8-K

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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)  FEBRUARY 26, 1999




                            PANHANDLE ROYALTY COMPANY
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)




       OKLAHOMA                      0-9116                   73-1055775
 ----------------------          ---------------            -----------------
(State of Incorporation)        (Commission File)          (I.R.S. Employer
                                     Number                Identification No.)


    GRAND CENTRE SUITE 210, 5400 NORTH GRAND BLVD., OKLAHOMA CITY, OK 73112
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)


Registrant's telephone number including area code:   (405) 948-1560
                                                  ------------------------------














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ITEM 5.           OTHER EVENTS

         (1)      Board of Directors approved a three-for-one stock split and
                  other amendments to the Company's Articles of Incorporation to
                  be submitted to shareholders for approval at a special meeting
                  scheduled on May 7, 1999.


ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS

         99-1.    News Release dated Friday, February 26, 1999 from Panhandle
                  Royalty Company announcing stock split and other amendments.


                                   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.





                                           PANHANDLE ROYALTY COMPANY



                                           /s/   Michael C. Coffman
                                           -----------------------------------
                                           Michael C. Coffman - Vice President,
                                           Secretary and Treasurer



DATE: March 3, 1999

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                               INDEX TO EXHIBITS




Exhibit
Number            Description
- -------           -----------
               
 99-1.            News Release dated Friday, February 26, 1999 from Panhandle
                  Royalty Company announcing stock split and other amendments.

EX-99.1

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                                  EXHIBIT 99-1.
                                  -------------





Oklahoma City, February 26, 1999 -- Panhandle Royalty Company(NASDAQ-PANRA)
announced today that its Board of Directors had approved a 3 for 1 stock split
and other amendments to its Articles of Incorporation to be submitted to
shareholders for approval at a special meeting scheduled on May 7, 1999. The
record date for the special shareholders meeting is March 19, 1999. The changes
to the Articles of Incorporation to be submitted to shareholders for approval
are:

o        A change in the duration of the Company to perpetual duration from
         fifty years.

o        An increase in the number of authorized shares of Class A Common Stock,
         from 1,000,000 shares to 6,000,000 shares and to effect a three-for-one
         stock split of the outstanding Class A Common Stock.

o        A change in the voting rights of the Class A Common Stock from one vote
         per shareholder to one vote per share.

o        A requirement that holders of 66 2/3% of the Common Stock must approve
         certain acquisition transactions.

In making the announcement, HW Peace II, President and CEO, stated "This
shareholders' vote is the most important vote in the Company's history and
approval of the changes to the Articles of Incorporation is essential to the
Company's future growth and the Board's efforts to enhance shareholder value."

At the Annual Shareholders meeting today, Jerry L. Smith, Chairman, HW Peace II,
President and CEO, and Robert A Reece were reelected to the Board of Directors
for new three year terms.

Panhandle Royalty Company (NASDAQ-PANRA) is a publicly held diversified mineral
holding company engaged in the acquisition, ownership, management and
development of its fee minerals. It actively participates in the exploration,
drilling, production and acquisition of hydrocarbons on internally and
externally generated prospects. Its stock is traded on the NASDAQ small cap
stock market under the symbol PANRA. The Company's office is located in
Oklahoma City while its mineral holdings and production are situated in
Oklahoma, New Mexico, Texas, and 12 other states.