OGE ENERGY CORP
10-Q, 1998-05-15
ELECTRIC SERVICES
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                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1998

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

                         Commission file number 1-12579


                                OGE Energy Corp.
             (Exact name of registrant as specified in its charter)

              Oklahoma                                 73-1481638
   (State or other jurisdiction of                 (I.R.S.  Employer
    incorporation or organization)                 Identification No.)

                                321 North Harvey
                                  P. O. Box 321
                       Oklahoma City, Oklahoma 73101-0321
                    (Address of principal executive offices)
                                   (Zip Code)

                                  405-553-3000
              (Registrant's telephone number, including area code)


          Indicate  by check  mark  whether  the  registrant  (1) has  filed all
     reports  required  to be filed  by  Section  13 or 15(d) of the  Securities
     Exchange  Act of 1934 during the  preceding  12 months (or for such shorter
     period that the registrant was required to file such reports),  and (2) has
     been subject to such filing requirements for the past 90 days.

     Yes   X           No
        -------          -------

There  were  40,385,917  Shares of Common  Stock,  par  value  $0.01 per  share,
outstanding as of April 30, 1998.

================================================================================


<PAGE>
<TABLE>
<CAPTION>

                                OGE ENERGY CORP.


                          PART I. FINANCIAL INFORMATION

ITEM 1  FINANCIAL STATEMENTS

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

                                                                        3 MONTHS ENDED
                                                                           MARCH 31

                                                                   1998             1997
                                                              --------------    --------------
                                                        (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<S>                                                           <C>               <C>
OPERATING REVENUES:
  Electric utility.........................................   $     236,645     $     227,878
  Non-utility..............................................          69,239            63,337
                                                              --------------    --------------
    Total operating revenues...............................         305,884           291,215
                                                              --------------    --------------
OPERATING EXPENSES:
  Fuel.....................................................          59,614            56,614
  Purchased power..........................................          56,325            58,157
  Gas purchased for resale.................................          48,247            42,958
  Other operation and maintenance..........................          79,401            71,625
  Depreciation and amortization............................          37,050            35,320
  Current income taxes.....................................          (1,996)             (886)
  Deferred income taxes, net...............................             908              (219)
  Deferred investment tax credits, net.....................          (1,287)           (1,287)
  Taxes other than income..................................          13,325            12,932
                                                              --------------    --------------
    Total operating expenses...............................         291,587           275,214
                                                              --------------    --------------
OPERATING INCOME...........................................          14,297            16,001
                                                              --------------    --------------

OTHER INCOME AND DEDUCTIONS:
  Interest income..........................................           1,483               547
  Other....................................................            (180)             (105)
                                                              --------------    --------------
    Net other income.......................................           1,303               442 
                                                              --------------    --------------
INTEREST CHARGES:
  Interest on long-term debt...............................          13,790            15,419
  Allowance for borrowed funds used during construction....            (181)              (67)
  Other....................................................           2,331             1,351
                                                              --------------    --------------
    Total interest charges, net............................          15,940            16,703
                                                              --------------    --------------
NET LOSS...................................................            (340)             (260)

PREFERRED DIVIDEND REQUIREMENTS............................             733               571
                                                              --------------    --------------
LOSS AVAILABLE FOR COMMON..................................   $      (1,073)    $        (831)
                                                              ==============    ==============
AVERAGE COMMON SHARES OUTSTANDING (THOUSANDS)..............          40,386            40,374

LOSS PER AVERAGE COMMON SHARE..............................   $       (0.03)    $       (0.02)
                                                              ==============    ==============
DIVIDENDS DECLARED PER SHARE...............................   $       0.665     $       0.665
<FN>
THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ARE AN INTEGRAL PART HEREOF.
</FN>
</TABLE>


