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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
PONTOTOC PRODUCTION, INC.
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(Name of Issuer)
Common Stock, $.0001 Par Value
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(Title of Class of Securities)
732763 10 7
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(CUSIP Number)
December 1, 1999
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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SCHEDULE 13G
CUSIP No. 732763 10 7
1 NAME OF REPORTING PERSON
Lyle P. Phillips
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ---
Not applicable (b) ---
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
Number of Shares Beneficially Owned by Each Reporting Person With
5 SOLE VOTING POWER
256,000
6 SHARED VOTING POWER
43,000
7 SOLE DISPOSITIVE POWER
256,000
8 SHARED DISPOSITIVE POWER
43,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
299,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
(See Instructions)
Not applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
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Item 1.
(a) Name of Issuer: Pontotoc Production, Inc.
(b) Address of Issuer's Principal Executive Offices:
808 East Main
Ada, Oklahoma 74820
Item 2.
(a) Name of Person Filing: Lyle P. Phillips
(b) Address of Principal Business Office or, if none, Residence:
11420 High Drive
Leawood, Kansas 66211
(c) Citizenship: USA
(d) Title of Class of Securities: Common Stock, $.0001 par value
(e) CUSIP No.: 732763 10 7
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b),
check whether the person filing is a:
Not applicable.
Item 4. Ownership.
(a) Amount Beneficially Owned: 299,000
(b) Percent of Class: 6.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 256,000(1)
(ii) shared power to vote or to direct the vote: 43,000(2)
(iii) sole power to dispose or to direct the
disposition of: 256,000(1)
(iv) shared power to dispose or to direct the
disposition of: 43,000(2)
__________
(1) Represents 256,000 shares held by a revocable trust of which
Mr. Phillips is trustee.
(2) Represents 43,000 shares held by trusts of which Mr. Phillips'
wife is trustee.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
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Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: December 22, 1999 /s/ Lyle P. Phillips
Lyle P. Phillips
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