares (denominator):
  Basic EPS                                      3,946    4,244     3,883     4,230
  Effect of dilutive option
    shares                                           -        -         -        64
                                                ------    -----     -----    -----
  Diluted EPS                                    3,946    4,244     3,883    4,294
                                                ======    =====     =====    =====

Per share amount:
  Basic EPS                                    $  (.05)   $ (.31)  $ (.06)  $  .03
                                                ======     =====    =====    =====
  Diluted EPS                                  $  (.05)   $ (.31)  $ (.06)  $  .03
                                                ======     =====    =====    =====

Number of shares (in  thousands)
  not included in basic EPS that would
  have been antidilutive  because  exercise
  price of options was greater than the
  average market price of the common shares        460       138      532      138
                                                ======     =====    =====    =====
</TABLE>

          Historical average number of shares outstanding and earnings per share
have been  adjusted  for the 10%  stock  dividend  distributed  March 9, 1998 to
shareholders of record as of February 23, 1998.











                                       13
<PAGE>


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

          The following summarizes the Company's financial condition and results
of operations and should be read in conjunction with the consolidated  financial
statements and related notes.

Liquidity and Capital Resources

          Second  quarter 1999 oil and gas sales  improved  over recent  periods
when dismal  crude oil prices  prevailed  and  natural  gas prices were  weaker.
Average  worldwide and domestic crude oil prices improved  significantly  as the
latest quarter  progressed which led to the recent  resumption of operations for
several  shut-in oil wells which had  adversely  affected  crude oil  production
since latter 1998. Also,  limited  improvement in the Company's  average natural
gas prices  appeared late in the quarter but were still lower than 1998's second
quarter. This fact, coupled with lower production, was primarily responsible for
the current quarter's cash flow being lower than last year's similar period. The
net loss for second  quarter 1999 was  $235,000,  or $0.06 per share  because of
lower oil and gas sales and a non-cash  impairment expense of $503,000 ($312,000
after  income  taxes,  or $0.08 per share).  This  compares  with 1998's  second
quarter net earnings of $147,000, or $0.03 per share,

          Stockholders'  equity  as of  the  end  of  1999's  first  six  months
decreased to  $13,869,000  from  $15,264,000  at November 30, 1998 while working
capital  was down to  $720,000  from  $1,556,000.  The  latter  resulted  from a
combination  of  additional  purchases  of  treasury  shares  and  additions  to
properties  which  exceeded cash  provided by operating  activities by an amount
greater than the $600,000 increase in long term bank debt since fiscal year end.

          Management expects that cash flow for the whole year will provide more
than sufficient funds for fiscal 1999's planned capital  expenditure  program of
approximately $4,000,000. This program will be concentrated on developing proved
undeveloped  natural gas  reserves and funding an onshore  exploratory  drilling
program in the lower Texas Gulf Coast area while  concentrating  on our existing
El Squared  prospect  leaseholds.  The unused  portion of the  $10,000,000  bank
credit facility has primarily in the past been earmarked for acquisitions of oil
and gas properties,  but could be used for any corporate purpose. We expect some
unused portion of the bank line to be available if unforeseen additional capital
expenditure  requirements arise during the last half of 1999 because exploratory
drilling  activities yield  outstanding  successes  necessitating an accelerated
development drilling program in order to retain leaseholds.






                                       14
<PAGE>


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (Continued)


          Net cash provided by operating activities was $1,290,000 for the first
six months of 1999,  which  compares  with  $3,720,000  for the same period last
year. This cash flow,  coupled with use of the Company's  credit  facility,  has
provided liquidity to fund all drilling capital expenditures as well as treasury
share repurchases thus far in 1999.

