April 14, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Re: Hondo Oil & Gas Company
Registration Statement on Form S-3
(File No. 333-43819)
Gentlemen:
Hondo Oil & Gas Company (the "Company") hereby requests
that the above-referenced Registration Statement be withdrawn and
that the Securities and Exchange Commission consent to that
withdrawal.
The above-referenced Registration Statement related to
the proposed resale by Phillips Petroleum Company of shares of
Common Stock of the Company to be acquired from the Company. The
agreement pursuant to which Phillips Petroleum would have
acquired the Common Stock of the Company has been terminated
without any purchases. Therefore, the above-referenced
Registration Statement is no longer necessary.
If you have any questions, please do not hesitate to
contact the undersigned at (907) 663-9150.
Very truly yours,
STANTON J. URQUHART
Stanton J. Urquhart
Vice President
SJU:emd