                                        1
<PAGE>
<TABLE>
<CAPTION>

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                                                                            MARCH 31         DECEMBER 31
                                                                              1998                1997
                                                                          -------------      --------------
                                                                                (DOLLARS IN THOUSANDS)
<S>                                                                       <C>                <C>
ASSETS
PROPERTY, PLANT AND EQUIPMENT:
  In service....................................................          $   4,138,062      $    4,125,858
  Construction work in progress.................................                 39,616              25,799
                                                                          -------------      --------------
    Total property, plant and equipment.........................              4,177,678           4,151,657
      Less accumulated depreciation.............................              1,832,415           1,797,806
                                                                          -------------      --------------
  Net property, plant and equipment.............................              2,345,263           2,353,851
                                                                          -------------      --------------
OTHER PROPERTY AND INVESTMENTS, at cost.........................                 82,501              37,898
                                                                          -------------      --------------
CURRENT ASSETS:
  Cash and cash equivalents.....................................                    240               4,257
  Accounts receivable - customers, net..........................                 97,731             117,842
  Accrued unbilled revenues.....................................                 29,200              36,900
  Accounts receivable - other...................................                 23,602              11,470
  Fuel inventories, at LIFO cost................................                 49,068              49,369
  Materials and supplies, at average cost.......................                 28,743              28,430
  Prepayments and other.........................................                  4,205               4,489
  Accumulated deferred tax assets...............................                  5,797               6,925
                                                                          -------------      --------------
    Total current assets........................................                238,586             259,682
                                                                          -------------      --------------
DEFERRED CHARGES:
  Advance payments for gas......................................                 10,500              10,500
  Income taxes recoverable through future rates.................                 42,095              42,549
  Other.........................................................                 59,690              61,385
                                                                          -------------      --------------
    Total deferred charges......................................                112,285             114,434
                                                                          -------------      --------------
TOTAL ASSETS....................................................          $   2,778,635      $    2,765,865
                                                                          =============      ==============

CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
  Common stock and retained earnings............................          $     957,033      $      984,960
  Cumulative preferred stock....................................                    ---              49,266
  Long-term debt................................................                835,114             841,924
                                                                          -------------      --------------
    Total capitalization........................................              1,792,147           1,876,150
                                                                          -------------      --------------
CURRENT LIABILITIES:
  Short-term debt...............................................                143,100               1,000
  Accounts payable..............................................                 70,785              77,733
  Dividends payable.............................................                 26,857              27,428
  Customers' deposits...........................................                 23,852              23,847
  Accrued taxes.................................................                  3,599              21,677
  Accrued interest..............................................                 15,494              20,041
  Long-term debt due within one year............................                 12,500              25,000
  Other.........................................................                 36,414              38,518
                                                                          -------------      --------------
    Total current liabilities...................................                332,601             235,244
                                                                          -------------      --------------
DEFERRED CREDITS AND OTHER LIABILITIES:
  Accrued pension and benefit obligation........................                 64,710              62,023
  Accumulated deferred income taxes.............................                502,960             503,952
  Accumulated deferred investment tax credits...................                 71,590              72,878
  Other.........................................................                 14,627              15,618
                                                                          -------------      --------------
    Total deferred credits and other liabilities................                653,887             654,471
                                                                          -------------      --------------
TOTAL CAPITALIZATION AND LIABILITIES............................          $   2,778,635      $    2,765,865
                                                                          =============      ==============
<FN>

THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ARE AN INTEGRAL PART HEREOF.
</FN>
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>

                           CONSOLIDATED STATEMENTS OF
                                   CASH FLOWS
                                   (Unaudited)
                                                                                      3 MONTHS ENDED
                                                                                         MARCH 31
                                                                                  1998              1997
                                                                             --------------     --------------
                                                                                   (DOLLARS IN THOUSANDS)
<S>                                                                          <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss...........................................................        $        (340)     $        (260)
  Adjustments to Reconcile Net Loss to Net
   Cash Provided From Operating Activities:
    Depreciation and amortization....................................               37,050             35,320
    Deferred income taxes and investment tax credits, net............                 (379)            (1,506)
    Change in Certain Current Assets and Liabilities:
      Accounts receivable - customers................................               20,111             29,216
      Accrued unbilled revenues......................................                7,700             10,000
      Fuel, materials and supplies inventories.......................                  (12)             1,758
      Accumulated deferred tax assets................................                1,128              3,853
      Other current assets...........................................                  247              3,028
      Accounts payable...............................................               (6,948)            (5,752)
      Accrued taxes..................................................              (18,078)           (14,314)
      Accrued interest...............................................               (4,547)            (3,024)
      Other current liabilities......................................               (2,670)            (2,495)
    Other operating activities.......................................                3,262             (8,461)
                                                                             --------------     --------------
        Net cash provided from operating activities..................               36,524             47,363
                                                                             --------------     --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures...............................................              (28,132)           (25,005)
  Other investment activities........................................              (58,343)               ---
                                                                             --------------     --------------
        Net cash used in investing activities........................              (86,475)           (25,005)
                                                                             --------------     --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Retirement of long-term debt.......................................              (25,000)           (15,000)
  Proceeds from long-term debt.......................................                5,690                ---
  Short-term debt, net...............................................              142,100             24,500
  Redemption of preferred stock......................................              (49,266)               (50)
  Cash dividends declared on preferred stock.........................                 (733)              (571)
  Cash dividends declared on common stock............................              (26,857)           (26,849)
                                                                             --------------     --------------
        Net cash provided (used) in financing activities.............               45,934            (17,970)
                                                                             --------------     --------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS.................               (4,017)             4,388
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD.....................                4,257              2,523
                                                                             --------------     --------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD...........................        $         240      $       6,911
                                                                             ==============     ==============