          As disclosed in the past,  management  places greater reliance upon an
important  alternative method of computing cash flow which is generally known as
Discretionary  Cash  Flow  ("DCF").  DCF  is not in  accordance  with  generally
accepted accounting  principles ("GAAP") but is commonly used in the industry as
this method calculates cash flow before  considering  working capital changes or
deduction of exploration expenses since the latter can be increased or decreased
at management's discretion. DCF is often used by successful efforts companies to
compare their cash flow results with those  independent  energy  companies using
the full cost accounting method where  exploration  expenses are capitalized and
do not immediately  adversely affect either operating cash flow or net earnings.
Columbus'  DCF for the first six  months  of 1999 was  $2,280,000  down 29% from
1998's similar period which was $3,200,000. Second quarter DCF was $1,216,000 in
1999 compared to $1,466,000 in 1998. As previously indicated,  this decrease was
primarily  attributable  to lower  crude oil and  natural  gas  prices but daily
production  stated in Mcf equivalent was also down 11% compared with last year's
similar period.  DCF is calculated  without any debt retirement being considered
but in  Columbus'  case this does not matter as current  bank debt  requires  no
principal  payments before August 1, 2001 and interest expense has been deducted
before arriving at DCF.

          Management  notes in each of its public filings and reports its strong
exception  to the  Statement  of  Financial  Accounting  Standards  No. 95 as it
applies to Columbus.  Because it directs that  operating  cash flow must only be
determined after  consideration of working capital changes,  management believes
such a  requirement  by GAAP ignores  entirely the  significant  impact that the
timing of income  received for, and expenses  incurred on behalf of, third party
owners  in  properties  may  have  on  working  capital.  This  is  particularly
significant  where  Columbus  owns  only a  small  working  interest  but is the
operator.

          Neither DCF nor operating cash flow before working capital changes may
be substituted  for net income or for cash available from  operations as defined
by GAAP.  Furthermore,  currently reported cash flows,  however defined, are not
necessarily  indicative that there will be sufficient  funds for all future cash
requirements.  For the first six  months of 1999,  GAAP cash flow was lower than
DCF but just the opposite has been true in several prior quarters.

                                       15
<PAGE>


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (Continued)


          At the present time,  the Company has no hedges of either crude oil or
natural  gas  prices  similar  to those  swaps  it  negotiated  in prior  years.
Therefore,  the Company's  current oil and gas revenues are fully exposed to the
risk of declining  prices such as occurred  during most of fiscal 1998 and first
four months of fiscal  1999.  However,  the Company has been able to realize the
full benefit of price  increases that began to occur later in the second quarter
1999 because no swaps were in place.  Subsequent to the end of the quarter, both
crude oil and natural gas prices have continued their improvement.

          Columbus had  outstanding  borrowings of $5,500,000 as of May 31, 1999
against its $10,000,000  line of credit with Norwest Bank Denver,  N.A. which is
collateralized  by oil and gas  properties.  On that  same date the ratio of net
long-term debt (debt less working capital) to shareholders'  equity was 0.34 and
to total  assets was 0.22.  Outstanding  long term debt  utilized a LIBOR option
with an  average  interest  rate of 6.4%.  Subsequent  to the end of the  second
quarter,  Columbus  has drawn down an  additional  $200,000  to pay for its 1999
capital  expenditure  program.  The net increase (or decrease) of long-term debt
directly  affects  cash flows from  financing  activities  as do the purchase of
treasury shares or the proceeds from the exercise of stock options.

          Working  capital at May 31, 1999 declined to $720,000 from  $1,556,000
at November 30, 1998 for reasons discussed  earlier.  Actual six month's capital
expenditures  related  to 1999  were  $1,964,000  for  additions  to oil and gas
properties  and  $1,421,000  for  the  purchase  of  228,040   treasury   shares
($6.21/share)   both  of  which   affected   working   capital.   However,   the
aforementioned 1999 actual capital  expenditures differ from the amount shown in
the  consolidated  Statement  of Cash Flows  because  the  capital  expenditures
include costs which had been  incurred  during 1999 but had not yet been paid by
the end of the second quarter.

          Management has for several years been  authorized from time to time by
the Board of Directors to repurchase its common shares from the market in blocks
subject to price  limitations.  During February and May 1999,  authorizations to
purchase  100,000 and 50,000 shares at prices not to exceed $6.00 per share were
added to previous unfilled  approvals.  During June and to date in July 1999, no
additional shares have been acquired which leaves approximately 46,000 shares of
the May 1999 authorization yet to be purchased.








