SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
THE EXPLORATION COMPANY
______________________________________________________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
______________________________________________________________________________
(Title of Class of Securities)
30213320
______________________________________________________________________________
(CUSIP Number)
March 10, 1998
______________________________________________________________________________
(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 the disclosures provided in a prior cover page.
The information required in 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 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. 30213320 13G Page of Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
PENSIONSKASSE DER F. HOFFMANN - LA ROCHE A.G.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
SWITZERLAND
NUMBER OF 5. SOLE VOTING POWER 725,000
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED
BY EACH 7. SOLE DISPOSITIVE POWER 725,000
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
725,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.6%
12. TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 30213320 13G Page of Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
PENSIONSKASSE II DER F. HOFFMANN - LA ROCHE A.G.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
SWITZERLAND
NUMBER OF 5. SOLE VOTING POWER 349,600
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 349,600
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
349,600
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.24%
12. TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
The Exploration Company
Item 1(b). Address of Issuer's Principal Executive Offices:
500 North Loop 1604 East, Suite 250, San Antonio, TX 78232
Item 2(a). Name of Person Filing:
Pensionskasse der F. Hoffmann - La Roche A.G. ("Fund I") and
Pensionskasse II der F. Hoffmann - La Roche A.G. ("Fund II" and
together with Fund I, the "Funds")
Item 2(b). Address of Principal Business Office or, if None, Residence:
Grenzacherstrasse 124, 4070 Basel, Switzerland
Item 2(c). Citizenship:
Each of the Funds is organized under the laws of Switzerland
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e). CUSIP Number:
30213320
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act;
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act;
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box. [X]
Item 4. Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of issuer identified in Item 1.
Fund I:
(a) Amount beneficially owned: 725,000
(b) Percent of class: 4.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 725,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
725,000
(iv) Shared power to dispose or to direct the disposition of:
0
Fund II:
(a) Amount beneficially owned: 349,600
(b) Percent of class: 2.24%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 349,600
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
349,000
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following. [ ]
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. Certifications.
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.
PENSIONSKASSE DER F. HOFFMANN - LA
ROCHE A.G.
December 14, 1998
-----------------------------------------
(Date)
/s/ Peter Matter /s/ Dr. Bruno Maier
-----------------------------------------
(Signature)
Peter Matter Dr. Bruno Maier
Authorized Signatory Authorized Signatory
-----------------------------------------
(Name/Title)
PENSIONSKASSE II DER F. HOFFMANN - LA
ROCHE A.G.
December 14, 1998
-----------------------------------------
(Date)
/s/ Peter Matter /s/ Dr. Bruno Maier
-----------------------------------------
(Signature)
Peter Matter Dr. Bruno Maier
Authorized Signatory Authorized Signatory
-----------------------------------------
(Name/Title)
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized representative
(other than an executive officer or general partner of the filing person),
evidence of the representative's authority to sign on behalf of such person
shall be filed with the statement, provided, however, that a power of attorney
for this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
Attention. Intentional misstatements or omissions of fact
constitute federal criminal violations (see 18 U.S.C. 1001).
