SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549

                                 FORM 10-K

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

                For the Fiscal Year Ended February 28, 1999
                       Commission File Number 0-7919

                       WYOMING OIL & MINERALS, INC.

A Wyoming Corporation                             I.R.S. Employer Identification
                                                  Number 83-0217330

                             330 South Center
                                 Suite 419
                           Casper, Wyoming 82601


Registrant's telephone number including area code:          (307) 234-9638

              Securities Registered Pursuant to Section 12(g)

                               COMMON STOCK

     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

     State the aggregate market value of the voting stock held by non-affiliates
of the Registrant (14,364,500 shares).  The aggregate market value shall be
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within 60 days prior
to the date of filing. As of May 31, 1999 (based on $.01 bid, $.050 asked) -
$430,935.

     Indicate the number of shares outstanding of each of the Registrant's
classes of common stock as of the latest practicable date.  May 31, 1999
17,250,000 shares.

DOCUMENTS INCORPORATED BY REFERENCE:    None


Item 1.   Business

     Wyoming Oil & Minerals, Inc. (the Company), a Wyoming Corporation, was
incorporated on February 23, 1973 as Wyoming Coal Corporation.  It was organized
primarily to hold and develop state and fee coal leases and secondarily to
acquire oil and gas properties and explore for, develop and produce oil and gas.
As the Company evolved, its emphasis shifted from holding and developing the
coal leases to acquiring oil and gas leases and production.  Some of the
Company's coal leases have been explored and found not to contain coal deposits
in commercial quantities and been dropped.  As of the date of this report,
the Company's coal properties have all been sold or dropped.  Since oil and gas
sales are now the Company's primary revenue source, its name was changed to
Wyoming Oil & Minerals, Inc. at a shareholders meeting held August 10, 1981 to
more accurately reflect the Company's business.

     Generally, the economic success of the Company depends on its ability to
locate and purchase oil and gas properties or purchase or lease valuable oil and
gas prospects or mineral deposits.  The Company must further operate, sell or
lease these deposits or prospects to others at a profit or develop the
properties itself or in conjunction with others.

     To accomplish these goals, the Company will encounter competition from
major oil and mining companies and other independent operators attempting to
acquire prospective oil and gas leases, coal leases, production and other
mineral interest.  These sources of competition may be both large and small
energy oriented companies operation in the states in which the Company does
business or may do business in the future.  Some of these competitors are major
oil and gas and coal companies with substantial reserves and earnings records.
Others are small independents with varying degrees of stability.  Some not only
produce oil and gas, but refine and market petroleum products.  Some produce and
market coal.  The Company may be in a position of competitive disadvantage with
many of these companies in that they have greater sources of capital, technical
and management personnel, research facilities and sources of information.

     Compliance with statutory requirements respecting environmental quality may
necessitate significant capital outlays which may materially effect the earning
power of the Company or may cause material changes in the Company's proposed
business.  In the past fiscal year, the Company expended less than $1,000 to
comply with environmental regulation.  It does not contemplate spending
significant funds incidental to its operation in the present fiscal year to
comply with environmental regulations.

     The Company markets its properties or interest in its properties to others
who will develop them with the Company retaining an economic interest.  The
Company also drills exploratory oil and gas wells by itself and in joint venture
with others.  Additional funds may be needed to engage in these activities and
the Company hopes to finance all or some of its interest in these by having
others pay for the drilling and/or completion of wells in exchange for an
interest in the particular well or prospect.

     The business of the Company is seasonal only to the extent that weather
conditions, particularly snow and cold in the winter, impede the ability of the
Company or others who may be developing properties in which the Company has an
interest to conduct exploratory activities, drilling production or mining
operations.


                                     2
     The Company employs its President, Jack C. Bradley, Jr., who receives $1000
monthly and reimbursement of his actual and necessary expenses.

     The Company is operating in one industry segment, the exploration,
production and sale of oil and gas. See Financial Statements.

     The Company is Y2K compliant as of February 28, 1999.  The Company believes
its major purchasers and suppliers are also Y2K compliant. The Company feels
that its remediation plan has adequately addressed the Year 2000 problem, and
therefore, this issue is not expected to have a material effect on the
Company's internal operations.  The Company has also attmepted to assess the
impact of this issue on the various entities with which the Company does
business.  Although failure of these entities to adequately address the Year
2000 issue could indirectly impact the Company, it is not possible to quantify
that impact, if any.  However, the Company does not anticipate that the impact
would have a material adverse effect on the Company's business.

Item 2.   Properties

     The Company rents office space in the Goodstein Building in Casper, Wyoming
at $400 per month.

     Oil and Gas Properties.  For the following discussion, gross well or acre
is a well or acre in which an interest is owned.  The number of gross wells is
the total number of wells in which an interest is owned.

     A net well or acre is deemed to exist when the sum of fractional ownership
interest in gross wells or acres equals one.  The number of net wells or acres
is the sum of the fractional ownership interests owned in gross wells or acres
as expressed as whole numbers and fractions thereof.

     A summary of the Company's oil and gas properties as of February 28, 1999
all located in the state of Wyoming is as follows:

                                        Gross Acres         Net Acres

     Undeveloped proved and
      unproved acres:
     Leasehold interest:
      Oil and gas                            820              794.97

     Developed proved acres:
      Leasehold interest:
         Primarily oil                     5,696             2,030
         Primarily gas                         0                 0


     Oil and Gas Production.  As of February 28, 1999, the Company owns the
following productive wells:
                                   Oil                 Gas
                              Gross          Net       Gross          Net

Working Interest               50         23.5669        1            .50
Royalty                        36           .1046        0           0


                                     3


     From its drilling efforts and from production purchased from others, the
Company's net yearly production of crude oil and gas has been as follows:

     Year Ended
     the last day
     of February              Crude Oil in Barrels              Gas in MCF

       1997                         16,786                        2,629
       1998                         16,081                        4,295
       1999                         10,230                        3,335