                                       16
<PAGE>


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (Continued)


RESULTS OF OPERATIONS

          During 1999's second quarter, lower oil and gas sales were responsible
for gross revenues  decreasing by 16% and for operating  income being reduced to
$217,000 (before  impairment  charges) from $310,000 in 1998. Other  comparisons
for the 1999  quarter  and six month  periods  versus  1998  related  to prices,
production and oil and gas sales appear in tabular form below.

          During 1999's  second  quarter three gross wells (1.47 net WI) drilled
were dry holes and were  plugged.  These  included one (.09 net WI)  development
well in Harris County,  Texas, one (.385 net WI) exploratory well in Bee County,
Texas and a second  (1.00 net WI)  exploratory  well  which  was an  attempt  to
recomplete a potential  shallow gas zone above 3,000 feet in an abandoned  cased
well in Richland  County,  Montana.  Three wells were in progress at quarter end
including  one upper  Wilcox  wildcat,  the Long #3,  located  in the El Squared
prospect in Bee County, Texas and two development gas wells in the Laredo, Texas
operational area.

     Oil and Gas Revenues and Operating Costs

          The  following  table  shows  comparative  crude oil and  natural  gas
revenues,  sales  volumes,  average prices and  percentage  changes  between the
periods presented as follows:

<TABLE>
<CAPTION>

                                           Second Quarter                           Six Months
                                 ---------------------------------       -------------------------------
                                  1999         1998         Change           1999        1998     Change
                                 ------       ------        ------           ----        ----     ------

<S>                              <C>          <C>           <C>            <C>         <C>         <C>
Natural gas revenues M$          $1,678        2,017        (17)%          $ 3,318*    $ 3,932*    (16)%
Oil revenue M$                   $  593       $  764        (22)%          $   986     $ 1,686     (42)%
Natural gas sales volumes:
  Millions of cubic feet (MMCF)     810          856         (5)%            1,686*      1,717*     (2)%
  MCF/day                         8,803        9,303                         9,266       9,436

Oil sales volumes:
  Barrels                        39,402       57,570        (32)%           77,347     117,239     (34)%
  Barrels/day                       428          626                           425         644

Average price received:
  Natural gas - $/MCF            $ 2.07       $ 2.36        (12)%           $ 1.97      $ 2.29     (14)%
  Oil - $/BBL                    $15.05       $13.27         13 %           $12.75      $14.38     (11)%
</TABLE>

*These  sales  volumes  should not be confused  with actual  production  for the
period. Six month's sales volumes and revenues include adjustments consisting of
a  reduction  of 15 MMCF and  $33,000  for 1999 and an  increase  of 38 MMCF and
$68,000 for 1998.









                                       17
<PAGE>


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (Continued)


          Natural  gas  revenues  decreased  17% in the  second  quarter of 1999
versus 1998 because prices and sales volumes were both lower. Average gas prices
were  depressed  due to a warm winter and a high level  inventory of storage gas
available.  Similarly, comparable quarters showed 5% lower sales volumes in 1999
due to production  declines and down time for additional  completion  efforts at
the  Long  #1 and #2  wells  in  Bee  County,  Texas.  A  reversionary  interest
settlement  was reached  during  1999's first  quarter and created a retroactive
adjustment  to both sales and  production  at the Syphrett  Heirs #1 in Chambers
County,  Texas of 15,000 MCF of gas and $33,000 in revenues  which also affected
the six month's results  adversely.  The opposite  situation  occurred in 1998's
first  quarter  when  there was an upward  adjustment  of 38,000  MCF of gas and
$68,000  that  increased  first  quarter  and first  half  results  because of a
reversion in a well which benefited  Columbus so that actual  production for the
1999 first half exceeded that of 1998 despite the contrary  sales  results.  For
the 1999 six month  period,  natural gas revenues  declined 16% which was mostly
the result of a 14% decrease in average prices for reasons previously described.

