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





Item 5.           OTHER EVENTS.

         As previously  announced,  the Board of Directors of the Registrant has
approved a 10-into-1  reverse stock split of the Registrant's  outstanding $0.10
par value common stock and a corresponding  decrease in the number of authorized
shares of such class of common stock from 40,000,000 shares to 4,000,000 shares.
The reverse  stock split is effective as of the close of business on December 1,
1998.  Fractional  shares which would otherwise be held by any stock holder as a
result of the reverse  stock split shall each be rounded up to the next  highest
whole  number of shares at the  effective  date of the  reverse  stock split and
therefore no  fractional  shares will be issued.  After the reverse  stock split
there will be approximately 1,600,705 shares of the Registrant's $0.10 par value
common stock issued and outstanding.


                                   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 1, 1998

                                             PEASE OIL AND GAS COMPANY



                                             By /s/ Patrick J. Duncan        
                                                Patrick J. Duncan, President
                                                and Principal Accounting Officer


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