     The average sales price (including transfers) per unit oil and gas produced
for the years ended the last day of February is as follows:

                         1999           1998           1997

     Oil -- Barrels      $12.78        $18.50         $20.97
     Gas -- MCF            1.37        $ 2.16         $ 2.64

     The average production (lifting) cost per unit of production is as follows:

                         1999           1998           1997

     Oil -- Barrels     $15.02        $13.43         $14.58
     Gas -- MCF         $ 1.25        $ 1.25         $ 1.25

                           Net Exploratory Wells

Fiscal Year
  Drilled           Producers           Dry Holes           Total Wells

   1997                0                     0                    0
   1998                0                     0                    0
   1999                0                     0                    0

                           Net Development Wells

Fiscal Year
  Drilled           Producers           Dry Holes           Total Wells

   1997               0                      0                    0
   1998               0                      0                    0
   1999               0                      0                    0

                                     4

     Reserves. The following are reserve estimates as of last day of February:

Proved Oil and Gas Reserves             Oil (bbls)          Gas (mcf)

          1997                            88,197             84,255
          1998                           127,080             80,867
          1999                           117,443             77,549

Proved Developed Oil and Gas Reserves

          1997                            88,197             84,255
          1998                           127,080             80,867
          1999                           117,443             77,549

     The reserve estimates for all properties were computed both by management
and by independent petroleum engineers for areas in which the Company has
interest in certain wells.  No reserve figures have been filed with or reported
to any other regulatory authorities or agencies.


     Oil and Gas Operations.  The Company follows the successful efforts method
of accounting for oil and gas exploration and development activities.  Under
this method of accounting lease acquisition costs, intangible drilling costs and
other costs associated with exploration efforts which result in the discovery of
proved reserves are capitalized.  Costs of well equipment, development drilling,
support facilities, major betterments and renewals and other development costs
are capitalized.  Capitalized costs are amortized using the units of production
method.  For leasehold costs, the basis is total estimated units proved
developed reserves both of which are estimated by independent engineers and
management of the Company.  the amortized amounts are charged to depreciation
and depletion expense.  The recoverability of costs capitalized related to
proved and unproved acreage is reviewed periodically.  Any impairment discovered
is charged to expenses.

     Costs of drilling exploratory wells which do not result in the discovery of
proved reserves are charged to expense.  Production costs, geological and
geophysical costs, and maintenance and repairs are charged to expense.

Item 3.   Legal Proceedings.

     None

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

     None

                                     5

                                  PART II

Item 5.   Market for Registrant's Common Equity and
          Related Stockholder Matters.

                                                       Bid Prices

                                                  High           Low

March 1, 1990 through February 28, 1991          1 cent         1 cent

March 1, 1991 through February 28, 1992          1/2 cent      1/2 cent

March 1, 1992 through February 28, 1993          1 cent         1 cent

March 1, 1993 through February 28, 1994          1 cent         1 cent

March 1, 1994 through February 28, 1995          1 cent         1 cent

March 1, 1995 through February 28, 1996          1 cent         1 cent

March 1, 1996 through February 28, 1997          1 cent         1 cent

March 1, 1997 through February 28, 1998          1 cent         1 cent

March 1, 1998 through February 28, 1999          1 cent         1 cent


     The source for the over-the-counter quotations is the National Association
of Securities Dealers.  Such quotations reflect inter-dealer prices without
retail mark-up, mark-down, or commission and may not necessarily represent
actual transactions.

     There were approximately 1,593 holders of record of the Company's common
stock as of May 31, 1999.

     No dividends have been declared or paid in the Company's history.  Wyoming
law generally provides that dividends may be declared and paid only out of the
unreserved and unrestricted earned surplus of the corporation, except when the
Articles of Incorporation of a corporation engaged in the business of exploiting
natural resources so provide, dividends may be declared and paid out of
depletion reserves.

     Wyoming Oil & Minerals, Inc. has no unreserved and unrestricted earned
surplus and its Articles of Incorporation do not provide that dividends may be
paid from depletion reserves.




                                     6

Item 6.   Selected Financial Data

                                   Year Ended February 28/29
                        1999       1998       1997       1996       1995
Revenues:
 Operating revenues from
  oil and gas sales   $131,682    306,807   $357,765   $266,227   $293,777

Other operating
 revenues               14,455     19,566     22,039     24,962     32,160

Earnings (loss) from
 continuing operations before
 extraordinary items   (98,665)    18,197    ( 9,698)   (51,635)   (27,147)

Extraordinary items       --         --         --         --          --

Net earnings (loss) from
 continuing operations (98,665)    18,197    ( 9,698)   (51,635)   (27,147)
Earnings (loss) per share
 from continuing operations  *         *          *          *        (.02)

Cash dividends per
 common share             --          --          --         --         --

At year end:

Total assets           325,199    342,140    242,330    256,806    284,012
Long-term obligations   85,556     86,693     50,000     50,000     50,000
* Less than $.01 per share

Item 7.   Management's Discussion and Analysis of
          Financial Conditions and Results of Operation


Financial Position

     During the Company's fiscal year 1999, net cash increased by $4,518.
Of this increase, $50,000 was from a bank loan, $1,247 was principal payments on
debt and cash used in operations $44,227.  The Company's emphasis regarding
property additions continues to be toward acquiring existing production rather
than from drilling new wells.  No new drilling was done by the Company in fiscal
1999.   Short term notes payable increased by $49,992 which was discussed above
and used in operations.  The Company has financed property acquisitions in the
past with debt and continue to repay such borrowing with the revenues from those
properties.
                                     7

Result of Operations

     The Company's oil and gas revenues decreased from 306,807 in fiscal 1998
to $131,682, mainly due to a decrease in oil prices and decrease in produciton
in fiscal 1999.  Present production has the effect of decreasing Wyoming Oil &
Minerals reserves. Crude oil sales decreased significantly due to the very low
oil prices causing some wells to be shut in as they became uneconomical.