          Oil revenues for 1999's second quarter were lower by 22% than the 1998
quarter  because  sales  volumes were 32% lower and prices rose only by 13%. Oil
production  declined due to shut-in wells plus no drilling  activity.  Crude oil
prices,  which had been depressed for over a year,  began to move upwards as the
second  quarter  progressed  but  arrived  too late and too little to help much.
Similar  reasons apply to comparative  six month's results for both revenues and
volumes  which were lower by 42% and 34%,  respectively,  while crude oil prices
were 11% lower during 1999's first half.

          Columbus'  1999 second  quarter  sales volumes of natural gas averaged
8,803 Mcfd while oil and liquids  production  were 434  barrels  per day.  These
equate to an  average  daily  sales  volumes  of 11,407  MCF  equivalent  (Mcfe)
compared to 1998's second quarter rate of 13,101 Mcfe. This was  attributable to
the aforementioned curtailment and decline of oil production coupled with normal
decline and downtime due to fracture  stimulation of the Long #2. Also, the Long
#1 experienced a reduction in flow rate caused  inexplicably by merely a shut-in
of the well for fairly  short  periods on three  separate  occasions.  A special
treatment  designed to alleviate  swelling  clays in the sand was apparently not
very successful.  For the six month's periods,  average daily sales volumes were
11,849 Mcfe in 1999 versus 13,345 Mcfe in 1998. These period rates were affected
by the aforementioned  downward and upward retroactive  adjustments in the first
quarters  of each year in  addition  to the  reasons  described  for the  second
quarters.




                                       18
<PAGE>


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (Continued)

          Lease  operating  expenses for the second  quarter and first half were
much lower than in 1998.  Expensive  workovers and  replacements of downhole and
surface  equipment  on older  wells had  occurred  during the second  quarter of
fiscal 1998 while  several of those older wells were  shut-in  this year.  Lease
operating  costs on a Mcfe  basis  were  $0.40  in the  second  quarter  of 1999
compared to $0.55 in the same period of 1998.  Second quarter operating costs as
a percentage  of revenues  were down to 19% in 1999 as a result of those reduced
costs versus 24% in 1998 when better prices and higher oil production  generated
higher  revenues.  For the six month's  periods lease operating costs were $0.39
per  Mcfe in 1999 and  $0.50  in 1998.  Six  month  lease  operating  costs as a
percentage of revenues were 20% in 1999 and 22% in 1998.

          Production and property taxes approximated 12% of revenues in 1999 and
10% in 1998. These vary based on Texas' percentage share of the total production
where oil tax rates are lower than gas tax rates.  The relationship of taxes and
revenue  is  not  always   directly   proportional   since  most  of  the  local
jurisdiction's  property  taxes in Texas are based upon reserve  evaluations  as
opposed to revenues received or production rates for a given tax period.

     Operating and Management Services

     This  segment of the  Company's  business is comprised  of  operations  and
services  conducted  on  behalf  of  third  parties  which  includes  compressor
operations and salt water disposal facilities.

          Operating and management services gross profit was as follows:

                                                      1999              1998
                                                      ----              ----

                 Second quarter                     $114,000          $ 93,000
                 Six months                         $199,000          $130,000

First  half of 1998's  operations  included  unusually  high  workover  expenses
required to clean out sand from the well bore of a salt water  disposal  well in
Texas while 1999's costs included sizable compressor repairs.  Revenues improved
during 1999 as the number of  operated  wells  increased  along with an increase
from 50% to 100%  ownership  interest  in four  compressors  operating  in South
Texas.

          Interest Income

          Interest income is earned primarily from short-term  investments whose
rates  fluctuate with changes in the commercial  paper rates and the prime rate.
Interest income  decreased in the second quarter of 1999 to $19,000 from $35,000
in 1998's second quarter  primarily as a result of a lower amount of investments
and lower short-term interest rates.


                                       19
<PAGE>


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (Continued)


     General and Administrative Expenses

          General and  administrative  expenses are considered to be those which
relate to the direct costs of the Company which do not originate  from operation
of properties  or providing of services.  Corporate  expense  represents a major
part of this category.