- --------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Cash Paid During the Period for:
    Interest (net of amount capitalized).............................        $      18,721      $      18,213
    Income taxes.....................................................        $       7,180      $       5,175
- --------------------------------------------------------------------------------------------------------------
<FN>
DISCLOSURE OF ACCOUNTING POLICY:
  For purposes of these statements, the Company considers all highly liquid debt
  instruments  purchased  with a  maturity  of three  months  or less to be cash
  equivalents. These investments are carried at cost which approximates market.

THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ARE AN INTEGRAL PART HEREOF.
</FN>
</TABLE>


                                        3


<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

1.      The condensed  consolidated  financial  statements  included herein have
        been  prepared  by OGE Energy  Corp.  (the  "Company"),  without  audit,
        pursuant to the rules and  regulations  of the  Securities  and Exchange
        Commission.   Certain  information  and  footnote  disclosures  normally
        included in financial  statements  prepared in accordance with generally
        accepted  accounting  principles have been condensed or omitted pursuant
        to such rules and  regulations;  however,  the Company believes that the
        disclosures  are  adequate  to  make  the   information   presented  not
        misleading.

        In the  opinion of  management,  all  adjustments  necessary  to present
        fairly the financial  position of the Company and its subsidiaries as of
        March 31, 1998, and December 31, 1997, and the results of operations and
        the changes in cash flows for the  periods  ended  March 31,  1998,  and
        March 31, 1997, have been included and are of a normal  recurring nature
        (excluding  amortization  of a regulatory  asset relating to a Voluntary
        Early  Retirement  Package  ("VERP") and severance  package - See Item 2
        "Management's Discussion and Analysis of Financial Condition and Results
        of Operations" for related discussion).

        The results of operations for such interim  periods are not  necessarily
        indicative of the results for the full year. It is suggested  that these
        condensed  consolidated financial statements be read in conjunction with
        the consolidated  financial statements and the notes thereto included in
        the Company's Form 10-K for the year ended December 31, 1997.

2.      In June 1997,  the FASB issued SFAS No.  130,  "Reporting  Comprehensive
        Income."  Adoption  of SFAS No. 130 is  required  for both  interim  and
        annual periods  beginning  after December 15, 1997. The Company  adopted
        this new  standard  effective  March 31, 1998.  Comprehensive  income as
        defined in SFAS No. 130 equals the  Company's net income as shown in the
        Consolidated Statements of Income.

3.      In June 1997, the FASB issued SFAS No. 131,  "Disclosures About Segments
        of an Enterprise and Related  Information."  Adoption of SFAS No. 131 is
        required for fiscal years beginning after December 15, 1997. The Company
        will adopt this new standard  effective  December 31, 1998.  Adoption of
        this new  standard  will change the  presentation  of certain  financial
        information of the Company, but will not affect reported earnings.

4.      In February 1998, the FASB issued SFAS No.132,  "Employers'  Disclosures
        about Pensions and Other Postretirement  Benefits." Adoption of SFAS No.
        132 is required for financial  statements  for periods  beginning  after
        December  15, 1997.  The Company will adopt this new standard  effective
        December  31,  1998.  Adoption  of this new  standard  will  change  the
        presentation of certain disclosure  information of the Company, but will
        not affect reported earnings.

                                       4


<PAGE>


5.      In April 1998, Statement of Position (SOP) 98-5,  "Reporting on the Cost
        of Start-Up Activities" was issued.  Adoption of SOP 98-5 is required in
        fiscal years  beginning  after December 15, 1998. The Company will adopt
        this new standard effective March 31, 1999, and management  believes the
        adoption  of this new  standard  will not have a material  impact on its
        consolidated financial position or results of operation.