     During fiscal 1999, the amount reserved for the depletion of reserves and
the depreciation of equipment was $11,605.  Loss on operations for the year
was $98,665 due to the cost of working over some wells and the reasons stated
above.

     Production and operating expenses decreased approximately 21% as a
percentage from fiscal 1998 to 1999, due to reasons stated above.

     "Total" General and Administrative expenses decreased approximately $10,668
from fiscal 1998 compared to fiscal 1999 due to the President reducting his
salary by one half for most of the year. Since fiscal 1985, the Company resolved
to avoid those activities that required additional outside professional services
and to limit operations to the management of existing properties and the
acquisition of additional properties within the Company's ordinary course of
business.

     Interest expense increased over the prior year due to the additional bank
financing discussed above.

     Management anticipates the higher prices for oil for 2000.  Therfore
management anticipates sufficent revenue to pay expenses for fiscal year 2000.

Financial Position

     During the Company's fiscal year 1998, net cash decreased by $3,976.  Of
this decrease, $112,399 was from the purchase of properties and $3,500 was
principal payments on debt.  The Company's emphasis regarding property additions
continues to be toward acquiring existing production rather than from drilling
new wells.  No new drilling was done by the Company in fiscal 1998.  Short term
notes payable decreased by $3,500 which was paid in cash.  The Company has
financed property acquisitions with debt and continue to pay such borrowing with
the revenues from those properties.

Result of Operations

     The Company's oil and gas revenues decreased from $357,765 in fiscal 1997
to $306,807, mainly due to a decrease in oil prices in fiscal 1998.  Present
production has the effect of decreasing Wyoming Oil & Minerals reserves,
however, due mainly to doing the waterflood of the Don Thorson #1, total oil and
gas reserves increased significantly for the fiscal year ended February 28,
1998. An independent engineering firm generated a partial reserves analysis
during fiscal year 1998.  Crude oil stayed approximately the same.

     During fiscal 1998, the amount reserved for the depletion of reserves and
the depreciation of equipment was $15,934.  Income on operations for the year
was $18,197 due, in part, to the cost of abandoned nonproducing properties being
only $4,842.
                                     8

     Production and operating expenses decreased approximately 19% as a
percentage from fiscal 1997 to 1998, due to less workover costs.

     "Total" General and Administrative expenses decreased approximately
$5,498 from fiscal 1997 compared to fiscal 1998 due to a decrease in expenses
for well logs, maps, etc. of $5,292.  Since fiscal 1985, the Company resolved
to avoid those activites that required additional outside professional services
and to limit operations to the management of existing properties and the
acquisition of additional properties within the Compan's ordinary course of
business.

     Interest expense remained approximately the same as in fiscal 1997.

     Management anticipates the current low prices for oil will continue
throughout 1999.  Therefore management anticipates revenue and expenses will
remain about the same for fiscal year 2000.

Financial Position

     During the Company's fiscal year 1997, net cash decreased by $287.  Of this
decrease, $2,913 is the result of operating activities, $800 was from the sale
of properties and $4,000 was principal payments on debt.  The Company's emphasis
regarding property additions continues to be toward acquiring existing
production rather than from drilling new wells.  No new drilling was done by the
Company in fiscal 1997 and significant costs related to maintaining existing
production.  Short term notes payable decreased by $4,000 which was paid in
cash. The Company has financed property acquisitions with debt and continue to
repay such borrowing with the revenues from those properties.

     During the Company's fiscal year 1997, crude oil prices varied within a
range of approximately $16.81 to $24.98 a barrel.  Natural gas prices varied
within a range of approximately $1.17 to $3.68.  Revenue from such acquired
properties must not only service debt, but continue to provide positive cash
flow after retirement of that debt.

Result of Operations

     The Company's oil and gas revenues increased from $266,227 in fiscal 1996
to $357,765 in fiscal 1997. Present production has the effect of decreasing
Wyoming Oil & Minerals reserves, however, due mainly to not doing the waterflood
of the Don Thorson #1 and the Wade Hill unit, total oil and gas reserves
decreased significantly for the fiscal year ended February 29, 1997.  An
independent engineering firm generated a partial reserves analysis during fiscal
year 1997.  Crude oil sales increased by approximately 3474 equivalent barrels,
which was mainly due to the Don Thorson #1 and the Wade Hill Unit increasing
production.

     During fiscal 1997, the amount reserved for the depletion of reserves and
the depreciation of equipment was $17,184.  Loss on operations for the year was
$9,698 due to the cost of abandoned properties of $28,619.

     Production and operating expenses decreased approximately 18% as a
percentage from fiscal 1996 to 1997, due to less workover costs.

                                     9


     "Total" General and Administrative expenses remained approximately the same
in fiscal 1996 compared to fiscal 1997.  Since fiscal 1985, the Company resolved
to avoid those activities that required additional outside professional services
and to limit operations to the management of existing properties and the
acquisition of additional properties within the Company's ordinary course of
business.

     Interest expense remained approximately the same as in fiscal 1996.

     Management anticipates higher crude oil and natural gas prices and
therefore, an increase in oil and gas revenues in fiscal year 1998 to fiscal
year 1997 will come from additional production and higher oil and gas prices.


Item 8.   Financial Statements and Supplementary Data.

     For the financial statements and supplementary data required by Item 8, see
Financial Statements, Unaudited Supplemental Financial Information and
Schedules.

Item 9.   Disagreements on Accounting and Financial Disclosure.

     Not applicable







                                    10

                                 PART III

Item 10.  Directors and Executive Officers
          of the Registrant.

     The following are the present directors and executive officers of the
Company and the director-nominees for the coming year.

     Jack C. Bradley Jr., age 57, has been president and a director of the
Company since February 23, 1973. Bradley also is the president, a director, and
the majority shareholder of Manx Oil Corporation, Casper, Wyoming since 1969;
vice-president, director and shareholder on Manewal-Bradley Oil Company,
Newcastle, Wyoming since 1962; and, secretary, director and shareholder of
Econoservice, Inc., Casper, Wyoming since 1986 -- all of which are engaged in
the oil and gas exploration or production business.