          The Company's general and administrative expenses were as follows:
                                                      1999              1998
                                                   ---------         ---------
                 Second quarter                    $440,000          $611,000
                 Six months                        $776,000          $898,000

Second  quarter  of 1999's  expenses  were less than last year due to a material
reduction in incentive bonuses, which are discretionary and related to Company's
performance  during the prior year. These totaled $80,000 ($58,000  non-cash) in
May 1999 compared to $273,000  ($153,000  non-cash) in May 1998.  The previously
disclosed  total  phase  out of  reimbursement  for  services  provided  for the
management  of  Resources  occurred  during  the  second  quarter  of 1999 which
effectively  increased costs by that amount.  Reimbursement  of $10,000 for 1999
compares with $64,000 during 1998's second quarter while six month's comparisons
were $32,000 for 1999 and $123,000 for 1998.  Also, 1999 expenses were up due to
salary increases which were granted  effective  December 1, 1998 for non-officer
employees  and May 1,  1998  for  officers.  Higher  medical  claims  under  the
Company's  self-insured  plan plus increased office rent raised costs for 1999's
second quarter and first half.

     Depreciation, Depletion and Amortization

     Depreciation,  depletion  and  amortization  of  oil  and  gas  assets  are
calculated  based upon the units of production for the period compared to proved
reserves of each  successful  efforts  property  pool.  This expense is not only
directly  related to the level of  production,  but is also  dependent upon past
costs to find,  develop,  and recover related reserves in each of the cost pools
or fields.  Depreciation  and  amortization  of office  equipment  and  computer
software is also included in the total charge.

          Charges for this expense item  decreased from 1998's second quarter as
a result of decreased production and despite additional development expenditures
in the intervening period.  Impairment writedowns in 1998 contributed to a small
reduction in the  depletion  rate per Mcfe for 1999's first  quarter of $.76 per
Mcfe. The 1999 second quarter depletion rate of $.77 per Mcfe compares with $.71
per Mcfe for the like period of fiscal 1998 and $.77 per Mcfe for all of 1998.


                                       20
<PAGE>


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (Continued)


     Exploration Expense

          In general,  the  exploration  expense  category  includes the cost of
Company-wide   efforts  to  acquire  and  explore  new  prospective  areas.  The
successful  efforts  method of accounting  for oil and gas  properties  requires
expensing  the costs of  unsuccessful  exploratory  wells  including  associated
leaseholds.  Other  exploratory  charges such as seismic and geologic costs must
also be  immediately  expensed  regardless  of whether a prospect is  ultimately
proved to be  successful.  Exploration  charges of  $225,000  for 1999's  second
quarter were up from 1998's  $165,000.  In 1999 a total of $160,000 was expensed
for  participation  in two  shallow  exploratory  dry holes  during  the  second
quarter.  During 1998's quarter and six month periods,  expenses of $165,000 and
$428,000 included charges for 3-D seismic and an exploratory dry hole drilled in
Montana.

          Whenever a company  reporting  under the successful  efforts method of
accounting is involved in an exploratory  program that  represents a significant
part of its budget,  it  subjects  itself to the risks that net  earnings  for a
given quarter or a year may be severely negatively impacted by those exploratory
costs. With the numerous exploratory well bores involved at Columbus' El Squared
Prospect that are required to properly  evaluate the various fault blocks and/or
potential  producing  horizons,  shareholders  should  be  forewarned  that  net
earnings  and  GAAP  cash  flow  may not be  indicative  of the  success  of the
Company's operational activity. Management believes shareholders should continue
to place more emphasis on  Discretionary  Cash Flows for the year and not try to
compare our results with other  company's net earnings or cash flows who use the
full cost accounting method and capitalize their exploratory costs.