ITEM 2  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

OVERVIEW

     The following  discussion and analysis  presents factors which affected the
results of  operations  for the three months ended March 31, 1998 (the  "current
period"),  and the  financial  position as of March 31, 1998, of the Company and
its subsidiaries:  Oklahoma Gas and Electric Company  ("OG&E"),  Enogex Inc. and
its subsidiaries ("Enogex") and Origen and its subsidiaries ("Origen").  For the
three  months ended March 31, 1998,  approximately  77 percent of the  Company's
revenues  consisted of regulated sales of electricity by OG&E, a public utility,
while the  remaining 23 percent was provided by the  non-utility  operations  of
Enogex.  Origen  recently  was  formed and its  operations  to date have been de
minimis.  Revenues from sales of electricity are somewhat seasonal, with a large
portion of OG&E's annual electric  revenues  occurring  during the summer months
when the electricity needs of its customers increase.  Actions of the regulatory
commissions that set OG&E's electric rates will continue to affect the Company's
financial  results.  Unless  indicated  otherwise,  all comparisons are with the
corresponding period of the prior year.

     Some of the matters discussed in this Form 10-Q may contain forward-looking
statements  that are subject to certain risks,  uncertainties  and  assumptions.
Actual results may vary  materially.  Factors that could cause actual results to
differ materially include,  but are not limited to: general economic conditions,
including  their  impact on capital  expenditures;  business  conditions  in the
energy industry;  competitive factors; unusual weather; regulatory decisions and
other risk factors listed in the Company's Form 10-K for the year ended December
31, 1997 including  Exhibit 99.01 thereto and other factors  described from time
to time in the Company's reports to the Securities and Exchange Commission.

     In 1994,  OG&E  restructured  and redesigned its operations to reduce costs
and to more  favorably  position  itself for the  competitive  electric  utility
environment.  As  part of this  process,  OG&E  implemented  a  Voluntary  Early
Retirement  Package ("VERP") and a severance package in 1994. These two packages
reduced OG&E's workforce by approximately 900 employees.

                                       5


<PAGE>


     In response  to an  application  filed by OG&E,  the  Oklahoma  Corporation
Commission  ("OCC") issued an order on October 26, 1994, that permitted OG&E to:
(i) establish a regulatory  asset in connection  with the costs  associated with
the workforce  reduction;  (ii)  amortize the December 31, 1994,  balance of the
regulatory  asset over 26 months;  and (iii)  reduce  OG&E's  electric  rates by
approximately $15 million  annually,  effective January 1995. In 1996, the labor
savings  substantially  offset the  amortization of the regulatory asset and the
annual rate reduction of $15 million.  The regulatory  asset was fully amortized
at  February  28,  1997 and again the labor  savings  substantially  offset  the
regulatory  asset  amortization  in 1997 and  therefore,  did not  significantly
impact operating results.


REVENUES

     Total  operating  revenues  increased  $14.7  million or 5.0  percent.  The
increase  was  attributable  to  increased  electric  sales by OG&E and increase
Enogex  revenues.  Increased  electric  sales  were  primarily  attributable  to
continued electric customer growth,  favorable weather conditions and the impact
of the Generation Efficiency Performance Rider ("GEP Rider") that was authorized
by the OCC in OG&E's most recent rate order. The GEP Rider increased  revenue by
approximately  $6.4  million.  These  increases  offset  the  effects of the $50
million annual rate reduction that became effective March 5, 1997.

     Customer  growth  and the  favorable  weather  conditions  in the  electric
service area resulted in a 3.3 percent increase in  kilowatt-hour  sales to OG&E
customers  ("system  sales").  Sales to other  utilities  increased 1.6 percent;
however, sales to other utilities are at much lower prices per kilowatt-hour and
have less impact on operating revenues and earnings than system sales.

     Enogex  revenues  increased  $5.2 million or 7.0 percent  primarily  due to
higher  volumes of natural gas sold through its gas marketing  activities.  This
increase was partially  offset by lower  average  prices for natural gas liquids
and lower gas prices in the development and production segment.


EXPENSES

     Total operating  expenses  increased $16.4 million or 5.9 percent primarily
due to increased fuel cost and other  operation and expenses at OG&E,  increased
volumes and prices paid by Enogex for natural gas  purchased for resale to third
parties and increased costs at Enogex associated with expansion activities.