     Since 1970, he has been owner of Zephyr Exploration which is a sole
proprietorship engaged in the oil and gas exploration and production business
and real estate investments.

     Jess A. Tolerton, age 75, has been secretary, treasurer and director since
February 12, 1974.  Tolerton was a practicing attorney in Cheyenne, Wyoming from
1966 to 1968 and from January 1974 to December 31, 1990.  He is now retired from
practice.

     There is no family relationship between any of the officers and directors
of the Company.  The term of the officers expire at the annual directors
meeting.

Item 11.  Executive Compensation

     No director or officer of the Company received enumeration which exceeded
$60,000 in the past fiscal year.

     The Company has never granted any options to any of its officers or
directors to purchase any of the Company's securities.  The Company has adopted
a key employee stock option plan designed to qualify under Section 422 of the
Internal Revenue Code of 1954, as amended; however, no options have been
granted pursuant to the plan.  At the present time, no officer or director holds
any options granted by the Company to purchase any on the Company's securities.

Item 12.  Security Ownership of Certain
          Beneficial Owners and Management.

                              Amount and Nature
                               of Beneficial                Percent of
Name and Address                 Ownership                     Class

Brosis Capital, LLC             1,260,000(1)                     7.3%
P.O. Box 2493
Casper, WY  82602

                                    11

(1) Owned of record

     The following are shares owned by management:

                              Amount and Nature
                               of Beneficial                Percent of
Director                         Ownership                     Class

Jack C. Bradley, Jr.            2,135,500 (1)                   12.4%
330 S. Center, Suite 419
Casper, WY  82601

Jess A. Tolerton                  650,000                        3.8%

All directors and
officers as a group             2,785,500                       16.2%

(1) Of this total 2,085,500 shares are owned by record by Jack C. Bradley, Jr.,
and  50,000 are owned by Manx Oil Corporation of which Bradley is the
president, a director, and owner of a majority of its outstanding common shares.

Item 13.  Certain Relationships and Related Transactions.

     See Footnote 9 to the financial statements.


                                  PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on
          Form 8-K.

(a)  See attached Financial Statements,
     Unaudited Supplemental Financial Information and Schedules.

(b)  No reports of Form 8-K were filed in the fourth quarter of the fiscal year
     ended February 28, 1999.

(c)  Exhibits required by Item 601 of Regulation SK:   None








                                    12



                                SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, hereunto duly authorized.

                                   WYOMING OIL & MINERALS, INC.
                                   A Wyoming Corporation

                                   By:   /s/ Jack C. Bradley, Jr.
                                          Jack C. Bradley, Jr., President
                                          and Principal Financial Officer



DATED: June 11, 1999


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person on behalf of the Registrant
and in the capacities and on the dates indicated.


                                         /s/ Jack C. Bradley, Jr.
                                        Jack C. Bradley, Jr., Director
                                        and President



DATED: June 11, 1999




                                         /s/ Jess A. Tolerton
                                        Jess A. Tolerton
                                        Director and Secretary



DATED: June 11, 1999














                      WYOMING OIL AND MINERALS, INC.

                              CASPER, WYOMING


                           FINANCIAL STATEMENTS

               AS OF FEBRUARY 28, 1999 AND FEBRUARY 28, 1998







                       INDEPENDENT AUDITOR'S REPORT



Board of Directors
Wyoming Oil and Minerals, Inc.
Casper, Wyoming

I have audited the accompanying balance sheets of Wyoming Oil and Minerals,
Inc., as of February 28, 1999 and 1998 and the related statements of operations,
changes in stockholders' equity and cash flows for the years ended February 28,
1999, 1998 and 1997.  These financial statements are the responsibility of the
Company's management.  My responsibility is to express an opinion on these
financial statements based on my audits.

I conducted my audits in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Wyoming Oil and Minerals, Inc. as
of February 28, 1999 and 1998, and the results of its operations and changes
in its stockholders' equity and its cash flow for the years ended February 28,
1999, 1998 and 1997, in conformity with generally accepted accounting
principles.



                                   MAURICE M. MORTON
                                   Certified Public Accountant


Casper, Wyoming
May 7, 1999                      WYOMING OIL AND MINERALS, INC.


                              Balance Sheets

                                  ASSETS


                                        February 28,             February 28,
                                           1999                     1998

Current assets:
      Cash                                   $  7,972           $    3,454
      Accounts receivable                      12,858               23,391
      Marketable equity securities -
      (Note 3)                                  5,850                5,850
      Inventory of oilfield equipment and
       oil in tanks - at lower of cost (specific identification)
       or market                               33,865               37,485


        Total current assets                   60,545               70,180

Property and equipment, at cost under the
      successful efforts method of accounting
       (Note 4):
        Proved oil and gas properties
        (Notes 4 & 5)                         435,342              435,342
        Pipeline and drilling equipment           570                  570
        Office furniture and equipment          3,509                3,509
                                              439,421              439,421

Less accumulated depletion and depreciation  (201,929)            (190,324)
                                              237,492              249,097

Other assets:
Accounts receivable - non current              27,101               22,802
Other assets                                       61                   61
                                               27,162               22,863
                                          $   325,199          $   342,140
                                                               (continued)












              See accompanying notes to financial statements.
                                    F-2
                       WYOMING OIL AND MINERALS, INC.

                              Balance Sheets
                               (Continued)

                   Liabilities and Stockholders' Equity

                                            February 28,           February 28,
                                               1999                    1998

Current liabilities:
      Notes payable (Note 5):
       Related parties                      $       4,500     $       4,500
       Bank                                        49,992               -
      Accounts payable                            142,934           109,268
      Accrued expenses                              1,337             2,024
      Current portion of long-term debt (Note 6)    2,668             2,778


       Total current liabilities                  201,431           118,570

Long-term debt - related parties (Note 6)          85,556            50,000



Stockholders' equity (Note 7):
      Common stock, $.01 par value:
       Authorized - 25,000,000 shares
       Issued - 17,250,000 shares in 1999
        and in 1998                               172,500           172,500
      Additional paid-in capital                1,023,525         1,023,525
      Accumulated deficit                      (1,157,813)       (1,059,148)

                                                   38,212           136,877

                                            $     325,199     $     342,140












              See accompanying notes to financial statements.
                                    F-3
                      WYOMING OIL AND MINERALS, INC.

