UNITED STATES
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
--------------------------------------
August 31, 2000
October 10, 2000
Date of Report (Date of Earliest Event Reported)
GLADSTONE RESOURCES, INC.
State of Delaware	1-1525		91-0234563
(State or other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
3500 Oak Lawn, Suite 590, LB 49
Dallas, Texas		75219
(Address of Principal Executive Offices)		(Zip Code)
214-528-9710
(Registrant's Telephone Number, Including Area Code)

ITEM 2.	ACQUISITION OR DISPOSITION OF ASSETS
On August 31, 2000, Gladstone Energy, Inc. (the "Company") disposed, in three simultaneous transactions (the "Disposition") an aggregate of 30% of the Company's interest in and to the Righthand Creek Field in Allen and Beauregard Parishes, Louisiana. The three purchasers of the interest were i) G. R. Partners, Inc., 4625 Greenville Avenue, Suite 101, Dallas, TX 75206, who acquired 8.1632653% of the Company's interest in and to the Righthand Creek Field for a purchase price of $54,693.88; ii) Bagwell No. 6 Family L. P., P. O. Box 50010, Amarillo, TX 79105, who acquired 12.2448980% of the Company's interest in and to the Righthand Creek Field for a purchase price of $82,040.82; and (iii) the Humphrey Children's Trust, 3500 Oak Lawn Avenue, Suite 590, LB 49, Dallas, TX 75219, who acquired 9.5918367% of the Company's interest in and to the Righthand Creek Field for a purchase price of $64,265.31. The sale of the 30% interest in Righthand Creek Field represents approximately 21.5% of the Company's oil and gas interests.
On October 10, 2000, Gladstone Energy, Inc. (the "Company") disposed of 100% of the Company's interest in and to the Company's San Juan County, New Mexico properties (the "Disposition"). The purchaser of the interest was EXCO Resources, Inc., 5735 Pineland, Suite 235, Dallas, TX 75231 for a purchase price of $267,000.00. The sale of the 100% interest in the San Juan properties represents approximately 26.8% of the Company's oil and gas interests.
The purchaser, Humphrey Children's Trust, is a trust set up for the benefit of Charles B. Humphrey's children. Mr. Humphrey currently serves as the Chairman of the Board of Gladstone Energy, Inc. The terms of the sale to the Humphrey Children's Trust were proportionately the same as the sale to Bagwell No. 6 Family L. P. and to G. R. Partners, Inc., neither of which have any affiliation with the Company.
The use of the funds from the sale have not been determined.
The funds from the sale will be used to pay off corporate debt.

ITEM 7.	FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a.)	Financial statements - not applicable.
(b.)	Pro forma financial information.
	1) Gladstone Energy, Inc. proforma balance sheet as of June 30, 2000 (unaudited).
	2) Gladstone Energy, Inc. pro forma statement of income for the six months ending June 30, 2000 (unaudited).
	2) Gladstone Energy, Inc. proforma statement of operations for the year ending December 31, 1999 (unaudited)
	3) Gladstone Energy, Inc. pro forma statement of income for the six months ending June 30, 2000 (unaudited).
(c.)	The exhibits listed on the accompanying Exhibit Index immediately following the signature page are filed as part of, or incorporated by reference into, this Current Report of Form 8-K.

GLADSTONE ENERGY, INC. PRO FORMA FINANCIAL STATEMENTS

PRO FORMA FINANCIAL STATEMENTS
JUNE 30, 2000

On ~~August~~October 3110, 2000, the Company completed the sale of 30100% of the Company's interest in and to the ~~Righthand~~San ~~Creek~~Juan ~~Properties~~County, inNew ~~Allen~~Mexico ~~and Beauregard Parishes, Louisiana~~properties.

The transaction will be recorded as a gain on sale of assets sold at their fair values.

The pro forma financial statements may not be indicative of the actual results of the sale. The accompanying proforma financial statements should be read in connection with the historical statements of Gladstone Energy, Inc.

