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Rule 424(b)(3)
Registration Statement
No. 33-52496
SUPPLEMENT TO PROSPECTUS
HONDO OIL & GAS COMPANY
800,000 SHARES OF COMMON STOCK, $1.00 PAR VALUE
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This Supplement to Prospectus (the "Supplement") supplements
certain information contained in the Prospectus dated February 10,
1995 (the "Prospectus") with respect to the offer for sale of
3,609,200 shares (the "Shares") of $1.00 par value common stock
("Common Stock") of Hondo Oil & Gas Company (the "Company") offered
for the account of The Hondo Company (the "Selling Shareholder") by
the Selling Shareholder and/or by Lonrho Plc, the holder of a pledge
of the Shares, as more fully described in the Prospectus.
This Supplement relates to the sale by the Selling Shareholder of
800,000 of the Shares pursuant to a Revised Settlement Agreement dated
December 20,1995, among Lonrho Plc, Lonrho, Inc., Scottsdale Princess,
Inc., Selling Shareholder, Robert O. Anderson, W. Phelps Anderson and
Robert B. Anderson (as amended on January 5, 1996, May 14, 1996 and
August 28, 1997) through which the Selling Shareholder is delivering
to Robert O. Anderson, W. Phelps Anderson and Robert B. Anderson
509,710, 145,145 and 145,145 of the Shares, respectively, in
consideration of the delivery by such persons and the redemption and
cancellation of common stock representing an aggregate 18.2% interest
in Selling Shareholder.
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SEE THE RISK FACTORS COMMENCING ON PAGE 4 OF THE ACCOMPANYING
PROSPECTUS UNDER THE CAPTION "CERTAIN INVESTMENT CONSIDERATIONS" FOR A
DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY THE
PROSPECTIVE INVESTOR.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS SUPPLEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Supplement to Prospectus is September 11, 1997