                         Statements of Operations

                                    February 28,    February 28,   February 28,
                                       1999              1998          1997

Operating revenues:
      Oil and gas sales (Note 10)    $131,682         $306,807      $ 357,765
      (Loss) on sale of oil and
       gas properties and equipment      -                -              (700)
      Other operating income           14,455           19,566         22,039

       Total operating revenues       146,137          326,373        379,104

Operating expenses:
      General and administrative       48,213           58,901         64,399
      Depreciation and depletion       11,605           15,934         17,184
      Oil and gas production costs    175,438          221,403        272,681
      Abandoned properties               -               4,842         28,619
      Lease rentals                      -                 620              1

       Total operating expenses       235,256          301,700        382,884

       Operating (loss) income        (89,119)          24,673         (3,780)

Other income (expense):
      Interest income                       4               44             44
      Interest expense                 (9,550)          (6,520)        (5,962)


       Other income (expense), net     (9,546)          (6,476)        (5,918)
                                                                  (continued)














              See accompanying notes to financial statements.
                                    F-4
                      WYOMING OIL AND MINERALS, INC.

                         Statements of Operations
                                (Continued)

                                    February 28,     February 28,  February 28,
                                       1999              1998          1997

(Loss) earnings before income taxes:$   (98,665)     $    18,197    $    (9,698)
  Current taxes                            -                -               -


Net (loss) earnings                 $   (98,665)     $    18,197    $    (9,698)
Weighted average number of shares
      outstanding                   $17,250,000      $17,000,000    $16,750,000

Net (loss) earnings per
      common share:
       Primary and fully diluted:

      Net (loss) earnings           $     *          $    *         $    *





*Less than $.01 per share




















              See accompanying notes to financial statements.
                                    F-5
                        WYOMING OIL AND MINERALS, INC.

                                 Statements of Stockholders' Equity

                             Common Stock    Additional
                            $.01 Par Value    Paid-in    Accumulated
                           Shares     Amount  Capital     Deficit      Total

 Balance at Feb 28, 1996 16,750,000 $167,500 $1,021,025 $(1,016,012)  120,878

 Net loss                    -          -        -           (9,698)   (9,698)

 Balance at Feb 28, 1997 16,750,000  167,500  1,021,025  (1,077,345)  111,180

 Shares issued for
      properties            500,000    5,000      2,500        -        7,500

 Net income                  -          -        -          (18,197)  (18,197)

 Balance at Feb 28, 1998 17,750,000  172,500  1,023,525   1,059,148   136,877

 Net loss                    -          -        -          (98,665)  (98,665)

 Balance at Feb 28, 1999 17,250,000 $172,500 $1,023,525 $ (1,157,813)$ 38,212










                           See accompanying notes to financial statements.

                                                 F-6
                       WYOMING OIL AND MINERALS, INC.
                          Statements of Cash Flows

                                     February 28,   February 28,  February 28,
                                        1999            1998          1997

Cash flows from operating activities:
 Cash received from customers    $     155,991   $    369,130    $  340,010
 Cash paid to suppliers and employees (189,985)      (244,806)     (329,374)
 Interest income                             4             44            44
 Interest expense                      (10,237)        (4,493)       (7,767)

 Net cash provided by (used in)
  operating activities                 (44,227)       119,875         2,913

Cash flows from investing activities:
 Purchase of oil and gas properties
  and equipment                           -          (120,351)           -
 Proceeds from sale of oil and gas
  properties and equipment                -              -              800

 Net cash provided by (used in)
  investing activities                    -          (120,351)          800

Cash flows from financing activities:
 Proceeds from note payable             49,992           -               -
 Principal payments                     (1,247)        (3,500)       (4,000)

 Net cash provided by (used in)
  financing activities                  48,745         (3,500)       (4,000)

Net increase (decrease) in cash and
 cash equivalents                        4,518         (3,976)         (287)

Cash and cash equivalents at
 beginning of year                       3,454          7,430         7,717

Cash and cash equivalents at end of year$7,972         $3,454       $ 7,430
                                                                (continued)









              See accompanying notes to financial statements.
                                    F-7
                       WYOMING OIL AND MINERALS, INC.
                          Statements of Cash Flows
                                (Continued)

                                     February 28,   February 28,  February 28,
                                        1999            1998          1997

Reconciliation  of net income to net cash provided
by (used in) operating activities

Net earnings (loss)              $    (98,665)  $     18,197    $   (9,698)

Adjustments to reconcile net income to cash
 provided by (used in) operating activities:
 Depreciation and depletion            11,605         15,934        17,184
 (Increase) decrease in
     accounts receivable                6,234         36,917       (39,794)
 (Increase) decrease in inventory       3,620          5,840         6,680
 Increase (decrease) in
     accounts payable                  33,666         36,121         1,027
 Increase (decrease) in
     accrued expenses                    (687)         2,024        (1,805)
 Abandoned properties                    -             4,842        28,619
 Loss on sale of oil and gas properties
  and equipment                          -               -             700

Net cash provided by (used in)
 operating activities            $     (44,227)  $   119,875    $    2,913



Supplemental schedule of non cash investing and financing activities

For the year ended February 28, 1998, the Company purchased properties with a
cost of $46,971 in exchange for stock and a note payable.















              See accompanying notes to financial statements.
                                    F-8
                    WYOMING OIL AND MINERALS, INC.

                    Notes to Financial Statements
                  February 28, 1999, 1998 and 1997

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    General

    Wyoming Oil and Minerals, Inc. engages principally in the exploration,
    development and production of oil and gas which is mainly in Wyoming.