     Fuel  expense  increased  $3.0  million  or 5.3  percent  primarily  due to
increased  generation as a result of favorable weather conditions.  Variances in
the actual cost of fuel used in electric  generation and certain purchased power
costs,  as compared to that component in  cost-of-service  for  ratemaking,  are
passed through to OG&E's electric  customers  through  automatic fuel adjustment
clauses. The automatic fuel adjustment clauses are subject to periodic review by
the

                                       6


<PAGE>


OCC, the Arkansas  Public  Service  Commission  ("APSC") and the Federal  Energy
Regulatory  Commission  ("FERC").  Enogex  Inc.  owns and  operates  a  pipeline
business that delivers natural gas to the generating  stations of OG&E. The OCC,
the APSC and the FERC have authority to examine the  appropriateness  of any gas
transportation  charges  or other  fees OG&E pays  Enogex,  which  OG&E seeks to
recover through the fuel adjustment clause or other tariffs.

     Enogex's gas purchased for resale pursuant to its gas marketing  operations
increased  $5.3 million or 12.3  percent,  due to higher  volumes  purchased and
higher gas costs.

     Other  operation  and  maintenance  increased  $7.8 million or 10.9 percent
primarily due to increased costs  associated  with scheduled  overhauls at three
OG&E power  generating  stations and costs at Enogex  associated  with expansion
activities.

     Depreciation and amortization  increased $1.7 million or 4.9 percent due to
an increase in depreciable  property and higher oil and gas  production  volumes
(based on units of production depreciation method).

     Interest income increased $0.9 million  primarily due to a $50 million loan
to the NOARK  partnership  from Enogex in January 1998 as part of Enogex's entry
into the NOARK partnership.

     Interest charges decreased $0.8 million or 4.6 percent primarily due to the
redemption  on August  21,  1997 of  OG&E's  $250  million  of  long-term  debt,
refinanced at lower interest  cost,  OG&E  refinancing  $56 million of 7 percent
Pollution  Control  Revenue  Bonds in July 1997 and OG&E retiring $25 million of
6.375 percent First-Mortgage Bonds in January 1998.  These interest savings were
partially offset by costs associated with increased short-term debt.

EARNINGS

     The current  period net loss of $340,000  represents a decrease of $80,000.
Loss per average  common  share  increased  from two cents to three cents in the
current period. These changes reflect the above items and the seasonal nature of
the Company's regulated electric business.


LIQUIDITY AND CAPITAL REQUIREMENTS

     The  Company  meets its cash  needs  through  internally  generated  funds,
permanent  financing and  short-term  borrowings.  Internally  generated  funds,
short-term  borrowings  and  medium-term  notes of  Enogex  described  below are
expected to meet virtually all of the Company's capital requirements through the
remainder  of  1998.  Short-term  borrowings  will  continue  to be used to meet
temporary cash requirements.

     The Company's  primary needs for capital are related to construction of new
facilities to meet anticipated demand for OG&E's utility service,  to replace or
expand existing  facilities in OG&E's electric  utility  business and to acquire
new  facilities  or replace or expand  existing

                                       7


<PAGE>


facilities in its  non-utility  businesses,  and to some extent,  for satisfying
maturing debt and sinking fund obligations.  The Company's capital  expenditures
for the current  period of $28 million were financed with  internally  generated
funds and short-term borrowings.

     The Company's  capital  structure and cash flow remained strong  throughout
the current period. The Company's  combined cash and cash equivalents  decreased
approximately  $4 million  during the three  months  ended March 31,  1998.  The
decrease  reflects the Company's cash flow from  operations  plus an increase in
short-term  borrowings,  net  of  retirement  of  long-term  debt,  construction
expenditures,  Enogex  acquisition,  redemption of preferred  stock and dividend
payments.

     In January 1998, Enogex, through a newly-formed subsidiary, Enogex Arkansas
Pipeline  Corp.  ("EAPC")  agreed  to  acquire  interests  in  two  natural  gas
pipelines,  NOARK Pipeline System,  L.P. ("NOARK") and Ozark Pipeline ("Ozark"),
for approximately $30 million and $55 million, respectively. The NOARK line is a
302-mile  intra-state  pipeline  system  that  extends  from near  Fort  Chafee,
Arkansas to near Paragould,  Arkansas.  Current throughput capacity on the NOARK
line is  approximately  130  million  cubic  feet per day.  The Ozark  line is a
437-mile  interstate  pipeline system that begins near  McAlester,  Oklahoma and
terminates near Searcy, Arkansas.  Current throughput capacity on the Ozark line
is approximately 170 million cubic feet per day. The transactions are subject to
certain regulatory approvals, including that of the FERC.