GLADSTONE ENERGY, INC. PRO FORMA BALANCE SHEET (UNAUDITED) JUNE 30, 2000

PRO FORMA BALANCE SHEET

			Historical statements	Prior Pro Forma adjustments	Current Pro Forma adjustments	Pro Forma Results

ASSETS:
CURRENT ASSETS:
	Cash		$ 41,494	$ 1,000 (2)	$ 267,000 (4)	$ 309,494
	Accounts receivable		57,373	(13,527) (1)	(10,677 ) (5)	33,169
		TOTAL CURRENT ASSETS	98,867	(12,527)	256,323	342,663

PROPERTY AND EQUIPMENT:
	Gas and oil properties (successful efforts method)		929,476	(102,022) (1)	(534,757) (5)	292,697
	Field equipment		18,628	-	-	18,628
			948,104	(102,022)	(534,757)	311,325
	Accumulated depletion and depreciation		(510,824 )	20,472 (1)	425,930 (5)	(64,422 )
		TOTAL PROPERTY AND EQUIPMENT	437,280	(81,550)	(108,827)	246,903

OTHER ASSETS:
	Cost in excess of amount assigned to net assets in New Mexico at date of acquisition, net of amortization		33,690	-	(33,690) (5)	-
	Loan origination fees, net of amortization		4,770	-	-	4,770
		TOTAL OTHER ASSETS	38,460	-	(33,690 )	4,770

TOTAL ASSETS			$ 574,607	$ (94,077)	$ 113,806	$ 594,336


LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
	Accounts payable		$ 12,911	$ (2,141)	$ -	$ 10,770
	Installment note payable to bank		55,000	(55,000 ) (1)	-	-
		TOTAL CURRENT LIABILITIES	67,911	(57,141)	-	10,770

LONG-TERM LIABILITIES:
	Long term portion of note payable to bank		145,000	(145,000 ) (1)	-	-
		TOTAL LONG-TERM LIABILITIES	145,000	(145,000)	-	-

STOCKHOLDERS' EQUITY:
	Common stock		849	-	-	849
	Capital in excess of stated value		1,379,285	-	-	1,379,285
	Retained earning (deficit)		(1,018,438 )	108,064	113,806	( 796,568 )
		TOTAL STOCKHOLDERS' EQUITY	361,696	108,064	113,806	583,566

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$ 574,607	$ (94,077)	$ 113,806	$ 594,336

(UNAUDITED)
JUNE 30, 2000
Historical statements Pro Forma adjustments Pro Forma results
ASSETS:
CURRENT ASSETS:
Cash $ 41,494 $ 1,000 (2) $ 42,494
Accounts receivable 57,373 (13,527) (1) 43,846
TOTAL CURRENT ASSETS 98,867 (12,527) 86,340
PROPERTY AND EQUIPMENT:
Gas and oil properties (successful efforts method) 929,476 (102,022) (1) 827,454
Field equipment 18,628 - 18,628
948,104 (102,022) 846,082
Accumulated depletion and depreciation (510,824) 20,472 (1) (490,352)
TOTAL PROPERTY AND EQUIPMENT 437,280 (81,550) 355,730
OTHER ASSETS:
Cost in excess of amount assigned to net assets in New Mexico at date of acquisition, net of amortization 33,690 - 33,690
Loan origination fees, net of amortization 4,770 4,770
TOTAL OTHER ASSETS 38,460 - 38,460
TOTAL ASSETS $ 574,607 $ (94,077) $ 480,530
LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
Accounts payable $ 12,911 $ (2,141) $ 10,770
Installment note payable to bank 55,000 (55,000) (1) -
TOTAL CURRENT LIABILITIES 67,911 (57,141) 10,770
LONG-TERM LIABILITIES:
Long term portion of note payable to bank 145,000 (145,000) (1) -
TOTAL LONG-TERM LIABILITIES 145,000 (145,000) -
STOCKHOLDERS' EQUITY:
Common stock 849 849
Capital in excess of stated value 1,379,285 1,379,285
Retained earning (deficit) (1,018,438) 108,064 ( 910,374)
TOTAL STOCKHOLDERS' EQUITY $ 361,696 108,064 $ 469,760
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 574,607 $ (94,077) $ 480,530
See Notes to Pro Forma Financial Statements (Unaudited)