    Use of estimates

    The preparation of financial statements in conformity with generally
    accepted accounting principles require management to make estimates and
    assumptions that affect the reported amounts of assets and liabilities and
    disclosure of contingent assets and liabilities at the date of the financial
    statements and the reported amount of revenues and expenses during the
    reporting period.  Actual results could differ from those estimates.

    Accounts receivable

    The Company uses the direct write off method for bad debts which expenses
    uncollectible accounts in the year they become uncollectible.  Any
    difference between this method and the allowance method is not material.

    Marketable equity securities

    Marketable equity securities are classified as available-for-sale securities
    and are carried at fair value at the balance sheet date.

    When securities are sold, the cost is based on the first-in, first-out
    method.

    Oil and gas properties

    The Company follows the successful efforts method of accounting for oil and
    gas exploration and development activities.  Under this method of
    accounting, lease acquisition costs, intangible drilling costs and other
    costs associated with exploration efforts, which result in the discovery of
    proved reserves, are capitalized.  Costs of well equipment, development
    drilling, support facilities, major betterment and renewals and other
    development costs are also capitalized.  Capitalized acquisition costs of
    proved properties are amortized using the unit-of-production method on the
    basis of total estimated units of proved oil and gas reserves.  Other
    capitalized costs are amortized using the unit-of-production method on the
    basis of total estimated units of proved developed reserves.  The amortized
    amounts are charged to depreciation and depletion expense.  The
    recoverability of costs capitalized both for proved and unproved properties
    is reviewed periodically.  Any impairment discovered is charged to expense.

    Costs of drilling exploratory wells which do not result in the discovery of
    proved reserves are charged to expense.  Production costs, geological and
    geophysical costs, and maintenance and repairs are charged to expense when
    incurred.
                                 F-9
                    WYOMING OIL AND MINERALS, INC.

                    Notes to Financial Statements
                  February 28, 1999, 1998 and 1997

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

    Other property and equipment

    The Company's pipeline and drilling equipment and office furniture and
    equipment are depreciated utilizing the straight-line method to apportion
    costs over an estimated useful life of five years.

    Income taxes

    Investment tax credits are recorded in the year in which they are utilized
    to reduce income taxes.

    Earnings (loss) per common share

    Earnings or loss per common share is based on the weighted average number of
    shares of the Company's $.01 par value common stock outstanding during the
    year.

    Statement of cash flows

    For purposes of the statement of cash flows, the Company considers all
    highly liquid debt instruments purchased with a maturity of three months or
    less to be cash equivalents.

    Reclassifications

    Certain reclassifications have been made to financial statements of prior
    years to be comparative with the current year presentation.

    Off-Balance-Sheet Risk

    Sale of oil and gas are made to domestic petroleum purchasing and refining
    companies with payment normally received within thirty to sixty days of
    sale.  Billings to joint interest holders are normally received within
    thirty to sixty days of billing.












                                 F-10
                    WYOMING OIL AND MINERALS, INC.

                    Notes to Financial Statements
                  February 28, 1999, 1998 and 1997

2.  FOURTH QUARTER ADJUSTMENTS

    During the fourth quarter of the year ended February 28, 1998, the Company
    recorded an additional $46,971 in the purchase price of two oil and gas
    leases.

    During the fourth quarter of the year ended February 28, 1997, the Company
    wrote off a proved undeveloped lease.  Cost was decreased $28,619 and a loss
    was recorded of $28,619.

3.  MARKETABLE EQUITY SECURITIES

    Marketable equity securities are summarized below:

                                         February 28,  February 28, February 28,
                                            1999           1998        1997

  Available-for-sale securities, at cost $  48,702     $  48,702    $  48,702
      Less: Valuation allowance             42,852        42,852       42,852

      Fair Value                         $   5,850     $   5,850    $   5,850

  There were no significant unrealized gains or losses.

4.    OIL AND GAS PROPERTIES

  During fiscal 1998, the Company purchased a 13.333% working interest in a
  producing lease in Hot Springs County, Wyoming and a 45% working interest in
  another producing lease in the same County. Both leases were purchased from a
  related party.

  During fiscal 1998, the Company purchased a 50% working interest in two
  producing leases in Hot Springs County, Wyoming for $54,471.  Both leases were
  purchased from a related party.

  During fiscal 1998, the Company expended $99,264 for a major betterment
  workover on the Wade Hill Unit.  The expenditures were to a related party.
  This amount is not being depleted as the results of the workover on production
  is not known at this time.

  During fiscal 1997, the Company sold its interest in a producing lease in
  Campbell County, Wyoming for $800.



    See Note 2, also.              F-11
                    WYOMING OIL AND MINERALS, INC.

                    Notes to Financial Statements
                   February 28, 1999, 1998 and 1997

5.    NOTES PAYABLE

  The Company had outstanding notes payable as follows:

  Other                                 1999              1998

     Note payable to Bank, due August 1, 1999, interst at 8.25%
      secured by producing oil
      and gas wells.                 $ 49,992       $      -

     Note to individual (related party) due on demand, interest
    at 1% over the prime rate (9.00% at February 28, 1999)
    secured by a producing well.     $  4,500       $    8,000
                                     $ 54,492       $    8,000

  Other information regarding short-term notes payable is as follows:

                                        1999           1998         1997

  Average aggregate short-term
      borrowings                   $   54,500       $   6,250     $  10,000
  Maximum aggregate short-term borrowings
      at any month-end             $   54,492       $   8,000     $  12,000
  Weighted average interest rate        8.60%           9.50%         9.25%

  The weighted average interest rate was computed by dividing interest expense
  by the weighted average of such borrowings outstanding.

6.    LONG-TERM DEBT

  The Company had long-term debt as follows:

                                                    1999              1998

  Note payable to a partnership, due in monthly
      payments of $500 including imputed interest
      at 9%, maturity date February 12, 2007, original
      face amount of note was $60,000.           $  38,224        $  39,471

  Notes payable to two individuals (related parties), due
      December 1, 1999, interest at 2% over the prime rate
      (10.00% at February 28, 1999), unsecured      50,000           50,000
                                                    88,224           89,471

  Less current portion                              (2,668)          (2,778)
                                                $   85,556       $   86,693



                                F-12
                    WYOMING OIL AND MINERALS, INC.