          Impairments

          At the end of 1999's second quarter,  a pre-tax,  non-cash  impairment
loss of $503,000 was recorded.  The  improvement in crude oil prices  previously
discussed was insufficient to justify restoration of proved undeveloped reserves
in one of the  Williston  Basin's  cost pools  because the return on  investment
would be  unsatisfactory.  When  crude  oil  prices  in that  area may reach and
maintain  $20 per  barrel  cannot be  forecasted  with any  accuracy,  so it was
determined  to defer  restoration  of  undeveloped  reserves and  recognize  the
shortfall of $253,000  between  remaining book value of the pool and the current
fair market value of its reserves as a charge.  Elsewhere,  an unexpected influx
of water in natural gas wells in the shallow Heidi property in Jim Wells County,
Texas brought on premature abandonment of producing zones and associated natural
gas reserves which generated a pre-tax, non-cash impairment of $250,000.


                                       21
<PAGE>


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (Continued)


          A non-cash impairment loss of $2,816,000 in the first quarter 1998 was
primarily  generated  by low crude oil prices  and to a  Louisiana  well's  poor
performance.  Those  low  prices  caused  a write  down in  both  developed  and
undeveloped  oil  reserve  quantities  as well as a reduction  in the  remaining
carrying value of several of the successful  efforts pools when the  unamortized
costs suddenly exceeded a newly calculated  undiscounted  future net cash flows.
Certain of the property pools were written down to an estimated fair value based
on an  assumption  that the average  future  crude oil price would be $18.75 per
barrel  over the  remaining  life of those  pools.  An  additional  $400,000  of
impairments were also provided for probable loss in value of undeveloped acreage
holdings (unproved  properties)  located primarily in Louisiana plus $56,000 was
expensed  for an expired  lease.  No  impairment  was  necessary  for the second
quarter of 1998.

         Interest Expense

         Interest expense varies in direct proportion to the amount of bank debt
and the  level  of  bank  interest  rates.  The  average  amount  of  bank  debt
outstanding  has been higher  during  1999's first and second  quarters  than in
1998.  The average bank  interest  rate paid this latest  quarter was 6.4% which
compares to 7.2% in 1998. For the six month periods average  interest rates were
6.6% in 1999 and 7.2% in 1998.

          Income Taxes

          During the six  months  quarter of 1999,  the net  deferred  tax asset
increased to $390,000.  The asset is comprised of a $149,000 current asset and a
$241,000  long-term  asset. A tax deduction of $12,000 from the benefit of stock
option  exercises has been added to additional  paid-in capital during 1999. The
estimated  increase in deferred tax assets was  $168,000  during the six months.
The valuation  allowance has remained  unchanged thus far in 1999. The effective
tax rate for 1999 is 38%. See Note 3 to the  consolidated  financial  statements
for further explanation of income taxes.

          Impact of the Year 2000  issue.

         The Year 2000 issue is the result of computer  programs  being  written
using two digits rather than four, or other  methods,  to define the  applicable
year. Computer programs that have  date-sensitive  software may recognize a date
using  "00" as the year 1900  rather  than the year  2000 and could  result in a
system failure or  miscalculations  causing  disruptions of operations such as a
temporary  inability  to process  transactions,  transmit  invoices or engage in
similar normal business activities.




                                       22
<PAGE>


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (Continued)


          The Company  upgraded its major system computer  software in 1997 to a
new release of a major software  vendor that the vendor  represents is compliant
with the year 2000.  Columbus  has  started  its review of other less  important
systems as well as its significant  suppliers,  purchasers,  and transporters of
oil and gas to  determine  the  extent  to  which  the  Company  might  still be
vulnerable to other failures and what the impact might be on its operations.

          The  Company's  interest in wells  operated by other  companies is not
considered to be as important but management is attempting to determine if those
companies  are ready for the year 2000.  The Company uses  outside  services for
payroll  and medical  benefits  processing  and those  companies  have  provided
updates  to their  software  that they  represent  is year 2000  compliant.  The
Company is also somewhat  dependent  upon personal  computers as well as certain
spreadsheet  and word  processing  software  programs which may not be year 2000
compliant  at  present.  Evaluations  will be made to  establish  which of those
systems are critical and need to be remedied by September 30, 1999.