GLADSTONE ENERGY, INC. PRO FORMA STATEMENT OF OPERATIONS (UNAUDITED) FOR THE YEAR ENDING DECEMBER 31, 1999

PRO FORMA STATEMENT OF OPERATIONS

			Historical statements	Prior Pro Forma adjustments (1)	Current Pro Forma adjustments (5)	Pro Forma results

SALES:
	Gas and oil		$ 223,943	$ (48,360)	$ (56,031)	$ 119,552

COST OF SALES:
	Production taxes		24,346	(4,388)	(4,419)	15,539
	Well operating expense		72,242	(14,947 )	(19,686 )	37,609
		TOTAL COST OF SALES	96,588	(19,335 )	(24,105 )	53,148
GROSS PROFIT ON SALES			127,355	(29,025 )	(31,926 )	66,404

EXPENSES:
	Oil and gas prospect expense		24,491	-	-	24,491
	Dry hole and abandonment loss		114,388	-	-	114,388
	Depletion		56,973	(9,768)	(21,710)	25,495
	Depreciation and amortization		8,724	-	(6,338)	2,386
	General and administrative		43,115	-	-	43,115
	Interest		9,862	(2,958)	-	6,904
	Taxes		8,050	-	-	8,050
	Legal, auditing and accounting		75,501	-	-	75,501
		TOTAL EXPENSES	341,104	(12,726 )	(28,048 )	300,330
			(213,749)	(16,299)	(3,878)	(233,926)

OTHER INCOME
	Interest and dividend income		9,683	-	-	9,683
Income (loss) before taxes			(204,066)	(16,299)	(3,878)	(224,243)
Income taxes			-	-	-	-
NET INCOME (LOSS)			$ (204,066)	$ (16,299)	$ (3,878)	$ (224,243)

EARNINGS/(LOSS) PER SHARE:
	Basic:		$ (.24)	$ (.02)	$ (.00)	$ (.26)
	Diluted:		$ (.24)	$ (.02)	$ (.00)	$ (.26)

(UNAUDITED)
FOR THE YEAR ENDING DECEMBER 31, 1999
Historical statements Pro Forma adjustments Pro Forma results
SALES:
Gas and oil $ 223,943 $ (48,360) $ 175,583
COST OF SALES:
Production taxes 24,346 (4,388) 19,958
Well operating expense 72,242 (14,947) 57,295
TOTAL COST OF SALES 96,588 (19,335) 77,253
GROSS PROFIT ON SALES 127,355 (29,025) 98,330
EXPENSES:
Oil and gas prospect expense 24,491 - 24,491
Dry hole and abandonment loss (recovery) 114,388 - 114,388
Depletion 56,973 (9,768) 47,205
Depreciation and amortization 8,724 - 8,724
General and administrative 43,115 - 43,115
Interest 9,862 (2,958) 6,904
Taxes 8,050 - 8,050
Legal, auditing and accounting 75,501 - 75,501
TOTAL EXPENSES 341,104 (12,726) 328,378
(213,749) (16,299) (230,048)
OTHER INCOME
Interest and dividend income 9,683 - 9,683
Income (loss) before taxes (204,066) (16,299) (220,365)
Income taxes - - -
NET INCOME $ (204,066) $ (16,299) $ (220,365)
EARNINGS PER SHARE:
Basic: (.24) (.02) (.26)
Diluted: (.24) (.02) (.26)
See Notes to Pro Forma Financial Statements (Unaudited)

