SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment Number 2
Under the Securities Exchange Act of 1934
WYOMING OIL & MINERALS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
893450-20-6
(CUSIP Number)
JULIA K. O'NEILL, FLEMING & O'NEILL, P.C.
268 SUMMER STREET, 3D FLOOR, BOSTON, MA 02210 (617) 350-7770
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
8/21/00
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the
following box [ ].
* 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 ("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).
CUSIP No. 893450-20-6
1) Names of Reporting Persons
I. R. S. Identification No. of Above Persons (entities only)
Michael D. Herman
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3) SEC Use Only
4) Source of Funds (See Instructions)
PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
6) Citizenship or Place of Organization
U.S.
Number of (7) Sole Voting Power
Shares 1,023,000
Bene-
ficially (8) Shared Voting Power
Owned by 0
Each
Report- (9) Sole Dispositive Power
ing 1,023,000
Person
With (10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,023,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13) Percent of Class Represented by Amount in Row (11)
34.2%
14) Type of Reporting Person (See Instructions)
IN
SCHEDULE 13D
MICHAEL D. HERMAN
Item 1. Security and Issuer
Common Stock
Wyoming Oil & Minerals, Inc.
330 South Center, Suite 419
Casper, Wyoming 82601
Item 2. Identity and Background
(a) Michael D. Herman
(b) 330 South Center, Suite 419, Casper, Wyoming 82601
(c) Business Consultant
(d) No criminal convictions.
(e) Not a party to any of referenced proceedings.
(f) U.S. Citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Herman used $87,000 of his personal funds to purchase the common stock
described
herein. This Amendment is being filed to reflect the following:
(a) Grant by Issuer to Mr. Herman on 7/20/2000 of 50,000 options to purchase
common
stock at a price of $1.00, exercise period 7/20/2000 to 7/20/2002.
(b) Gift by Mr. Herman to Jack C. Bradley, Jr. of 25,000 of above-referenced
options.
(c) Exercise by Mr. Herman on 7/25/00 of 21,000 of above-referenced options.
(d) Sales and gifts by Mr. Herman on 7/25/00 of 21,000 shares purchased as per
item (c)
above.
(e) Exercise by Mr. Herman on 8/21/00 of remaining 4,000 of options referenced
in item
(a) above.
(f) Grant by Issuer to Mr. Herman on 7/20/00 of 350,000 options to purchase
common
stock at a price of $1.00, exercise period 7/20/00 to 7/20/2003.
(g) Exercise by Mr. Herman on 8/21/00 of 62,000 of options referenced in item
(f)
above.
(h) Sales by Mr. Herman on 8/21/00 of 5,000 shares purchased as per item (g)
above.
Item 4. Purpose of Transaction
The purpose of the granting of the options by the Issuer is to meet its
contractual
obligations to Mr. Herman as described in previous filings.
Item 5. Interest in Securities of the Issuer
(a) Mr. Herman beneficially owns 1,023,000 shares of Common Stock of the
issuer, which
represents 34.2% of the class.
(b) Mr. Herman has sole power to vote and dispose of all shares owned by him.
(c) During the past sixty days, the only transactions by Mr. Herman in the
securities
of the issuer were as listed in item 3 above.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
None.
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.
9/25/00 /s/ Michael D. Herman
Date Michael D. Herman