          The Company also relies on non-information technology systems, such as
office telephones,  facsimile machines, air conditioning,  heating and elevators
in its leased office space,  which may have  embedded  technology  such as micro
controllers and are generally outside of its control to assess or remedy.  These
might adversely impact the Company's business but in management's  opinion would
not create a material disruption.

          As previously  disclosed,  the major system computer  software upgrade
performed in 1997 cost  $16,000.  Management  expects that this  represents  the
majority of the costs,  including  replacement of any non-compliant  information
technology  system,  required  to meet its goal of being  year  2000  ready  for
mission-critical  systems. The Company does not believe that any loss of revenue
will occur as a result of the year 2000  problem  but  regardless  of efforts to
identify and remedy such  problems,  there could be year 2000  related  failures
that cause some  disruption to the Company's  operations or temporary  delays in
processing  certain data.  The Company has not  established  a contingency  plan
should year 2000 failures occur and has not determined if it will in fact create
a contingency plan.

          Statement Pursuant to Safe Harbor Provision of the Private
          Securities Litigation Reform Act of 1995

          This report may contain certain "forward-looking statements" that have
been based on imprecise  assumptions  with regard to  production  levels,  price
realizations,  and  expenditures for exploration and development and anticipated
results therefrom.

                                       23
<PAGE>


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (Continued)


Such statements are subject to risks and  uncertainties  that could cause actual
results  to differ  materially  from those  expressed  herein or implied by such
statements.


                           PART II - OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS

          Management  is  unaware  of  any  asserted  or  unasserted  claims  or
assessments  against the Company  which would  materially  affect the  Company's
future financial position or results of operations.

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          Annual meeting held May 6, 1999 in Denver, Colorado for the purpose of
electing  members  of the  board of  directors.  Proxies  for the  meeting  were
solicited  pursuant to Section 14(a) of the Securities  Exchange Act of 1934 and
there was no solicitation in opposition to management's solicitations.

          All of management's nominees for three Class II directors as listed in
the proxy statement were elected with the following vote:

                                                                Shares
                                              Shares         Abstaining
  Nominee                   Shares For       Against         or Withheld
  --------                  ----------       -------         -----------
Clarence H. Brown           3,700,195         1,065             4,475
J. Samuel Butler            3,669,411        31,849             4,475
Jerol M. Sonosky            3,669,411        31,849             4,475

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

              (a)  Exhibits

                   10.1 - Third  Amendment  of Credit  Agreement dated
                          May 12,  1999 between  Columbus Energy Corp.
                          and Norwest Bank Colorado, National Association.

                    27   -  Financial data schedule - May 31, 1999.

             (b)    Reports on Form 8-K

                    Report  dated  May  5,  1999  amending   Corporate
                    By-Laws to reduce the number of directors from six
                    to five, effective May 5, 1999.



<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                                 COLUMBUS ENERGY CORP.
                                                 ---------------------
                                                     (Registrant)



DATE:       July 12, 1999              /s/ Harry A. Trueblood, Jr.
     -----------------------------     ---------------------------
                                       Harry A. Trueblood, Jr.
                                       Chairman, President and
                                       Chief Executive Officer
                                       (a duly authorized officer)



DATE:       July 12, 1999              /s/ Ronald H. Beck
     -----------------------------     ---------------------------
                                       Ronald H. Beck
                                       Vice President
                                       (Chief Accounting Officer)



















                                       25
<PAGE>

                                                      Commission File No. 1-9872



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549





                                    EXHIBITS

                                       TO

                                    FORM 10-Q



                                QUARTERLY REPORT

                         PURSUANT TO SECTION 13 OR 15(d)

                                       OF

                       THE SECURITIES EXCHANGE ACT OF 1934

                       FOR THE QUARTER ENDED MAY 31, 1999















                              COLUMBUS ENERGY CORP.
                           (Exact Name of Registrant)

                               1660 Lincoln Street
                             Denver, Colorado 80264
                     (Address of Principal Executive Office)