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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION -----------------------------
Washington, D.C. 20549 OMB Number: 3235-0058
Expires: May 31, 1997
Estimated average burden
FORM 12b-25 hours per response ..... 2.50
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NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-6580
(Check One): -----------------------------
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[X] Form 10-K and Form 10-KSB [ [ Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB[ ] Form N-SAR CUSIP NUMBER
705019 404
For Period Ended: December 31, 1997 -----------------------------
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report
on Form 10-Q [ ] Transition Report on Form N-SAR
For the Transition Period Ended: _______________________________________________________________________
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Pease Oil and Gas Company
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Full Name of Registrant
N/A
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Former Name if Applicable
751 Horizon Court, Suite 203
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Address of Principal Executive Office (Street and Number)
Grand Junction, Colorado 81506-8758
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if appropriate)
| (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable |
effort or expense; |
|X| | (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, |
or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the |
calendar day following the prescribed due date; and | subject quarterly report of transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth | calendar day following the prescribed due date; and | | (c) The accountant's
statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
| The subject report could not be filed without unreasonable effort or expense because the Registrant retroactively
converted to the full cost accounting method from the successful efforts method of accounting for oil and gas activities
for the year ended December 31, 1997 and prior years. Additional time was required to accumulate information necessary to
complete the conversion.
(Attach Extra Sheets if Needed)
SEC 1344 (6/94)
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PART IV--OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this notification
Patrick J. Duncan 970 245-5917
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to
file such report(s) been filed? If answer is no, identify report(s). [X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the subject report or portion thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
The Net loss applicable to common stockholders for 1997 is expected to be approximately $16 million (or $1.22 per share),
compared to a loss of $1.5 million (or $0.20 per share) for the fiscal year ended December 31, 1996. It is expected the
1997 loss will include $12.9 million of impairment charges related to the following: approximately $6.4 million
attributable to write-down of Rocky Mountain oil and gas assets held for sale as disclosed on Form 8-K filed December 24,
1997, approximately $4.0 million attributable to write-down of oil and gas properties and $2.5 million associated with the
cumulative effect of the full cost accounting method conversion.
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PEASE OIL AND GAS COMPANY
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date April 1, 1998 By /s/ Patrick J. Duncan
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Patrick J. Duncan, Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The
name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf
of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act
of 1934.
2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the
Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations
under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any
class of securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need not restate information that has been correctly
furnished. The form shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic
difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should
comply with either Rule 201 or Rule 202 of Regulation S-T (ss.232.201 or ss.232.202 of this chapter) or apply for an adjustment
in filing date pursuant to Rule 13(b) of Regulation S-T (ss.232.13(b) of this chapter).
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HEIN + ASSOCIATES LLP
Certified Public Accountants and Consultants
with offices in Houston, Dallas and Los Angeles.
Telephone (303) 298-9600 Fax (303) 298-8118
717 17th Street, Suite 1600
Denver, Colorado 80202-3330
March 31, 1998
Securities and Exchange Commission
Washington, D.C. 20549
RE. Pease Oil and Gas Company
Gentlemen:
We confirm that the 1997 audit of Pease Oil and Gas Company is not yet completed
and cannot be completed by the required filing date of March 31, 1998 without
unreasonable cost and effort due to the Company's decision to change from the
successful-efforts method to the full-cost method of accounting.
Sincerely,
/s/ Hein & Associates LLP
HEIN + ASSOCIATES LLP