GLADSTONE ENERGY, INC. PRO FORMA STATEMENT OF OPERATIONS (UNAUDITED) FOR THE SIX MONTHS ENDING JUNE 30, 2000

PRO FORMA STATEMENT OF OPERATIONS

			Historical statements	Prior Pro Forma adjustments (1)	Current Pro Forma adjustments (5)	Pro Forma results

SALES:
	Gas and oil		$ 220,830	$ (53,733)	$ (38,499)	$ 128,598

COST OF SALES:
	Production taxes		24,871	(6,476)	(3,043)	15,352
	Well operating expense		39,315	(7,850 )	(12,175 )	19,290
		TOTAL COST OF SALES	64,186	(14,326 )	(15,218 )	34,642
GROSS PROFIT ON SALES			156,644	(39,407 )	(23,281 )	93,956

EXPENSES:
	Dry hole and abandonment loss		84,975	-	-	84,975
	Depletion		44,508	(9,742)	(10,842)	23,924
	Depreciation and amortization		7,849	(682)	(3,189)	3,978
	General and administrative		24,222	-	-	24,222
	Interest		10,886	(10,886)	-	-
	Taxes		2,452	-	-	2,452
	Legal, auditing and accounting		14,730	-	-	14,730
		TOTAL EXPENSES	189,622	(21,310 )	(14,031 )	154,281
			(32,978)	(18,097)	(9,250)	(60,325)

OTHER INCOME
	Interest and dividend income		19	-	-	19
Income (loss) before taxes			(32,959)	(18,097)	(9,250)	(60,306)
Income taxes			-	-	-	-
NET INCOME (LOSS)			$ (32,959)	$ (18,097)	$ (9,250)	$ (60,306)

EARNINGS/(LOSS) PER SHARE:
	Basic:		$ (.04)	$ (.02)	$ (.01)	$ (.07)
	Diluted:		$ (.04)	$ (.02)	$ (.01)	$ (.07)

(UNAUDITED)
FOR THE SIX MONTHS ENDING JUNE 30, 2000
Historical statements Pro Forma adjustments Pro Forma results
SALES:
Gas and oil $ 220,830 $ (53,733) $ 167,097
COST OF SALES:
Production taxes 24,871 (6,476) 18,395
Well operating expense 39,315 (7,850) 31,465
TOTAL COST OF SALES 64,186 (14,326) 49,860
GROSS PROFIT ON SALES 156,644 (39,407) 117,237
EXPENSES:
Dry hole and abandonment loss (recovery) 84,975 - 84,975
Depletion 44,508 (9,742) 34,766
Depreciation and amortization 7,849 (682) 7,167
General and administrative 24,222 - 24,222
Interest 10,886 (10,886) -
Taxes 2,452 - 2,452
Legal, auditing and accounting 14,730 - 14,730
TOTAL EXPENSES 189,622 (21,310) 168,312
(32,978) (18,097) (51,075)
OTHER INCOME
Interest and dividend income 19 - 19
Income (loss) before taxes (32,959) - 19
Income taxes - - -
NET INCOME $ (32,959) $ (18,097) $ (51,056)
EARNINGS PER SHARE:
Basic: (.04) (.02) (.06)
Diluted: (.04) (.02) (.06)
See Notes to Pro Forma Financial Statements (Unaudited)