     Following  regulatory  approvals,  EAPC will contribute  Ozark to the NOARK
partnership and the two pipelines will be integrated  into a single,  interstate
transmission  system at an estimated  additional cost of $15 million.  After the
integration,  which is to be funded by EAPC, EAPC will own a 75 percent interest
in the NOARK partnership and Southwestern Energy Pipeline Co. will retain its 25
percent interest in the partnership.  If the necessary  regulatory approvals are
obtained,  Enogex  expects to fund these  acquisitions  through the  issuance of
medium-term notes.

     In January 1998, OG&E filed an application with the OCC seeking approval to
revise an  existing  cogeneration  contract  with  Mid-Continent  Power  Company
("MCPC"),  a cogeneration plant near Pryor,  Oklahoma.  Under the Public Utility
Regulatory Policies Act of 1978 ("PURPA"),  OG&E was obligated to enter into the
original  contract,  which was approved by the OCC in 1987,  and which  required
OG&E to purchase 110  megawatts of peaking  capacity from the plant for 10 years
beginning  in 1998 - whether  the  capacity  was needed or not.  As part of this
transaction,  the  Company  agreed  to  purchase  the  stock  of  Oklahoma  Loan
Acquisition Corporation, the company that owns the MCPC plant, for approximately
$25  million.  On March 13, 1998,  the OCC issued its order  granting the relief
requested  by OG&E.  Completion  of the  transaction  is  subject  to receipt of
numerous regulatory approvals in addition to the OCC, including the FERC and the
APSC. Assuming the transaction is approved by the necessary  regulatory agencies
and the transaction is completed, the term of the existing cogeneration contract
will be reduced by four and one-half  years,  which should reduce the amounts to
be paid by OG&E,  and should  provide  savings for its  Oklahoma  customers,  of
approximately  $46 million as compared to the  existing  cogeneration  contract.
Funding  for the $25  million  purchase  price is  expected  to be  provided  by
internally generated funds and short-term borrowings.

                                       8


<PAGE>


     Like any business, the Company is subject to numerous  contingencies,  many
of which are beyond its control.  For  discussion of  significant  contingencies
that could  affect the  Company,  reference  is made to Part II, Item 1 - "Legal
Proceedings"  and  Item  5 -  "Other  Information"  of  this  Form  10-Q  and to
"Management's  Discussion  and  Analysis"  and  Notes 9 and 10 of  Notes  to the
Consolidated Financial Statements in the Company's 1997 Form 10-K.


                           PART II. OTHER INFORMATION


ITEM 1  LEGAL PROCEEDINGS

     Reference  is  made  to  Item 3 of  the  Company's  1997  Form  10-K  for a
description of certain legal proceedings presently pending.  Except as described
below,  there are no new significant  cases to report against the Company or its
subsidiaries  and  there  have been no  significant  changes  in the  previously
reported proceedings.

     1. As previously reported, in the State of Oklahoma, ex rel., Teresa Harvey
(Carroll);  Margaret  B.  Fent and Jerry R. Fent v.  Oklahoma  Gas and  Electric
Company,  et al., District Court,  Oklahoma County, Case No.  CJ-97-1242-63,  on
February  24,  1997,  the  taxpayers  instituted  litigation  against  OG&E  and
Co-Defendants  Oklahoma  Corporation  Commission,  Oklahoma Tax  Commission  and
individual  commissioners  seeking  judgment  in the amount of  $970,184.14  and
treble  penalties of  $2,910,552.42,  plus interest and costs,  for  overcharges
refunded by OG&E to its ratepayers in compliance  with an Order of the OCC which
Plaintiffs  allege was illegal.  Plaintiffs  allege the refunds should have been
paid into the state  Unclaimed  Property  Fund. In June 1997,  OG&E's Motion for
Summary Judgment was granted.  Plaintiffs appealed. On April 10, 1998, the Court
of Civil  Appeals  affirmed the order of the trial court  granting  OG&E Summary
Judgment.  On April 29, 1998,  Plaintiffs  petitioned the Court of Civil Appeals
for rehearing.  Plaintiffs'  petition is pending.  Management  believes that the
lawsuit is  without  merit and will not have a  material  adverse  effect on the
Company's consolidated financial position or its results of operations.