                    Notes to Financial Statements
                  February 28, 1999, 1998 and 1997

7.    STOCKHOLDERS' EQUITY

  The Company has adopted a key-employee stock option plan.  The plan provides
  for a maximum of 1,000,000 shares of the Company's common stock available to
  be optioned.  The fair market value of the shares, as determined by the Board
  of Directors at the time the option is granted, will be the exercise price.
  The options will expire on the earlier of five years after being granted or
  two months after termination of employment.  Since the adoption of the plan,
  no options have been granted.

  No dividends have ever been declared or paid.

8.    INCOME TAXES

  Net income and losses differ from taxable income (loss) because certain
  revenues and expenses are reported in the financial statements in periods
  which differ for those in which they are subject to taxation.  The principal
  timing differences are intangible drilling costs, which are deducted as
  incurred for tax purposes, but capitalized and depleted for proven properties
  for financial statement purposes; and unrealized losses on marketable
  securities, which are recognized for financial statement purposes currently,
  but not until realized for tax purposes.  Deferred income taxes are not
  recognized on the timing differences as it is not likely that all net
  operating loss carryforwards will be used.

                                              1999         1998        1997

  Pretax income per books                  $(98,665)    $ 18,197    $ (9,698)
  Timing differences:
    Depletion on intangible drilling costs      200          200       2,000

  Taxable income (loss)                    $(98,665)    $ 18,397    $ (7,698)

  Deferred tax (assets) liabilities are comprised of the following, computed
  using a tax rate of 15%:

Tax effects of temporary differences for:    1999         1998       1997

  Accounting for oil and gas properties    $   544     $    575   $      306
  Accounting for securities held for sale   (6,428)      (6,428)      (6,428)
                                            (5,884)      (5,853)      (6,122)
    Tax loss carryforwards                 (71,950)     (56,199)     (92,382)
                                           (77,834)     (62,052)     (98,504)
    Valuation allowance                     77,834       62,052       98,504
    Net deferred tax                       $   -       $   -       $    -




                                F-13
                    WYOMING OIL AND MINERALS, INC.

                    Notes to Financial Statements
                  February 28, 1999, 1998 and 1997

  8. INCOME TAXES (Continued)

     At February 28, 1999, the Company had net operating loss carryforwards
     available of $479,668 and unused investment credit carryforwards available
     of $3,724.  Such carryforwards expire as follows:

                                                 Net
                                              Operating           Investment
                          Expiration             Loss               Credits

                             2000               50,863              3,724
                             2001               20,035                -
                             2002              127,905                -
                             2009              115,412                -
                             2010                8,006                -
                             2011               49,540                -
                             2012                9,442                -
                             2014               98,465
                                              $479,668            $ 3,724*

  * subject to limitations

  The Company also has long-term capital loss carryover of $94,940.

  9.  RELATED PARTY TRANSACTIONS

      The Company is related to the following companies by common ownership
and/or management:

           Manx Oil Corporation
           Manewal-Bradley Oil Company, Inc.
           Zephyr Exploration
           Econoservice, Inc.

      Lease operating expenses paid to Manx Oil Company were $113,157, to
      Manewal-Bradley Oil Company, Inc. were $3,410 and to Econoservice, Inc.
      were $576 for the year ended February 28, 1999.  Amounts received from
      Manx Oil Corporation were $1,839 for lease operating expenses.
      Oil and gas revenue received from Manx Oil Corporation were $88,924 and
      oil and gas revenue paid were $650.  The Company owed Manx Oil
      Corporation $117,0084 at February 28, 1999 and $76,504 at February 28,
      1998. Manx Oil Corporation owed the Company $6,678 at February 28, 1999
      and $11,241 at February 28, 1998.  See Note 4 also.





                                 F-14
                    WYOMING OIL AND MINERALS, INC.

                    Notes to Financial Statements
                  February 28, 1999, 1998 and 1997

10. MAJOR PURCHASERS AND CONCENTRATION OF RISK

    Substantially all of the Company's accounts receivable at February 28, 1999
    and 1998 result from oil and gas sales to other companies in the oil and gas
    industry or joint industry billings to other interest holders.  This
    concentration of customers may impact the Company's overall credit risk,
    either positively or negatively, in that these entities may be similarly
    affected by industry - wide changes in economic or other conditions.
    Such receivables are generally not collateralized.  One single joint
    interest receivable comprises 57% of total noncurrent accounts receivable
    at February 28, 1999.

    The following customers each contributed 10% or more of the revenues derived
    from oil and gas sales for the years ending February 28, as follows:

                            1999                1998                1997

   Eighty-Eight Oil     $  113,154           $  218,696        $  162,606
   Texaco               $     -              $   47,141        $   43,464
   JN Petroleum         $     -              $   65,293        $   92,509
   Amoco                $   13,351           $     -           $     -

11.   SUPPLEMENTARY OIL AND GAS INFORMATION (Unaudited)

  Capitalized Costs

  Capitalized costs relating to the Company's oil and gas producing activities
  as of February 28, 1999, 1998 and 1997 are as follows:

                                     1999           1998             1997
           Proved properties     $  435,342     $  435,342       $  268,023
           Unproved properties         -              -               4,842

                                 $  435,342     $  435,342       $  272,865

           Support equipment     $      570     $      570       $      570

           Accumulated depreciation
                   and depletion $  197,850     $  179,937       $  170,881

           Costs incurred in oil and gas property acquisition, exploration and
           development activities

           Costs incurred in oil and gas property acquisition, exploration and
           development activities, including capital expenditures, are
           summarized as follows for the years ended February 28, 1999, 1998
           and 1997 (all in the United States):
                                     1999        1998          1997
      Property acquisition costs:
       Proved properties         $     -     $   68,055   $       -
       Unproved properties       $     -     $     -      $       -
       Exploration costs         $     -     $      620   $        1
       Development costs         $     -     $   99,264   $       -
                                 F-15
                 WYOMING OIL AND MINERALS, INC.

