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) July 2, 1998
                                    (July 2, 1998)



                                HONDO OIL & GAS COMPANY
                (Exact name of registrant as specified in its charter)



                 Delaware                  1-8979           95-1998768
        (State or other jurisdiction   (Commission       (I.R.S. Employer
            of incorporation)           File Number)    Identification No.)


               10375 Richmond Ave, Ste 900, Houston, Texas        77042
                 (Address of principal executive offices)       (Zip Code)


          Registrant's telephone number, including area code: (713) 954-4600




         _____________________________________________________________________

             (Former name or former address, if changed since last report)

                         There are no exhibits to this report.














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       Item 5.  Other Events

       The Registrant issued the following press release on July 1, 1998:


       Hondo Oil  & Gas Company  today announced that  that its  shares will  no
       longer  be traded  on the  American  Stock Exchange  as the  Company  has
       withdrawn its appeal of the Exchange's delisting decision.  Instead,  its
       shares have  begun trading  over-the-counter on  the electronic  bulletin
       board under the symbol HOGL.   The Company has been informed that one  or
       more brokers  will make a  market in the  Company's stock, although  they
       are not  obligated to do so  and may discontinue making  a market at  any
       time.

       In  April  1998  the Company  announced  that  the  rate  of  decline  in
       production from its Opon No. 3  and Opon No. 4 gas wells in Colombia  had
       been higher than  expected during the first  five months of production.  
       Recent  testing of  the wells  is  complete.   An  analysis of  the  test
       results  by the  Company's independent  reserve engineers  has  concluded
       that it  will become uneconomic  (operating costs  will exceed  operating
       revenues) to  produce the wells before  the end of  fiscal 1998 and  that
       the drilling  of additional wells  would be uneconomic  (net profit  over
       the life of a new well would be less than the cost to drill it).  In  its
       annual  report  for  the year  ended  September  30,  1997,  the  Company
       reported proved reserves  of 52.5 billion cubic  feet of natural gas  and
       1.9 million  barrels of associated liquids,  for which the present  value
       of net  cash flows was  $16.0 million.   As a result  of the  significant
       declines  in production  observed since  December 1997  and the  recently
       completed  testing,  proved  reserves  as  of  April  30,  1998  are  now
       estimated to be  0.7 billion cubic feet of  natural gas and 0.03  million
       barrels of associated  liquids, for which the  present value of net  cash
       flows is less than $0.1 million.

       The Company  is considering its  available alternatives in  light of  its
       current   financial  situation,   which   may  include,   among   others,
       negotiation with  the Company's  existing creditors,  dissolution of  the
       Company, or a filing under the applicable bankruptcy law.

       Certain statements  in this  news release  regarding future  expectations
       may be  regarded as _forward-looking  statements_ within  the meaning  of
       the U.S. Securities Litigation Reform  Act.  They are subject to  various
       risks and  uncertainties which are discussed  in detail in the  Company's
       Securities and Exchange Commission filings, including the report on  Form
       10-Q for  the quarter  ended March  31, 1998.   Actual  results may  vary
       materially.

       Hondo Oil & Gas Company is an independent oil and gas company focusing
       on international oil and gas exploration and development.

                                      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.




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                                          HONDO OIL & GAS COMPANY


       Date: July 2, 1998                 By:  /s/ Stanton J. Urquhart
                                               ______________________________
                                               Stanton J. Urquhart
                                               Vice President


















































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