GLADSTONE ENERGY, INC.
NOTES TO PRO FORMA BALANCE SHEET
NOTES TO PRO FORMA FINANICAL STATEMENTS
JUNE 30, 2000
(1)	To reflect the elimination of assets, liabilities, income and expenses relating to and resulting from the sale of 30% of the Righthand Creek oil property as of June 30, 2000, and the six month period ending June 30, 2000.
(2)	To reflect the cash proceeds from the sale of the Righthand Creek property.
		Gross proceeds	$ 201,000
		Note Payoff	(200,000)
		Net proceeds	$ 1,000
(3)	To reflect the estimated gain for proforma financial statement purposes for the sale of Righthand Creek property:
		Sales price	$ 201,000
		Cost of 30% of property	(102,022)
		Accumulated depletion and depreciation	920,~~086~~472
		Estimated gain	$ ~~108~~119,~~064~~450
(4)	To reflect the cash proceeds from the sale of the San Juan, New Mexico property:
		Gross proceeds	$ 267,000
		Net proceeds	$ 267,000
(5)	To reflect the elimination of assets, liabilities, income and expenses relating to and resulting from the sale of 100% of the San Juan, New Mexico gas properties on October 10, 2000, but effective for production purposes as of August 1, 2000, for the six months ended June 30, 2000.
(6)	To reflect the estimated gain for proforma financial statement purposes for the sale of the San Juan New Mexico property:
		Sales price	$ 267,000
		Cost of property	(534,757)
		Cost in excess of assets purchased	(337,000)
		Accumulated depletion and depreciation	425,930
		Accumulated amortization	303,310
		Estimated gain	$ 124,483

SIGNATURES

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

GLADSTONE ENERGY, INC.

By: ~~/s/ Johnathan M. Hill~~ Johnathan M. Hill President

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
10.1	Purchase and Sale Agreement made and entered into as of the 30th day of August, 2000 between Gladstone Energy, Inc., as Seller, and G. R. Partners, Inc., as Purchaser.
2.1	Purchase and Sale Agreement made and entered into as of the 10th day of October, 2000 between Gladstone Energy, Inc., as Seller, and EXCO Resources, Inc., as Purchaser.
10.2	Purchase and Sale Agreement made and entered into as of the 30th day of August, 2000 between Gladstone Energy, Inc., as Seller, and Bagwell No. 6 Family L. P., as Purchaser.
2.2	Assignment and Bill of Sale dated October 10, 2000, effective as to accounting for production as of August 1, 2000.
10.3	Purchase and Sale Agreement made and entered into as of the 30th day of August, 2000 between Gladstone Energy, Inc., as Seller, and Humphrey Children's Trust, Sheila Irons, Trustee, as Purchaser.
10.4	Assignment and Bill of Sale dated August 31, 2000, effective as to accounting for production as of August 1, 2000.

			Historical statements	Pro Forma adjustments	Pro Forma results
ASSETS:
CURRENT ASSETS:
	Cash		$ 41,494	$ 1,000 (2)	$ 42,494
	Accounts receivable		57,373	(13,527) (1)	43,846
		TOTAL CURRENT ASSETS	98,867	(12,527)	86,340
PROPERTY AND EQUIPMENT:
	Gas and oil properties (successful efforts method)		929,476	(102,022) (1)	827,454
	Field equipment		18,628	-	18,628
			948,104	(102,022)	846,082
	Accumulated depletion and depreciation		(510,824)	20,472 (1)	(490,352)
		TOTAL PROPERTY AND EQUIPMENT	437,280	(81,550)	355,730
OTHER ASSETS:
	Cost in excess of amount assigned to net assets in New Mexico at date of acquisition, net of amortization		33,690	-	33,690
	Loan origination fees, net of amortization		4,770		4,770
		TOTAL OTHER ASSETS	38,460	-	38,460
TOTAL ASSETS			$ 574,607	$ (94,077)	$ 480,530
LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
	Accounts payable		$ 12,911	$ (2,141)	$ 10,770
	Installment note payable to bank		55,000	(55,000) (1)	-
		TOTAL CURRENT LIABILITIES	67,911	(57,141)	10,770
LONG-TERM LIABILITIES:
	Long term portion of note payable to bank		145,000	(145,000) (1)	-
		TOTAL LONG-TERM LIABILITIES	145,000	(145,000)	-
STOCKHOLDERS' EQUITY:
	Common stock		849		849
	Capital in excess of stated value		1,379,285		1,379,285
	Retained earning (deficit)		(1,018,438)	108,064	( 910,374)
		TOTAL STOCKHOLDERS' EQUITY	$ 361,696	108,064	$ 469,760
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$ 574,607	$ (94,077)	$ 480,530

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