PEASE OIL & GAS CO /CO/
8-K, 1998-12-15
CRUDE PETROLEUM & NATURAL GAS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported) December 1, 1998



                           PEASE OIL AND GAS COMPANY 
             (Exact name of registrant as specified in its charter)





       Nevada                          0-6580                     87-0285520  
(State or other jurisdiction     (Commission File No.)         (I.R.S. Employer
  of incorporation)                                          Identification No.)




751 Horizon Court, Suite 203, Grand Junction, Colorado            81506-8718
     (Address of principal executive offices)                     (Zip Code)


Registrant's telephone number including area code:   (970) 245-5917



<PAGE>


Item 5.           OTHER EVENTS.

         On December 1, 1998,  F. A. Wise,  a director of the  Registrant  since
July 10, 1998 and a member of the Executive Committee of the Board of Directors,
resigned as a director.  Mr Wise has agreed to continue to assist the Registrant
as a part time  consultant.  Effective  December  7, 1998,  in  connection  with
termination  of an  employment  agreement  and  separation as an employee of the
Registrant,  Willard H. Pease,  Jr.,  resigned as a director of the  Registrant.
Following the  resignations of Messrs.  Wise and Pease, the Registrant has seven
directors.

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:    December 15, 1998

                                      PEASE OIL AND GAS COMPANY


                                      By  /s/ Patrick J. Duncan 
                                         Patrick J. Duncan, President


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