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 5, 1999

                         MOUNTAINS WEST EXPLORATION, INC.
             (Exact name of Registrant as specified in its charter)

       New Mexico                   0-9500                       85-0280415  
   (State or other               (Commission                    IRS Employer
   jurisdiction of               File Number)                Identification No.
   Incorporation)                  

         616 Central Ave., S.E., Suite 213
             Albuquerque, New Mexico                              87102
      (Address of principal executive offices)                  (Zip code)
 

Registrant's telephone number, including area code 505-243-4949

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

Item 2.  Acquisition or disposition of assets.

     In the third  quarter  10QSB,  notice  was given  that the  Company  was in
default on its cash calls with the Papua New Guinea  properties  which consisted
mostly of the  original  license PPL 56, now  designated  PDL 3, PPL 189 and PPL
190. All efforts which have been made to cure these  defaults have failed.  Sale
of the  properties  as well as attempts to merge the Company  with other  public
companies  have  failed.  As of  February 5, 1999 all of these  properties  have
become the property of the Joint Venture Partners  according to the terms of the
Joint Operating Agreements. The final property PPL 203, which is also in default
for past cash  calls,  is now on the  market for sale.  Management  at this time
cannot assure that PPL 203 can be sold.

     Worldwide  economic  conditions  of the depressed oil and gas business have
caused the complete devaluation of all oil and gas properties. A recent economic
analysis of the Company's  properties in Papua New Guinea has indicated  that at
current prices for oil and current producing  capacity of the wells, that at the
end of ten years production, the properties had a negative value thereby causing
the Company's current situation.



                                   SIGNATURES

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

Date: February 10, 1999

WESTLAND DEVELOPMENT CO., INC.
      

By: Robert A. Doak, Jr.
    ------------------------------
    Robert A. Doak, Jr., President