                    Notes to Financial Statements
                  February 28, 1999, 1998 and 1997

11. SUPPLEMENTARY OIL AND GAS INFORMATION (Unaudited) (continued)

    Results of operations for oil and gas producing activities

    The results of operations for oil and gas producing activities, excluding
    capital expenditures and corporate overhead and interest costs, are as
    follows for the years ended February 28, 1999, 1998 and 1997
    (all in the United States):

                                     1999           1998           1997

      Revenues                $     131,682   $    306,807    $    357,765
      Production costs              175,438        221,403         272,681
      Exploration costs                -               620               1
      Depreciation and depletion     11,605         15,934          17,184

                              $     (55,361)  $     68,850    $     67,899
     Oil and Gas Reserve Quantities

     The estimates of proved reserves and related valuations were determined
     both by management and by independent petroleum engineers. Estimates of
     proved reserves are inherently imprecise and are continually subject to
     revision based on production history, results of additional exploration and
     development and other factors.

     Proved reserves are reserves judged to be economically producible in future
     years from known reservoirs under existing economic and operating
     conditions; i.e., prices and costs as of the date the estimate is made and
     assuming continuation of current regulatory practice using conventional
     production methods and equipment.  Proved developed reserves are those
     expected to be recovered through existing wells with existing equipment and
     operating methods.
















                                 F-16

                    WYOMING OIL AND MINERALS, INC.

                    Notes to Financial Statements
                  February 28, 1999, 1998 and 1997

11. SUPPLEMENTARY OIL AND GAS INFORMATION (Unaudited) (continued)

    Oil and Gas Reserve Quantities

    Presented below is a summary of the changes in estimated proved reserves of
    the Company, all of which are located in the United States, for the years
    ended February 28, 1999, 1998 and 1997:
                            1999             1998             1997
                         Oil     Gas      Oil     Gas      Oil     Gas
                       (bbls.)  (mcf)   (bbls.)  (mcf)   (bbls.)  (mcf)
Proved reserves:
  Beginning of year    127,080  80,687   88,197  84,255  163,378  86,884
  Improved Recovery -
    Water Flood           -       -        -       -     (63,384)   -
  Revisions of previous
    estimates              593      17   40,963     907    4,989    -
  Purchase of minerals
    in place              -       -      14,000      -       -      -
  Production           (10,230) (3,335) (16,080) (4,295) (16,786) (2,629)
  Sales of minerals
    in place              -         -       -      -         -       -

 End of year           117,443  77,549  127,080  80,867   88,197  84,255

Proved developed reserves:
  Beginning of year    127,080  80,867   88,197  84,255  163,378  86,884
  End of year          117,443  77,549  127,080  80,867   88,197  84,255


    Standardized measure of discounted future net cash flows and changes therein
    relating to proved oil and gas reserves

    Statement of Financial Accounting Standards No. 69 prescribes guidelines for
    computing a standardized measure of future net cash flows and changes
    therein relating to estimated proved reserves.  The Company has followed
    those guidelines which are briefly discussed below.

    Future cash inflows and future production and development costs are
    determined by applying year-end prices and costs to the estimated quantities
    of oil and gas to be produced.  Estimated future income taxes are computed
    using year-end statutory income tax rates, including consideration for
    previously legislated future statutory depletion rates and investment tax
    credits.  The resulting future net cash flows are reduced to present value
    amounts by applying a 10% annual discount factor.



                                F-17
                    WYOMING OIL AND MINERALS, INC.

                     Notes to Financial Statements
                   February 28, 1999, 1998 and 1997

11.           Supplementary Oil and Gas Information (Unaudited) (Continued)

    Oil and Gas Reserve Quantities (Continued)

    The assumptions used to compute the standardized measure are those
    prescribed by the Financial Accounting Standards Board and, as such, do not
    necessarily reflect the Company's expectations of actual revenues to be
    derived from those reserves or their present worth.  The limitations
    inherent in the reserve quantity estimation process, as discussed
    previously, are equally applicable to the standardized measure computations
    since these estimates are the basis for the valuation process.

    Presented below are the standardized measure of discounted future net cash
    flows and changes therein relating to proved reserves as of and for the
    years ended February 28, 1999, 1998 and 1997.

                                       1999          1998         1997
   Future cash inflows              $1,411,362    $2,213,824   $1,901,220
   Future production and
     development costs                (808,058)   (1,047,014)    (955,275)
   Future income tax expenses             -         (164,009)     (64,735)
   Future net cash flows               603,304     1,002,801      881,210

   10% annual discount for
     estimated timing of cash flows    (52,966)     (385,486)    (344,608)
   Standard measure of discounted
     future net cash flows          $  550,338    $  617,315    $ 536,602

  The following are the principal sources of changes in the standardized measure
  of discounted future net cash flows:
                                    February 28,   February 28,  February 28,
                                       1999            1998         1997
  Sales and transfers of oil and gas
   produced, net of production costs $  43,756     $ (85,404)   $ (85,084)
  Net changes in prices and
   production costs                   (531,394)     (832,487)     414,851
  Improved Recovery - Water Flood         -             -        (515,701)
  Revisions of previous quantities
   estimates                            (3,404)      662,797       25,294
  Net change in purchases and sales
   of minerals in place                   -          346,920         -
  Accretion of discount                 61,732        53,660       80,965
  Net changes in income taxes          164,009       (99,274)     131,861
  Other - mainly change in
   production costs                    198,324        34,501     (325,238)
   Net increase (decrease)             (66,977)       80,713     (273,052)

   Estimated standardized measures:
     Beginning of year                 617,315       536,602      809,654

     End of year                    $  550,338    $  617,31     $ 536,602
                                 F-18