     2. On February 18, 1998,  Enogex was sued in the District Court of Oklahoma
County,  State of Oklahoma,  for alleged  breach of contract,  fraud,  breach of
fiduciary   duty,   misappropriation   and  unjust   enrichment   arising   from
communications   that  allegedly  created  agreements   regarding  oil  and  gas
exploration activities.  Plaintiffs seek damages in excess of $25 million. While
Enogex believes all the aforementioned  claims are without merit and has filed a
motion to dismiss,  or an answer  denying,  plaintiffs'  claims,  Enogex  cannot
predict the ultimate  outcome of this  litigation.  Enogex  expects the court to
schedule a hearing on its motion to dismiss the claims in June 1998.

                                       9


<PAGE>


ITEM 6  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                    27.01 - Financial Data Schedule.

         (b)      Reports on Form 8-K

     A Form 8-K Current  Report  under Item 5, Other  Events,  dated  January 6,
1998,  announcing that it will file an application with the OCC seeking approval
of a revised cogeneration contract.

                                       10


<PAGE>


                                   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 thereunto duly authorized.


                                OGE Energy Corp.
                                  (Registrant)



                      By           /s/ James R. Hatfield
                        -------------------------------------
                                       James R. Hatfield
                                 Vice President and Treasurer

                 (On behalf of the registrant and in his capacity
                  as Principal Financial and Accounting Officer)



May 14, 1998

                                       11


<PAGE>
<TABLE>

                                                                   EXHIBIT INDEX

<CAPTION>
EXHIBIT INDEX           DESCRIPTION
- -------------           -----------

<S>     <C>   
27.01   Financial Data Schedule

</TABLE>

<TABLE> <S> <C>



<ARTICLE>                     UT
<LEGEND>
This schedule  contains  summary  financial  information  extracted from the OGE
Energy Corp.  Consolidated  Statements of Income, Balance Sheets, and Statements
of Cash Flows as reported on Form 10-Q as of March 31, 1998 and is  qualified in
its entirety by reference to such Form 10-Q.
</LEGEND>
<MULTIPLIER>                                     1,000
       
<S>                                        <C>
<PERIOD-TYPE>                              3-MOS
<FISCAL-YEAR-END>                          MAR-31-1998
<PERIOD-END>                               MAR-31-1998
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    2,345,263
<OTHER-PROPERTY-AND-INVEST>                     82,501
<TOTAL-CURRENT-ASSETS>                         238,586
<TOTAL-DEFERRED-CHARGES>                       112,285
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               2,778,635
<COMMON>                                           404
<CAPITAL-SURPLUS-PAID-IN>                      512,495
<RETAINED-EARNINGS>                            444,134
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 957,033
                                0
                                          0
<LONG-TERM-DEBT-NET>                           835,114
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                 143,100
<LONG-TERM-DEBT-CURRENT-PORT>                   12,500
                            0
<CAPITAL-LEASE-OBLIGATIONS>                      4,073
<LEASES-CURRENT>                                 2,697
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 824,118
<TOT-CAPITALIZATION-AND-LIAB>                2,778,635
<GROSS-OPERATING-REVENUE>                      305,884
<INCOME-TAX-EXPENSE>                            (2,375)
<OTHER-OPERATING-EXPENSES>                     293,962
<TOTAL-OPERATING-EXPENSES>                     291,587
<OPERATING-INCOME-LOSS>                         14,297
<OTHER-INCOME-NET>                               1,303
<INCOME-BEFORE-INTEREST-EXPEN>                  15,600
<TOTAL-INTEREST-EXPENSE>                        15,940
<NET-INCOME>                                      (340)
                        733
<EARNINGS-AVAILABLE-FOR-COMM>                   (1,073)
<COMMON-STOCK-DIVIDENDS>                        26,857
<TOTAL-INTEREST-ON-BONDS>                       13,790
<CASH-FLOW-OPERATIONS>                          36,542
<EPS-PRIMARY>                                    (0.03)
<EPS-DILUTED>                                    (0.03)
        

</TABLE>


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